S-1/A

As filed with the Securities and Exchange Commission on March 30, 2010

Registration No. 333-161329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 6

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MIRION TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	3829	20-3979555
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

3000 Executive Parkway, Suite 222

San Ramon, CA 94583

(925) 543-0800

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jack A. Pacheco

Vice President and Chief Financial Officer

Mirion Technologies, Inc.

3000 Executive Parkway, Suite 222

San Ramon, CA 94583

(925) 543-0800

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Alan F. Denenberg, Esq.	Tad J. Freese, Esq.
Davis Polk & Wardwell LLP	Latham & Watkins LLP
1600 El Camino Real	140 Scott Drive
Menlo Park, CA 94025	Menlo Park, CA 94025
(650) 752-2000	(650) 328-4600

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price Per	Aggregate Offering	Registration
Securities to be Registered	Registered(1)	Unit	Price(2)	Fee(3)(4)
Common stock, par value $0.001 per share	12,650,000	$17.00	$215,050,000	$13,784

(1) Includes shares of common stock which may be purchased by the underwriters to cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act, based on a bona fide estimate of the proposed maximum aggregate offering price.

(3) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $71.30 per $1,000,000 of the proposed maximum aggregate offering price.

(4) A registration fee of $5,580 was previously paid in connection with the initial filing of this Registration Statement on August 13, 2009, and an additional registration fee of $7,302 was previously paid in connection with the filing of Amendment No. 5 to this Registration Statement on March 16, 2010. The difference of $902 is being paid herewith.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED March 30, 2010

11,000,000 Shares

Mirion Technologies, Inc.

Common Stock

This is an initial public offering of shares of common stock of Mirion Technologies, Inc.

We are selling 7,800,000 shares of common stock, and the selling stockholders named in this prospectus are selling 3,200,000 additional shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price to be between $      and $      per share. We have applied to list our common stock for quotation on the NASDAQ Global Market under the symbol “MION.”

The underwriters have an option to purchase a maximum of 1,650,000 additional shares of common stock from the selling stockholders. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Investing in our common stock involves risks. See “Risk Factors” on page 12 of this prospectus.

		Underwriting
	Price to	Discounts and	Proceeds to	Proceeds to
	Public	Commissions	Us	Selling Stockholders
Per Share	$	$	$	$
Total	$	$	$	$

Delivery of the shares of common stock in book-entry form only will be made on or about          , 2010.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse BofA Merrill Lynch J.P. Morgan

Baird

The date of this prospectus is          , 2010

Protecting people, A global provider of radiation products and services to markets. the

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		12
Forward-Looking Statements		34
Use of Proceeds		35
Dividend Policy		36
Capitalization		37
Dilution		40
Selected Consolidated Financial Data		43
Management’s Discussion and Analysis of Financial Condition and Results of Operations		48
Industry		81
Business		86
Management		106
Executive Compensation		111
Principal and Selling Stockholders		125
Certain Relationships and Related Party Transactions		128
Description of Capital Stock		134
Description of Certain Indebtedness		137
Shares Eligible for Future Sale		139
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock		141
Underwriting		143
Legal Matters		150
Experts		150
Where You can Find More Information		150
Index to Financial Statements		F-1
EX-4.1
EX-10.24
EX-23.1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. We, the underwriters and the selling stockholders have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We, the underwriters and the selling stockholders are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

“Mirion Technologies,” “Mirion,” “GDS,” “Global Dosimetry Solutions,” “HandFoot-Fibre,” “Imaging and Sensing Technology,” “IST,” “MGP Instruments,” “MGPI,” “SPIR Ident,” “Synodys,” “TwoStep-Exit” and any corresponding logos, are our common law and registered trademarks. Solely for convenience, we refer to our trademarks in this prospectus without the ^tm and ^® symbols, but such references are not intended to indicate that we will not assert our rights to our trademarks. Other service marks, trademarks and trade names referred to in this prospectus are the property of their owners.

References to “fiscal” before any year refer to our fiscal year ending on June 30th of the year referenced.

Dealer Prospectus Delivery Obligation

Until and including          , 2010 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter and with respect to unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary highlights the more detailed information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus, including the risk factors, the consolidated financial statements and the related notes, and the other documents to which this prospectus refers, carefully before making an investment decision. In this prospectus, “Mirion,” the “Company,” “we,” “us” or “our” refer to Mirion Technologies, Inc. and its subsidiaries, except where the context makes clear that the reference is only to Mirion Technologies, Inc. and is not inclusive of its subsidiaries.

Our Company

We are a global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Our customers rely on our solutions to protect people, property and the environment from nuclear and radiological hazards. Our products and services include: dosimeters; contamination & clearance monitors; detection & identification instruments; radiation monitoring systems; electrical penetrations; reactor instrumentation & control equipment and systems; dosimetry services; imaging systems; and related accessories, software and services. Many of our end markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. We believe these industry dynamics create substantial barriers to entry, thereby reinforcing our market position. We have leveraged the strength of our nuclear platform to expand the commercial applications of our technologies to defense and medical end markets. The diversity of our end markets and the global nature of our customer base are illustrated in the charts below:

Fiscal 2009 Revenue by End Markets	Fiscal 2009 Revenue by Geography
Fiscal 2009 Revenue: $201.8 Million

For more than 50 years, we and our predecessor companies have delivered products and services that help ensure the safe and efficient operation of nuclear facilities. We believe the breadth and proven performance of our solutions support our longstanding strategic customer relationships across diverse end markets. Our products and services have been sold directly and indirectly to a variety of end-use customers including, but not limited to, all of the U.S. nuclear power producers, 397 of the global installed base of 436 active nuclear power reactors, many of the leading reactor design firms, 17 of the 28 NATO militaries, numerous international government and supranational agencies, as well as medical service providers and industrial companies worldwide.

Our broad product and services portfolio of radiation detection, measurement, analysis and monitoring solutions is supported by 165 scientists, engineers and technicians, who represented approximately 19% of our workforce as of December 31, 2009. We possess numerous product qualifications, trade secrets and patents that support our market position and our ability to deliver next generation products and services. In addition, we maintain design, manufacturing and sales capabilities across seven countries, enabling us to capitalize on growth opportunities, including the anticipated increase in demand for nuclear power and ongoing spending for defense and homeland security.

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Our financial performance is driven by the replacement of products and the recurring provision of services into our core end markets, as well as the construction of new nuclear power plants, or NPPs, globally. Many of our products are ordered well in advance of the anticipated shipment date, providing visibility into future revenue through our backlog and deferred contract revenue, which totaled $247.1 million and $66.7 million as of December 31, 2009. We generated revenue of $201.8 million, Adjusted EBITDA of $40.6 million and a net loss of $4.0 million for fiscal 2009. See pages 10 and 11 of this prospectus for a definition and reconciliation of Adjusted EBITDA to cash provided by (used in) operations.

Our Market Opportunities

We sell our radiation detection, measurement, analysis and monitoring products and services into the global nuclear, defense and medical end markets. We believe that our end markets are characterized by strong fundamentals that support a robust revenue base and provide numerous growth opportunities.

Nuclear

The nuclear end market spans the entire nuclear fuel cycle, including mining, enrichment, fuel manufacturing, nuclear power generation, waste management and fuel reprocessing. Key nuclear installations include mines, fuel fabrication facilities, commercial nuclear power reactors, reprocessing facilities, research facilities, military facilities and ships, weapons facilities and waste storage facilities. We sell products and services for use in each of these types of installations, with commercial nuclear power reactors representing the majority of our sales into the nuclear end market. As of December 31, 2009, our products were installed at 91% of active nuclear power reactors globally, including all of those in the United States. We believe that the global installed base of nuclear reactors presents opportunities for replacements and upgrades of our products, as well as those of legacy suppliers, and for participation in the “decommissioning” process.

We also expect the increase in nuclear reactor construction worldwide to provide opportunities across our offerings.

Defense

Our global defense end market is driven by a combination of military, civil defense and event-driven security spending which in turn has been fueled by the unprecedented growth in global security threats.

Medical

The use of radiodiagnostic and radiotherapeutic procedures is expanding globally due to aging population demographics, technological advancements and emerging middle classes in China and India, creating a significant opportunity for us in the medical end market.

Our Competitive Strengths

Trusted radiation detection, measurement, analysis and monitoring provider.  The nuclear industry is highly regulated and requires compliance with strict product specifications. Our trusted, recognized brands supported by our tradition of technical excellence, product reliability and customer service have enabled us to develop strong market share across our product and service offerings.

Broad and complementary product and service portfolio.  We offer radiation detection, measurement, analysis and monitoring products and services to satisfy customer requirements throughout the NPP life cycle.

Large installed base drives recurring revenue.  Our large installed base at active nuclear power reactors drives recurring revenue through replacement and service cycles.

Technical complexity creates high barriers to entry.  We design products to meet demanding customer specifications, qualifications and regulatory requirements.

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Global footprint designed to meet local customer needs.  Our global footprint, augmented by our established network of suppliers and distributors, enables us to be responsive to our customers and provide locally customized solutions.

Seasoned management team complemented by highly skilled engineers.  We are led by an experienced management team with a mix of private sector and government experience across different industries and functions.

Our Strategy

Our objective is to continue enhancing our position as a global provider of radiation detection, measurement, analysis and monitoring products and services for the nuclear, defense and medical end markets. We intend to achieve this through the following strategies:

•  Exploit under-penetrated market opportunities.

•  Expand addressable market.

•  Geographic expansion.  We believe we can increase our presence in the international market. For example, we intend to leverage our relationships with leading reactor design firms to capitalize on the opening of India’s nuclear end market to U.S. firms due to a recent treaty ratification.

•  Customer outsourcing.  Some NPP operators have recently outsourced their dosimetry services in order to reduce costs. We have been able to benefit from economies of scale as well as advantages in materials procurement and processing technology to provide enhanced dosimetry services to many of these NPPs at a lower cost.

•  Service privatization.  In some regions outside the United States, dosimetry services have historically been provided by government agencies. However, privatization of dosimetry services is accelerating in some regions, such as Europe, as providers seek to reduce costs and benefit from enhanced service offerings, providing an opportunity to leverage our expertise and North American service experience.

•  New applications for existing technologies.

•  Develop new products and services.

•  Continuously improve our cost structure and productivity.

•  Pursue strategic acquisitions.

Our Principal Investor

Upon completion of this offering, American Capital, Ltd. (together with American Capital Equity I, LLC and American Capital Equity II, LP, “ACAS”) will beneficially own 10,740,324 shares of our common stock (approximately 49.3% of our outstanding common stock), which includes shares of our common stock underlying warrants, or 9,090,324 shares of our common stock (approximately 41.7% of our common stock) if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock from the selling stockholders. We are party to a number of agreements with ACAS and its affiliates. These agreements are described in the sections of this prospectus captioned, “Risk Factors—Risks Related to this Offering and Our Common Stock,” “Use of Proceeds,” “Certain Relationships and Related Party Transactions” and “Principal and Selling Stockholders.”

ACAS is a publicly traded private equity firm and global asset manager, with $13 billion in capital resources under management as of December 31, 2009.

Risk Factors

Our business is subject to many risks and uncertainties, including those highlighted in the section of this prospectus entitled “Risk Factors.” These risks could materially and adversely affect our business, financial

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condition and results of operations, which could cause the trading price of our common stock to decline and could result in a partial or total loss of your investment. Some of these risks include:

•  the long and unpredictable nature of our sales cycle;

•  fluctuations in our financial performance;

•  our short operating history as a consolidated entity;

•  material weaknesses in our internal controls over financial reporting;

•  the highly competitive nature of our markets and the resources of our competitors;

•  the uncertain fulfillment of our backlog;

•  the effect of the current global financial crisis and worldwide economic conditions; and

•  changes in our customers’ budgets for radiation detection products and services and the timing of their purchasing decisions.

Company Information

We incorporated in Delaware in October 2005 as Global Monitoring Services, Inc., and combined our three predecessor companies under Global Monitoring Services, Inc. in December 2005. ACAS originally acquired our predecessor company Synodys SA (Synodys) in June 2004, our predecessor company Imaging and Sensing Technology Company (IST) in October 2004 and our predecessor company Global Dosimetry Solutions, Inc. (GDS) in September 2003. We changed our name in January 2006 to Mirion Technologies, Inc. Our principal executive offices are located at 3000 Executive Parkway, Suite 222, San Ramon, California 94583 and our telephone number is (925) 543-0800. Our website is www.mirion.com. The information that appears on our website is not part of, and is not incorporated into, this prospectus.

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The Offering

Common stock offered by us	7,800,000 shares
Common stock offered by the selling stockholders	3,200,000 shares
Total offered	11,000,000 shares
Common stock to be outstanding after this offering	18,431,708 shares based on the number of shares of common stock outstanding as of December 31, 2009 and 18,583,660 shares based on the number of shares of common stock outstanding as of February 28, 2010
Over-allotment option	The underwriters have a 30-day option to purchase from the selling stockholders up to an additional 1,650,000 shares of common stock to cover over-allotments.
Dividend policy	We do not anticipate paying any dividends on our common stock in the foreseeable future. See “Dividend Policy.”

Risk factors Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

Use of proceeds and benefits to be received by related persons in connection with this offering We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $106.7 million, assuming the shares are offered at $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use approximately $97.8 million of the net proceeds from the shares that we sell in this offering to repay borrowings from ACAS and its affiliates. We intend to repay all other debt held by ACAS and its affiliates ($86.0 million as of December 31, 2009 and $85.9 million as of February 28, 2010) with borrowings under our anticipated new bank credit facilities that we expect to enter into upon the consummation of this offering. We also intend to use net proceeds from this offering to make a one-time payment of $8.0 million to American Capital Financial Services, Inc., or ACFS, a subsidiary of ACAS, to terminate an investment banking services agreement between us and ACFS. We intend to use $0.8 million of the net proceeds from this offering to make bonus payments upon the completion of this offering to certain of our employees, including an aggregate of $0.6 million to certain of our executive officers in the respective amounts set forth on page 116 of this prospectus. ACAS is our controlling stockholder and is a selling stockholder in this offering. We will not receive any proceeds from the sale of shares of common stock held by the selling stockholders. See “Use of Proceeds” and “Principal and Selling Stockholders.”

In addition, certain of our executive officers and non-ACAS director nominees will receive cash bonus payments, stock option

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grants and the accelerated vesting of certain stock options upon the completion of this offering. In addition, certain of our equityholders that are also related persons, including ACAS, our principal stockholder, and Thomas D. Logan, our President, Chief Executive Officer and Chairman of the Board, will receive cash dividends in lieu of paid-in-kind dividends on convertible preferred stock held by them accrued since March 1, 2010 and all warrants held by such equityholders will become exercisable. See “Certain Relationships and Related Party Transactions” for a discussion of the expected benefits that such related persons will receive upon the completion of this offering.

Proposed NASDAQ symbol MION

The number of shares of common stock to be outstanding after this offering is based on 10,631,708 shares outstanding as of December 31, 2009 and 10,783,660 shares outstanding as of February 28, 2010 after giving effect to the conversion of our Series A Convertible Participating Preferred Stock pursuant to the conversion terms in our Certificate of Incorporation. The increase in the number of shares is due to the monthly accrual of dividends from the Series A Convertible Participating Preferred Stock which are paid in the form of additional shares of convertible preferred stock. Shares outstanding as of December 31, 2009 and February 28, 2010 exclude:

•  962,944 shares of common stock subject to outstanding options as of December 31, 2009 and February 28, 2010 at a weighted average exercise price of $14.45 per share;

•  an aggregate of 948,281 shares of common stock either reserved for issuance under our existing stock option plan or to be reserved for issuance under our amended and restated stock plan to become effective in connection with this offering, of which 128,273 shares are expected to be granted in the form of stock options to our employees, including options to purchase 34,008 shares to be granted to our executive officers (in the respective amounts set forth on page 116 of this prospectus), and, under the director compensation policy described on page 110 of this prospectus, to outside directors immediately following the pricing of this offering at an exercise price equal to the initial public offering price; and

•  3,420,636 shares of common stock subject to outstanding warrants as of December 31, 2009 and February 28, 2010 at a weighted average exercise price of $0.00018 per share. These warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by our Board of Directors. Our Board of Directors has resolved that all of these warrants will become exercisable at the option of the holder thereof upon the consummation of this offering and thereafter.

Except as otherwise indicated, all information in this prospectus assumes that:

•  all of the outstanding shares of our convertible preferred stock will be converted into shares of our common stock;

•  all of the outstanding shares of our Class A Voting Common Stock and Class B Non-Voting Common Stock will be converted into shares of our common stock on a one-for-one basis;

•  we will file our amended and restated Certificate of Incorporation prior to the consummation of this offering; and

•  the underwriters will not exercise their over-allotment option.

All share and per share information referenced throughout this prospectus have been retroactively adjusted for an 8.5-for-1 stock split of our common stock effected on March 15, 2010.

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Summary Consolidated Financial Data

The following table summarizes the consolidated financial data for our business. You should read this summary consolidated financial data in conjunction with the sections titled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, all included elsewhere in this prospectus. The summary financial data in this section is not intended to replace the consolidated financial statements and related notes included in this prospectus. The summary consolidated statements of operations data for each of the three fiscal years ending June 30, 2007, 2008 and 2009 are derived from our audited annual consolidated financial statements and related notes included elsewhere in this prospectus. The consolidated statements of operations data for the six months ended December 31, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2009 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future, and results for the six months ended December 31, 2009 are not necessarily indicative of results to be expected for the full year. The amounts below are in thousands, except percentages, share and per share data.

										Six Months Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
Consolidated Statement of Operations Data:
Revenue	$	169,033		$	191,769		$	201,763		$	100,519		$	108,658
Cost of revenue		94,321			102,790			105,954			53,793			60,140
Gross profit		74,712			88,979			95,809			46,726			48,518
% of revenue		44.2	%		46.4	%		47.5	%		46.5	%		44.7	%
Operating expenses
Selling, general and administrative expenses		59,449			63,177			65,649			31,310			33,754
Research and development expenses		11,875			14,865			11,282			6,277			5,202
Total operating expenses		71,324			78,042			76,931			37,587			38,956
Income from operations		3,388			10,937			18,878			9,139			9,562
Interest expense, net		19,153			20,207			17,711			9,736			7,570
Other income, net		(1,001	)		(1,759	)		(490	)		71			(530	)
(Loss) Income before provision for income taxes		(14,764	)		(7,511	)		1,657			(668	)		2,522
Provision for income taxes		4,937			5,838			5,612			2,890			3,293
Net loss	$	(19,701	)	$	(13,349	)	$	(3,955	)	$	(3,558	)	$	(771	)
Paid-in-kind preferred dividends		(8,141	)		(8,993	)		(9,892	)		(4,864	)		(5,369	)
Net loss allocable to common stockholders	$	(27,842	)	$	(22,342	)	$	(13,847	)	$	(8,422	)	$	(6,140	)
Pro forma net loss per common share before conversion of preferred shares — basic and diluted(1)							$	(0.90	)				$	(0.44	)
Pro forma net income per common share — diluted(1)							$	0.12					$	0.08
Pro forma net income per common share — diluted as adjusted(1)							$	0.24					$	0.12

	As of December 31, 2009
			Pro Forma as
Consolidated Balance Sheet Data:	Actual		Adjusted(2)
Cash and cash equivalents(3)	$	6,934	$	10,798
Total assets		348,540		347,774
Notes payable to ACAS(4)		183,790		—
New indebtedness(5)		—		85,956
Total stockholder’s equity		7,680		104,748

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	Year Ended June 30,						Six Months Ended December 31,
	2007		2008		2009		2008		2009
Other Data:
Adjusted EBITDA(6)	$	29,254	$	34,218	$	40,625	$	18,719	$	18,512
Amortization of intangible assets		12,200		10,140		8,144		4,161		3,699
Capital expenditures		4,316		4,953		6,649		2,441		3,354

	As of June 30,						As of December 31,
	2007		2008		2009		2009
Backlog(7)	$	143,887	$	177,956	$	183,960	$	247,083
Deferred contract revenue		44,640		53,539		62,031		66,747

(1) Pro forma net loss per common share before conversion of preferred shares — basic and diluted and pro forma net income per common share — diluted and diluted as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 is calculated as follows:

	Year Ended			Six Months Ended
	June 30,			December 31,
	2009			2009
	(unaudited)
Numerator:
Net loss allocable to common stockholders	$	(13,847	)	$	(6,140	)
Interest expense from paydown of ACAS debt using proceeds of offering(a)		6,469			2,511
Pro forma net loss allocable to common stockholders before conversion of preferred shares		(7,378	)		(3,629	)
Effect of preferred stock dividends(b)		9,892			5,369
Pro forma net income allocable to common stockholders		2,514			1,740
Interest expense reduction from refinancing of ACAS debt(c)		4,363			2,188
Compensation expense from employee stock options and call options(d)		(1,779	)		(1,404	)
Pro forma net income allocable to common stockholders — as adjusted	$	5,098		$	2,524

	Year Ended		Six Months Ended
	June 30, 2009		December 31, 2009
	(unaudited)
Denominator:
Weighted average shares outstanding from conversion of Class A and B Voting Common Stock(e)		405,796		405,796
Common shares issued in this offering(f)		7,800,000		7,800,000
Shares used in computing pro forma net loss per common share before conversion of preferred shares — basic and diluted(i)		8,205,796		8,205,796
Weighted average shares outstanding from conversion of convertible preferred stock(g)		9,349,119		9,997,713
Shares used in computing pro forma net income per common share — basic		17,554,915		18,203,509
Weighted average common shares outstanding from exercise of warrants(h)		3,420,636		3,420,636
Weighted average common share equivalents of stock option(i)		—		56,287
Shares used in computing pro forma net income per common share — diluted and diluted as adjusted		20,975,551		21,680,432

(a) The pro forma reduction in interest expense assumes the repayment of $97.8 million of ACAS debt using the net proceeds from this offering, giving effect to the elimination of the related interest expense as of the beginning of the period presented. The amount of interest expense eliminated by this adjustment is calculated from actual interest expense of $6.5 million and $2.5 million recorded in fiscal 2009 and for the six months ended December 31, 2009 in connection with the specific debt arrangements that will be repaid with a portion of the net proceeds of this offering. No tax expense has been provided related to this reduction in interest expense because we are in a net operating loss position and have a full valuation allowance in the affected jurisdiction.

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(b)

The effect of preferred stock dividends is added back as a reduction to net loss allocable to common stockholders, assuming that all preferred stock has been converted into common shares as of the beginning of the period presented.

(c)

All ACAS debt not assumed to be repaid from the net proceeds from this offering is assumed to be refinanced with a loan from a third-party bank, at interest rates averaging approximately 6% lower than existing average interest rates with ACAS giving effect to the elimination of the related interest expense as of the beginning of the period presented. The amount of interest expense eliminated by this adjustment is calculated by taking the difference between the actual interest expense of $10.3 million and $4.7 million recorded in fiscal 2009 and for the six months ended December 31, 2009 in connection with the specific debt arrangements that will be repaid with a portion of the net proceeds of the new debt arrangements entered into concurrently with the completion of this offering and the interest expense on the new debt arrangements, calculated as the total of the new debt arrangements of $86.0 million multiplied by the average interest rate on those arrangements of 6.5% and 6.0% for fiscal 2009 and the six months ended December 31, 2009. No tax expense has been provided related to this reduction in interest expense because we are in a net operating loss position and have a full valuation allowance in the affected jurisdictions.

(d) The pro forma increase in compensation expense associated with employee stock options and call options reflects:

•  A compensation charge associated with 128,273 stock options that are expected to be granted to our employees and outside directors immediately following the pricing of this offering at an exercise price equal to the initial public offering price. The value of these options was estimated to be $0.9 million using the Black-Scholes option pricing model and key assumptions are as follows: expected option term of 7 years, risk-free interest rate will be updated at the date of grant but is currently estimated to be 3.1%, dividend yield of 0%, volatility will be updated at the date of grant but is currently estimated to be 38.7% and an exercise price and fair value of $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). Compensation expense will be recognized on these options over an expected four year vesting term, and as such, the compensation expense for fiscal 2009 was assumed to be 25% of the total value, or $0.2 million. Compensation expense for the six months ended December 31, 2009 was assumed to be 12.5% of the total value, or $0.1 million.

•  A compensation charge associated with 463,794 performance-based call options with market conditions held by Thomas D. Logan, our Chief Executive Officer. These options contain vesting provisions based upon successful completion of an initial public offering or change in control and achievement by ACAS of certain internal rates of return or returns on investment. The value of these options was estimated to be $2.1 million using a Monte Carlo simulation model and key assumptions are as follows: at the January 1, 2006 modification, expected option term of 4.5 years, risk-free interest rate of 4.3%, dividend yield of 0%, volatility of 41.8%, exercise price of $10.45 per share and fair value of $2.22 per share; at the December 7, 2007 modification, expected option term of 2.6 years, risk-free interest rate of 3.1%, dividend yield of 0%, volatility of 39.8%, exercise price of $10.45 per share and fair value of $4.44 per share. The compensation expense associated with these options for fiscal 2009 and the six months ended December 31, 2009 was estimated to be $1.5 million and $1.3 million, respectively, based on the implied requisite service period for the market conditions (30 days for one-half of the shares, and 24 months for one-half of the shares).

(e) The weighted average common shares outstanding from the conversion of common stock assumes the conversion of all outstanding shares of Class A Voting Common Stock and Class B Non-Voting Common Stock on a one-for-one basis into 405,796 shares of common stock.

(f) Includes 7,800,000 shares of our common stock to be sold in connection with this offering. Because distributions to ACAS, our principal stockholder, consisting of obligations under existing debt arrangements of $183.8 million and amounts due of $8.0 million to terminate an existing investment banking services agreement, exceed our earnings plus gross proceeds from this offering of $124.8 million, all common shares are included in the calculation under existing rules on pro forma calculations. Following is a calculation of the deemed dividend in excess of proceeds from this offering (in thousands):

Gross proceeds from offering	$	124,800
Distributions to ACAS:
Termination of investment banking services agreement		(8,000	)
Repayment of notes payable to ACAS from proceeds of offering		(97,834	)
Repayment of notes payable to ACAS from new debt arrangements		(85,956	)
Total distribution to ACAS		(191,790	)
Last twelve months earnings*		—
Excess of dividend to be paid over proceeds from offering		(66,990	)

* The Company has generated losses in all periods reported and therefore, there is no impact to this calculation.

(g) The weighted average common shares outstanding from the conversion of preferred stock assumes the conversion of all outstanding convertible preferred stock into common stock, including the conversion into common stock of all accrued and unpaid paid-in-kind dividends on convertible preferred stock. The 9,349,119 weighted average at June 30, 2009 is comprised of 864,307 A-1 preferred shares, which includes 185,503 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 9.6288 and 116,522 A-2 preferred shares, which includes 46,522 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 8.8128. The 9,997,713 weighted average at December 31, 2009 is comprised of 917,558 A-1 preferred shares, which includes 238,754 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 9.6288 and 131,937 A-2 preferred shares, which includes 61,937 accrued but unpaid paid-in-kind dividends,

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which are convertible at a rate of 8.8128. The increase in number of preferred shares between periods is due to the monthly accrual of preferred dividends which are paid in the form of additional shares of convertible preferred stock.

(h) These warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by our Board of Directors. Our Board of Directors has resolved that all of these warrants will become exercisable upon the consummation of this offering.

(i) The shares used in computing pro forma net loss per common share before conversion of preferred shares — basic and diluted for the year ended June 30, 2009 and the six months ended December 31, 2009 exclude options to purchase 962,944 shares of common stock because we recorded a pro forma net loss allocable to common stockholders before conversion of preferred shares, and therefore the impact of such shares would be anti-dilutive. The shares used in computing pro forma net income per common share — diluted and diluted as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 exclude options to purchase 962,944 and 700,467 shares of common stock, respectively, because the effect would be anti-dilutive. 962,944 and 667,955 of these shares were excluded for the year ended June 30, 2009 and the six months ended December 31, 2009, respectively, because the option exercise prices exceeded the average market value of our common stock during the period. 32,512 of these shares were excluded for the six months ended December 31, 2009 because after applying the treasury stock method of calculating earnings per share, the impact would be anti-dilutive. The shares used in computing pro forma net loss per common share before conversion of preferred shares — basic and diluted and pro forma net income per common share — diluted and diluted as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 also exclude options to purchase 128,273 shares of common stock which are expected to be granted immediately following the pricing of this offering because their impact would be anti-dilutive, either because we generated a net loss or because after applying the treasury stock method of calculating earnings per share, the impact would be anti-dilutive.

(2)	On a pro forma as adjusted basis to give effect to (i) the sale of 7,800,000 shares of our common stock to be sold by us in this offering at an assumed initial public offering price of $16.00 per share (the midpoint of the range set forth on the cover page of this prospectus), (ii) the application of a portion of the net proceeds from the shares sold to repay $97.8 million of our indebtedness to ACAS and its affiliates, to make a one-time, $8.0 million payment to ACFS and to make aggregate bonus payments of $0.8 million to certain of our employees, including an aggregate of $0.6 million to certain of our executive officers, (iii) the increase in accumulated deficit due to the write-off of loan origination fees previously capitalized, (iv) the increase in additional paid-in capital and corresponding increase in accumulated deficit to reflect the compensation expense associated with stock options that will vest upon this offering and (v) our intent to repay all other debt held by ACAS and its affiliates with borrowings under our anticipated new bank credit facilities that we expect to enter into upon the consummation of this offering. The compensation expense relates to unrecognized compensation expense associated with 54,111 unvested employee stock options granted in August 2008, that, under the original terms of the grant, vest ratably over four years from the date of grant, with accelerated vesting of any unvested shares upon consummation of an initial public offering. We estimated the value of these options on the date of grant using the Black-Scholes model and based on the valuation assumptions detailed in Note 13 to the consolidated financial statements.
(3)	As of December 31, 2009, we also had $6.9 million of restricted cash.
(4)	In addition, as of December 31, 2009, we had $5.8 million of outstanding debt held by third parties not affiliated with ACAS.
(5)	See “Description of Certain Indebtedness” for information about our anticipated new bank credit facilities that we expect to enter into upon the consummation of this offering.

(6) We include Adjusted EBITDA in this prospectus because (i) it is a basis upon which our management assesses our operating performance, (ii) it is a factor in the evaluation of the performance of our management in determining compensation and (iii) certain maintenance covenants under our debt agreements are tied to ratios based upon Adjusted EBITDA, as defined. Adjusted EBITDA for any period, as defined in our debt agreements, is calculated as net income (loss) for such period plus (a) without duplication and to the extent deducted in determining net income for such period, the sum of (i) interest expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary cash charges for such period in an amount not to exceed $4,000,000, (v) any extraordinary non-cash charges for such period, (vi) any other non-cash charges for such period (but excluding any non-cash charge for such period in respect of an item that was included in net income in a prior period) and (vii) any non-recurring fees, costs and expenses as reflected in our June 30, 2009 financial statements and any non-recurring fees, costs and expenses incurred in connection with this offering or in connection with the new bank credit facilities and any fees paid to ACAS and its affiliates pursuant to, or in connection with the termination of, the investment banking services agreement with ACFS after June 30, 2009 on or prior to the closing of this offering minus (b) without duplication and to the extent included in net income, (i) any cash payments made during such period in respect of non-cash charges described in clauses (a)(vi) or (a)(vii) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated on a consolidated basis in accordance with U.S. GAAP provided that net income excludes (a) the income (or deficit) of any person (other than a subsidiary) in which we or any of our subsidiaries has an ownership interest, except to the extent that such income is actually received by us or such subsidiary in the form of dividends or similar distributions and (b) the undistributed earnings of any of our subsidiaries (other than subsidiaries party to the debt agreement) to the extent that the declaration or payment of dividends or similar distributions by such subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any loan documents associated with the debt agreement) or requirement of law applicable to such subsidiary. Adjusted EBITDA

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is not a measure of financial performance calculated in accordance with U.S. GAAP, and should be viewed as a supplement to—not a substitute for—our results of operations presented on the basis of U.S. GAAP. Adjusted EBITDA also does not purport to represent cash flow provided by, or used in, operating activities in accordance with U.S. GAAP. Our statements of cash flows, included elsewhere in this prospectus, present our cash flow activity in accordance with U.S. GAAP. Furthermore, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.

The following is a reconciliation of cash (used in) provided by operating activities to Adjusted EBITDA:

										Six Months
										Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
Cash (used in) provided by operating activities	$	(3,569	)	$	(6,712	)	$	10,031		$	(2,843	)	$	(4,835	)
Interest expense, net		19,153			20,207			17,711			9,736			7,570
Income tax expense		4,937			5,838			5,612			2,890			3,293
Fees paid to ACFS		1,625			1,625			1,739			893			813
Other nonrecurring charges(*)		6,645			5,458			5,867			1,778			631
Actuarial (gain) loss		282			226			(208	)		—			—
Paid-in-kind interest expense		(1,810	)		(1,904	)		(1,992	)		(993	)		(1,041	)
Loss on disposal of property, plant and equipment		(81	)		(502	)		(592	)		(302	)		(268	)
Amortization of loan fees, debt discount and preferred stock discount		(568	)		(785	)		(522	)		(262	)		(236	)
Provision for doubtful accounts		(96	)		(30	)		(140	)		(69	)		(25	)
Provision for deferred income taxes		1,010			1,238			1,013			(763	)		916
Change in operating assets and liabilities		1,726			9,559			2,084			8,654			11,653
Currency effects and other		—			—			22			—			41
Adjusted EBITDA	$	29,254		$	34,218		$	40,625		$	18,719		$	18,512

(*) Represents non-recurring expenses, including severance expenses and costs associated with the preparation for our initial public offering, as well as certain professional and legal expenses.

(7) Represents purchase orders or contracts received by us that have not been shipped. Amounts representing backlog are not recorded in our financial statements.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information contained in this prospectus, before deciding whether to purchase our common stock. If any of the following risks occurs, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

Our sales cycle can be long and unpredictable, and we may be unable to recognize revenue until many months or years after an order is placed. As a result, our revenue can be difficult to predict and may vary substantially from quarter to quarter, which may cause our operating results to fluctuate.

Our sales efforts for many of our products involve substantial discussion with customers regarding product customization and deployment. This process can be extremely lengthy and time consuming and typically involves a significant product evaluation process. The typical sales cycle for products whose procurement relates to the construction of new, or the refurbishment of existing, NPPs ranges from 12 to 36 months and has, in some cases, extended up to 60 months. In addition, these customers generally make a significant commitment of resources to test and evaluate our products prior to purchase. As a result, our sales process is often subject to delays associated with the lengthy approval processes that typically accompany the design, testing and adoption of new, technologically complex products. This results in our investing significant resources prior to orders being placed for our products, with no assurances that we will secure a sale.

In addition, a significant amount of time can pass before we recognize the revenue associated with an order once it has been placed. We may not recognize revenue for sales of certain of our products until the customer certifies the successful installation and operation of the product, which can be many months or, particularly with regard to our Sensing Systems and Radiation Monitoring Systems products, years following the receipt of a customer order. Additionally, under prevailing accounting guidance, we may be required to delay revenue recognition on products delivered to our customers until we have completed delivery of all products associated with our arrangement with the customer. The installation of our systems are also subject to construction or scheduled outage delays unrelated to our products, which can further defer the recognition of revenue.

Our long and uncertain sales cycle and the unpredictable period of time between the placement of an order and our ability to recognize the revenue associated with the order makes revenue predictions difficult, particularly on a quarterly basis, and can cause our operating results to fluctuate significantly.

Our financial performance is unpredictable.

Our business depends on the demand for our radiation detection, measurement, analysis and monitoring products and services in the nuclear, defense and medical end markets. In the past, the demand for our products in these markets has fluctuated due to a variety of factors, many of which are beyond our control. This has caused our financial performance to fluctuate. Among the factors affecting our performance are:

•  general economic conditions, both domestically and internationally;

•  the timing, number and size of orders from, and shipments to, our customers, as well as the relative mix of those orders;

•  the timing of revenue recognition, which often requires customer acceptance of the delivered products;

•  delays, postponements or cancellations of construction or decommissioning of NPPs caused by, for example, financing difficulties or regulatory delays;

•  adverse economic, financial and/or political conditions in one or more of our target end markets;

•  variations in the volume of orders for a particular product or product line in a particular quarter;

•  the size and timing of new contract awards;

•  the timing of the release of government funds for procurement of our products;

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•  the degree to which new end markets emerge for our products;

•  the budget cycles of U.S. and foreign governments and commercial enterprises that affect timing of order placement for or delivery of our products; and

•  the tendency of commercial enterprises to fully utilize annual capital budgets prior to expiration.

We have a short operating history as a consolidated entity and have incurred net losses since our inception.

We were formed in 2005 as a merger of several companies acquired by ACAS but operated separately. Accordingly, we rely on the employees, goodwill, brand strength, product history and qualifications of our legacy acquired companies. In addition, some of our senior executive officers have a limited history with us and no prior experience in the industries in which we compete. Furthermore, we have not achieved positive net income and, as of December 31, 2009, had an accumulated deficit of $103.3 million. We cannot assure you as to when we will achieve positive net income or, if we do so, whether we will continue to do so.

Our independent registered public accounting firm reported to us that, at each of June 30, 2008, June 30, 2009, September 30, 2009 and December 31, 2009, we had material weaknesses in our internal controls over financial reporting that, if not remediated, could result in material misstatements in our financial statements in future periods and impair our ability to comply with the accounting and reporting requirements applicable to public companies.

Our independent registered public accounting firm reported to us that at each of June 30, 2008, June 30, 2009, September 30, 2009 and December 31, 2009, we had material weaknesses in our internal controls over financial reporting that have not been remediated as of the time of this filing. Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified were with respect to our controls in our financial accounting and reporting functions, which are necessary in order to produce U.S. generally accepted accounting principles (U.S. GAAP) compliant financial statements. These weaknesses related to a lack of sufficient accounting personnel and depth of knowledge, lack of formal policies and procedures to ensure that subsidiary financial information reflect accounting under U.S. GAAP, lack of account reconciliation procedures and untimely review and approval procedures. A significant number of audit adjustments were also required to appropriately reflect account balances in accordance with U.S. GAAP. As a result of these weaknesses, we were required to restate our consolidated financial statements for fiscal 2007, 2008 and 2009 to properly reflect a revenue restatement, the reclassification of paid-in-kind dividends on our Convertible Participating Preferred Stock as additional paid-in capital rather than accrued liabilities and the impact of recording a number of individually insignificant adjustments. We determined that revenue was improperly recognized on certain multiple element arrangements for which separation of elements was not appropriate at the time of recognition. We determined that paid-in-kind dividends payable should not have been classified as liabilities as they do not involve an obligation to make future sacrifices of assets. As we prepare for the completion of this offering, we are in the process of hiring additional finance personnel and documenting and enhancing formalized information technology policies and procedures, and the implementation of software upgrades throughout our operations. However, these and other remediation efforts may not enable us to remedy the material weaknesses or avoid other material weaknesses in the future. Because of these material weaknesses, there is heightened risk that a material misstatement of our annual or quarterly financial statements will not be prevented or detected. In the event that we have not adequately remedied these material weaknesses, and if we fail to maintain proper and effective internal controls in future periods, it could adversely affect our operating results, financial condition, ability to run our business effectively and our ability to timely meet our reporting requirements and could cause investors to lose confidence in our financial reporting. In addition, these and any other material weaknesses will need to be addressed as part of the evaluation of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and may impair our ability to comply with Section 404.

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We operate in highly competitive markets and in some cases compete against larger companies with greater financial resources.

The market for radiation detection, measurement, analysis and monitoring products and services is fragmented, with a variety of small and large competitors, where the degree of fragmentation and the identities of our competitors vary among our target end markets. Some of our competitors have greater financial resources than do we, and they may be able to focus those resources on developing products or services that are more attractive to potential customers than those that we offer, or on lobbying efforts to enhance their prospects of obtaining government contracts. Some of our competitors, for example, are substantially larger and better capitalized than we are and have the ability to combine solutions into an integrated offering at attractive prices. Our competitors may offer these solutions at prices below cost in order to improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain customers, cause us to lower our prices to compete, and reduce our market share and revenue, any of which could have a material adverse effect on our business, financial condition and results of operations.

Amounts included in our order backlog may not result in actual revenue or translate into profits.

Although the amount of our backlog is based on signed purchase orders or other written contractual commitments, we cannot guarantee that our order backlog will result in actual revenue in the originally anticipated period or at all. In addition, the mix of contracts included in our order backlog can greatly affect our margins in future periods, which may not be comparable to our historical product mix and operating results. Our customers may experience project delays or cancel orders due to factors beyond our control. If our order backlog fails to result in revenue in a timely manner or at all, we could experience a reduction in revenue and liquidity.

The current global financial crisis and adverse worldwide economic conditions may have significant effects on our business, financial condition and results of operations.

The current global financial crisis—which has included, among other things, significant reductions in available capital and liquidity, substantial reductions and fluctuations in equity and currency values, a reduction in global demand for energy and a worldwide recession, the extent of which is likely to be significant and prolonged—may have a material adverse effect on our business. We have begun to experience some weakening in demand for certain of our products and services, particularly for our high-temperature cameras used as monitoring tools in petrochemical facilities and cement kilns. Factors such as lack of business investment, government spending, the volatility and strength of the capital markets and inflation all affect the business and economic environment and, ultimately, our business, financial condition and results of operations. Continued market disruptions and broader economic downturns may affect our and our customers’ access to capital, lead to lower demand for our products and services, increase our exposure to losses from bad debts or result in our customers ceasing operations, any of which could materially adversely affect our business, financial condition and results of operations.

The credit markets have been experiencing extreme volatility and disruption for more than twelve months, and the volatility and disruption have reached unprecedented levels. In many cases, the markets have limited credit capacity for certain issuers, and lenders have requested shorter terms. The market for new debt financing is extremely limited and in some cases not available at all. In addition, the markets have increased the uncertainty that lenders will be able to comply with their previous commitments. If current levels of market disruption and volatility continue or worsen, we may not be able to refinance our existing debt, or incur additional debt, which may require us to seek alternative funding sources to meet our liquidity needs or to fund planned expansion. Such alternative sources of funding may not be available on acceptable terms or at all.

Furthermore, the tightening of credit in financial markets may delay or prevent our customers from securing funding adequate to operate their businesses and purchase our products and services and could lead to an increase in our bad debt levels.

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Unfavorable currency exchange rate fluctuations could adversely affect our profitability.

Our international sales and our operations in foreign countries expose us to risks associated with fluctuating currency values and exchange rates. Most of our sales, costs, assets and liabilities are denominated in foreign currencies. For fiscal 2009, 49.9% and 3.9% of our sales were denominated in euros and pounds sterling. Gains and losses on the conversion of accounts receivable, accounts payable and other monetary assets and liabilities to U.S. dollars may contribute to fluctuations in our results of operations. In addition, increases in the value of the U.S. dollar relative to the euro and the pound sterling could have an adverse effect on our results of operations. We do not currently purchase forward contracts to hedge against the risks associated with fluctuations in exchange rates.

We may be less competitive if we fail to develop new or enhanced products and introduce them in a timely manner.

The markets in which we compete are subject to technological change, product obsolescence and evolving industry standards. Our ability to successfully compete in these markets and to continue to grow our business depends in significant part upon our ability to develop, introduce and sell new and enhanced products in a timely and cost-effective manner, and to anticipate and respond to changing customer requirements. We have experienced, and may in the future experience, delays in the development and introduction of new products. These delays could provide a competitor a first-to-market advantage and allow a competitor to achieve greater market share. Defects or errors found in our products after commencement of commercial shipment could result in delays in market acceptance of these products. Lack of market acceptance for our new products will jeopardize our ability to recoup research and development expenditures, hurt our reputation and harm our business, financial condition and results of operations. Accordingly, we can not assure you that our future product development efforts will be successful.

Our existing and future customers may reduce or halt their spending on radiation detection, measurement, analysis and monitoring products and services.

A variety of factors may cause our existing or future customers to reduce or halt their spending on radiation detection, measurement, analysis and monitoring products and services. These factors include:

•  disruptions in the nuclear fuel cycle, such as insufficient uranium supply or conversion;

•  unfavorable financial conditions and strategies of the builders, owners and operators of nuclear reactors;

•  civic opposition to or changes in government policies regarding nuclear operations;

•  a reduction in demand for nuclear generating capacity;

•  accidents, terrorism, natural disasters or other incidents occurring at nuclear facilities; and

•  the decision by one or more of our customers to acquire one of our competitors or otherwise administer the services we provide internally.

Certain of these events could also adversely affect us to the extent that they result in the suspension or reduction of nuclear reactor construction, refurbishment or operation; the reduction of supplies of nuclear raw materials; increased regulation; increased operational costs for us or our customers; or increased liability for actual or threatened property damage or personal injury.

If we are unable to obtain adequate supplies in a timely manner, our results of operations would be adversely affected.

We are dependent upon certain sole or limited source suppliers for critical raw materials or components of some of our products. For example, we rely on the U.S. government for the enriched uranium used in certain equipment employed in our sensing systems. We also rely on limited source suppliers of certain precious metals used in some of our reactor instrumentation, scintillator materials used in our detection & identification equipment and for analog sensor tubes used in certain of our imaging products. Most of our suppliers are not required to supply us with any minimum quantities, and we cannot assure you that we will receive adequate quantities of components on a timely basis in the future. For example, a sole source supplier

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has recently informed us that its supplier is discontinuing the manufacture of a component that we use in certain of our dosimetry badges used by our Dosimetry Services division to provide dosimetry services to a majority of its dosimetry badge wearers. The notification prompted us to secure a final end-of-life order in an amount sufficient to meet our anticipated production requirements for the affected type of dosimetry badge at least through December 2013 and potentially through December 2015, the exact duration depending on the timing and degree to which our existing customers migrate to our other dosimetry badges that are unaffected by this discontinued component. We and our current suppliers already offer substitute dosimetry badges that meet the requirements of our customers, that do not require requalification and that are available at a substantially similar cost to us. Our suppliers could have financial or other problems that could cause a disruption in the supply of components to us. In addition, were we to change suppliers of components in some of our products, we may be required to seek new qualifications for such products, which can be a time-consuming and costly process. As a result of interruption of supply, we may not be able to obtain the raw materials or components that we need to fill customer orders. The inability to fill these orders could cause delays, disruptions or reductions in product shipments, require us to negotiate alternate supply arrangements with replacement suppliers where available or require product redesigns which could, in turn, damage relationships with current or prospective customers, increase costs or prices and have a material adverse effect on our business, financial condition and results of operations.

We rely on third-party manufacturers to produce non-core components for certain of our products and services. If our manufacturers are unable to meet our demand or requirements, our business could be harmed.

We use third-party manufacturers to produce certain non-core components for some of our products. From time to time demand for our products has grown faster than the supply capabilities of these vendors. In many cases, these manufacturers have no obligation to supply products to us for any specific period, in any specific quantity or at any specific price, except as set forth in a particular purchase order. Our requirements represent a small portion of the total production capacities for many of our manufacturers, and our manufacturers may reallocate capacity to other customers, even during periods of high demand for our products or services. We have in the past experienced, and may in the future experience, quality control issues and delivery delays with our manufacturers due to factors such as high industry demand or the inability of our manufacturers to consistently meet our quality or delivery requirements. In addition, third-party manufacturers may have financial difficulties and face the risk of bankruptcy, especially in light of the current worldwide economic downturn. If one of our suppliers was to cancel or materially change a commitment with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, be unable to develop or sell our products or services cost effectively or on a timely basis, if at all, and have significantly decreased revenue, which would harm our business, financial condition and results of operations. We may qualify additional suppliers in the future which would require time and resources. If we do not qualify additional suppliers, we may be exposed to increased risk of capacity shortages due to our dependence on our current suppliers.

Some of our suppliers and customers are also our competitors.

Some of our competitors are also our suppliers and customers. For example, Canberra, one of our chief competitors in the nuclear and defense end markets, supplies us with some of the detectors employed in the radiation monitoring systems that we supply to the nuclear end market. At the same time, Areva, the controlling shareholder of Canberra, is a customer for our radiation monitoring systems for use in its EPR reactors and in other fuel cycle industry applications. Similarly, Thermo Fisher Scientific both supplies our Dosimetry Services division with TLD crystals used in some of our thermoluminescent dosimeters that we deploy as part of providing dosimetry services to our customers, and sells products competitive with those offered by our Health Physics division. As with our other suppliers, our competitor suppliers are not required to supply us with any minimum quantities, and we cannot assure you that we will receive adequate quantities of components on a timely basis in the future. The loss of orders stemming from the actions of our supplier or customer competitors could cause delays, disruptions or reductions in product shipments or require product redesigns which could, in turn, damage relationships with current or prospective customers, increase costs or prices and have a material adverse effect on our business, financial condition and results of operations.

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We could lose money if we fail to accurately estimate our costs or fail to execute within our cost estimates on fixed-price contracts.

Many of our contracts are fixed-price contracts which do not provide for price escalation in the event of unanticipated cost overruns. Under these contracts, we perform our services and provide our products at a fixed price. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. We have in the past experienced unanticipated cost overruns on some of our fixed-price contracts. If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, we are sometimes required to incur costs in connection with modifications to a contract that may not be approved by the customer as to scope or price, or to incur unanticipated costs, including costs for customer-caused delays, errors in specifications or designs or contract termination, that we may not be able to recover. These, in turn, could adversely affect our business, financial condition and results of operations. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, such as:

•  failure to properly estimate, or changes in, the costs of material, components or labor;

•  currency exchange rate fluctuations;

•  unanticipated technical problems with the products or services being supplied by us, which may require that we spend our own money to remedy the problem;

•  our suppliers’ or subcontractors’ failure to perform;

•  difficulties of our customers in obtaining required governmental permits or approvals;

•  changes in local laws and regulations;

•  unanticipated delays in construction of new NPPs and decommissioning of existing NPPs; and

•  limited history with new products and new customers.

Many of our large contracts have penalties for late completion.

In some cases, including many of our fixed-price contracts, we have agreed to complete a project by a scheduled date. If we fail to complete the project as scheduled, we may be held responsible for costs associated with the delay, generally in the form of liquidated damages, in some cases up to the full value of the contract. We have in the past incurred penalties associated with late completion on some of our contracts. In the event that a project is delayed, the total costs of the project could exceed our original estimates, and we could experience reduced profits or a loss for that project.

Our products and services involve the detection and monitoring of radiation, and the failure of our products or services to perform to specification could adversely affect our business, financial condition or results of operations.

Our products and services involve the detection and monitoring of radiation and are crucial components of the safety measures employed with respect to ionizing radiation. The failure of our products to perform to specification could result in personal injury or death and property damage (including environmental contamination). Legal and regulatory actions taken in response to product failure could result in significant costs to us. Additionally, the failure of our products to perform to specification could adversely affect market perception of the quality and effectiveness of our products and services, which would harm our ability to attract new customers and could cause our existing customers to cease doing business with us.

While we have attempted to secure appropriate insurance coverage at a reasonable cost, we do not insure against all risks and a claim can exceed the limits of our policies. We cannot assure you that our insurers will pay a particular claim, or that we will be able to maintain coverage at reasonable rates in the future, or at all. We may also be subject to significant deductibles.

Our contracts with customers generally seek to limit our liability in connection with product failure, but we cannot assure you that these contractual limitations on liability will be effective or sufficient in scope in all

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cases or that our insurance will cover the liabilities we have assumed under these contracts. The costs of defending against a claim arising out of such failure, and any damages awarded as a result of such a claim, could adversely affect our business, financial condition and results of operations.

Certain of our products and technologies for the defense end market may be eligible for designation or certification as “qualified anti-terrorism technologies” under the “SAFETY Act” provisions of The Homeland Security Act of 2002 and its implementing regulations. Under the SAFETY Act, the federal government provides for certain liability limitations and a presumption that the “government contractor” defense applies if the Department of Homeland Security “designates” or “certifies” technologies or products as “qualified anti-terrorism technologies,” and if certain other conditions apply. We may seek to qualify some or all of our products and technologies under the SAFETY Act’s provisions in order to obtain such liability protections, but there is no guarantee that the Department of Homeland Security will designate or certify our products and technologies as qualified anti-terrorism technology. To date, we have not sought such designation or certification, and our products have been sold without such qualification, and we may continue to sell our products and technologies without such qualification. To the extent we do so, we will not be entitled to the benefit of the SAFETY Act’s limitations on tort liability or to any U.S. government indemnification.

We and our customers operate in a politically sensitive environment, and the public perception of nuclear power can affect our customers and us.

We and our customers operate in a politically sensitive environment. The risks associated with radioactive materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new NPPs and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power, including incidents involving the discharge of radioactive materials, could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more. For example, no new reactor has been ordered in the United States since the 1970s and anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which requires the shutdown of all German NPPs by 2021. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers and our business.

Our operations in foreign countries are subject to political, economic and other risks, which could have a material adverse effect on us.

Revenue outside of the United States and Canada accounted for approximately 61.3%, 64.1% and 61.6% of our net sales in fiscal 2007, 2008 and 2009, and 60.3% and 62.7% of our net sales for the six months ended December 31, 2008 and 2009. We anticipate that international sales will continue to constitute a material percentage of our total net sales in future periods. As a result, our operations are subject to risks associated with global operations and sales, including:

•  foreign currency exchange fluctuations;

•  changes in regulatory requirements;

•  tariffs and other barriers;

•  timing and availability of export licenses;

•  difficulties in accounts receivable collections;

•  difficulties in protecting our intellectual property;

•  difficulties in staffing and managing foreign operations;

•  difficulties in managing sales agents, distributors and other third parties;

•  coordination regarding, and difficulties in obtaining, governmental approvals for products that may require certification;

•  rescission or termination of contracts by governmental parties without penalty and regardless of the terms of the contract;

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•  restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;

•  the burden of complying with a wide variety of complex foreign laws and treaties;

•  potentially adverse tax consequences; and

•  uncertainties relative to regional political and economic circumstances.

We are also subject to risks associated with the imposition of legislation and regulations relating to the import or export of radiation detection and monitoring technology. For example, certain export control approvals of our sales, including sales to NPP operators located in Pakistan and India, were granted because of the supervision of customer sites by the International Atomic Energy Agency, or the IAEA. If the IAEA ceases to supervise such sites, our ability to sell to certain customers would be limited and our sales could be adversely affected. Furthermore, the failure to comply with export control regulations and to obtain required approvals could result in loss of the ability to export products, fines and penalties.

We cannot predict whether quotas, duties, taxes or other charges or restrictions upon the importation or exportation of our products will be implemented by the United States or other countries. Some of our customers’ purchase orders and agreements are governed by foreign laws, which often differ significantly from the laws of the United States. Therefore, we may be limited in our ability to enforce our rights under such agreements and to collect damages, if awarded. These factors may have a material adverse effect on our business, financial condition and results of operations.

Changes in our effective tax rate or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including:

•  earnings being lower than anticipated in countries where we are taxed at lower rates as compared to the U.S. statutory tax rate;

•  material differences between forecasted and actual tax rates as a result of a shift in the mix of pre-tax profits and losses from one tax jurisdiction to another, our ability to use tax credits or effective tax rates by tax jurisdiction that differ from our estimates;

•  changing tax laws or related interpretations, accounting standards and regulations and interpretations in multiple tax jurisdictions in which we operate, as well as the requirements of certain tax rulings;

•  an increase in expenses not deductible for tax purposes, including certain stock-based compensation expense and impairment of goodwill;

•  the tax effects of purchase accounting for acquisitions and restructuring charges that may cause fluctuations between reporting periods;

•  changes related to our ability to ultimately realize future benefits attributed to our deferred tax assets, including those related to other-than-temporary impairments;

•  tax assessments resulting from income tax audits or any related tax interest or penalties that would affect our income tax expense for the period in which the settlements take place; and

•  a change in our decision to indefinitely reinvest foreign earnings.

In addition, we may be subject to examination of our income tax returns by the Internal Revenue Service or other tax authorities. If tax authorities challenge the relative mix of our U.S. and international income, our future effective income tax rates could be adversely affected. While we regularly assess the likelihood of adverse outcomes from such examinations and the adequacy of our provision for income taxes, we cannot assure you that such provision is sufficient and that a determination by a tax authority will not have an adverse effect on our business, financial condition and results of operations.

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Localization requirements could adversely affect our business.

Many emerging markets, including China and South Korea, impose localization requirements which favor locally based component manufacturers in the construction of NPPs and which require some degree of technology transfer to local manufacturers. Over time, such localization requirements could limit our ability to sell into such markets and could affect our ability to maintain our trade secrets. In the past, international development agencies have, as a condition of funding, imposed localization requirements that require the transfer of technology to local manufacturers, and this requirement has affected our ability to monitor and maintain control over our intellectual property. We may be subject to similar requirements as a condition of funding in the future.

We must comply with the U.S. Foreign Corrupt Practices Act, or FCPA. Failure to comply with the FCPA could subject us to, among other things, penalties and legal expenses that could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

We are required to comply with the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies and their intermediaries from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business and/or other benefits. We operate in a number of jurisdictions that pose a high risk of potential FCPA violations, we have government customers and we utilize a number of third-party sales representatives. Although we have begun to inform our personnel and third-party sales representatives regarding the requirements of the FCPA and have developed and will continue to develop and implement systems for formalizing contracting processes, performing diligence on agents and improving our record-keeping and auditing practices, we cannot assure you that our employees, third-party sales representatives or other agents have not or will not engage in conduct for which we might be held responsible under the FCPA.

If our employees, third-party sales representatives or other agents are found to have engaged in such practices, we could suffer severe penalties, including criminal and civil penalties, disgorgement and other remedial measures (including further changes or enhancements to our procedures, policies and controls, as well as potential personnel changes and disciplinary actions), any of which could have an adverse impact on our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or foreign authorities also could have an adverse impact on our business, financial condition and results of operations.

Certain foreign companies, including some of our competitors, are not subject to prohibitions as strict as those under the FCPA or, even if subjected to strict prohibitions, such prohibitions may be laxly enforced in practice. If our competitors engage in corruption, extortion, bribery, pay-offs, theft or other fraudulent practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business, or from government officials, who might give them priority in obtaining new licenses, which would put us at a disadvantage.

We may make acquisitions that involve numerous risks. If we are not successful in integrating the technologies, operations and personnel of acquired businesses or fail to realize the anticipated benefits of an acquisition, our operations may be adversely affected.

As part of our business and growth strategy, we may acquire or make significant investments in businesses, products or technologies that allow us to complement our existing product offerings, expand our market coverage, increase our engineering workforce or enhance our technological capabilities. Any future acquisitions or investments would expose us to many risks, including:

•  problems integrating the new personnel or the purchased operations, technologies or products;

•  difficulty securing adequate working capital;

•  unanticipated costs associated with the acquisition;

•  negative effects on our ability to generate excess free cash flow;

•  negative effects on profitability;

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•  adverse effects on existing business relationships with suppliers and customers;

•  risks associated with entering markets in which we have no or limited prior experience;

•  loss of key employees of the acquired business;

•  litigation arising from the operations before they were acquired by us; and

•  difficulty completing financial statements and audits.

Our inability to overcome problems encountered in connection with any acquisition could divert the attention of management, utilize scarce corporate resources and otherwise harm our business. In addition, we are unable to predict whether or when any prospective acquisition candidate will become available or the likelihood that any acquisition will be completed. Even if we do find suitable acquisition opportunities, we may not be able to consummate the acquisitions on commercially acceptable terms or realize the anticipated benefits of any acquisitions we do undertake.

A failure to expand our manufacturing capacity and scale our capabilities to manufacture new products could constrain our ability to grow our business.

We have needed to increase our manufacturing capacity, particularly in our locations in Lamanon, France and Hamburg, Germany to support the fulfillment of certain large contracts and to put us in position to accommodate growth in our business. Accordingly, we have initiated an expansion of our manufacturing facilities in Lamanon and renovated and reorganized our facilities in Hamburg. The future growth of our business depends on our ability to successfully expand our manufacturing capacity. Expansion of our manufacturing capacity may require us to obtain regulatory approvals or additional financing. Delay in the expansion of our manufacturing capacity could constrain our ability to grow our business, which would adversely affect our business, financial condition and results of operations.

Similarly, we could have substantial difficulty in dealing with rapid growth in markets for new products that we may introduce. If demand for our new products increases rapidly, we will need to expand internal production capacity or implement additional outsourcing. Success in developing, manufacturing and supporting products manufactured in small volumes does not guarantee comparable success in operations conducted on a larger scale. Manufacturing yields and product quality may decline as production volumes increase. If we are unable to deliver products quickly and cost effectively and in the requisite volumes, our customers may decline to purchase our new products or may purchase substitute products offered by our competitors. The costs associated with implementing new manufacturing technologies, methods, and processes, including the purchase of new equipment, and any resulting delays, inefficiencies and loss of sales, could harm our results of operations.

We rely on third-party sales representatives to assist in selling our products and services, and the failure of these representatives to perform as expected could reduce our future sales.

We typically derive 25% to 30% of our revenue from sales to our customers through third-party sales representatives. We have established relationships with some of our third-party sales representatives recently, and we are unable to predict the extent to which our third-party sales representatives will be successful in marketing and selling our products and services. Moreover, many of our third-party sales representatives also market and sell competing products and services, which may affect the extent to which our third-party sales representatives promote our products and services. Even where our relationships are formalized in contracts, our third-party sales representatives often have the right to terminate their relationships with us at any time. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives who will be able to market and support our products and services effectively, especially in markets in which we have not previously sold our products and services. If we cannot retain our current third-party sales representatives or recruit additional or replacement third-party sales representatives, our business, financial condition and results of operations could be harmed.

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The elimination or any modification of the Price-Anderson Act’s indemnification authority could have adverse consequences for our business.

In the United States, the Atomic Energy Act of 1954, as amended, or the AEA, comprehensively regulates the manufacture, use and storage of radioactive materials. Section 170 of the AEA, which is known as the Price-Anderson Act, supports the nuclear services industry by offering broad indemnification to commercial NPP operators and Department of Energy, or DOE, contractors for liabilities arising out of nuclear incidents at power plants licensed by the Nuclear Regulatory Commission, or NRC, and at DOE nuclear facilities. The indemnification authority of the NRC and DOE under the Price-Anderson Act was extended through 2025 by the Energy Policy Act of 2005. Some of our customers are covered by the indemnification provisions of the Price-Anderson Act. In addition, other jurisdictions have similar indemnification authority. If the indemnification authority in the United States or other countries is eliminated or adversely modified in the future, our business could be adversely affected if the owners and operators of NPPs cancel or delay plans to build new plants or curtail the operations of existing plants.

Our ability to provide bid bonds, performance bonds or letters of credit is limited and could negatively affect our ability to bid on or enter into significant contracts.

We are sometimes required to provide bid or performance bonds or letters of credit to guarantee performance under contracts across our various divisions. Our ability to obtain such bonds and letters of credit depends upon several factors, including our capitalization, working capital, past performance, management expertise and reputation and external factors beyond our control, including the overall capacity of the surety market. Surety companies consider those factors in relation to the amount of our tangible net worth and other underwriting standards that may change from time to time. Events that affect surety markets generally may result in bonding becoming more difficult to obtain in the future, or being available only at a significantly higher cost. Our inability to obtain adequate bonding and, as a result, to bid for, or enter into, significant contracts, could adversely affect our future financial condition and results of operations.

As a U.S. government contractor, we are subject to a number of procurement rules and regulations.

U.S. government contractors and subcontractors must comply with specific procurement regulations and other requirements and are subject to routine audits and investigations by U.S. government agencies. If we fail to comply with these rules and regulations, we could be subject to reductions in the value of our government contracts, contract modification or termination, the assessment of penalties and fines, and/or suspension or debarment from government contracting or subcontracting for a period of time or permanently.

Furthermore, we have bid, and may in the future submit bids, for U.S. government contracts that require our employees to maintain various levels of security clearances and require us or our subsidiaries to maintain certain facility security clearances in compliance with Department of Defense and other government requirements. Obtaining and maintaining security clearances for employees involves a lengthy process, and it can be difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain or retain security clearances, or if our employees who hold security clearances stop working for us, we may face delays in fulfilling contracts, or be unable to fulfill or secure new contracts, with any customer involved in classified work. Any breach of security for which we are responsible could seriously harm our business, damage our reputation and make us ineligible to work on any classified programs.

The classified work that we currently perform at one of our facilities subjects us to the industrial security regulations of the Department of Defense and other federal agencies that are designed to safeguard against unauthorized access by foreigners and others to classified and other sensitive information. We may be subject to penalties for violations of these regulations. If we were to come under foreign ownership, control, or influence, the U.S. government could terminate our contracts with it or decide not to renew them and such a situation could also impair our ability to obtain new contracts and subcontracts. The government may also change its procurement practices or adopt new contracting rules and regulations that could be costly to satisfy or that could impair our ability to obtain new contracts.

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We are subject to a variety of federal, state, local and foreign laws and regulatory regimes. Failure to comply with laws and regulations could subject us to, among other things, penalties and legal expenses which could have an adverse effect on our business.

Our business is subject to regulation by various federal, state, local and foreign governmental agencies. In the U.S., such regulation includes the radioactive material and exposure regulatory activities of the NRC, the anti-trust regulatory activities of the Federal Trade Commission and Department of Justice, the import/export regulatory activities of the Department of Commerce, the Department of State and the Department of Treasury, the regulatory activities of the Occupational Safety and Health Administration, the environmental regulatory activities of the Environmental Protection Agency, the labor regulatory activities of the Equal Employment Opportunity Commission and tax and other regulations by a variety of regulatory authorities in each of the areas in which we conduct business. We are also subject to regulation in other countries where we conduct business. In certain jurisdictions, such regulatory requirements may be more stringent than in the United States. We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, which requires employers to give affected employees at least 60 days’ notice of a plant closing or mass layoff, and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment. We are also subject to the employment and labor laws and regulations of the foreign jurisdictions, including France and Germany, where the majority of our employees are located.

Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, injunctions or debarment from government contracting or subcontracting. In addition, from time to time we have received, and may in the future receive, correspondence from former employees terminated by us who threaten to bring claims against us alleging that we have violated one or more labor or employment regulations. An adverse outcome in any such litigation could require us to pay damages.

Governmental enforcement actions could harm our business, financial condition and results of operations. If any governmental sanctions are imposed, or if we do not prevail in any civil or criminal litigation, our business, financial condition and results of operations could be materially adversely affected. In addition, responding to any action could be costly and result in a significant diversion of management’s attention and resources.

Certain of our products require the use of radioactive sources or incorporate radioactive materials, which subjects us and/or our customers to regulation, related costs and delays and potential liabilities for injuries or violations of environmental, health and safety laws.

Certain products in our Health Physics, Radiation Monitoring Systems and Sensing Systems divisions require the use of radioactive sources. For certain of our products, these radioactive sources are often obtained by our customers directly from third-party providers, and for others, we directly incorporate these radioactive sources into our products. Certain of our reactor instrumentation and control equipment and systems in our Sensing Systems division incorporate radioactive materials. In all such cases, licenses for radioactive sources and materials are provided by the appropriate regulatory authority in the relevant jurisdiction and such authorities may be at the state or national level. Our failure or any customer’s failure to obtain the necessary license for radioactive sources or materials required by or incorporated into our products could result in the cancellation or delay of purchases by our customers.

While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves an application process in which we: identify a person or persons who have appropriate training and experience to be a health physics/radiation safety officer; specify the radioactive sources or materials sought to be licensed, their physical form (i.e., sealed or unsealed) and maximum possession limits on the amount of each type of radioactive element or compound sought under the license; specifies their intended use (e.g., calibration, testing, quality assurance, manufacturing); and, set forth written policies and procedures to ensure that we have adequate measures in place to ensure health and safety. These policies and procedures typically must be designed to ensure worker, workplace, and public safety, including emergency

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plans; set forth the proper handling, control and security of radioactive sources or materials on site; detail any disposal or decommissioning considerations; and adequately train personnel at the site in proper access to, and handling of, radioactive sources or materials. Our noncompliance with or failure to properly implement such policies and procedures could delay or otherwise preclude us from obtaining the necessary license for radioactive sources or materials required by or incorporated into our products, which could result in the cancellation or delay of purchases by our customers.

The particular license requirements in a given jurisdiction are normally tailored to the specific radioactive elements or compounds involved, their physical form, and possession limits. Once authorities complete their application review and any required follow-up, the authority issues the site a license which imposes specific on-going compliance obligations that typically include requirements for us to pay periodic licensing fees, submit periodic written compliance reports, and agree to periodic site inspections by regulators, which may be announced or unannounced. Our failure to comply with any of these on-going obligations could result in the revocation of the necessary license for radioactive sources or materials required by or incorporated into our products, which could result in the cancellation or delay of purchases by our customers.

We are subject to federal, state and local regulations governing storage, handling and disposal of these radioactive materials and waste products. Outside of the United States, we are also subject to radiation regulations that vary from country to country. The improper storage, use and disposal of such materials by us and/or our customers could result in direct or secondary liability, including penalties and fines, to us in the event of environmental contamination or physical injury. Although we believe that our safety procedures for storing, handling and disposing of these hazardous materials comply in all material respects with the standards prescribed by law and regulation, we cannot eliminate the risk of accidental contamination or injury from those hazardous materials nor can we control the practices of our customers. The sale and use of our products with radioactive sources or materials could also lead to the filing of claims if someone were to allege injury from the use of one of our products or allege that one of our products was defective. Such a claim could result in substantial damages, be costly and time-consuming to defend and adversely affect the marketability of our products and our reputation.

We and our customers operate in highly regulated industries that require us and them to obtain, and to comply with, federal, state, local and foreign government permits and approvals.

We and our customers operate in a highly regulated environment. Many of our products and services must comply with various domestic and international standards that are used by regulatory and accreditation bodies for approving such services and products. Many of our products, particularly those offered by our Radiation Monitoring Systems and Sensing Systems divisions, are subject to an array of product testing under extreme temperature, pressure, radiation and seismic conditions, known collectively as a qualification, for any given nuclear reactor design. The qualification is typically owned by the party who pays for the testing and so, in certain cases, we license such qualifications from a third party. In addition, many of our products and services, particularly those offered by our Dosimetry Services division, must be certified by the National Voluntary Laboratory Accreditation Program in the United States and by other governmental agencies in international markets. The termination of any such accreditation or our failure to obtain and maintain required qualification or accreditation for our products and services may adversely affect our revenue and results of operations.

Changes in these standards and accreditation requirements may also result in our having to incur substantial costs to adapt our products. Such adaptations may introduce quality assurance issues during transition as new features and products may not perform as expected. Additionally, changes affecting radiation protection practices, including new understandings of the hazards of radiation exposure and corresponding changes in regulations, may impact how our services are used by our customers and may, in some circumstances, cause us to alter our products and services.

In addition, our customers are required to obtain, and to comply with, federal, state, local and foreign government licenses, permits and approvals with respect to either their facilities or possession and use of radioactive sources or other radioactive materials. Any of these licenses, permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the

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conditions of licenses, permits or approvals may adversely affect our customers’ operations by suspending their activities or delaying or preventing the receipt of radioactive sources or other radioactive materials, and may subject them to penalties and other sanctions. Although existing licenses, permits or approvals are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:

•  failure to provide adequate financial assurance in the event of decommissioning or closure;

•  failure to comply with environmental and safety laws and regulations or permit conditions;

•  local community, political or other opposition;

•  executive action; and

•  legislative action.

Furthermore, if new environmental legislation or regulations are enacted or existing laws or regulations are amended or are interpreted or enforced differently, our customers may be required to obtain additional operating licenses, permits or approvals. Regulatory issues experienced by our customers may lead to delay or cancellation of their orders for our products and services or the discontinuance of future orders. We cannot assure you that we or our customers will be able to meet all potential regulatory challenges.

We could incur substantial costs as a result of violations of or liabilities under environmental laws.

Our operations and properties are subject to a variety of federal, state, local and foreign environmental laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous and non-hazardous materials and waste and remediation of releases of hazardous materials. Our failure to obtain any necessary permits or to comply with present and future laws, regulations or permits, or the identification of contamination at our or our predecessors’ former or current facilities or at third-party waste disposal sites, could cause us to incur substantial costs, including clean-up costs, fines and penalties, investments to upgrade our facilities or curtailment of operations. The future identification of presently unidentified environmental conditions, more vigorous enforcement by regulatory agencies, enactment of more stringent laws, regulations or permit requirements or other unanticipated events may arise in the future and give rise to material environmental liabilities and related costs which could have a material adverse effect on our business, financial condition and results of operations.

A European Union, or EU, directive relating to the restriction of hazardous substances in electrical and electronic equipment, or RoHS directive, and an EU directive relating to waste electrical and electronic equipment, or WEEE directive, have been and are being implemented in EU member states. Among other things, the RoHS directive restricts the use of certain hazardous substances in the manufacture of electrical and electronic equipment and the WEEE directive requires producers of electrical goods to be responsible for the collection, recycling, treatment and disposal of these goods. In addition, laws similar to the RoHS and WEEE directives were passed in China in 2006 and South Korea in 2007. Governments in other countries and states, including the United States, are considering implementing similar laws or regulations.

In addition, a regulation regarding the registration, authorization and restriction of chemical substances in industrial products, or REACH, became effective in the EU in 2007. REACH and other regulations require us or our suppliers to substitute certain chemicals contained in our products with substances the EU considers less dangerous. We have assessed the impact that REACH is expected to have on us and have determined the impact at this time to be immaterial to our business and operations, but we cannot assure you that it or similar regulations will not materially affect us in the future.

The costs associated with complying with future laws and regulations could include costs associated with modifying or requalifying our products, recycling and other waste processing costs, legal and regulatory costs and insurance costs. We have recorded in the past and may be required to record in the future additional expenses for costs associated with compliance with regulations. The costs of complying with future environmental and worker health and safety laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

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Our future success is dependent on our ability to retain key personnel, including our executive officers, and attract qualified personnel. If we lose the services of these individuals or are unable to attract new talent, our business will be adversely affected.

Our future operating results depend in significant part upon the continued contributions of our key technical and senior management personnel, many of whom would be difficult to replace. We are particularly dependent on the continued service of Thomas D. Logan, our President, Chief Executive Officer and Chairman of the Board, W. Antony Besso, our Regional Vice President, EMEA, and President, Health Physics Division, Iain F. Wilson, our Regional Vice President, Asia, and President, Sensing Systems Division, and Jean-Louis Gouronc, our President, Radiation Monitoring Systems.

Our future operating results also depend in significant part upon our ability to attract, train and retain qualified management, manufacturing and quality assurance, engineering, marketing, sales and support personnel. In particular, engineers skilled in the analog technologies used in certain of our products are in high demand and competition to attract such personnel is intense. In addition, the expected increase in construction of new NPPs may exacerbate the shortage of radiation engineers and other qualified personnel. We are continually recruiting such personnel; however, we cannot assure you that we will be successful in attracting, training or retaining such personnel now or in the future. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for us to hire such persons over time. The high demand for such personnel may increase the costs to us to recruit and retain employees.

The loss of any key employee, the failure of any key employee to perform in his or her current position, our inability to attract, train and retain skilled employees as needed or the inability of our officers and key employees to expand, train and manage our employee base could materially and adversely affect our business, financial condition and results of operations.

Our ability to compete successfully and achieve future growth will depend on our ability to protect our intellectual property and to operate without infringing the intellectual property of others.

Our business is largely dependent upon our design, engineering, manufacturing and testing know-how. We attempt to protect our intellectual property rights through trade secret laws, non-disclosure agreements, confidentiality procedures and employee disclosure and invention assignment agreements. To a lesser extent, we may also seek to protect our intellectual property through patents, trademarks and copyrights. We rely upon unpatented proprietary radiation detection expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position, some of which is licensed from third parties. Confidentiality agreements with our employees and third parties are often limited in duration and could be breached, and therefore they may not provide meaningful protection for our trade secrets or proprietary radiation detection expertise. Adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets. Others may obtain knowledge of our trade secrets through independent development or other access by legal means. It is possible that our efforts to protect our intellectual property rights may not:

•  prevent our competitors from independently developing similar products, duplicating our products or designing around the patents owned by us;

•  prevent third-party patents from having an adverse effect on our ability to do business;

•  provide adequate protection for our intellectual property rights;

•  prevent disputes with third parties regarding ownership of, or exclusive rights to, our intellectual property;

•  prevent disclosure of our trade secrets and know-how to third parties or into the public domain;

•  prevent the challenge, invalidation or circumvention of our existing patents;

•  result in patents that lead to commercially viable products or provide competitive advantages for our products; and

•  result in issued patents and registered trademarks from any of our pending applications.

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The laws of foreign countries also may not adequately protect our intellectual property rights. Many U.S. companies have encountered substantial infringement problems in foreign countries. Because we conduct a substantial portion of our operations and a majority of our sales have been outside of the United States, we have significant exposure to foreign intellectual property risks.

Others have in the past attempted, and may in the future attempt, to copy or otherwise obtain and use our intellectual property without our consent. Monitoring the unauthorized use of our intellectual property is difficult. There is a risk that our customers or their end users’ customers may attempt to copy or otherwise obtain and use our intellectual property without our consent. It may be necessary, from time to time, to initiate litigation against one or more third parties, including our customers or companies with whom we have manufacturing relationships, to preserve our intellectual property rights or to challenge the validity and scope of proprietary rights asserted by others, and we could face counterclaims. Legal disputes with our customers or companies with whom we have manufacturing relationships could substantially harm our relationships and sales. Litigation is expensive and time consuming, and an adverse outcome could subject us to significant liability for damages or invalidate our proprietary rights.

From time to time, third parties may claim that we have infringed upon, misappropriated or misused other parties’ proprietary rights, and we may already be infringing without knowing it. Any of these events or claims could result in litigation. Such litigation, whether as plaintiff or defendant, could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is ultimately determined in our favor. In the event of an adverse result in such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of certain products, expend significant resources to develop or acquire non-infringing technology, discontinue the use of certain processes, obtain licenses to use the infringed technology, or indemnify our customers. Product development or license negotiating would likely result in significant expense to us and divert the efforts of our technical and management personnel. We cannot assure you that we would be successful in such development or acquisition or that such licenses would be available on reasonable terms, or at all.

Our obligations to indemnify our customers for the infringement by our products of the intellectual property rights of others could require us to pay substantial damages.

We currently have in effect a number of agreements in which we have agreed to defend, indemnify and hold harmless our customers and suppliers from damages and costs that may arise from the infringement by our products of third-party patents, trademarks or other proprietary rights. We may periodically have to respond to claims and initiate or participate in litigation in connection with these indemnification obligations, which may result in our paying substantial damages. Our insurance does not cover intellectual property infringement.

Some of our workforce is represented by labor unions in the United States and by works councils and trade unions in the EU, which may lead to work stoppages that could adversely affect our business.

As of December 31, 2009, approximately 34, or 12%, of our U.S. employees were unionized, and the majority of our EU employees are members of, or are represented by, works councils or trade unions. Since 1988, we have experienced only two work stoppages, at our facility in Lamanon, France. We may experience work stoppages or other labor problems in the future, which could adversely affect our business. We cannot predict how stable our relationships will be or whether we will be able to satisfy union or works council requirements without impacting our operating results and financial condition. Union and works council rules may limit our flexibility to respond to changing market conditions and the application of these rules could harm our business. The unions and works councils may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our relationships could negatively impact the timely production of our products, which could strain relationships with customers and cause a loss of revenue that would adversely affect our results of operations.

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Our operations could be subject to natural disasters and other business disruptions, which could materially adversely affect our business and increase our expenses.

Our operations could be subject to natural disasters and other business disruptions, which could harm our future revenue and financial condition and increase our costs and expenses. For example, our corporate headquarters in San Ramon, California and the center of operations of our Dosimetry Services division in Irvine, California are located near major earthquake fault lines. In the event of a major earthquake or other natural or manmade disaster, we could experience business interruptions, destruction of or damage to facilities and/or loss of life, any of which could have a material adverse effect on our business and increase our expenses.

Risks Related to this Offering and Our Common Stock

If we cannot generate sufficient operating cash flow and obtain external financing, we may be unable to make all of our planned capital expenditures and other expenses.

Our ability to fund anticipated capital expenditures and other expenses depends on generating sufficient cash flow from operations and the availability of external financing. Since our inception in 2005, ACAS and its affiliates have provided us with the capital and debt financing that we have used to fund our growth and operations. Although ACAS will continue to be a significant stockholder in our company upon completion of this offering, ACAS is under no obligation to continue making capital investments in us or to provide debt financing to us and is unlikely to do so.

Our debt service obligations and our capital expenditures, together with on-going operating expenses, will be a substantial drain on our cash flow and may decrease our cash balances. The timing and amount of our capital requirements cannot be precisely determined at this moment and will depend on a number of factors, including demand for our products, product mix, changes in industry conditions and market competition. We intend to regularly assess markets for external financing opportunities, including debt and equity. Such financing may not be available when needed or, if available, may not be available on satisfactory terms, particularly in light of the limited financing available as a result of the current global financial crisis. Any equity financing would cause further dilution to our stockholders. See “Dilution.” Our inability to obtain needed financing or to generate sufficient cash from operations may require us to abandon projects or curtail capital expenditures, and we could be materially adversely affected. If we are not able to independently generate excess free cash flow and obtain third party debt or equity financing, our ability to grow our business may be materially adversely affected.

Upon completion of this offering, ACAS will continue to have a significant influence over matters determined by our Board of Directors and will be in a position to significantly influence the outcome of all matters submitted to our stockholders for approval, which will limit your ability to influence corporate actions and may adversely affect the market price of our common stock.

Upon completion of this offering, ACAS, our principal stockholder, will beneficially own 10,740,324 shares of our common stock (approximately 49.3% of our outstanding common stock), which includes shares of our common stock underlying warrants, or 9,090,324 shares of our common stock (approximately 41.7% of our common stock) if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock from the selling stockholders. As a result, ACAS will continue to have significant influence over the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our Certificate of Incorporation and Bylaws and approval of significant corporate transactions, as long as it continues to hold a significant percentage of our outstanding common stock.

Furthermore, in the event that ACAS were to sell fewer shares than contemplated hereby such that following the consummation of this offering ACAS and its affiliated funds could continue to hold shares representing more than a majority of our outstanding shares, ACAS will receive the benefit of a provision of the Bylaws that we will adopt upon the consummation of this offering that provides that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors). Our

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Bylaws will also provide that ACAS will have the right to designate three of our seven directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% and one director so long as they hold at least 10% but less than 25%.

ACAS will also be able to take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. In addition, this significant concentration of stock ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. This concentration of control could be disadvantageous to other stockholders with interests different from those of our principal stockholder and the trading price of our common stock could be adversely affected. See “Principal and Selling Stockholders” for a more detailed description of the ownership of our common stock.

Conflicts of interest may arise because some of our directors are principals of ACAS.

Three persons designated by ACAS will serve on our Board of Directors upon the consummation of this offering. ACAS and its affiliates may invest in entities that directly or indirectly compete with us, or companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of ACAS and the interests of our other stockholders arise, these directors may not be disinterested.

Although our directors and officers will have a duty of loyalty to us under Delaware law and the Certificate of Incorporation that we will adopt prior to the consummation of this offering, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our Board of Directors and a majority of our disinterested directors, or a committee consisting solely of disinterested directors, approves the transaction.

ACAS and its affiliates do not have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do.

Under the Certificate of Incorporation that we will adopt upon the consummation of this offering, none of ACAS or its affiliates and investment funds, or any other ACAS entity, nor any director, officer, stockholder, member, manager and/or employee of an ACAS entity, has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any ACAS entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both itself and us, the ACAS entity will not have any duty to communicate or offer the corporate opportunity to us and may pursue or acquire the corporate opportunity for itself or offer the opportunity to another person. In addition, none of ACAS’s designees on our Board of Directors will be required to offer to us any transaction opportunity of which he or she becomes aware and could take any such opportunity for him or herself or offer it to other companies (including ACAS and its other portfolio companies) in which they have an investment, unless such opportunity is expressly offered to him or her solely in his or her capacity as a director of us.

If ACAS were to sell fewer shares than currently contemplated, we would elect to be a “controlled company,” as defined in the NASDAQ Stock Market Rules, and, as a result, we would take advantage of exemptions from certain corporate governance requirements; in any event, we are permitted to phase-in certain corporate governance requirements over the course of one year.

If ACAS were to sell fewer shares in this offering than currently contemplated, such that following the offering ACAS owned common stock representing more than a majority of the voting power in the election of our directors, we would elect to be considered a “controlled company” within the meaning of the corporate governance standards of the NASDAQ Stock Market Rules. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its board of directors consist of independent directors, the requirement that it have a nominating/corporate

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governance committee that is composed entirely of independent directors for the purposes of director nominations and the requirement that it have a compensation committee that is composed entirely of independent directors for the purposes of approving executive compensation. As a result, a majority of our directors would not be independent and our compensation and nominating and corporate governance committees would not consist entirely of independent directors. Furthermore, until one year following this offering, as permitted by applicable rules, we would not anticipate having an audit committee consisting solely of independent directors. Accordingly, you would not have the same protection afforded to stockholders of companies that are subject to all of the NASDAQ Stock Market corporate governance requirements.

Upon the consummation of this offering, ACAS, our principal stockholder, will beneficially own 10,740,324 shares of our common stock (approximately 49.3% of our outstanding common stock), which includes shares of our common stock underlying warrants held by ACAS, or 9,090,324 shares of our common stock (approximately 41.7% of our common stock) if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock from the selling stockholders. As a result, we do not expect to be a “controlled company.” However, under the applicable rules of The Nasdaq Stock Market, we will have a one year phase-in period to comply with those corporate governance requirements of The Nasdaq Stock Market from which we would have been exempt had we continued to remain a controlled company. Accordingly, for at least one year following the consummation of this offering, you may not have the same protection afforded to stockholders of companies that are subject to all of The Nasdaq Stock Market corporate governance requirements.

The price of our common stock may be volatile and subject to wide fluctuations.

The market price of our common stock may be subject to wide fluctuations due to a number of factors. We may experience significant period-to-period fluctuations in our backlog, revenue and operating results in the future and any such variations may cause our stock price to fluctuate. It is likely that in some future period our operating results will be below the expectations of securities analysts or investors. If this occurs, our stock price could drop significantly. A number of factors, in addition to those cited in other risk factors applicable to our business, may contribute to fluctuations in our backlog, revenue and operating results, including:

•  the timing and volume of orders from our customers;

•  the rate of acceptance of our products by our customers;

•  the rate of adoption of our products in the end markets we target;

•  delays or cancellations in the construction of new NPPs by our customers;

•  cancellations or deferrals of customer orders in anticipation of new products or product enhancements from us or our competitors or other providers;

•  changes in product mix; and

•  the rate at which new markets emerge for products we are currently developing.

Broad market and industry factors may also adversely affect the market price of our common stock, regardless of our actual operating performance. Market and industry factors that could cause fluctuations in our stock price may include, among other things:

•  incidents affecting the nuclear industry;

•  regulatory changes or legal developments affecting the nuclear industry;

•  changes in financial estimates by us or by any securities analysts who might cover our stock, or our failure to meet the estimates made by securities analysts;

•  changes in the market valuations of other companies operating in our industry;

•  announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;

•  additions or departures of key personnel; and

•  a general downturn in the stock market.

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The market price of our common stock also might decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. The initial public offering price of our common stock will be determined through negotiations between the representatives of the underwriters, ACAS and us and may not be representative of the price that will prevail in the open market. You might be unable to resell your shares at or above the offering price. In the past, companies that have experienced volatility in the market price of their stock have been the subjects of securities class action litigation. If we were to become the subject of securities class action litigation, it could result in substantial costs and a diversion of management’s attention and resources.

We have and will continue to incur increased costs as a result of becoming a reporting company.

We have and will continue to face increased legal, accounting, administrative and other costs as a result of becoming a reporting company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission, or the SEC, and the Public Company Accounting Oversight Board, have required changes in the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make legal, accounting and administrative activities more time consuming and costly. For example, upon the consummation of this offering we will add independent directors, create additional committees of our Board of Directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect to incur substantially higher costs to obtain directors and officers’ insurance. In addition, as we gain experience with the costs associated with being a reporting company, we may identify and incur additional overhead costs.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on us.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, standards that we will be required to meet in the course of preparing our fiscal 2011 financial statements. We currently have material weaknesses in our internal controls and do not currently have comprehensive documentation of our internal controls, nor do we document or test our compliance with these controls on a periodic basis in accordance with Section 404 of the Sarbanes-Oxley Act. Furthermore, we have not tested our internal controls in accordance with Section 404 and, due to our lack of documentation, such a test would not be possible to perform at this time.

We are in the early stages of addressing our internal control procedures to satisfy the requirements of Section 404, which requires an annual management assessment of the effectiveness of our internal control over financial reporting. If, as a public company, we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to attest to the effectiveness of our internal control over financial reporting. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules and may breach the covenants under our credit facilities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

Future sales of shares could depress our stock price.

If our existing stockholders sell substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decline. Based on 10,783,660 shares outstanding as of February 28, 2010, upon completion of this offering we will have outstanding approximately 18,583,660 shares of common stock. Of these shares, only the 11,000,000 (plus up to 1,650,000 additional shares if the over-allotment option is exercised in full) shares of common stock sold in this offering will be freely tradable, without restriction, in the public market. After the lock-up agreements pertaining to this offering expire, our existing stockholders will be able to sell their remaining shares in the public market, subject to legal restrictions on transfer. Upon the consummation of this offering, we will enter into a registration rights agreement that provides for registration rights with respect to the up to 11,181,243 shares of

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our common stock that will be held by ACAS and its affiliates, Thomas D. Logan, W. Antony Besso and certain other stockholders following this offering. Registration of the sale of the common stock would permit their sale into the market immediately. If for any reason ACAS voluntarily or involuntarily sells a large number of shares, including any shares pledged to its lenders or otherwise following a default by ACAS under its credit facilities, the market price of our common stock could decline, as these sales may, among other things, be viewed by the public as an indication of an upcoming or recently occurring shortfall in the financial performance of our company. Moreover, the perception in the public market that these investors might sell our common stock could depress the market price of the common stock. See “Shares Eligible for Future Sale” for more detailed information. Additionally, we may sell or issue additional shares of common stock in subsequent public offerings or in connection with acquisitions.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. In addition, it is likely that in some future period our operating results will be below the expectations of securities analysts or investors. If one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

Some provisions of our Certificate of Incorporation and Bylaws may deter third parties from acquiring us and diminish the value of our common stock.

The Certificate of Incorporation and Bylaws that we will adopt upon the consummation of this offering will provide for, among other things:

•  restrictions on the ability of our stockholders to fill a vacancy on our Board of Directors;

•  our ability to issue preferred stock with terms that our Board of Directors may determine, without stockholder approval;

•  the absence of cumulative voting in the election of directors;

•  advance notice requirements for stockholder proposals and nominations;

•  our Board of Directors to be divided into three classes, with each class serving staggered terms;

•  the right of ACAS to designate three members of our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% of our outstanding common stock and one director so long as they hold at least 10% but less than 25% of our outstanding common stock;

•  the requirement that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors);

•  the requirement that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors to change the number of directors of our Board of Directors so long as ACAS and its affiliated funds hold at least 10% of our outstanding common stock; and

•  the requirement that, so long as ACAS and its affiliated funds hold at least 10% of our outstanding common stock, ACAS must approve changes to certain provisions of the Bylaws, including, among other things, the provisions governing the size, classification and term of our Board of Directors, the right of ACAS to designate certain members of our Board of Directors and the provisions that require that at least one of the directors designated by ACAS must be part of the majority in certain actions taken by our Board of Directors, as described in the two preceding bullets above.

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These provisions may discourage, delay or prevent a transaction involving a change in control of our company that is in the best interest of our minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts.

We do not anticipate paying any cash dividends for the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the development and growth of our business. We do not intend to pay any dividends to holders of our common stock and the agreements governing our debt significantly restrict our ability to pay dividends. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock. See “Dividend Policy.”

New investors in our common stock will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our common stock will be substantially higher than the pro forma as adjusted net tangible book value per share of the outstanding common stock immediately after this offering. Based on an assumed initial public offering price of $16.00 per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of December 31, 2009, if you purchase our common stock in this offering, you will suffer immediate dilution in pro forma as adjusted net tangible book value per share of approximately $19.18 per share. See “Dilution.”

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and on our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve assumptions as well as risks and uncertainties, some of which are beyond our control. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses will be approximately $106.7 million, assuming the shares are offered at $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use $97.8 million of the net proceeds from this offering to repay certain borrowings from ACAS and its affiliates. We also intend to use net proceeds from this offering to make a one-time payment of $8.0 million to ACFS, a subsidiary of ACAS, to terminate an investment banking services agreement between us and ACFS. See “Certain Relationships and Related Party Transactions.” We also intend to use $0.8 million of the net proceeds from this offering to make bonus payments upon completion of this offering to certain of our employees, including an aggregate of $0.6 million to certain of our executive officers. See “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation.” We will not receive any proceeds from the sale of shares of common stock by selling stockholders. A $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share would increase (decrease) the net proceeds to us from this offering by $7.3 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. In addition, we have entered into a letter agreement with each holder of our convertible preferred stock, including ACAS and its affiliates and Thomas Logan, our President, Chief Executive Officer and Chairman of the Board, that in lieu of dividends otherwise payable in the form of additional shares of convertible preferred stock, for the period from March 1, 2010 through the closing of this offering, we will pay cash dividends on shares of our outstanding preferred stock at a rate equal to the number of shares of common stock they would have received upon conversion of the preferred stock they would have received in dividends during that period multiplied by the initial public offering price. Assuming an initial public offering price of $16.00 per share, the aggregate dividend payment would equal approximately $41,207 per day from March 1, 2010 until the closing of this offering. We will pay this amount out of our existing cash.

We intend to repay with a portion of the net proceeds from this offering the following outstanding debt of our subsidiaries that is held by our principal stockholder, ACAS, or its affiliates. For purposes of this section, EURIBOR means the Euro Interbank Offered Rate and LIBOR means the London Interbank Offered Rate.

					Interest Rate		Principal Balance at			Principal Balance at			Amount to be
			Contractual		at December 31,		December 31,			February 28,			Repaid with
	Due		Interest Rate		2009		2009			2010			Net Proceeds
							(In thousands)			(In thousands)			(In thousands)
Revolving Credit Facilities:
$20.25 million		July 2011		LIBOR + 4.5%		4.73%	$	20,250	(1)	$	20,250(1	)	$	20,250
$14.0 million		July 2011		LIBOR + 5%		5.23%		13,997	(1)		13,997(1	)		13,997
$8.2 million		July 2011		EURIBOR + 2%		2.47%		7,130	(1)		7,130(1	)		7,130
Senior Term Notes:
$24.9 million Senior Term B		July 2011		EURIBOR + 3%		3.47%		24,944	(1)		24,944(1	)		24,994
$4 million Senior Term C		Oct 2011		LIBOR + 9%		9.23%		4,000	(1)		4,000(1	)		4,000
$27 million Senior Term D		Oct 2011		LIBOR + 6.5%		6.73%		25,920	(1)		25,853(1	)		25,853
Senior Subordinated Note: $12.2 million paid-in-kind		July 2011		EURIBOR + 11%		11.47%		12,681			12,681			1,593	(2)
Total ACAS debt to be repaid in this offering													$	97,834

(1) Interest is paid by us to the lender monthly in arrears, and accordingly, the balance at each month’s end reflects only the principal balance of the related obligation. Any decrease in the principal balance between periods is due to scheduled principal repayments expected to be made by us.

(2) The balance to be repaid by us with net proceeds from this offering related to this note is estimated to be $1.6 million of the total note payable of $16.1 million as of February 28, 2010 (including principal of $12.7 million and paid-in-kind interest payable of $3.4 million). The remaining balance outstanding on this note, consisting of both principal and paid-in-kind balances outstanding, will be repaid with borrowings under our new bank credit facilities that we expect to enter into upon the consummation of this offering.

We intend to repay all other debt held by ACAS and its affiliates ($86.0 million as of December 31, 2009 and $85.9 million as of February 28, 2010) with borrowings under our anticipated new bank credit facilities that we expect to enter into upon the consummation of this offering.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the development and growth of our business. We do not intend to pay dividends to holders of our common stock and the agreements governing our anticipated new bank credit facilities significantly restrict our ability to pay cash dividends.

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of December 31, 2009:

•  on an actual basis; and

•  on a pro forma basis to give effect to:

•  an $8.0 million increase in distribution payable to ACAS to reflect the accrual of an $8.0 million payment to ACAS to terminate an investment banking services agreement, with a corresponding increase in accumulated deficit. No tax benefit has been provided related to this expense because we are in a net operating loss position and have a full valuation allowance in the affected jurisdiction;

•  a $183.8 million reduction in notes payable to ACAS to reflect the assumed distribution to ACAS in connection with this offering, with a corresponding increase in distribution payable to ACAS. Of this reduction, $97.8 million will be paid using proceeds of the offering and $86.0 million will be paid with proceeds from new third-party debt arrangements;

•  the conversion of the outstanding shares of Series A Convertible Participating Preferred Stock into 10,225,912 shares of common stock as of December 31, 2009, based upon a conversion rate of 9.6288 for Series A-1 preferred stock and 8.8128 for Series A-2 preferred stock; and

•  the conversion of 17,773 outstanding shares of Class A Voting Common Stock and 388,023 outstanding shares of Class B Non-Voting Common Stock into 405,796 shares of common stock.

•  on a pro forma as adjusted basis to give further effect to:

•  The issuance and sale of 7,800,000 shares of common stock in this offering, at an assumed initial public offering price of $16.00 for gross proceeds of $124.8 million, and the receipt of the net proceeds of $106.7 million after deducting $18.1 million of underwriting discounts and commissions and estimated offering expenses paid or payable by us. Of the $18.1 million total offering costs paid or payable by us, $6.6 million were previously paid by us and have been included in prepaid expenses and other current assets. The pro forma as adjusted amounts include a decrease in prepaid expenses and other current assets to reflect the reclassification of these amounts to equity at the completion of the offering and the corresponding increase in cash and cash equivalents representing the amount of the net proceeds retained by us to offset offering costs already paid. The net proceeds from this offering were used to make payments to ACAS of $8.0 million and $97.8 million resulting in a reduction in the distribution payable to ACAS. The net proceeds from this offering were also used to make bonus payments of $0.8 million, with a corresponding increase in accumulated deficit. No tax benefit has been provided related to this expense as we are in a net operating loss position and have a full valuation allowance in the affected jurisdictions.

•  A $75.3 million increase in notes payable and a $10.7 million increase in the current portion of notes payable, representing principal payments due within twelve months of executing the new notes, to reflect new debt arrangements entered into concurrently with the completion of this offering and the receipt of $83.0 million of cash, net of $2.7 million of loan origination fees incurred in connection with the new debt arrangements. These fees have been reflected as an increase in other assets.

•  A $86.0 million decrease in cash and cash equivalents and distribution payable to ACAS to reflect the distribution to ACAS made to repay debt obligations that were refinanced with a third party.

•  A $0.8 million decrease in other assets to reflect the expensing of loan origination fees previously capitalized in connection with the ACAS debt arrangements, with a corresponding increase in accumulated deficit. No tax benefit has been provided related to this expense because we are in a net operating loss position and have a full valuation allowance in the affected jurisdictions.

•  A $0.2 million increase in additional paid-in capital and accumulated deficit to reflect the compensation expense associated with certain employee stock options that will vest upon this

37

offering. No tax benefit has been provided related to this expense because we are in a net operating loss position and have a full valuation allowance in the affected jurisdictions. The compensation expense relates to unrecognized compensation expense associated with 54,111 unvested employee stock options granted in August 2008 that, under the original terms of the grant, vest ratably over four years from the date of grant, with accelerated vesting of any unvested shares upon consummation of an initial public offering. We estimated the value of these options on the date of grant using the Black-Scholes model and based on the valuation assumptions detailed in Note 13 to the consolidated financial statements. The pro forma as adjusted balance sheet has not been adjusted to reflect the compensation expense associated with 128,273 stock options that are expected to be granted to our employees and outside directors immediately following the pricing of this offering. These options are expected to have a four year vesting term, and the compensation expense assuming the offering occurred at the end of fiscal 2009 will be recognized ratably over the following four years. Additionally, the pro forma as adjusted balance sheet has not been adjusted to reflect the compensation expense associated with performance-based call options with market conditions held by our Chief Executive Officer because the compensation expense associated with these options assuming the offering occurred at the end of fiscal 2009 will be recognized in subsequent periods based on the implied requisite service period for the market conditions (30 days subsequent to the offering for one-half of the shares, and 24 months subsequent to the offering for one-half of the shares).

You should read this table along with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	As of December 31, 2009
					Pro Forma
	Actual		Pro Forma(1)		as Adjusted(1)
	(in thousands, except share data)
Total debt, including current portion and other payables to ACAS:
Distribution payable to ACAS	$	—	$	191,790	$	—
Notes payable to ACAS		183,790		—		—
Total payables to ACAS	$	183,790	$	191,790	$	—
Notes payable to third parties	$	5,799	$	5,799	$	5,799
New indebtedness:
Short-term portion	$	—	$	—	$	10,658
Long-term portion		—		—		75,298
Stockholders’ equity:
Series A-1 Convertible Participating Preferred Stock, $0.001 par value; 1,200,000 shares authorized, actual; 678,804 shares issued and outstanding, actual; none authorized, issued and outstanding pro forma and pro forma as adjusted	$	1	$	—	$	—
Series A-2 Convertible Participating Preferred Stock, $0.001 par value; 300,000 shares authorized, actual; 70,000 shares issued and outstanding, actual; none authorized, issued and outstanding, pro forma and pro forma as adjusted		—		—		—
Preferred Stock, $0.001 par value; none authorized, issued and outstanding, actual and pro forma; 1,500,000 shares authorized, pro forma as adjusted; none issued and outstanding, pro forma as adjusted		-—		—		—
Class A Voting Common Stock, $0.001 par value; 61,328,125 shares authorized, actual; 17,773 shares issued and outstanding, actual; none authorized, issued and outstanding, pro forma and pro forma as adjusted		—		—		—

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	As of December 31, 2009
							Pro Forma
	Actual			Pro Forma(1)			as Adjusted(1)
	(in thousands, except share data)
Class B Non-Voting Common Stock, $0.001 par value; 17,171,875 shares authorized, actual; 388,023 shares issued and outstanding, actual; none authorized, issued and outstanding, pro forma and pro forma as adjusted		—			—			—
Common stock, $0.001 par value; none authorized, issued and outstanding, actual; 78,500,000 shares authorized, pro forma; 10,631,708 shares issued and outstanding, pro forma; 78,500,000 shares authorized, pro forma as adjusted;18,431,708 shares issued and outstanding, pro forma as adjusted		—			1			1
Additional paid-in capital		99,016			99,016			205,894
Accumulated deficit		(103,332	)		(111,332	)		(113,142	)
Accumulated other comprehensive income		11,995			11,995			11,995
Total stockholders’ equity (deficit)		7,680			(320	)		104,748
Total capitalization	$	197,269		$	197,269		$	196,503

(1) Assuming the number of shares sold by us in this offering remains the same as set forth on the cover page of this prospectus, a $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, our total cash, total stockholders’ equity and total capitalization by approximately $7.3 million.

The table above excludes, as of December 31, 2009:

•  962,944 shares of common stock subject to outstanding options at a weighted average exercise price of $14.45 per share;

•  an aggregate of 948,281 shares of common stock either reserved for issuance under our existing stock option plan or to be reserved for issuance under our amended and restated stock plan to become effective in connection with this offering, of which 128,273 shares are expected to be granted in the form of stock options to our employees, including options to purchase 34,008 shares to be granted to our executive officers (in the respective amounts set forth on page 116 of this prospectus) and, under the director compensation policy described on page 110 of this prospectus, outside directors, immediately following the pricing of this offering at an exercise price equal to the initial public offering price; and

•  3,420,636 shares of common stock subject to outstanding warrants as of December 31, 2009 at a weighted average exercise price of $0.00018 per share. These warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by our Board of Directors. Our Board of Directors has resolved that all of these warrants will become exercisable at the option of the holder thereof upon the consummation of this offering and thereafter.

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of common stock initially upon completion of this offering. As of December 31, 2009, our net tangible book value was $(153.7) million, or $(14.46) per share of common stock. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by 10,631,708, the number of shares of our common stock outstanding after giving effect to the conversion of our Series A Convertible Participating Preferred Stock pursuant to the conversion terms in our Certificate of Incorporation and the conversion of our Class A Voting Common Stock and Class B Non-Voting Common Stock on a one-for-one basis.

After giving effect to the sale of 7,800,000 shares, assuming the shares are offered at $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and estimated offering expenses, the repayment of certain borrowings from ACAS and its affiliates, a one-time payment of $8.0 million to ACFS, a subsidiary of ACAS, to terminate an investment banking services agreement between us and ACFS, bonus payments upon completion of this offering to certain of our employees and the repayment of all remaining debt held by ACAS and its affiliates with borrowings under our anticipated new bank credit facilities, our pro forma as adjusted net tangible book value as of December 31, 2009 would have equaled $(58.6) million, or $(3.18) per share of common stock. This represents an immediate increase in net tangible book value of $11.28 per share to our existing stockholders and an immediate dilution in net tangible book value of $19.18 per share to new stockholders of common stock in this offering. If the initial public offering price is higher or lower, the dilution to new stockholders will be greater or less. The following table summarizes this per share dilution:

Assumed initial public offering price per share				$	16.00
Net tangible book value per share as of December 31, 2009	$	(14.46	)
Increase in pro forma tangible net book value per share as adjusted attributable to this offering from new investors		11.28
Pro forma as adjusted net tangible book value per share after this offering					(3.18	)
Dilution in pro forma as adjusted net tangible book value per share to new stockholders				$	19.18

A $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by $7.3 million, the pro forma as adjusted net tangible book value per share by $0.39 per share, and the dilution in pro forma as adjusted net tangible book value per share to new stockholders by $0.39 per share.

The following table summarizes on a pro forma basis, as of December 31, 2009, the differences between our existing stockholders and new stockholders with respect to the number of shares of common stock issued by us, the total consideration paid and the average price per share paid:

	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			Per Share
	(in thousands)					(in thousands)
Existing stockholders		10,632		57.7	%	$	95,172		43.3	%	$	8.95
New stockholders		7,800		42.3			124,800		56.7		$	16.00
		18,432		100	%	$	219,972		100	%

Sales by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to 7,431,708, or 40.3% of the total number of shares of our common stock to be outstanding after the offering, and will increase the number of shares held by new investors to 11,000,000, or 59.7% of the total number of shares of our common stock to be outstanding after the offering. If the underwriters exercise their over-allotment option in full, the following will occur: (1) the number of shares of common stock held by existing stockholders will represent approximately 31.4% of the total number of shares of common stock

40

outstanding after this offering; and (2) the number of shares of common stock held by new public stockholders will be increased to 12,650,000, or approximately 68.6% of the total number of shares of common stock outstanding after this offering.

The number of shares of common stock to be outstanding after this offering is based on 10,631,708 shares outstanding as of December 31, 2009 after giving effect to the conversion of our Series A Convertible Participating Preferred Stock pursuant to the conversion terms in our Certificate of Incorporation and excludes:

•  962,944 shares of common stock subject to outstanding options as of December 31, 2009 at a weighted average exercise price of $14.45 per share;

•  an aggregate of 948,281 shares of common stock either reserved for issuance under our existing stock option plan or to be reserved for issuance under our amended and restated stock plan to become effective in connection with this offering, of which 128,273 shares are expected to be granted in the form of stock options to our employees, including options to purchase 34,008 shares to be granted to our executive officers (in the respective amounts set forth on page 116 of this prospectus), and, under the director compensation policy described on page 110 of this prospectus, outside directors, immediately following the pricing of this offering at an exercise price equal to the initial public offering price; and

•  3,420,636 shares of common stock subject to outstanding warrants as of December 31, 2009 at a weighted average exercise price of $0.00018 per share. These warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by our Board of Directors. Our Board of Directors has resolved that all of these warrants will become exercisable at the option of the holder thereof upon the consummation of this offering and thereafter.

Assuming that the outstanding warrants to purchase 3,420,636 shares of our common stock are exercised, the dilution to new stockholders’ net tangible book value per share would be as follows:

Assumed initial public offering price per share				$	16.00
Net tangible book value per share as of December 31, 2009	$	(14.46	)
Increase in pro forma tangible net book value per share as adjusted attributable to this offering from new investors		11.78
Pro forma as adjusted net tangible book value per share after this offering					(2.68	)
Dilution in pro forma as adjusted net tangible book value per share to new stockholders				$	18.68

Assuming that the outstanding warrants are exercised, a $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by $7.3 million, the pro forma as adjusted net tangible book value per share by $0.33 per share, and the dilution in pro forma as adjusted net tangible book value per share to new stockholders by $0.33 per share.

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Assuming that the outstanding warrants are exercised, the following table summarizes on a pro forma basis, as of December 31, 2009, the differences between our existing stockholders and new stockholders with respect to the number of shares of common stock issued by us, the total consideration paid and the average price per share paid:

	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			Per Share
	(in thousands)					(in thousands)
Existing stockholders		14,052		64.3	%	$	95,172		43.3	%	$	6.77
New stockholders		7,800		35.7	%		124,800		56.7		$	16.00
		21,852		100	%	$	219,972		100	%

Assuming that the outstanding warrants are exercised, sales by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to 10,852,344, or 49.7% of the total number of shares of our common stock to be outstanding after this offering, and will increase the number of shares held by new investors to 11,000,000, or 50.3% of the total number of shares of our common stock to be outstanding after this offering. If the underwriters exercise their over-allotment option in full, the following will occur: (1) the number of shares of common stock held by existing stockholders will represent approximately 42.1% of the total number of shares of common stock outstanding after this offering; and (2) the number of shares of common stock held by new public stockholders will be increased to 12,650,000, or approximately 57.9% of the total number of shares of common stock outstanding after this offering.

To the extent that outstanding options are also exercised, there could be a further reduction in dilution to new stockholders as a result of our negative net tangible book value.

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SELECTED CONSOLIDATED FINANCIAL DATA

You should read the following selected consolidated historical financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. The selected financial data in this section is not intended to replace the consolidated financial statements and related notes included elsewhere in this prospectus.

The selected consolidated statements of operations data for each of the three fiscal years ending June 30, 2007, 2008 and 2009 and the consolidated balance sheet data as of June 30, 2008 and 2009 are derived from our audited annual consolidated financial statements and related notes included elsewhere in this prospectus. The consolidated statements of operations data for the fiscal year ended June 30, 2006 and the consolidated balance sheet data as of June 30, 2007 are derived from our audited consolidated financial statements not included in this prospectus. The consolidated statements of operations data for the fiscal year ending June 30, 2005 and the consolidated balance sheet data as of June 30, 2005 and 2006 are derived from our unaudited financial statements not included in this prospectus. Until their merger in December 2005 resulting in the formation of Mirion, we were comprised of GDS, IST and Synodys, entities which were under the common control of ACAS. The consolidated statements of operations data for the six months ended December 31, 2008 and 2009 and the consolidated balance sheet data at December 31, 2009 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future and results for the six months ended December 31, 2009 are not necessarily indicative of results to be expected for the full year. The amounts below are in thousands, except percentages, shares and per share data.

																Six Months Ended
	Year Ended June 30,															December 31,
	2005			2006			2007			2008			2009			2008			2009
Consolidated Statement of Operations Data:
Revenue	$	129,281		$	145,770		$	169,033		$	191,769		$	201,763		$	100,519		$	108,658
Cost of revenue		74,188			77,999			94,321			102,790			105,954			53,793			60,140
Gross profit		55,093			67,771			74,712			88,979			95,809			46,726			48,518
% of revenue		42.6	%		46.5	%		44.2	%		46.4	%		47.5	%		46.5	%		44.7	%
Operating expenses
Selling, general and administrative expenses		45,231			69,011			59,449			63,177			65,649			31,310			33,754
Research and development expenses		6,548			9,726			11,875			14,865			11,282			6,277			5,202
Total operating expenses		51,779			78,737			71,324			78,042			76,931			37,587			38,956
Income (loss) from operations		3,314			(10,966	)		3,388			10,937			18,878			9,139			9,562
Interest expense, net		21,287			20,689			19,153			20,207			17,711			9,736			7,570
Other income (expense), net		10,465			(5,103	)		(1,001	)		(1,759	)		(490	)		71			(530	)
(Loss) Income before provision for income taxes		(28,438	)		(26,552	)		(14,764	)		(7,511	)		1,657			(668	)		2,522
Provision for income taxes		2,122			1,525			4,937			5,838			5,612			2,890			3,293
Net loss	$	(30,560	)	$	(28,077	)	$	(19,701	)	$	(13,349	)	$	(3,955	)	$	(3,558	)	$	(771	)
Paid-in-kind preferred dividends		(1,785	)		(4,949	)		(8,141	)		(8,993	)		(9,892	)		(4,864	)		(5,369	)
Net loss allocable to common stockholders	$	(32,345	)	$	(33,026	)	$	(27,842	)	$	(22,342	)	$	(13,847	)	$	(8,422	)	$	(6,140	)
Net loss per common share allocable to common stockholders per share — basic and diluted				$	(86.88	)	$	(68.79	)	$	(55.14	)	$	(34.12	)	$	(20.75	)	$	(15.13	)
Weighted average number of shares used in computing net loss allocable to common stockholders — basic and diluted					380,120			404,717			405,159			405,796			405,796			405,796
Pro forma net loss per common share before conversion of preferred shares — basic and diluted(1)													$	(0.90	)				$	(0.44	)
Pro forma net income per common share — diluted(1)													$	0.12					$	0.08
Pro forma net income per common share — diluted as adjusted(1)													$	0.24					$	0.12

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												As of
	Year Ended June 30,											December 31,
	2005			2006		2007		2008		2009		2009
Consolidated Balance Sheet Data:
Cash and cash equivalents(2)	$	4,073		$	4,858	$	6,561	$	8,959	$	5,390	$	6,934
Total assets		287,254			307,975		310,249		344,377		329,754		348,540
Notes payable to ACAS(3)		128,194			148,273		159,461		173,186		170,080		183,790
Total stockholder’s (deficit) equity		(41,751	)		35,419		21,263		19,152		6,847		7,680

	Year Ended June 30,						Six Months Ended December 31,
	2007		2008		2009		2008		2009
Other Data:
Adjusted EBITDA(4)	$	29,254	$	34,218	$	40,625	$	18,719	$	18,512
Amortization of intangible assets		12,200		10,140		8,144		4,161		3,699
Capital expenditures		4,316		4,953		6,649		2,441		3,354

							As of
	As of June 30,						December 31,
	2007		2008		2009		2009
Backlog(5)	$	143,887	$	177,956	$	183,960	$	247,083
Deferred contract revenue		44,640		53,539		62,031		66,747

(1) Pro forma net loss per common share before conversion of preferred shares — basic and diluted and pro forma net income per common share — diluted and as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 is calculated as follows:

	Year Ended			Six Months Ended
	June 30,			December 31,
	2009			2009
	(unaudited)
Numerator:
Net loss allocable to common stockholders	$	(13,847	)	$	(6,140	)
Interest expense from paydown of ACAS debt using proceeds of offering(a)		6,469			2,511
Pro forma net loss allocable to common stockholders before conversion of preferred shares		(7,378	)		(3,629	)
Effect of preferred stock dividends(b)		9,892			5,369
Pro forma net income allocable to common stockholders		2,514			1,740
Interest expense reduction from refinancing of ACAS debt(c)		4,363			2,188
Compensation expense from employee stock options and call options(d)		(1,779	)		(1,404	)
Pro forma net income allocable to common stockholders — as adjusted	$	5,098		$	2,524

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	Year Ended		Six Months Ended
	June 30, 2009		December 31, 2009
	(unaudited)
Denominator:
Weighted average shares outstanding from conversion of Class A and B Voting Common Stock(e)		405,796		405,796
Common shares issued in this offering(f)		7,800,000		7,800,000
Shares used in computing pro forma net loss per common share before conversion of preferred shares — basic and diluted(i)		8,205,796		8,205,796
Weighted average shares outstanding from conversion of convertible preferred stock(g)		9,349,119		9,997,713
Shares used in computing pro forma net income per common share — basic		17,554,915		18,203,509
Weighted average common shares outstanding from exercise of warrants(h)		3,420,636		3,420,636
Weighted average common share equivalents of stock option(i)		—		56,287
Shares used in computing pro forma net income per common share — diluted and diluted as adjusted		20,975,551		21,680,432

(a)	The pro forma reduction in interest expense assumes the repayment of $97.8 million of ACAS debt using the net proceeds from this offering, giving effect to the elimination of the related interest expense as of the beginning of the period presented. The amount of interest expense eliminated by this adjustment is calculated from actual interest expense of $6.5 million and $2.5 million recorded in fiscal 2009 and for the six months ended December 31, 2009 in connection with the specific debt arrangements that will be repaid with a portion of the net proceeds of this offering. No tax expense has been provided related to this reduction in interest expense because we are in a net operating loss position and have a full valuation allowance in the affected jurisdiction.
(b)	The effect of preferred stock dividends is added back as a reduction to net loss allocable to common stockholders, assuming that all preferred stock has been converted into common shares as of the beginning of the period presented.
(c)	All ACAS debt not assumed to be repaid from the net proceeds from this offering is assumed to be refinanced with a loan from a third-party bank, at interest rates averaging approximately 6% lower than existing average interest rates with ACAS giving effect to the elimination of the related interest expense as of the beginning of the period presented. The amount of interest expense eliminated by this adjustment is calculated by taking the difference between the actual interest expense of $10.3 million and $4.7 million recorded in fiscal 2009 and for the six months ended December 31, 2009 in connection with the specific debt arrangements that will be repaid with a portion of the net proceeds of the new debt arrangements entered into concurrently with the completion of this offering and the interest expense on the new debt arrangements, calculated as the total of the new debt arrangements of $86.0 million multiplied by the average interest rate on those arrangements of 6.5% and 6.0% for fiscal 2009 and the six months ended December 31, 2009. No tax expense has been provided related to this reduction in interest expense because we are in a net operating loss position and have a full valuation allowance in the affected jurisdictions.

(d) The pro forma increase in compensation expense associated with employee stock options and call options reflects:

• A compensation charge associated with 128,273 stock options that are expected to be granted to our employees and outside directors immediately following the pricing of this offering at an exercise price equal to the initial public offering price. The value of these options was estimated to be $0.9 million using the Black-Scholes option pricing model and key assumptions are as follows: expected option term of 7 years, risk-free interest rate will be updated at the date of grant but is currently estimated to be 3.1%, dividend yield of 0%, volatility will be updated at the date of grant but is currently estimated to be 38.7% and an exercise price and fair value of $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). Compensation expense will be recognized on these options over an expected four year vesting term, and as such, the compensation expense for fiscal 2009 was assumed to be 25% of the total value, or $0.2 million. Compensation expense for the six months ended December 31, 2009 was assumed to be 12.5% of the total value, or $0.1 million.

• A compensation charge associated with 463,794 performance-based call options with market conditions held by Thomas D. Logan, our Chief Executive Officer. These options contain vesting provisions based upon successful completion of an initial public offering or change in control and achievement by ACAS of certain internal rates of return or returns on investment. The value of these options was estimated to be $2.1 million using a Monte Carlo simulation model and key assumptions are as follows: at the January 1, 2006 modification, expected option term of 4.5 years, risk-free interest rate of 4.3%, dividend yield of 0%, volatility of 41.8%, exercise price of $10.45 per share and fair value of $2.22 per share; at the December 7, 2007 modification, expected option term of 2.6 years, risk-free interest rate of 3.1%, dividend yield of 0%, volatility of 39.8%, exercise price of $10.45 per share and fair value of $4.44 per share. The compensation expense associated with these options for fiscal 2009 and the six months ended December 31, 2009 was estimated to be $1.5 million and $1.3 million, respectively, based on the implied requisite service period for the market conditions (30 days for one-half of the shares, and 24 months for one-half of the shares).

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(e) The weighted average common shares outstanding from the conversion of common stock assumes the conversion of all outstanding shares of Class A Voting Common Stock and Class B Non-Voting Common Stock on a one-for-one basis into 405,796 shares of common stock.

(f) Includes 7,800,000 shares of our common stock to be sold in connection with this offering. Because distributions to ACAS, our principal stockholder, consisting of obligations under existing debt arrangements of $183.8 million and amounts due of $8.0 million to terminate an existing investment banking services agreement, exceed our earnings plus gross proceeds from this offering of $124.8 million, all common shares are included in the calculation under existing rules on pro forma calculations. Following is a calculation of the deemed dividend in excess of proceeds from this offering (in thousands):

Gross proceeds from offering	$	124,800
Distributions to ACAS:
Termination of investment banking services agreement		(8,000	)
Repayment of notes payable to ACAS from proceeds of offering		(97,834	)
Repayment of notes payable to ACAS from new debt arrangements		(85,956	)
Total distribution to ACAS		(191,790	)
Last twelve months earnings*		—
Excess of dividend to be paid over proceeds from offering		(66,990	)

*  The Company has generated losses in all periods reported and therefore, there is no impact to this calculation.

(g) The weighted average common shares outstanding from the conversion of preferred stock assumes the conversion of all outstanding convertible preferred stock into common stock, including the conversion into common stock of all accrued and unpaid paid-in-kind dividends on convertible preferred stock. The 9,349,119 weighted average at June 30, 2009 is comprised of 864,307 A-1 preferred shares, which includes 185,503 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 9.6288 and 116,522 A-2 preferred shares, which includes 46,522 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 8.8128. The 9,997,713 weighted average at December 31, 2009 is comprised of 917,558 A-1 preferred shares, which includes 238,754 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 9.6288 and 131,937 A-2 preferred shares, which includes 61,937 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 8.8128. The increase in number of preferred shares between periods is due to the monthly accrual of preferred dividends which are paid in the form of additional shares of convertible preferred stock.

(h) These warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by our Board of Directors. Our Board of Directors has resolved that all of these warrants will become exercisable upon the consummation of this offering.

(i) The shares used in computing pro forma net loss per common share before conversion of preferred shares — basic and diluted for the year ended June 30, 2009 and the six months ended December 31, 2009 exclude options to purchase 962,944 shares of common stock because we recorded a pro forma net loss allocable to common stockholders before conversion of preferred shares, and therefore the impact of such shares would be anti-dilutive. The shares used in computing pro forma net income per common share — diluted and diluted as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 exclude options to purchase 962,944 and 700,467 shares of common stock, respectively, because the effect would be anti-dilutive. 962,944 and 667,955 of these shares were excluded for the year ended June 30, 2009 and the six months ended December 31, 2009, respectively, because the option exercise prices exceeded the average market value of our common stock during the period. 32,512 of these shares were excluded for the six months ended December 31, 2009 because after applying the treasury stock method of calculating earnings per share, the impact would be anti-dilutive. The shares used in computing pro forma net loss per common share before conversion of preferred shares — basic and diluted and pro forma net income per common share — diluted and diluted as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 also exclude options to purchase 128,273 shares of common stock which are expected to be granted immediately following the pricing of this offering because their impact would be anti-dilutive, either because we generated a net loss or because after applying the treasury stock method of calculating earnings per share, the impact would be anti-dilutive.

(2)	As of December 31, 2009, we also had $6.9 million of restricted cash.
(3)	In addition, as of December 31, 2009, we had $5.8 million of outstanding debt held by third parties not affiliated with ACAS.

(4) We include Adjusted EBITDA in this prospectus because (i) it is a basis upon which our management assesses our operating performance, (ii) it is a factor in the evaluation of the performance of our management in determining compensation and (iii) certain maintenance covenants under our debt agreements are tied to ratios based upon Adjusted EBITDA, as defined. Adjusted EBITDA for any period, as defined in our debt agreements, is calculated as net income (loss) for such period plus (a) without duplication and to the extent deducted in determining net income for such period, the sum of (i) interest expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary cash charges for such period in an amount not to exceed $4,000,000, (v) any extraordinary non-cash charges for such period, (vi) any other non-cash charges for such period (but excluding any non-cash charge for such period in respect of an item that was included in net income in a prior period) and (vii) any non-recurring fees, costs and expenses as reflected in our June 30, 2009 financial statements and any non-recurring fees, costs and expenses incurred in connection with this offering or in connection with the new bank credit facilities and any fees paid to ACAS and

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its affiliates pursuant to, or in connection with the termination of, the investment banking services agreement with ACFS after June 30, 2009 on or prior to the closing of this offering minus (b) without duplication and to the extent included in net income, (i) any cash payments made during such period in respect of non-cash charges described in clauses (a)(vi) or (a)(vii) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated on a consolidated basis in accordance with U.S. GAAP provided that net income excludes (a) the income (or deficit) of any person (other than a subsidiary) in which we or any of our subsidiaries has an ownership interest, except to the extent that such income is actually received by us or such subsidiary in the form of dividends or similar distributions and (b) the undistributed earnings of any of our subsidiaries (other than subsidiaries party to the debt agreement) to the extent that the declaration or payment of dividends or similar distributions by such subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any loan documents associated with the debt agreement) or requirement of law applicable to such subsidiary. Adjusted EBITDA is not a measure of financial performance calculated in accordance with U.S. GAAP, and should be viewed as a supplement to—not a substitute for—our results of operations presented on the basis of U.S. GAAP. Adjusted EBITDA also does not purport to represent cash flow provided by, or used in, operating activities in accordance with U.S. GAAP. Our statements of cash flows, included elsewhere in this prospectus, present our cash flow activity in accordance with U.S. GAAP. Furthermore, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.

The following is a reconciliation of cash (used in) provided by operating activities to Adjusted EBITDA:

										Six Months
										Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
Cash (used in) provided by operating activities	$	(3,569	)	$	(6,712	)	$	10,031		$	(2,843	)	$	(4,835	)
Interest expense, net		19,153			20,207			17,711			9,736			7,570
Income tax expense		4,937			5,838			5,612			2,890			3,293
Fees paid to ACFS		1,625			1,625			1,739			893			813
Other nonrecurring charges(*)		6,645			5,458			5,867			1,778			631
Actuarial (gain) loss		282			226			(208	)		—			—
Pain-in-kind interest expense		(1,810	)		(1,904	)		(1,992	)		(993	)		(1,041	)
Loss on disposal of property, plant and equipment		(81	)		(502	)		(592	)		(302	)		(268	)
Amortization of loan fees, debt discount and preferred stock discount		(568	)		(785	)		(522	)		(262	)		(236	)
Provision for doubtful accounts		(96	)		(30	)		(140	)		(69	)		(25	)
Provision for deferred income taxes		1,010			1,238			1,013			(763	)		916
Change in operating assets and liabilities		1,726			9,559			2,084			8,654			11,653
Currency effects and other		—			—			22			—			41
Adjusted EBITDA	$	29,254		$	34,218		$	40,625		$	18,719		$	18,512

(*) Represents non-recurring expenses, including severance expenses and costs associated with the preparation for our initial public offering, as well as certain professional and legal expenses.

(5) Represents purchase orders or contracts received by us that have not been shipped. Amounts representing backlog are not recorded in our financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of our operations should be read together with “Selected Consolidated Financial Data” and the consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements, based on current expectations related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Our customers rely on our solutions to protect people, property and the environment from nuclear and radiological hazards. Our products and services include: dosimeters; contamination & clearance monitors; detection & identification instruments; radiation monitoring systems; electrical penetrations; instrumentation & control equipment and systems; dosimetry services; imaging systems; and related accessories, software and services.

We provide our products and services through five segments: Health Physics, Radiation Monitoring Systems, Sensing Systems, Dosimetry Services and Imaging Systems. Our Health Physics segment derives revenue from the nuclear, defense and medical end markets. We provide our Health Physics customers, which include power and utility companies, military organizations, engineering companies as well as governmental agencies, with dosimeters, contamination & clearance monitors as well as equipment that detects and identifies radioactive isotopes. Our Radiation Monitoring Systems segment offers systems that provide process and post-event radiation monitoring to the nuclear end market. Our Radiation Monitoring Systems customers include power and utility companies, engineering companies, research laboratories, universities, as well as governmental agencies. Our Sensing Systems segment supplies electrical penetrations as well as reactor instrumentation & control equipment and systems to the builders and operators of nuclear reactors. Our Sensing Systems customers include power and utility companies, the U.S. Navy, as well as engineering companies. Our Dosimetry Services segment provides analytical services to determine occupational and environmental radiation exposure to employers of radiation workers in the nuclear and medical end markets. Our Dosimetry Services customers include power and utility companies, hospitals, governmental agencies, medical professionals, dentists and veterinarians. Our Imaging Systems segment provides specialized closed circuit camera systems used for inspection and surveillance in difficult and hazardous environments to the nuclear and other end markets. We provide these systems to power and utility companies, operators of waste management facilities, cement kilns and petrochemical facilities.

Of the $201.8 million in total revenue we generated in fiscal 2009, $69.1 million, or 34.2%, was attributable to our Health Physics segment, $41.1 million, or 20.4%, was attributable to our Radiation Monitoring Systems segment, $45.0 million, or 22.3%, was attributable to our Sensing Systems segment, $29.5 million, or 14.6%, was attributable to our Dosimetry Services segment and $17.1 million, or 8.5%, was attributable to our Imaging Systems segment. Please see Note 15 of our consolidated financial statements for additional financial information about our segments.

Despite achieving positive operating income in fiscal 2007, 2008 and 2009, we have not achieved positive net income, due in large part to our leverage, in any fiscal year since our inception in 2005. As of December 31, 2009, we had an accumulated deficit of $103.3 million. We expect to reduce our leverage through the repayment of certain of our indebtedness with the net proceeds from this offering. See “Use of Proceeds.”

We incorporated in Delaware in October 2005 as Global Monitoring Services, Inc. Our business was formed through a series of transactions in December 2005 resulting in the combination of three companies, all owned by ACAS, our principal stockholder, and its affiliates. The three companies were GDS, a provider of dosimetry services to the nuclear and medical industries, IST, a manufacturer of electrical penetrations, reactor instrumentation & control equipment and systems and imaging systems for the nuclear, defense and other

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industries and Synodys, a designer and manufacturer of radiation detection, measurement, analysis and monitoring equipment for the nuclear, defense and medical industries. Following these transactions, we changed our name in January 2006 to Mirion Technologies, Inc.

We are a global company with operations in Canada, China, Finland, France, Germany, the United Kingdom and the United States. Accordingly, currency exchange rates can impact our reported results of operations. Revenue outside of the United States and Canada accounted for 64.1%, 61.6% and 62.7% of total revenue for fiscal 2008 and 2009 and the six months ended December 31, 2009. Please see Note 15 to our consolidated financial statements for additional financial information about geographic areas.

Our independent registered public accounting firm reported to us that at each of June 30, 2008, June 30, 2009, September 30, 2009 and December 31, 2009, we had material weaknesses in our internal controls over financial reporting which we have not yet corrected. The material weaknesses identified were with respect to our controls in our financial accounting and reporting functions, which are necessary in order to produce U.S. generally accepted accounting principles (U.S. GAAP) compliant financial statements. See “Risk Factors” for a further description of the foregoing material weaknesses.

References to “fiscal” before any year refer to our fiscal year ending on June 30th of the year referenced.

Key Indicators of Performance

In evaluating our business, our management considers Adjusted EBITDA as a key indicator of operating performance. We include Adjusted EBITDA in this prospectus because (i) it is a basis upon which our management assesses our operating performance, (ii) it is a factor in the evaluation of the performance of our management in determining compensation and (iii) certain maintenance covenants under our debt agreements are tied to ratios based upon Adjusted EBITDA, as defined. Adjusted EBITDA for any period, as defined in our debt agreements, is calculated as net income (loss) for such period plus (a) without duplication and to the extent deducted in determining net income for such period, the sum of (i) interest expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary cash charges for such period in an amount not to exceed $4,000,000, (v) any extraordinary non-cash charges for such period, (vi) any other non-cash charges for such period (but excluding any non-cash charge for such period in respect of an item that was included in net income in a prior period) and (vii) any non-recurring fees, costs and expenses as reflected in our June 30, 2009 financial statements and any non-recurring fees, costs and expenses incurred in connection with this offering or in connection with the new bank credit facilities and any fees paid to ACAS and its affiliates pursuant to, or in connection with the termination of, the investment banking services agreement with ACFS after June 30, 2009 on or prior to the closing of this offering minus (b) without duplication and to the extent included in net income, (i) any cash payments made during such period in respect of non-cash charges described in clauses (a)(vi) or (a)(vii) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated on a consolidated basis in accordance with U.S. GAAP provided that net income excludes (a) the income (or deficit) of any person (other than a subsidiary) in which we or any of our subsidiaries has an ownership interest, except to the extent that such income is actually received by us or such subsidiary in the form of dividends or similar distributions and (b) the undistributed earnings of any of our subsidiaries (other than subsidiaries party to the debt agreement) to the extent that the declaration or payment of dividends or similar distributions by such subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any loan documents associated with the debt agreement) or requirement of law applicable to such subsidiary.

We use Adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the impact of depreciation and amortization expense on definite lived intangible assets. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we also use Adjusted EBITDA for business planning purposes, to incentivize and compensate our management personnel, in measuring our performance relative to that of our competitors and in evaluating acquisition opportunities.

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In addition, we believe Adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies and other interested parties as a measure of financial performance and debt-service capabilities. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•  it does not reflect our cash expenditures for capital equipment or other contractual commitments;

•  although depreciation, amortization and asset impairment charges and write-offs are non-cash charges, the assets being depreciated, amortized or written off may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements;

•  it does not reflect changes in, or cash requirements for, our working capital needs;

•  it does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;

•  it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

•  it does not reflect certain tax payments that may represent a reduction in cash available to us; and

•  other companies, including companies in our industry, may calculate these measures differently, and as the number of differences in the way two different companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only supplementally. We carefully review our operating income at a segment level, which is discussed in detail in our period-to-period comparison of operating results.

Components of Revenue and Expenses

Revenue and Cost of Revenue

Health Physics

We generate revenue in our Health Physics segment primarily from the sale of dosimeters, both active and passive, which measure ionizing radiation dose; contamination & clearance monitors, which detect alpha, beta, gamma and/or neutron contamination of objects of various sizes and types, from tools to trucks; and devices that detect, locate and identify radioactive isotopes. We sell our equipment either pursuant to written agreements or contracts requiring delivery of products or services over a specified time period or one-time purchase orders depending on the nature of the product and the dollar value of the sale. We typically use contracts for large installations of our equipment to power and utility companies as well as military organizations. These contracts are typically fixed price, where we bear the risk for changes in material costs as well as currency movements. The time period from receipt of a contract to the recognition of revenue generally ranges from a few months to a year. We typically use purchase orders for the sale of replacement components as well as small dollar value orders. For customer projects with customer specific acceptance criteria, we typically do not recognize revenue and the related cost of revenue until our customer has installed the equipment and certified that it is operating correctly or until we have otherwise determined that all customer-specific acceptance criteria have been met. Furthermore, customers may delay delivery or acceptance of equipment, causing postponement of revenue recognition even though we may have received payment. We record payments received from customers prior to the time we recognize revenue for associated sales as deferred contract revenue.

Revenue in our Health Physics segment has been primarily driven by product sales for new nuclear power reactor construction in Asia, replacement product sales for NPPs in the Americas and Europe, as well as replacement product sales for the defense end market.

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Cost of revenue in our Health Physics segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to manufacturing employees and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Radiation Monitoring Systems

We generate revenue in our Radiation Monitoring Systems segment from the sale of radiation monitoring systems and services to engineering firms that design and construct nuclear reactors, power and utility companies that operate NPPs and, to a lesser extent, research laboratories and universities. We generate most of the revenue in our Radiation Monitoring Systems segment from contracts with a duration greater than one year. These contracts are typically fixed price, where we bear the risk for changes in material cost as well as currency movements.

Revenue in our Radiation Monitoring Systems segment can fluctuate significantly from period to period because of customer requirements, which depend upon the operating schedules of nuclear reactors. The operating schedules of nuclear reactors are affected by, among other things, seasonality in the demand for electricity and reactor refueling and maintenance. Power and utility companies typically schedule refueling and maintenance to coincide with periods of reduced power demand, typically in the spring and fall. Therefore, our revenue may be higher during these periods when equipment is typically installed. Revenue may also fluctuate from period to period as our equipment is installed in newly constructed nuclear reactors. Our contracts often contain multiple elements with deliveries scheduled over multiple reporting periods. Because we are unable to achieve separation of the elements under U.S. GAAP, we typically do not recognize revenue and the related cost of revenue on these contracts until our customer has installed the equipment and certified that it is operating correctly, which generally can extend to 12 months from shipment, although in some cases can be longer or until we have otherwise determined that all customer-specific acceptance criteria have been met. Furthermore, customers may delay delivery or acceptance of equipment, causing postponement of revenue recognition, even though we may have received payment. In each of the preceding circumstances, we record payments received from customers prior to the time we recognize revenue for associated sales as deferred contract revenue.

The Radiation Monitoring Systems segment is a project-driven business where each project is negotiated on a stand-alone basis. Gross margins can vary significantly by project for a number of reasons, including level of competition, type of customer, and the uniqueness or complexity of the project. Accordingly, an increase or decrease in revenues from one period to another may not result in a proportional increase or decrease in gross margins or operating income due to the mix of projects completed in any given quarter or year.

Revenue in our Radiation Monitoring Systems segment has been primarily driven by new nuclear power reactor construction in Asia and Europe, as well as the retrofitting of existing reactors. Revenue in the Americas region has been primarily driven by renewed sales for the retrofitting of existing reactors.

Cost of revenue in our Radiation Monitoring Systems segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to employees and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Sensing Systems

We generate revenue in our Sensing Systems segment primarily through sales of our electrical penetrations which are conduits through a nuclear reactor containment structure, as well as sales of our reactor instrumentation & control detectors, which are used in nuclear facilities to monitor radiation and temperature within a nuclear reactor core (“in-core” detectors) and in surrounding areas (“ex-core” detectors). Our Sensing Systems segment sells primarily through contracts with engineering firms that design and construct nuclear reactors as well as power and utility companies that operate NPPs. These contracts are typically fixed price, where we bear the risk for changes in material costs as well as currency movements. We have had a long-term relationship with one company that provides plant design and equipment to a significant number of nuclear power plants around the world. Revenues from this customer have represented approximately 23% to 29% of the Sensing Systems segment revenue in fiscal years 2007, 2008, 2009 and the six months ended

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December 31, 2009. If we were to lose this customer, it could have a material impact on the results of the Sensing Systems segment. We have generated the majority of the revenue in our Sensing Systems segment from contracts with a duration greater than one year.

Revenue in our Sensing Systems segment has been primarily driven by new nuclear power reactor construction in Asia and Europe for our electrical penetrations as well as by the replacement of reactor instrumentation & control equipment and systems for existing reactors in Asia, Europe and the Americas.

Cost of revenue in our Sensing Systems segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to employees and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Dosimetry Services

Revenue from our Dosimetry Services segment is of a subscription nature. We provide these services to customers on an agreed-upon recurring monthly, quarterly or annual basis. Badge production, badge analysis and report preparation are all integral to the service that we provide to our customers, and therefore, we define the service period to include the provision of all of those services. We recognize revenue and related costs on a straight-line basis over the service period as the service is continuous.

Revenue in our Dosimetry Services segment has been primarily driven by the increased use of our dosimetry services in hospitals and other medical facilities resulting from increases in the incidence of radiological medical procedures, along with the increased use of our services by dental and veterinary offices in the United States.

Cost of revenue in our Dosimetry Services segment primarily consists of compensation and benefits to employees, outsourcing costs for subcontractor services and cost of goods purchased for use in our badges.

Imaging Systems

We generate revenue in our Imaging Systems segment through the sale of highly specialized closed circuit camera systems used for inspection and surveillance in difficult and hazardous environments through contracts with engineering firms that design and construct nuclear reactors, power and utility companies that operate NPPs, waste management facilities, as well as companies that operate pulp and paper recovery boilers, gas or coal-fired power boilers and cement kilns. These contracts are typically fixed price, where we bear the risk of changes in material cost and currency movements.

Revenue in our Imaging Systems segment has been primarily driven by increased demand in Asia for high radiation-tolerant cameras for use in new NPP construction, and for use in radioactive waste management and nuclear facility decommissioning projects globally.

Cost of revenue in our Imaging Systems segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to employees, and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Selling, General and Administrative Expenses

Selling, general and administrative, or SG&A, expenses consist primarily of personnel costs (including salaries, performance-based bonuses, commissions and employee benefits), facilities and equipment costs, costs related to advertising and marketing and other general corporate and support costs including utilities, insurance and professional fees. SG&A expenses also include $1.6 million per year in management fees we have paid to ACFS under an investment banking services agreement. We intend to use a portion of the net proceeds from this offering to make a one-time payment of $8.0 million to ACFS upon completion of this offering to terminate the agreement related to these payments. This $8.0 million payment will be included in SG&A expenses in the period paid. See “Certain Relationships and Related Party Transactions.”

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Research and Development Expenses

Research and development expenses consist primarily of the costs associated with the design and testing of new products, as well as the upgrading of existing products. These costs relate primarily to compensation of personnel involved with our product development efforts, materials and outside design and testing services. Our customers sometimes compensate us separately for design and engineering work involved in developing our products for them. However, in most cases we expense product development efforts for our customers and we do not receive reimbursement.

Interest Expense, Net

Interest expense, net includes both cash and accrued interest expense and income and amortization of financing costs, as well as paid-in-kind interest on our long-term debt.

Other Income, Net

Other income, net includes gains and losses on the sale of assets, mark-to-market gains and losses on our interest rate swap agreements and foreign exchange windows.

Paid-In-Kind Preferred Dividends

Paid-in-kind, or PIK, dividends consists of expenses attributable to dividends on our convertible preferred stock payable in additional shares of such convertible preferred stock. Our preferred stock will convert into common stock upon the completion of this offering. As a result, following the completion of this offering, we will no longer pay any additional PIK dividends.

Provision for Income Taxes

Provision for income taxes represents our estimated income tax expense for the period presented. Despite historical net losses, we have incurred income tax expense for each of the past three fiscal years, as we incur income taxes in various jurisdictions as a result of the global nature of our business and operations.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, nor do we have any undisclosed material transactions or commitments involving related persons or entities.

Critical Accounting Policies

This management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions about matters that are uncertain. These estimates and assumptions are often based on judgments that we believe to be reasonable under the circumstances, but all such estimates and assumptions are inherently uncertain and unpredictable. Actual results may differ from those estimates and assumptions, and it is possible that other professionals, applying their own judgment to the same facts and circumstances, could develop and support alternative estimates and assumptions that would result in material changes to our operating results and financial condition.

Critical accounting policies are those that both are important to the presentation of our financial condition and results of operations and require management’s most difficult, complex or subjective estimates and assumptions. Our critical accounting policies are discussed below.

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Revenue Recognition

We record revenue and the related costs of revenue when all of the following conditions exist:

•  evidence of an agreement with our customer;

•  work has been performed;

•  the amount of revenue can be reasonably estimated; and

•  collection of revenue from our customer is reasonably assured.

Revenue from certain of our fixed-price contracts in our Sensing Systems segment is recognized on the percentage-of-completion method, measured by the cost-to-cost method. A cost-to-cost approach accurately reflects our obligations and performance on these contracts, as this is the best available measure of our progress as well as meeting our customers’ expectations of the production being performed. Therefore, we believe that input measures used to measure progress toward completion on certain fixed-price projects provide a reasonable surrogate for output measures.

Revisions to revenue, cost and profit estimates, or measurements of the extent of progress toward completion are changes in accounting estimates accounted for in the period of change (using the cumulative catch-up method). Contracts typically provide for periodic billings on a monthly basis or based on contract milestones. Costs and estimated earnings in excess of billings on uncompleted contracts represent amounts recognized as revenue that has not been billed. Billings in excess of costs represent amounts billed and collected for which revenue has not been recognized and is recorded as deferred contract revenue.

We derive most of our revenue in our Dosimetry Services segment from subscriptions and such revenue is continuous. We recognize revenue on a straight-line basis over a set service period that includes badge production, badge wearing, badge analysis and report preparation as the service is continuous and no other discernable pattern of recognition is evident. We provide these services to customers on an agreed-upon monthly, quarterly or annual basis that our customers choose for their wear period, payable in advance or in arrears. The amounts recorded as deferred contract revenue on our balance sheets represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations and net of services recognized through the balance sheet date.

In our Radiation Monitoring Systems and Health Physics segments, revenue recognition is sometimes delayed until customer acceptance and certification of the product. As a result, revenue recognition can be delayed, sometimes materially, following delivery of the product by us to the customer. In addition, certain of our contracts contain multiple elements with deliveries scheduled over multiple reporting periods. When we are not able to separate the elements under U.S. GAAP, we delay recognition on products delivered to our customers until we have completed delivery of all products associated with the customer. Funds received from the customer in advance of revenue recognition are recorded on our balance sheets as deferred contract revenue.

Recoverability of Long-Lived Assets, Including Goodwill

Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Goodwill is tested at the reporting unit level at least annually for impairment and is reviewed for impairment more frequently if events and circumstances indicate that the asset might be impaired. FASB-issued authoritative guidance on goodwill and other intangible assets requires a two-step impairment test. In the first step, we determine the fair value of the reporting unit using a discounted cash flow valuation model and compare the fair value to the reporting unit’s carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired, and no further testing is required. If the fair value does not exceed the carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. In the second step of the goodwill impairment test, we compare the implied fair value of the reporting unit’s goodwill to the carrying value. We determine the implied fair value of the reporting unit’s goodwill as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied value, we recognize an impairment loss in an amount equal to the excess.

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We estimate future cash flows at the reporting unit level using a discounted cash flow methodology by assessing each major existing contract and projecting the earnings that will be recognized in future periods. We also make estimates for earnings from new contracts that we anticipate based on our evaluation of future business prospects. The valuation of goodwill could be affected if actual results differ substantially from our estimates. Circumstances that could affect the valuation of goodwill include a significant change in our business climate, decisions by our customers to terminate our existing contracts and decisions by our customers to award to our competitors new contracts that we anticipated to be awarded to us.

We measure intangible assets acquired in a business combination at fair value at the date of acquisition. We assess the useful lives of other intangible assets to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying amount of the intangible asset prospectively over the revised remaining useful life. We review intangible assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be recoverable. As of December 31, 2009, we had $140.4 million of goodwill and $20.2 million of intangible assets with estimable useful lives on our consolidated balance sheets. We do not have any intangible assets with indefinite useful lives.

Intangible assets subject to amortization consist of customer relationships, backlog, qualifications, software, territorial rights, trade names, technology and non-compete agreements. We evaluate customer relationships and territorial rights, which include the fair value of acquired customer contracts, using a discounted cash flow methodology, and amortize them over a term of five to 17 years. We derive estimated future cash flows based on detailed budgets and projections prepared by management. We amortize backlog over a term of one to three years based on the estimated delivery of the backlog. We prepare the valuation of order backlog based on a discounted cash flow methodology. We evaluate qualifications using a discounted cash flow methodology and amortize them over six years. We derive estimated future cash flows based on projections prepared by management. We amortize software over a five year life and derive it by estimating the replacement cost of the software. We amortize trade names over a period of four to 13 years and derive it based on the relief from royalty method, which tries to estimate a royalty stream for the trade names derived from a benchmark for similar industrial products. We evaluate technology and non-compete agreements using a discounted cash flow methodology. We amortize intangible technology assets over a term of eight years, and non-compete agreements over a term of five years. We derive estimated future cash flows for each technology and non-compete agreement based on detailed budgets and projections prepared by management.

We review long-lived assets such as property, plant and equipment annually for impairment and whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of assets to be held and used by comparing the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, we recognize an impairment charge by the amount of excess carrying value over fair value.

Customer Concentration

No single customer represented more than 10% of consolidated revenue for fiscal 2007, 2008 or 2009 or for the six months ended December 31, 2008 or 2009.

Stock-Based Compensation Expense

Pursuant to FASB-issued authoritative guidance on stock-based compensation, we account for equity-based compensation awards, including grants of employee stock options, based on the fair values of the equity instruments issued. We determine fair value of our equity instruments based on a valuation using an option pricing model which takes into account various assumptions that are subjective. Key assumptions used in the valuation included the expected term of the equity award taking into account both the contractual term of the award, the effects of employees’ expected exercise and post-vesting termination behavior, expected volatility, expected dividends and the risk-free interest rate for the expected term of the award. The exercise prices of our

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options were set at values for us consistent with the fair value of ACAS’s investment in Mirion as reported in ACAS’s publicly filed financial statements.

Prior to July 1, 2005, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method under the provisions of Accounting Principles Board Opinion, Accounting for Stock Issued to Employees, and related interpretations. As the exercise price of all options granted under this plan was at or above the estimated market price of the underlying common stock on the date of grant, no stock-based compensation cost was recognized in the consolidated statements of operations under this Accounting Principles Board Opinion.

Effective July 1, 2005, we adopted FASB-issued updated authoritative guidance on stock-based compensation using the prospective transition method. This method requires the recognition of compensation cost for all stock-based awards that are unvested as of July 1, 2005. The cost related to stock-based compensation included in the determination of consolidation net loss for the twelve months ended June 30, 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009 includes all awards outstanding that vested during those periods. In connection with the reorganization of our three predecessor companies into Mirion in December 2005, we established the Mirion 2006 stock plan and exchanged stock options of the three predecessor companies for stock options in the newly formed company. Under this guidance, the exchange was deemed a modification, resulting in incremental compensation expense of $749,000 recorded at January 1, 2006 for those options that were vested as of January 1, 2006. For the unvested options at January 1, 2006, we are expensing incremental compensation expense of $618,000 over the remaining vesting period of approximately two years.

The stock awards under the Mirion 2006 stock plan include stock awards with performance and market-based vesting (“PSA”) and time-based vesting (“TSA”). Under the terms of the PSA agreements, we grant employee stock option awards whose vesting is contingent upon meeting company-wide market goals including earnings before interest, taxes and depreciation targets or market conditions, including internal rate of return targets. The TSAs include stock options granted by us whose vesting occurs over a period of five to 60 months. The PSAs include 85,798 options for which the market-based conditions are first contingent upon a performance based goal of a qualified sale of the Company, which does not include a public offering.

In order to determine the fair value of options granted, the fair value of the underlying stock must first be determined. Following is a discussion of the methodology used in the valuation of our stock on dates when options were granted.

The valuation of our common stock was determined in accordance with the guidance set forth in the AICPA Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation. Our calculation of the fair value of our common stock was not performed contemporaneously with the grant of options because we did not have in place a process to perform such valuations at the time such options were granted. However, we considered the retrospective valuation in our calculation of the fair value of our common stock at the grant dates. The calculation reflects our best estimate of relevant variables at those dates. We considered three methods for the allocation of value among our various classes of equity: the Current Value Method, the Probability Weighted Expected Return Method, or PWERM, and the Option-Pricing Method. The Current Value Method is useful for early stage companies or when a liquidation is imminent. PWERM is useful when there are several potential future scenarios for a company to achieve a return on investment for its investors; it is future looking and incorporates future economic events and outcomes into the determination of value as of the present. The Option-Pricing Method is useful when the range of possible future outcomes is difficult to predict.

We did not use the Current Value Method in our valuation since we have not been an early stage company nor have we been near liquidation. Since our inception there have been several potential alternatives for changes in our ownership structure, including an initial public offering, a sale or merger, and retention in our current form as a private company. For most of the time since our inception, the range of possible future outcomes has been difficult to predict, and PWERM could not be used. Therefore, we used the Option-Pricing Method. However, as of the most recent valuation which was performed for June 2009, we believe that the range of possible future outcomes could be reasonably predicted, and as such used PWERM for this period.

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Following is a description of the Option-Pricing Method, which we used to allocate value among the various classes of equity for the period from January 2006 through December 2008.

The first step in determining the valuation of our common stock was to determine the value of our total equity. The second step was to allocate the total equity among the different classes of stock. In determining the fair value of our total equity, we considered the three traditional approaches to valuation: the cost approach, the market approach and the income approach. The cost approach was not utilized, while the market approach and income approach were.

The market approach is based on the assumption that the value of an asset (including a company) is equal to the value of a substitute asset with the same or similar characteristics. Therefore, the value of an asset can be determined by finding similar assets (or interest in similar assets) that have been sold in recent arms-length transactions.

One methodology in the market approach is the Guideline Company Method, which compares the subject company with guideline publicly-traded companies. Valuation multiples are calculated from selected guideline companies to provide an indication of how much a current investor in the marketplace would be willing to pay for a company with similar characteristics to the subject company. The Guideline Company Method is most appropriate when public companies that are reasonably similar to the subject company can be found.

Another methodology in the market approach is the Guideline Transaction Method. This method relies on data of actual transactions (such as mergers and acquisitions) that have occurred in the subject company’s industry or in related industries. As in the Guideline Company Method, valuation multiples are developed and applied to the subject company’s operating data to estimate fair value.

The income approach seeks to measure the future benefits that can be quantified in monetary terms. The income approach typically involves two general steps: the first step is to make a projection of the total cash flows expected to accrue to an investor in the asset; the second step involves discounting these cash flows to present value at a discount rate that considers the degree of risk (or uncertainty) associated with the realization of the projected monetary benefits. The discounted cash flow method is a form of the income approach often used in the valuation of entire businesses, major segments of a business or intangible property.

Once we determined our valuation using each of the various methods, we then weighted the results to arrive at a single valuation of our equity. The market approach Guideline Company Method, the market approach Guideline Transaction Method and the income approach were weighted 25%, 25% and 50%.

We then allocated this total value to the different classes of our equity using the Option-Pricing Method. As disclosed in Note 13 to our consolidated financial statements, we have issued Series A-1 and A-2 preferred stock, Class A and Class B common stock, stock options and warrants, over which to allocate the total value of equity. Stock options and warrants are assumed to be converted if they are in-the-money.

The Option-Pricing Method treats the preferred and common stock as call options that give their owner the right but not the obligation to buy the underlying total equity at a predetermined price. This is done by creating a series of call options with exercise prices based on the liquidation preference, participation rights and conversion behavior of the preferred stock. The value of each share of preferred and common stock can then be inferred by analyzing these options. Based on the seniority of the classes of equity in liquidation, three call options were created and valued. The first option uses an exercise price in which Series A-1 and A-2 preferred stock begin to receive values in liquidation. Since these are the most senior classes of equity, the exercise price is $0. The second option uses an exercise price in which Series A-1 and A-2 preferred stock have received their full liquidation preferences. The third option uses an exercise price in which Series A-1 and A-2 preferred stock will convert to common stock to share in the upside gain (the as-converted value is greater than the liquidation preference). Thus, common stock is valued as a call option with a claim on us at an exercise price equal to the remaining value beyond the preferred stock’s liquidation preference.

The following is a description of the PWERM Method, which we used to allocate value among the various classes of equity as of June 2009.

In PWERM, our total equity valuation was developed for various potential scenarios: an initial public offering, a sale or maintaining current ownership as a private company.

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In determining the fair value of our equity under each of the scenarios, the three traditional approaches to valuation were considered: the cost approach, the market approach and the income approach. The cost approach was not utilized, while the market approach and income approach were. We used the Guideline Company Method of the market approach in the valuation of our equity for the initial public offering scenario. We used the Guideline Transaction Method of the market approach to value our equity for the sale scenario. We used the income approach to value our equity in the continuing operations scenario.

After we determined the valuation of our common equity using the three methodologies above, the results were then weighted based on our estimate of expected outcomes. The initial public offering scenario, the sale scenario and the current ownership as a private company scenario were weighted 60%, 35% and 5%.

During fiscal 2009, we granted options to employees to purchase a total of 390,030 shares of common stock at exercise prices ranging from $16.31 to $17.06 per share. The deemed market value of our common stock on the dates these options were granted ranged from $5.48 to $11.32 per share.

We expect to grant options to purchase 128,273 shares of our common stock immediately following the pricing of this offering to our employees and outside directors, including executive officers, at an exercise price equal to the initial public offering price. The purpose of this option grant will be to incentivize employees to work to increase stockholder value and to provide an equity interest for our outside directors. The options will be valued using the Black-Scholes option pricing model. Key assumptions used to value these options will be determined as of the grant date of the options and are expected to be as follows: expected term will be 7 years, risk-free interest rate will be updated at the date of grant but is currently estimated to be 3.1%, dividend yield will be 0%, volatility will be updated at the date of grant but is currently estimated to be 38.7% and the exercise price and the fair value of our common stock will be equal to the initial public offering price in this offering (assumed to be $16.00, the midpoint of the price range set forth on the cover page of this prospectus). Based on these assumptions, the aggregate fair value of these options to purchase 128,273 shares of our common stock is estimated to be approximately $0.9 million, which will be recognized evenly over their four-year vesting period.

Information on employee stock options, granted since the beginning of fiscal 2009 is summarized as follows:

					Deemed				ASC Topic 718
	Number of				Market Value		Intrinsic		Black-Scholes
Date of Issuance	Options Granted		Exercise Price		Per Share		Value		Option Fair Value
July 28, 2008(1)		102,000	$	16.31	$	11.32	$	0.00	$	6.67
August 5, 2008		279,530		17.06		11.32		0.00		5.53-5.85
December 9, 2008		8,500		16.97		5.48		0.00		1.85

(1) The 102,000 options were a modification on July 28, 2008 of 127,500 options granted on November 5, 2007. The 102,000 options, which have time-based vesting, replaced the 127,500 options, which had performance-based vesting.

Significant factors contributing to the changes in the deemed market value per share of our common stock at the date of each grant and through the date of this prospectus were as follows:

July 28, 2008 and August 5, 2008.  We determined that the deemed market value of our common stock as of July 28, 2008 and August 5, 2008 was $11.32 per share. During this and prior periods, we used the Option-Pricing Method in order to determine the fair value of our common stock, with weighting factors and selected multiples as follows:

	Weighting			Revenue		EBITDA
	Factor			Multiple		Multiple
The market approach — Guideline Company Method		25	%		1.7		12.9
The market approach — Guideline Transaction Method		25	%		1.9		12.7
The income approach		50	%		N/A		N/A

December 9, 2008.  The deemed market value of our common stock as of December 9, 2008 decreased significantly from the prior valuation period, from $11.32 per share to $5.48 per share. Between August and December 2008, U.S. financial and stock markets suffered a severe decline in valuations. Rapidly deteriorating

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business conditions in the United States resulted in a freezing of capital and credit markets, which contributed to a global economic contraction. While our historical results improved over this period, our stock price valuation fell due to the sharp decline in the multiples applied to our historical results. The weighting factors and selected multiples used in the December 2008 valuation were as follows:

	Weighting			Revenue		EBITDA
	Factor			Multiple		Multiple
The market approach — Guideline Company Method		25	%		1.4		8.5
The market approach — Guideline Transaction Method		25	%		1.4		10.0
The income approach		50	%		N/A		N/A

June 30, 2009.  As discussed above, in June 2009 we began using the PWERM method in order to determine the fair value of our common stock because we determined that the range of possible future outcomes for our investors could be reasonably predicted. Those possible outcomes included an initial public offering scenario, a sale of the Company scenario and a continuing operations scenario. We used the Guideline Company Method for the valuation of our common stock for the initial public offering scenario, the Guideline Transaction Method for the sale scenario and the income approach for the continuing operations scenario. There were no stock option grants or other equity-related issuances made at or near this date. The probabilities and selected multiples used in the June 2009 valuation were as follows:

	Probability			Revenue		EBITDA
	Factor			Multiple		Multiple
Guideline Company Method — IPO scenario high-side		30	%		1.9		10.6
Guideline Company Method — IPO scenario low-side		30	%		1.2		9.5
Guideline Transaction Method — sale scenario high-side		17.5	%		1.5		10.0
Guideline Transaction Method — sale scenario low-side		17.5	%		1.3		9.5
The income approach — continuing operations		5	%		N/A		N/A

Using these assumptions, the deemed market value of our common stock as of June 30, 2009 increased significantly from the prior valuation period, from $5.48 to $12.44 per share. By June 2009, much of the turmoil in the U.S. financial and stock markets had stabilized and valuation multiples increased. Also during this period, our historical results improved as we continued to grow our business and it became increasingly probable that we would successfully complete an initial public offering.

December 31, 2009.  The deemed market value of our common stock as of December 31, 2009 increased from $12.44 per share to $16.20 per share as we updated our assessment of the likelihood of a successful initial public offering given our operating performance and the state of the public equity markets. There were no stock option grants or other equity-related issuances made at or near this date. The probabilities and selected multiples used in the December 2009 valuation were as follows:

	Probability			Revenue		EBITDA
	Factor			Multiple		Multiple
Guideline Company Method — IPO scenario high-side		40	%		2.0		11.9
Guideline Company Method — IPO scenario low-side		40	%		1.2		9.9
Guideline Transaction Method — sale scenario high-side		7.5	%		1.7		10.0
Guideline Transaction Method — sale scenario low-side		7.5	%		1.2		9.5
The income approach — continuing operations		5	%		N/A		N/A

On March 11, 2010, we and the underwriters determined a preliminary range for the initial public offering price, the midpoint of which is $16.00. We note that, as is typical in initial public offerings, the preliminary range was not derived using a formal determination of fair value, but was determined based upon discussions between us and the underwriters and consideration of prevailing market conditions and estimates of our business potential.

We make a number of estimates and assumptions related to FASB-issued authoritative guidance on stock-based compensation. The estimation of stock awards that will ultimately vest requires judgment, and to the

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extent actual results differ from our estimates, we will record such amounts as an adjustment in the period such estimates are revised. Actual results may differ substantially from these estimates. In valuing stock-based awards under this guidance, significant judgment is required in determining the expected volatility of our common stock and the expected term individuals will hold their stock-based awards prior to exercising. We base expected volatility of the stock on our peer group in the industry in which we do business, because we do not have sufficient historical volatility data for our own stock. We determine the expected term of the option based on factors including vesting period, life of option, strike price and fair market value of our common stock on the date of grant. In the future, as we gain historical data for volatility in our own stock and the actual term employees hold our options, expected volatility and expected term may change, which could substantially change the grant date fair value of future awards of stock options and ultimately the expense we record.

We recorded non-cash compensation expense of $0.2 million, $0.2 million, $1.2 million, $0.6 million and $0.5 million for fiscal 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009.

In addition to the stock options we granted to our employees, our President, Chief Executive Officer and Chairman of the Board, Thomas D. Logan, entered into a Call Option Agreement on April 19, 2004 with ACAS and certain of its affiliates, in which ACAS granted time and performance-based options with market conditions to Mr. Logan to purchase shares of the common stock of two of our predecessors in connection with his services as an officer and director. The options contain vesting provisions based upon successful completion of an initial public offering or change in control, and achievement by ACAS of certain internal rates of return as discussed in detail below. Modification of these options occurred in substance on January 1, 2006, in connection with the formation of Mirion in December 2005, and was formalized in an agreement dated August 18, 2006. As a result of the modification, Mr. Logan was granted performance-based options with market conditions to purchase 463,794 shares of Mirion’s common stock held by ACAS. These options were further modified on December 7, 2007 to modify the vesting criteria of the performance based options to include, in addition to existing vesting provisions, vesting upon the achievement of certain returns on investment, as discussed in detail below. The exercise price of these options is $10.45 per share, and the total maximum value resulting from the option modification is $2.1 million. The original grant date fair value of these options was negligible. We will recognize expense on these options to the extent that we are able to either complete an effective offering in the public markets or complete a qualifying sale of the Company; and, in such instance, over the derived service period of these options, which is consistent with the periods over which the market conditions of the awards are measured, as described further below.

The performance-based options with market conditions are divided into three tranches, each of which will either vest or be cancelled in two halves upon an initial public offering (“IPO”) or change in control, depending on whether ACAS achieves certain internal rates of return or returns on investment in such an event. Upon completion of an IPO (i.e., the performance condition), vesting of these performance-based options will occur in two stages upon achievement of certain market-based conditions. The first stage occurs 30 days after the effective time of the IPO at which time 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return, ranging between 25–40% or certain minimum returns on investment ranging between 2.0–2.7x. If neither goal is met, the options in this tranche will be cancelled. The second stage occurs on the earlier of two years after the effective time of an IPO or upon the sale by ACAS of its investments in us, at which time the remaining 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return ranging between 25–40% or certain minimum returns on investment of 2.0–2.7x. If neither goal is met, the options in this tranche will be cancelled. We have not recorded stock compensation expense in connection with these options because vesting is contingent upon future events.

The modifications of the performance-based stock options with market conditions were accounted for under FASB-issued authoritative guidance on stock-based payments, such that the total compensation cost measured at the date of modification was determined to be the grant-date fair value of the original award plus the incremental cost resulting from the modification, in which vesting of both the original and modified awards were considered to be probable. Because these options contain market-based vesting criteria, we used a Monte Carlo simulation model, rather than a Black-Scholes model, to value such options. In the Monte Carlo simulation model, weekly stock prices were simulated until the liquidity event time using a geometric

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Brownian motion model. Based on the simulated stock price at the liquidity event and the vesting requirements, the number of vested shares was determined. The stock price at liquidity and the options’ exercise price were used to determine the intrinsic value per share of the options at the liquidity event. The intrinsic value was then discounted to the present at the risk free rate to determine the option value for each simulation. Fifty thousand simulations were run for each valuation date, and the sum value of those simulations was averaged to determine the value of the options. Key valuation assumptions as of the January 1, 2006 modification are an expected term of 4.5 years, volatility of 41.8%, a risk-free rate of interest of 4.3%, and a dividend yield of 0%. Key valuation assumptions as of the December 7, 2007 modification are an expected term of 2.6 years, volatility of 39.8%, a risk-free rate of interest of 3.1%, and a dividend yield of 0%.

The Call Option Agreement also provides Mr. Logan with an option to purchase 150,875 shares of our common stock held by ACAS that vest on a monthly schedule. The exercise price of these options is $10.45 per share and the total incremental value resulting from the option modification is $592,000. All such options have vested as of June 30, 2008. In connection with these options, we recorded stock compensation expense of $151,000 and $121,000 in fiscal 2007 and 2008.

The modification of the time-based stock options were accounted for under FASB-issued authoritative guidance on stock-based payments, such that the total compensation cost measured at the date of modification was determined to be the grant-date fair value of the original award plus the incremental cost resulting from the modification, in which vesting of both the original and modified awards were considered to be probable. These options were valued using the Black-Scholes model. Key valuation assumptions as of the January 1, 2006 modification are an expected term of 4.5 years, volatility of 41.8%, a risk-free rate of interest of 4.3%, and a dividend yield of 0%.

All options granted by ACAS and its affiliates to Mr. Logan pursuant to the Call Option Agreement are to be reduced on an economically equivalent basis in the event we grant Mr. Logan options to purchase shares of our common stock after the date of the Call Option Agreement, provided such options are no less favorable to Mr. Logan.

In addition to the 463,794 performance-based options with market conditions granted to Mr. Logan by ACAS, there are 85,798 unvested outstanding performance-based options that we have granted to other employees. These 85,798 options are different from those granted to Mr. Logan in that they were granted by us rather than by ACAS. Furthermore, these options only vest in the event of a sale transaction, which does not include this offering. Therefore, it is not expected that we will record expense for such options.

Accounts Receivable

We evaluate the collectability of accounts receivable based on a combination of factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, we record a specific allowance against amounts due and, thereby, reduce the net recognized receivable to the amount we reasonably believe will be collected. We record increases to the allowance for bad debt as a component of general and administrative expenses.

Income Taxes

The determination of our tax provision is subject to judgments and estimates due to the complexity of the tax law that we are subject to in several tax jurisdictions. Earnings derived from our international business are generally taxed at rates that are different than U.S. rates, resulting in an effective tax rate different than the U.S. statutory tax rate of 34.0%. The ability to maintain our current effective tax rate is contingent on existing tax laws in both the United States and the respective countries in which our international subsidiaries are located. In addition, a decrease in the percentage of our total earnings from international business or a change in the mix of international business among particular tax jurisdictions could alter our overall effective tax rate.

Income taxes are accounted for under the asset and liability method in accordance with FASB-issued authoritative guidance on accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the tax bases of

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assets and liabilities and their financial statement carrying amounts, and consideration is given to operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. This guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. We have provided a valuation allowance of $31.4 million as of June 30, 2009 and $27.6 million as of June 30, 2008 on primarily our U.S. jurisdiction deferred tax assets.

On July 1, 2007, we adopted FASB-issued authoritative guidance on accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB-issued authoritative guidance on accounting for income taxes. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result of the implementation of this guidance, we recognize the tax liability for uncertain income tax positions on the income tax return based on the two-step process prescribed in the interpretation. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating these amounts requires us to determine the probability of various possible outcomes. We evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit, and new exposures. If we later determine that our exposure is lower or that the liability is not sufficient to cover our revised expectations, we adjust the liability and effect a related change in our tax provision during the period in which we make such determination.

Inventory Valuation

At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. This evaluation includes analysis of sales levels by products. Among other factors, we consider historical demand and forecasted demand in relation to the inventory on hand, product life cycles and the number of facilities using our products when determining obsolescence and net realizable value. We adjust remaining balances to approximate the lower of our manufacturing cost or market value. We determine inventory cost on a first-in, first-out basis and include material, labor and manufacturing overhead costs. We may be required to write-down inventory for reasons such as obsolescence, excess quantities and declines in market value below our costs.

Outlook

We expect the following factors to affect our results of operation in future periods. In addition to these factors, please refer to “Risk Factors” for additional information on what could cause our actual results to differ from our expectations.

Industry growth trends.  Our performance depends on the timing and level of spending for our products by each of our customers in each of our five segments. Our success is dependent upon the continued increase in construction activity for new NPPs in Asia and Europe, as well as the operating life extension of plants in Europe, Asia and the United States. We expect defense spending to detect and prevent radiological threats to continue, as well as spending in connection with large-scale public events. The expansion of radiological medical procedures is also providing us with opportunities for continued growth. For discussion of the factors that influence spending on our products, see “Industry.”

Research and development expenses.  We expect our research and development expenses as a percentage of revenue to decrease as we grow our business, focus our engineering activities on customer driven initiatives and benefit from the reduced engineering costs associated with optimized product lines.

SG&A expenses.  We expect our SG&A expenses as a percentage of revenue to decrease as our business grows and we continue to manage expenses and reduce our amortization expense on an annual basis. The majority of our amortization expenses are in SG&A expenses. We have incurred expenses in the past in connection with the integration of the legacy businesses of which we are comprised, in addition to severance

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costs associated with our cost reduction efforts. We do not expect these expenses to recur. We also expect to eliminate $1.6 million per year in annual management fees we have paid to ACFS pursuant to an investment banking services agreement that we intend to terminate by making a one-time payment of $8.0 million to ACFS upon completion of this offering. We expect any reduction in our SG&A expenses to be partially offset by expenses we will incur as a result of becoming a reporting company following this offering.

Interest expenses.  We expect that our interest expenses will be reduced in periods following the completion of this offering reflecting the reduced level of our outstanding indebtedness.

Foreign exchange impact.  We are a global company with operations in Canada, China, Finland, France, Germany, the United Kingdom and the United States. Accordingly, currency exchange rates can impact our reported results of operations.

Unamortized debt issuance costs.  We expect to record a non-cash charge associated with the repayment of certain of our indebtedness with a portion of the net proceeds of this offering. This charge will consist of the write-off of unamortized debt issuance costs.

Income taxes.  Despite historical net losses, we have incurred income tax expense for each of the past three fiscal years. In any given period, the jurisdictional mix of our income can vary significantly as a result of the global nature of our business and operations. The income tax rates, available deductions and credits vary significantly in the jurisdictions we do business. Accordingly, the income tax expense in any given period is a function of the effective tax rate and related income secured in a particular jurisdiction. Although we have reported historic consolidated losses, we recognized income in foreign jurisdictions and losses in the United States for the past three years. We have incurred tax expense in foreign jurisdictions due to the taxable income position. We have provided a valuation allowance on our United States based tax attributes and as a result, no tax benefit is recognized for the United States operating losses.

We have net operating loss carryforwards (“NOLs”) which we can use to reduce our United States tax expense in future periods. These NOLs are subject to elimination or reduction in the event of a change of control. We do not expect such a change of control to occur in connection with this offering. However, a future sale of our common stock by ACAS could result in such a change of control.

Amortization costs related to intangible assets.  Our non-cash amortization costs related to intangible assets were $12.2 million, $10.1 million, $8.1 million, $4.2 million and $3.7 million for fiscal 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009. Our future amortization expense at the foreign exchange rates determined as of June 30, 2009 is as follows (in thousands):

	Annual
	Amortization
Year Ending June 30,	Expense
2010	$	6,484
2011		4,760
2012		3,709
2013		2,749
2014		1,622
2015 and thereafter		4,364
Total	$	23,688

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Consolidated Results of Operations

The following table summarizes certain items of our consolidated results of operations for fiscal 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009 (in thousands, except percentages):

										Six Months Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
Revenue	$	169,033		$	191,769		$	201,763		$	100,519		$	108,658
Cost of revenue		94,321			102,790			105,954			53,793			60,140
Gross profit		74,712			88,979			95,809			46,726			48,518
% of revenue		44.2	%		46.4	%		47.5	%		46.5	%		44.7	%
Operating expenses:
Selling, general and administrative expenses		59,449			63,177			65,649			31,310			33,754
Research and development expenses		11,875			14,865			11,282			6,277			5,202
Total operating expenses		71,324			78,042			76,931			37,587			38,956
Income from operations		3,388			10,937			18,878			9,139			9,562
Interest expense, net		19,153			20,207			17,711			9,736			7,570
Other income, net		(1,001	)		(1,759	)		(490	)		71			(530	)
(Loss) income before provision for income taxes		(14,764	)		(7,511	)		1,657			(668	)		2,522
Provision for income taxes		4,937			5,838			5,612			2,890			3,293
Net loss	$	(19,701	)	$	(13,349	)	$	(3,955	)	$	(3,558	)	$	(771	)

Period-to-Period Analysis

As the results of operations of our business are best understood when examined on a segment-by-segment basis, we have more fully described period-to-period changes in the section of this Management’s Discussion and Analysis of Financial Condition and Results of Operation entitled “Segment Results of Operations” rather than in the section immediately below.

Six Months Ended December 31, 2009 as Compared to the Six Months Ended December 31, 2008

Revenue

Consolidated revenue for the six months ended December 31, 2009 was $108.7 million, an increase of $8.1 million, or 8.1%, from revenue of $100.5 million for the six months ended December 31, 2008. Revenue in our Health Physics segment increased $3.6 million, or 10.7%, with an $11.4 million increase in revenue from contamination and clearance monitors offset by a $6.8 million decrease in dosimetry revenue due to completion of some large projects in the six months ended December 31, 2008 with no similar projects in the comparable period of 2009, and a $1.3 million decrease in detection and identification products. Revenue recognized for sales by our Radiation Monitoring Systems segment increased $7.0 million, or 33.5%, principally due to recognition of revenue from a radiation monitoring systems installation project in Asia. Revenue from sales by our Imaging Systems segment decreased $1.5 million, or 16.6%, principally due to weak demand for high-temperature cameras in industrial end markets. Revenue for the six months ended December 31, 2009 was positively impacted due to foreign currency movements by approximately $3.3 million. $30.6 million, or 28.2%, of revenue for the six months ended December 31, 2009 was attributed to sales in connection with new nuclear plant construction, an increase of $12.8 million, or 71.5%, from revenue of $17.8 million in connection with new nuclear plant construction for the six months ended December 31, 2008. The remaining revenue of $78.1 million for the six months ended December 31, 2009 and remaining revenue of $82.7 million for the six months ended December 31, 2008 was attributed to sales other than in connection with new nuclear plant construction, including sales of replacement or recurring products and services.

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Gross Profit

Consolidated gross profit for the six months ended December 31, 2009 was $48.5 million, an increase of $1.8 million, or 3.8% compared to the six months ended December 31, 2008. Gross margin decreased 1.8% to 44.7% for the six months ended December 31, 2009 primarily from lower margins in both the Health Physics segment and the Radiation Monitoring Systems segment due to product mix in each of these segments. Gross profit was positively impacted due to foreign currency movements by approximately $1.4 million.

Operating Expenses

SG&A expenses for the six months ended December 31, 2009 were $33.8 million, an increase of $2.4 million, or 7.8%, from $31.3 million for the comparable period of 2008. This increase was primarily due to an increase in professional fees, principally associated with preparation for our initial public offering.

Research and development expenses for the six months ended December 31, 2009 were $5.2 million, a decrease of $1.1 million, or 17.1%, from $6.3 million for the six months ended December 31, 2008, primarily due to higher professional fees associated with new product development in the prior period.

Interest Expense, Net

Interest expense, net for the six months ended December 31, 2009 was $7.6 million, a decrease of $2.2 million, or 22.3%, from $9.7 million for the comparable period of 2008. This reduction was primarily the result of the decline in our interest expense on our variable rate instruments as our interest rates tied to LIBOR and EURIBOR declined from the comparable period of 2008.

Other Income, Net

Other income, net increased from a loss of $0.1 million in the first half of fiscal 2009 to a gain of $0.5 million for the first half of fiscal 2010. This increase was largely due to foreign exchange gains in fiscal 2010.

Income Taxes

The provision for income taxes for the six months ended December 31, 2009 was approximately $3.3 million, with an estimated effective tax rate of 130.6%, compared with a provision for income taxes of approximately $2.9 million, with an estimated effective tax rate of negative 433% for the comparable period of fiscal 2009. The provision for income taxes for the six months ended December 31, 2008 and 2009 are comprised mainly of foreign income taxes. The fiscal 2010 effective tax rate was also impacted by losses generated in the United States where we do not record any benefit for tax attributes due to the valuation allowance.

Fiscal 2009 as Compared to Fiscal 2008

Revenue

Consolidated revenue for fiscal 2009 was $201.8 million, an increase of $10.0 million, or 5.2%, from revenue of $191.8 million for fiscal 2008.

$19.3 million of revenue in fiscal 2009 was attributed to sales in connection with new nuclear plant construction, an increase of $2.1 million, or 12.2%, from revenue of $17.2 million in connection with new nuclear plant construction for fiscal 2008. The remaining revenue of $182.5 million for fiscal 2009 was attributed to sales other than in connection with new nuclear plant construction, including sales of replacement or recurring products and services for existing plants and customers facilities. The remaining revenue of $174.6 million for fiscal 2008 was attributed to sales other than in connection with new nuclear plant construction, which includes sales of replacement or recurring products and services.

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Revenue in our Health Physics segment increased 17.8%, or $10.4 million, principally due to higher sales volumes in the following product lines:

•  $1.9 million increase in sales of dosimeters, principally into existing NPPs in Asia and the Americas; and

•  $5.4 million increase in sales of contamination & clearance monitors, principally into existing NPPs in the Americas.

•  $3.1 million increase in sales of detection and identification devices principally to the defense end market in Europe.

Revenue in our Radiation Monitoring Systems segment decreased $2.1 million, or 4.8%, principally due to the negative impact of foreign currency movements of approximately $3.5 million in fiscal 2009.

Revenue in our Sensing Systems segment increased $5.1 million, or 12.8%, principally due to higher sales volumes in the following product lines:

•  $3.4 million increase in revenue recognized from contracts for the production of penetration products used in the construction of NPPs; and

•  $1.7 million increase in revenue recognized from contracts for the production of detectors used in NPPs.

Revenue in our Dosimetry Services segment increased by $0.6 million, or 2.2%, while revenues in our Imaging Systems segment fell by $4.1 million, or 19.3%, due to weakening demand for high-temperature cameras in industrial end markets.

Revenue in fiscal 2009 was negatively impacted due to foreign currency movements by approximately $10.2 million.

Gross Profit

Consolidated gross profit for fiscal 2009 was $95.8 million, an increase of $6.8 million, or 7.7%, from gross profit of $89.0 million for fiscal 2008. Gross margin increased 1.1% to 47.5% for fiscal 2009, primarily due to lower material costs in the Sensing Systems segment. Gross profit was negatively impacted due to foreign currency movements by approximately $4.9 million.

Operating Expenses

SG&A expenses for fiscal 2009 were $65.6 million, an increase of $2.5 million, or 3.9%, from $63.2 million for fiscal 2008. This increase was primarily due to an increase in professional fees associated with preparation for our initial public offering, offset by a reduction in compensation expense, as well as an overall reduction of expense due to favorable currency exchange as our expenses in U.S. dollars were positively impacted by weaker foreign currencies, primarily the euro and the British pound.

Research and development expenses for fiscal 2009 were $11.3 million, a decrease of $3.6 million, or 24.1%, from $14.9 million for fiscal 2008. This decrease was primarily due to a decrease in compensation and subcontractor expense due to product rationalization as well as a reduction of expense due to favorable currency exchange as our expenses in U.S. dollars were positively impacted by weaker foreign currencies, principally the euro and the British pound, offset by an increase in supplies and services.

Interest Expense, Net

Interest expense, net for fiscal 2009 was $17.7 million, a decrease of $2.5 million, or 12.4%, from $20.2 million for fiscal 2008. This reduction was primarily the result of the decline in our interest expense on our variable rate instruments as our interest rates tied to LIBOR and EURIBOR declined from fiscal 2008.

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Other Income, Net

Other income, net decreased $1.3 million, or 72.1%, to other income, net of $0.5 million for fiscal 2009, from other income, net of $1.8 million for fiscal 2008. This decrease of other income, net was primarily a result of a decrease in foreign exchange gains of $1.4 million.

Income Taxes

We recognized income tax expense of $5.6 million for fiscal 2009, a decrease of $0.2 million, or 3.9%, from fiscal 2008. The decrease was primarily due to the geographic composition of our consolidated income, with less tax expense attributable to foreign operations. In addition, the fiscal 2009 effective tax rate was impacted by losses generated in the United States where we do not record benefit for tax attributes due to the valuation allowance.

Fiscal 2008 as Compared to Fiscal 2007

Revenue

Consolidated revenue for fiscal 2008 was $191.8 million, an increase of $22.7 million, or 13.5%, from revenue of $169.0 million in fiscal 2007. $17.2 million of revenue in fiscal 2008 was attributed to sales in connection with new nuclear plant construction, an increase of $0.2 million, or 1.2%, from revenue of $17.0 million in connection with new nuclear plant construction in fiscal 2007. The remaining revenue of $174.6 million for fiscal 2008 was attributed to sales other than in connection with new nuclear plant construction, which includes sales of replacement or recurring products and services for existing plants and customer facilities. The remaining revenue of $152.0 million for fiscal 2007 was attributed to sales other than in connection with new nuclear plant construction, which includes sales of replacement or recurring products and services. Revenue from detectors sold by our Sensing Systems segment into NPPs increased $5.2 million, or 33.2%, while revenue recognized for electrical penetrations sold by our Sensing Systems segment grew $5.6 million, or 41.9%. Revenue of radiation monitoring equipment sold by our Radiation Monitoring segment increased by $9.7 million or 28.9% primarily related to the completion of a large NPP project, shipped in previous years but with customer acceptance occurring in fiscal 2008.

Revenue in fiscal 2008 was positively impacted due to foreign currency movements by approximately $11.3 million.

Gross Profit

Consolidated gross profit for fiscal 2008 was $89.0 million, an increase of $14.3 million, or 19.1%, from $74.7 million for fiscal 2007. Gross margin increased 2.2% to 46.4% for fiscal 2008, from 44.2% for fiscal 2007, due to better factory utilization in our Health Physics and Sensing Systems segments. The increase in gross profit was primarily due to the increase in revenue in our Health Physics and Sensing Systems segments. Gross profit in fiscal 2008 was positively impacted due to foreign currency movements by approximately $5.4 million.

Operating Expenses

SG&A expenses for fiscal 2008 were $63.2 million, an increase of $3.7 million, or 6.3%, from $59.4 million for fiscal 2007. This increase was primarily due to an increase in compensation and benefit cost due to the hiring of the majority of our corporate staff and severance costs due to employee terminations, offset by a reduction in amortization cost and professional fees. SG&A expenses in fiscal 2008 were negatively impacted due to foreign currency movements by approximately $3.3 million.

Research and development expenses for fiscal 2008 were $14.9 million, an increase of $3.0 million, or 25.2%, from $11.9 million for fiscal 2007. This increase was primarily due to an increase in compensation and supplies expense for new projects and products, offset by a decrease in professional fees.

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Interest Expense, Net

Interest expense, net for fiscal 2008 was $20.2 million, an increase of $1.1 million, or 5.5%, from fiscal 2007 expense of $19.2 million. The $1.1 million increase was primarily due to increased borrowings to fund our growth.

Other Income, Net

Other income, net increased $0.8 million, or 75.7%, to other income, net of $1.8 million for fiscal 2008, from other income, net of $1.0 million for fiscal 2007. This increase in other income, net was primarily the result of an increase in foreign exchange gains of $0.9 million.

Income Taxes

We recognized income tax expense of $5.8 million for fiscal 2008, versus $4.9 million for fiscal 2007. The $0.9 million increase was primarily due to the geographic composition of our consolidated income, with greater tax expense attributable to foreign operations. In addition, the fiscal 2008 effective tax rate was impacted by losses generated in the United States where we do not record benefit for tax attributes due to the valuation allowance.

Segment Results of Operations

The following table summarizes certain items for our segments for fiscal 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009. The amounts below are in thousands.

										Six Months Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
Revenue:
Health Physics	$	58,020		$	58,691		$	69,109		$	33,140		$	36,695
Radiation Monitoring Systems		33,521			43,201			41,116			20,803			27,765
Sensing Systems		29,049			39,866			44,979			22,858			22,339
Dosimetry Services		27,785			28,824			29,457			14,830			14,445
Imaging Systems		20,658			21,187			17,102			8,888			7,414
Total	$	169,033		$	191,769		$	201,763		$	100,519		$	108,658
Operating income:
Health Physics	$	(993	)	$	(912	)	$	6,317		$	776		$	1,875
Radiation Monitoring Systems		1,775			1,085			4,109			1,793			3,349
Sensing Systems		3,881			10,234			14,973			8,395			8,801
Dosimetry Services		5,879			7,746			7,968			4,019			3,561
Imaging Systems		200			1,339			1,064			428			334
Unallocated corporate items		(7,354	)		(8,555	)		(15,553	)		(6,272	)		(8,358	)
Total	$	3,388		$	10,937		$	18,878		$	9,139		$	9,562

Health Physics

Six Months Ended December 31, 2009 as Compared to the Six Months Ended December 31, 2008

Revenue in our Health Physics segment increased $3.6 million, or 10.7%, to $36.7 million for the six months ended December 31, 2009, from $33.1 million for the comparable period of 2008. This increase was primarily due to increased revenue from contamination and clearance monitors which saw strong growth in demand as customers spent against their 2009 budgets more so than experienced in the end of 2008. Revenues for the six months ended December 31, 2009 was favorably impacted by foreign currency movements by approximately $1.5 million.

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Operating income in our Health Physics segment increased $1.1 million, or 141.6%, to $1.9 million for the six months ended December 31, 2009, from $0.8 million for the comparable period of 2008. This increase was due to increased gross profit and favorable exchange rates. Costs from selling, general and administrative expenses, as well as research and development expenses, remained relatively constant.

Fiscal 2009 as Compared to Fiscal 2008

Revenue in our Health Physics segment increased $10.4 million, or 17.8%, to $69.1 million for fiscal 2009, from $58.7 million for fiscal 2008. This increase was primarily due to increased dosimeter sales of $1.9 million, principally into existing NPPs in Asia and the Americas, $5.5 million of increased sales of contamination & clearance monitors principally into existing NPPs in the Americas and $3.0 million of increased sales of detection and identification products into the defense end market, primarily in Europe. Revenue for fiscal 2009 was negatively impacted by foreign currency movements by approximately $4.0 million.

Operating income in our Health Physics segment increased $7.2 million, or 792.6%, to $6.3 million for fiscal 2009, from $(0.9) million for fiscal 2008. This increase was due to increased gross profit due to higher revenues and lower research and development expenses arising from our product rationalization efforts. During fiscal 2009, we continued to review our product portfolio and discontinued engineering work on products that were deemed to be duplicative or nearing the end of useful life. As a result we were able to eliminate a portion of our temporary and consulting engineers and correspondingly reduce engineering expense. Expenses were positively impacted by foreign currency movements, which partially offset the negative impact of currency movements on revenue.

Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Health Physics segment increased $0.7 million, or 1.2%, to $58.7 million for fiscal 2008, from $58.0 million for fiscal 2007. Revenue in fiscal 2008 was positively impacted due to foreign currency movements in the euro-dollar exchange rate by approximately $5.0 million.

Operating income for our Health Physics segment increased $0.1 million, or 8.2%, to $(0.9) million for fiscal 2008, from $(1.0) million for fiscal 2007. This increase was due to increased gross profit margin due to improved factory utilization and lower material costs, partly offset by an increase in operating expenses related to professional fees for cost improvement initiatives and severance costs due to employee terminations. We engaged an outside consulting firm to review our current cost structure and assist us with the implementation of certain cost improvement initiates. Expenses were negatively impacted by $2.7 million due to foreign exchange currency movements in the euro-dollar exchange rate.

Radiation Monitoring Systems

Six Months Ended December 31, 2009 as Compared to the Six Months Ended December 31, 2008

Revenue in our Radiation Monitoring Systems segment increased $7.0 million, or 33.5%, to $27.8 million for the six months ended December 31, 2009, from $20.8 million for the comparable period of 2008. This increase was principally due to the timing of revenue recognition on a single nuclear power plant project in Asia in the second quarter of fiscal 2010. This revenue was recognized upon product delivery to the customer and prior to receipt of notification of formal customer acceptance because we were able to demonstrate that it had met all of the customer-specified objective acceptance criteria at delivery.

Operating income in our Radiation Monitoring Systems segment increased $1.5 million, or 86.8%, to $3.3 million for the six months ended December 31, 2009, from $1.8 million for the comparable period of 2008. The disproportionate increase in operating income as compared to revenues is due to a substantial portion of our costs being fixed. Revenues were positively impacted by $1.6 million due to foreign currency movements, which were partly offset by the negative impact of currency movements on expenses.

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Fiscal 2009 as Compared to Fiscal 2008

Revenue in our Radiation Monitoring Systems segment decreased $2.1 million, or 4.8%, to $41.1 million for fiscal 2009, from $43.2 million for fiscal 2008. This decrease was largely due to the negative impact of foreign currency movements of approximately $3.5 million in fiscal 2009, and was partially offset by increased revenue from a higher number of customer installations in fiscal 2009.

Operating income in our Radiation Monitoring Systems segment increased $3.0 million, or 278.7%, from $1.1 million in fiscal 2008 to $4.1 million in fiscal 2009. $1.1 million of this increase was due to two projects in fiscal 2009 in Europe that had higher-than-usual gross profits due to the mix of the components sold to each customer. Both projects were for the replacement of the customers’ existing equipment. Operating income was also favorably impacted by a $0.3 million reduction in selling, general and administrative expenses due to lowered compensation-related expenses that resulted from a prior year restructuring and $0.4 million reduction in research and development expenses due to the elimination of a portion of our temporary and consulting engineer positions. Operating expenses were further positively impacted by foreign currency movements by $1.1 million, which partially offset the negative impact on revenue related to currency movements.

Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Radiation Monitoring Systems segment increased $9.7 million, or 28.9%, to $43.2 million for fiscal 2008, from $33.5 million for fiscal 2007. This increase was due to some large NPP Projects shipped in fiscal 2006 and fiscal 2007 but with customer acceptance in fiscal 2008. Revenue in fiscal 2008 was positively impacted due to foreign currency movements in the euro-dollar exchange rate by approximately $4.8 million.

Operating income for our Radiation Monitoring Systems segment decreased $0.7 million, or 38.9%, to $1.1 million for fiscal 2008, from $1.8 million for fiscal 2007. This decrease was due to a decrease in gross margin due to an increase in material costs. Operating expenses also increased due to professional fees for cost improvement initiatives and severance costs due to employee terminations. We engaged an outside consulting firm to review our current cost structure and assist us with the implementation of certain cost improvement initiates. Operating expenses were negatively impacted by foreign exchange currency movements in the euro-dollar exchange rate by $1.8 million.

Sensing Systems

Six Months Ended December 31, 2009 as Compared to the Six Months Ended December 31, 2008

Revenue in our Sensing Systems segment decreased $0.5 million, or 2.3%, to $22.3 million for the six months ended December 31, 2009, from $22.9 million for the comparable period of 2008, due to the timing of completion of some long term contracts.

Operating income in our Sensing Systems segment increased $0.4 million, or 4.8%, to $8.8 million for the six months ended December 31, 2009, from $8.4 million for the comparable period of 2008. This increase was primarily due to decreased cost of goods sold despite no significant change in revenue due to the mix of products sold in favor of higher gross margin products, while operating expenses remained relatively constant.

Fiscal 2009 as Compared to Fiscal 2008

Revenue in our Sensing Systems segment increased $5.1 million, or 12.8%, to $45.0 million for fiscal 2009, from $39.9 million for fiscal 2008. This increase was due to an increase in revenue recognized for new electrical penetrations of $3.4 million and an increase in revenue recognized for our ex-core detectors of $2.3 million, partially offset by a reduction in nuclear reactor core detector revenue of $0.6 million. Revenue in fiscal 2009 was negatively impacted due to foreign currency movements by approximately $0.8 million.

Operating income in our Sensing Systems segment increased $4.7 million, or 46.3%, to $15.0 million for fiscal 2009, from $10.2 million for fiscal 2008. This increase was primarily due to increased revenue as well as a decrease in material costs due to declining prices over fiscal 2009 for precious metals and other raw materials. Operating expenses decreased by $0.4 million, or 5.4% primarily due to lower amortization expenses.

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Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Sensing Systems segment increased $10.8 million, or 37.2%, to $39.9 million for fiscal 2008, from $29.0 million for fiscal 2007. This increase was due to an increase in other replaceable detector revenue of $6.3 million and an increase in revenue recognized for new electrical penetrations of $5.6 million, offset by a reduction in nuclear core reactor detector revenue of $1.1 million. Revenue in fiscal 2008 was favorably impacted due to foreign currency movements by approximately $1.2 million.

Operating income for our Sensing Systems segment increased $6.4 million, or 163.7%, to $10.2 million for fiscal 2008, from $3.9 million for fiscal 2007. This increase was primarily due to increased revenue and a $1.1 million reduction in amortization expense in fiscal 2008, as customer relationship intangible assets are amortized using an accelerated method to reflect estimated customer attrition patterns and rates. Other operating expenses remained constant between years.

Dosimetry Services

Six Months Ended December 31, 2009 as Compared to the Six Months Ended December 31, 2008

Revenue in our Dosimetry Services segment decreased $0.4 million, or 2.6%, to $14.4 million for the six months ended December 31, 2009, from $14.8 million for the comparable period of 2008 due to slightly lower revenue from the United Kingdom market and some competitive pricing pressures in the American market.

Operating income in our Dosimetry Services segment decreased $0.5 million, or 11.4%, to $3.6 million for the six months ended December 31, 2009, from $4.0 million for the comparable period of 2008. The decrease was primarily due to increased production costs related to a new passive dosimeter product introduced to the market in late fiscal 2009 and an increase in operating expenses, primarily due to recruitment related expenses.

Fiscal 2009 as Compared to Fiscal 2008

Revenue in our Dosimetry Services segment increased $0.6 million, or 2.2%, to $29.5 million for fiscal 2009, from $28.8 million for fiscal 2008. This increase was primarily due to an increase in sales to the small medical practitioner market.

Operating income in our Dosimetry Services segment increased $0.2 million, or 2.9%, to $8.0 million for fiscal 2009, from $7.7 million for fiscal 2008. This increase was principally due to increased revenue, partially offset by increased research and development expenses related to new product development.

Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Dosimetry Services segment increased $1.0 million, or 3.7%, to $28.8 million for fiscal 2008, from $27.8 million for fiscal 2007. This increase was primarily due to increased business in the nuclear and medical end markets of $0.6 million and growth in sales of dosimeters to the small medical practitioner market of $0.2 million.

Operating income for our Dosimetry Services segment increased $1.9 million, or 31.8%, to $7.7 million for fiscal 2008, from $5.9 million for fiscal 2007. This increase was primarily due to increased revenue as well as a decrease in amortization costs.

Imaging Systems

Six Months Ended December 31, 2009 as Compared to the Six Months Ended December 31, 2008

Revenue in our Imaging Systems segment decreased $1.5 million, or 16.6%, to $7.4 million for the six months ended December 31, 2009, from $8.9 million for the comparable period of 2008. This decrease was primarily attributable to a reduction in sales of our high temperature cameras. We continue to experience some weakening of demand for these products in the industrial end market due to the current economic climate.

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Operating income in our Imaging Systems segment decreased $0.1 million, or 22.0%, to $0.3 million for the six months ended December 31, 2009, from $0.4 million for the comparable period of 2008. Lower gross profit due to reduced sales was partially offset by reduced amortization and marketing expenses during the six months ended December 31, 2009.

Fiscal 2009 as Compared to Fiscal 2008

Revenue in our Imaging Systems segment decreased $4.1 million, or 19.3%, to $17.1 million for fiscal 2009, from $21.2 million for fiscal 2008. This decrease was primarily attributable to a reduction in sales of our high temperature cameras of $3.0 million. We began to experience some weakening of demand for these products into the industrial end market, as a result of the economic climate in fiscal 2009. The products represented $7.3 million, or 42.6%, of segment sales in fiscal 2009, compared to $10.3 million, or 48.5%, of segment sales in fiscal 2008. Revenues for fiscal 2009 were negatively impacted by foreign currency movements by approximately $2.0 million, due to the weaker British pound.

Operating income in our Imaging Systems segment decreased $0.3 million, or 20.5%, to $1.1 million for fiscal 2009, from $1.3 million for fiscal 2008. This decrease was primarily attributable to the impact of a weaker British pound, with a $0.7 million positive currency impact on operating expenses partially offsetting the negative impact on revenues. Aside from the currency impact, there was a reduction of operating expenses in fiscal 2009 due to a decrease in facilities costs, primarily due to the consolidation of office facilities.

Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Imaging Systems segment increased $0.5 million, or 2.6%, to $21.2 million for fiscal 2008, from $20.7 million for fiscal 2007. This increase was due to an increase in sales of high temperature cameras of $1.2 million, partially offset by a decrease in sales of cameras for the nuclear end market of $0.7 million.

Operating income for our Imaging Systems segment increased $1.1 million, or 569.5%, to $1.3 million for fiscal 2008, from $0.2 million for fiscal 2007. This increase was due to a decrease in operating expenses, primarily reduced compensation expenses, partially offset by higher costs for our camera products for the nuclear end market.

Liquidity and Capital Resources

We have financed our operations primarily through cash provided by operations and our lines of credit. As of December 31, 2009, our principal sources of liquidity consisted of $6.9 million of cash and cash equivalents and $1.1 million available under our revolving credit facilities. A substantial majority of our outstanding debt has been provided by ACAS, our principal stockholder, through senior and junior debt facilities as well as lines of credit. ACAS has also provided us with substantially all of our equity financing.

The terms of our credit agreements with ACAS require us and our subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a minimum fixed charge coverage ratio (adjusted EBITDA minus capital expenditures, over cash paid for interest, debt payments, tax payments and management fees) of one-to-one, maximum debt to adjusted EBITDA ratio (total debt over adjusted EBITDA) of 5.50-to-one, minimum interest coverage ratio (adjusted EBITDA over cash interest expense) of 1.50-to-one and a maximum capital expenditure level of $7.5 million per fiscal year, with provisions for a one-year carry-forward.

Our credit agreements with ACAS are material to our consolidated business, and the financial covenants to our credit agreements are material in that any non-compliance with such covenants could result in an event of default under such credit agreements. Upon an event of default, ACAS may require us to pay penalty interest on debt under the credit agreements, accelerate any unpaid principal and interest under the credit agreements and charge a prepayment premium in the event of acceleration. In particular, in the event of an acceleration of the indebtedness held by ACAS, we may not be able to secure alternative financing on acceptable terms or at all. In such an event, we could be forced to sell assets to repay the indebtedness or take other actions that could have a material adverse effect on our business and operations. We are in compliance with all of our financial covenants as of December 31, 2009.

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Our anticipated new bank credit facilities that we expect to enter into upon the consummation of this offering also include financial covenants with which we will be required to comply. These include (i) a minimum fixed charge coverage of Adjusted EBITDA minus capital expenditures, over interest expense and scheduled principal payments on indebtedness, of 1.50-to-one, (ii) a minimum net worth of 80% of our consolidated stockholders’ equity as of March 31, 2010 after giving pro forma effect to this offering and the consummation on the effective date of the transactions contemplated under the new bank credit facilities plus 50% of net income earned in each full fiscal quarter ending after March 31, 2010 and (iii) a maximum ratio of total indebtedness over Adjusted EBITDA for four consecutive fiscal quarters of 2.75-to-one, declining further to 2.25-to-one as of January 1, 2011. Given our expected substantially lower total indebtedness and reduced income expense following the offering and refinancing, we do not believe that these financial covenants will be more restrictive on our ability to operate our business and finance our operations and working capital requirements. In addition, we believe that the covenants in our anticipated new bank credit facilities do not pose a material risk of non-compliance to us. On a pro forma basis after giving effect to the offering and the refinancing as described in this prospectus, we would have been in compliance with all financial covenants in the new bank credit facilities as of December 31, 2009. Management has projected the likely future performance of our business for the remainder of fiscal year 2010 and does not believe that there is a material risk of non-compliance with such covenants.

Our anticipated new bank credit facilities will initially bear interest at rates of LIBOR or EURIBOR plus 4.50%; however, depending on our leverage ratio, the interest rate adjustment can vary from 4.00% to 5.00%. The term loans have a minimum LIBOR or EURIBOR amount of 1.50%.

During the six months ended December 31, 2009, our cash and cash equivalents increased $1.5 million to $6.9 million. During this time, we had cash outflows from operating activities of $4.8 million, primarily related to offering costs that have been capitalized by the Company and included as a component of prepaids and other current assets. These costs will be reclassified to additional paid-in capital upon consummation of our initial public offering. We had cash outflows from investing activities of $4.2 million, related to purchase of property, plant and equipment and restrictions on cash, and net cash inflows from financing activities of $10.9 million. This was principally due to an increase in borrowings under our ACAS revolving credit facilities of $12.7 million, offset by reductions in borrowings from our third-party revolving credit facilities of $1.6 million during the period.

During fiscal 2009 our cash and cash equivalents decreased $3.6 million to $5.4 million. During this time we had cash inflows from operating activities of $10.0 million. This was offset by cash outflows from investing activities of $7.4 million, primarily for the purchase of property, plant and equipment, and financing activities of $5.8 million from payments under our revolving credit facilities.

During fiscal 2008, we incurred net cash outflows from investing activities of $3.3 million, primarily for the purchase of property, plant and equipment, and net cash outflows from operating activities of $6.7 million. These outflows were offset in part by net cash inflows from borrowings under our revolving credit facilities with ACAS of $10.3 million, as well as net borrowings under our third-party credit agreements of $3.1 million.

Our anticipated refinancing will decrease our expected interest rates and provide us with substantially less total debt. We expect our liquidity to increase as our interest payments significantly decline, allowing us to repay a portion of our new debt each year. We also expect our interest expense to be significantly lower as a result of this refinancing.

Our principal need for liquidity has been, and will continue to be, for working capital, to pay down debt and for capital expenditures. We believe that our cash flow from operations, available cash and cash equivalents and available borrowings under the revolving portion of our credit facilities will be sufficient to meet our liquidity requirements for at least the next twelve months. However, our ability to make scheduled payments of principal and to pay the interest on, or to refinance, our debt and to fund planned capital expenditures will depend on our future performance. Accordingly, we may be required to raise debt or equity financing, and such financing may not be available on acceptable terms.

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Although we currently have no specific plans to do so, if we decide to pursue one or more significant strategic acquisitions, we may incur additional debt or sell additional equity to finance the purchase of those businesses.

Historical Cash Flows

Cash Flow from Operating Activities

We used $4.8 million in cash flows from operating activities during the six months ended December 31, 2009 and used $2.8 million from operating activities during the six months ended December 31, 2008.

The $2.0 million decrease in net operating cash flows for the six months ended December 31, 2009 compared to net operating cash flows for the six months ended December 31, 2008 were primarily due to increased cash outflows from the following components: (i) increased cash outflows from changes in cost in excess of billings on uncompleted contracts, reflecting changes in the timing of completion of project work, which accounted for $1.1 million of net cash outflows for the six months ended December 31, 2009 compared to net cash inflows of $7.5 million for the six months ended December 31, 2008 and (ii) increased net cash outflows of $9.3 million for accrued expenses and other liabilities.

These decreases in net operating cash flows for the six months ended December 31, 2009 compared to the comparable period ended December 31, 2008 were partially offset by (i) a $5.6 million reduction of operating cash outflow for deferred cost of revenue, offset by a $0.7 million decrease in cash inflow from changes in deferred revenues, which was the result of timing differences on project completion activity between the two periods, and (ii) a $6.0 million increase in cash flows from accounts payable and a $4.2 million increase in cash flows from accounts receivable balances, including receivables pledged to creditors, with an increase of $11.9 million during the six months ended December 31, 2009 compared to an increase of $16.1 million for the six months ended December 31, 2008. The increase in the accounts receivable and accounts payable balances reflects some of the seasonal nature of our business, with a typical spike in revenue, and associated cost of revenue, and an increase in billing at the end of the calendar year. This is particularly the case in our Dosimetry Services segment, where a significant portion of our customers are on annual billing cycles.

We used $3.6 million and $6.7 million and generated $10.0 million in cash flows from operating activities in fiscal 2007, 2008 and 2009.

The $16.7 million increase in cash provided from operating activities in fiscal 2009 compared to fiscal 2008 was primarily due to (i) a $9.4 million decrease in net loss for the period, due primarily to increased revenue and slightly improved gross margins in fiscal 2009, (ii) cash inflow of $2.7 million due to a decrease in costs in excess of billings on uncompleted contracts in fiscal 2009 compared to a cash outflow of $9.5 million due to an increase in costs in excess of billings on uncompleted contracts during fiscal 2008, primarily due to timing differences on project activity between the two periods. This increase in operating cash inflows was offset by an increase in operating cash outflow of $7.8 million on accounts payable with higher purchases made towards the end of fiscal 2009 when compared to fiscal 2008.

The $3.1 million increase in cash used in operating activities in fiscal 2008 compared to fiscal 2007 was primarily due to (i) a $13.4 million reduction in cash inflow from accounts receivable, with a net cash outflow due to change in accounts receivable balances of $3.7 million in fiscal 2008, compared to a net cash inflow due to change in accounts receivable balance of $9.6 million in fiscal 2007, (ii) increase in cash outflow due to changes in deferred cost of revenue balances of $8.6 million, and costs in excess of billings on completed contracts of $6.3 million, with net cash outflow of $15.7 million due to changes in these balances as a result of timing of project completion in fiscal 2008, compared with a net cash outflow of $0.9 million in fiscal 2007. These increases in cash outflow were offset by (i) a $12.8 million reduction of cash outflows due to changes in deferred contract revenue, also due to the timing of completion and revenue recognition on project activity, and (ii) a $4.6 million reduction of cash outflows due to changes in accounts payable balances between the periods.

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Cash Flow from Investing Activities

We used $3.1 million and $4.2 million in cash from investing activities during the six months ended December 31, 2008 and the six months ended December 31, 2009. The increase of $1.1 million was primarily due to an increase of purchases of property, plant and equipment for the six months ended December 31, 2009.

We used $5.0 million, $3.3 million and $7.4 million in cash from investing activities during fiscal 2007, 2008 and 2009.

The $4.1 million increased use of cash in fiscal 2009 as compared to 2008 was due to higher purchases of property plant and equipment in fiscal 2009 as well as a one-time return of escrow funds that occurred in fiscal 2008. The $1.7 million decreased use of cash in fiscal 2008 as compared to 2007 was primarily due to the cash inflow of $2.8 million from escrow funds during fiscal 2008, which was partly offset by higher purchases of property, plant and equipment in that same year.

Cash Flow from Financing Activities

We generated $7.6 million and $10.9 million in cash flow from financing activities during the six months ended December 31, 2008 and 2009. The increase of $3.3 million was primarily due to an increase of $6.9 million in net borrowings on our ACAS revolving credit facilities, from $5.6 million borrowed under these facilities during the six months ended December 31, 2008 to $12.5 million borrowed during the six months ended December 31, 2009. In the six months ended December 31, 2009, $1.5 million of this borrowing was used to reduce other borrowings against third-party revolving credit facilities and other third-party notes payable balances. The balance of the ACAS borrowings was used to fund the operational and investing net cash outflows in the period.

We generated $9.9 million and $13.4 million and used $5.8 million in cash from financing activities during fiscal 2007, 2008 and 2009.

The $19.2 million decrease in cash from financing activities in fiscal 2009 as compared to 2008 was due to a $14.2 million reduction in net borrowing on notes from ACAS as well as a $4.9 million reduction in net borrowing from third parties. The $3.5 million increase in cash from financing activities in fiscal 2008 as compared to 2007 was due to an increase in net borrowings on notes from ACAS of $1.5 million and a $1.8 million increase in net borrowing from third parties.

Capital Expenditures

We had capital expenditures of $2.4 million and $3.4 million in the six months ended December 31, 2008 and 2009 and $4.3 million, $5.0 million and $6.6 million in fiscal 2007, 2008 and 2009. The majority of our capital expenditures has been for the replacement of existing equipment or the purchase of new equipment to support our business. We are subject to a maximum annual capital expenditure amount under the debt covenant terms of our credit agreements with ACAS. We expect to invest $4.1 million in capital expenditures for the remainder of fiscal 2010, although we do not have any capital expenditure related commitments as of December 31, 2009.

As of December 31, 2009, our contractual obligations and other commitments were as follows (in thousands):

			2010
	Total		(6 Months)		2011-2012		2013-2014		Thereafter
Debt obligations(1)	$	189,589	$	5,281	$	184,154	$	154	$	—
Operating lease obligations		15,828		4,142		6,679		4,061		946
Total	$	205,417	$	9,423	$	190,833	$	4,215	$	946

(1) Includes only obligations to pay principal (as described below) and does not reflect the use of net proceeds from this offering. A portion of our debt has a PIK interest feature. As a result, the principal

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amount of such debt increases on a periodic basis. Also does not include pensions, which are described in Note 11 of our consolidated financial statements.

Credit Facilities and Long-term Debt

Our credit facilities and long-term debt with ACAS, our principal stockholder, are as follows (in thousands):

							Amount
				Interest Rate			Outstanding
	Maturity		Contractual	as of			as of
Credit Facilities and Long-term Debt	Due		Interest Rate (%)	December 31, 2009			December 31, 2009
Revolving credit facilities:
$20.25 million		July 2011	LIBOR + 4.5%		4.73	%	$	20,250
$14.0 million		July 2011	LIBOR + 5%		5.23	%		13,997
$8.2 million		July 2011	EURIBOR + 2%		2.47	%		7,130
Senior term notes:
$24.9 million Senior Term B		July 2011	EURIBOR + 3%		3.47	%		24,944
$7.5 million Senior Term B		July 2011	LIBOR + 8%		8.23	%		5,026
$2.0 million Senior Term B		July 2011	LIBOR + 8%		8.23	%		1,924
$4.0 million Senior Term C		Oct 2011	LIBOR + 9%		9.23	%		4,000
$4.0 million Senior Term C		Nov 2011	LIBOR + 8.25%		8.48	%		4,000
$27.0 million Senior Term D		Oct 2011	LIBOR + 6.5%		6.73	%		25,920
$15.0 million Senior Term D		Oct 2011	LIBOR + 6.5%		6.73	%		14,362
Senior subordinated notes:
$7.5 million paid-in-kind		July 2011	14%		14	%		8,402
$8.6 million paid-in-kind		July 2011	15%		15	%		9,749
$12.2 million paid-in-kind		July 2011	EURIBOR + 11%		11.47	%		15,992
Junior subordinated notes:
$4.3 million paid-in-kind		July 2011	17%		17	%		5,191
$4.3 million paid-in-kind		July 2011	17%		17	%		5,191
$1.25 million paid-in-kind		May 2012	14%		14	%		1,400
$4.9 million paid-in-kind		July 2011	EURIBOR + 12%		12.47	%		6,908
Stockholder loan:			Three-month
$8.0 million		June 2011	EURIBOR + 2%		2.76	%		9,404
Total notes payable to ACAS								183,790
Less current portion								(520	)
Notes payable to ACAS — long term							$	183,270

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We were in compliance with all of our financial covenants as of December 31, 2009. The credit facilities include customary events of default and affirmative, restrictive and financial covenants that, among other things, require us to maintain certain financial ratios and limit our ability to incur additional indebtedness, create liens, pay dividends, redeem capital stock or make certain other restricted payments or investments, sell assets including capital stock, engage in transactions with affiliates and effect a consolidation or merger. For more information on our financial covenants, see “—Liquidity and Capital Resources.” We are not in compliance with certain non-financial covenants that were in effect prior to the formation of Mirion. These non-financial covenants were negotiated with the predecessor companies (GDS, IST and Synodys) and were not amended at the time of the formation of Mirion. The non-financial covenants relate to matters such as changing the fiscal years or names of our subsidiaries, amending the charter documents and bylaws of our subsidiaries and the provision of audited financial statements to ACFS. We have obtained a waiver for the violations of non-financial covenants through July 1, 2010.

We have a term loan of €651,000 ($0.9 million) as of December 31, 2009, which is due November 2012 and bears interest at a rate of EURIBOR + 1%. We also have various line of credit arrangements in Germany and France. The terms and use of these credit arrangements are detailed in Note 8 of our consolidated financial statements.

In connection with the consummation of this offering, we expect to enter into new bank credit facilities. See “Description of Certain Indebtedness.”

Recent Accounting Pronouncements

Business Combinations

In December 2007, the FASB issued authoritative guidance on business combinations. This guidance changes the accounting for acquisition transaction costs by requiring them to be expensed in the period incurred and also changes the accounting for contingent consideration, acquired contingencies and restructuring costs related to an acquisition. FASB-issued authoritative guidance on business combinations is effective for fiscal years beginning on or after December 15, 2008, which is effective for our fiscal year beginning July 1, 2009. The adoption of this guidance is expected to change our accounting treatment for business combinations on a prospective basis.

Fair Value Measurements

Effective July 1, 2008, we adopted the provisions of FASB-issued authoritative guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The fair value criteria are primarily applied prospectively upon adoption of this guidance. FASB-issued authoritative guidance on fair value measurements was effective for fiscal years beginning November 15, 2007. In February 2008, the FASB issued further guidance on fair value measurements, delaying the effective date of this guidance for non financial assets and non financial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis. We adopted the delayed portions of this guidance beginning in the first quarter of our fiscal year ending June 30, 2010. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In October 2008, the FASB issued authoritative guidance on determining the fair value of a financial asset when the market for that asset is not active. This guidance clarified the application of FASB-issued authoritative guidance on fair value measurement. This guidance demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. This guidance was effective upon issuance, including prior periods for which financial statements had not been issued. The implementation of this guidance did not have a material impact on our financial position, results of operations or cash flows.

In April 2009, the FASB issued authoritative guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This guidance provides additional guidance for estimating fair value when the market activity for an

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asset or liability has declined significantly. This guidance is effective for interim and annual periods ending after June 15, 2009 and we are applying this guidance prospectively. The implementation of this guidance did not have a material impact on our financial position, results of operations or cash flows.

Fair Value Option for Financial Assets and Liabilities

In February 2007, the FASB issued authoritative guidance on the fair value option for financial assets and financial liabilities. This guidance provides the option to measure, at fair value, eligible financial instrument items using fair value, which are not otherwise required to be measured at fair value. The irrevocable decision to measure items at fair value is made at specified election dates on an instrument-by-instrument basis. Changes in that instrument’s fair value must be recognized in current earnings in subsequent reporting periods. If elected, the first measurement to fair value is reported as a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. We did not elect to measure eligible assets at fair value. The guidance was effective for us beginning in fiscal 2009.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued authoritative guidance on disclosures about derivative instruments and hedging activities. This guidance establishes enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB-issued authoritative guidance on accounting for derivative instruments and hedging activities and its related interpretations and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. This guidance encourages, but does not require, comparative disclosures for earlier periods at initial adoption. We adopted this guidance at the beginning of the third quarter of our fiscal 2009, as required.

Instruments Granted in Stock-Based Payment Transactions

In June 2008, the FASB issued authoritative guidance on determining whether instruments granted in stock-based payment transactions are participating securities. This guidance states that unvested stock-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this guidance. We adopted this guidance beginning fiscal 2010, as required. Adoption of this guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

Disclosures about Postretirement Benefit Plan Assets

In December 2008, the FASB issued authoritative guidance on employers’ disclosures about postretirement benefit plan assets, which is effective for fiscal years ending after December 15, 2009. This guidance requires additional disclosures such as: the investment allocation decision making process; the fair value of each major category of plan assets; inputs and valuation techniques used to measure the fair value of plan assets; and significant concentrations of risk within plan assets. We adopted this guidance beginning in fiscal 2010, as required. Adoption of this guidance did not have a material impact on our consolidated financial position, results of operations and cash flows.

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Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued authoritative guidance on recognition and presentation of other-than-temporary impairments. This guidance establishes a new method for recognizing and reporting other-than-temporary impairment of debt securities and also contain additional disclosure requirements for both debt and equity securities. This guidance is effective for interim and annual periods ended after June 15, 2009. The implementation of this guidance did not have a material impact on our financial position, results of operations or cash flows.

Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued authoritative guidance on interim disclosures about fair value of financial instruments. This guidance amends previous guidance on disclosures about fair value of financial instruments, to require an entity to provide disclosures about the fair value of financial instruments in interim financial information. This guidance also amends previous guidance on interim financial reporting, to require those disclosures in summarized financial information at interim reporting periods. FASB-issued authoritative guidance on interim disclosures about fair value of financial instruments is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We adopted this guidance beginning in our first quarter of fiscal 2010.

Subsequent Events

In May 2009, the FASB issued authoritative guidance on subsequent events. This guidance is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim and annual periods ended after June 15, 2009 and should be applied prospectively. We have adopted this guidance for fiscal 2009.

Codification and the Hierarchy of Generally Accepted Accounting Principles

In June 2009, the FASB issued authoritative guidance on the FASB accounting standards codification and the hierarchy of generally accepted accounting principles—establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States (U.S. GAAP). This Statement is effective for our first quarter of fiscal 2010. Beginning with the first fiscal quarter of 2010, references made to U.S. GAAP by us will use the new Codification numbering system prescribed by the FASB. As the Codification is not intended to change or alter existing U.S. GAAP, this guidance did not have any impact on our consolidated financial statements.

In October 2009, the FASB issued guidance on multiple-deliverable revenue arrangements. This new guidance modifies the fair value requirements of the existing guidance by allowing the use of the “best estimate of selling price” in addition to vendor-specific objective evidence and third-party evidence for determining the selling price of a deliverable. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence, (b) third-party evidence, or (c) estimates. In addition, the residual method of allocating arrangement consideration is no longer permitted. The new guidance also requires expanded quantitative and qualitative disclosures about revenue from arrangements with multiple deliverables. This guidance is effective for the Company beginning in its fiscal year ending June 30, 2011. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

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Qualitative and Quantitative Disclosures about Market Risk

Foreign Exchange Risks

We have foreign currency exposure related to our operations in France, Germany and the United Kingdom, as well as in other foreign locations. This foreign currency exposure arises primarily from the translation or re-measurement of our foreign subsidiaries’ financial statements into U.S. dollars. For example, a substantial portion of our annual revenue and operating costs are denominated in euros, and we have exposure related to revenue and operating costs increasing or decreasing based on changes in currency exchange rates. If the U.S. dollar increases in value against these foreign currencies, the value in U.S. dollars of the assets and liabilities originally recorded in these foreign currencies will decrease. Conversely, if the U.S. dollar decreases in value against these foreign currencies, the value in U.S. dollars of the assets and liabilities originally recorded in these foreign currencies will increase. Thus, increases and decreases in the value of the U.S. dollar relative to these foreign currencies have a direct impact on the value in U.S. dollars of our foreign currency denominated assets and liabilities, even if the value of these items has not changed in their original currency. At present we do not purchase forward contracts as hedging instruments, but may do so as circumstances warrant.

Interest Rate Risks

We are subject to interest rate risk in connection with our long-term debt and our revolving lines of credit. As of December 31, 2009, we had total long-term debt of $183.9 million. Our debt consists of both variable interest rate as well as fixed interest rate debt. As of December 31, 2009, we had $153.9 million of debt with variable interest rates. We swapped approximately $1.8 million of variable debt for a fixed rate of 3.865% that expires in November 2012. A 1% increase in our variable interest rates would increase our annual interest expense and decrease our cash flows and income before taxes by approximately $1.5 million per year.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases as many of our contracts are fixed-price contracts which do not provide for price escalations. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

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INDUSTRY

We sell our radiation detection, measurement, analysis and monitoring products and services into the global nuclear, defense and medical end markets. We believe that our end markets are characterized by strong fundamentals that support an established revenue base, as well as provide numerous growth opportunities.

Nuclear

The nuclear end market spans the entire nuclear fuel cycle, including mining, enrichment, fuel manufacturing, nuclear power generation, waste management and fuel reprocessing. Key nuclear installations include mines, fuel fabrication facilities, commercial nuclear power reactors, reprocessing facilities, research facilities, military facilities and ships, weapons facilities and waste storage facilities. We sell products and services for use in each of these types of installations, with commercial nuclear power reactors representing the majority of our sales into the nuclear end market.

Increasing Global Demand For Electricity and Nuclear Power

Increasing electricity demand.  The International Energy Agency, or IEA, projects a near doubling of world electricity demand from 2006 to 2030, creating the need for approximately 4,500 GWe of new generating capacity. The IEA projects this increase in electricity demand is expected to be driven by a wide range of global trends including (i) population growth, (ii) increasing standards of living in the developing world, including in China and India and (iii) continued proliferation and commercialization of technologies dependent on the delivery of a reliable electricity supply, such as consumer electronics and information technology.

Increasing demand for nuclear power.  We believe that nuclear energy is the best-positioned alternative to fossil fuels (e.g., coal, natural gas and oil) with the capability to meet electricity demand for base-load, or continuously delivered, electricity production. In addition, increased public concern regarding the effects of greenhouse gas emissions has accelerated interest in reliable, low-emissions alternatives to fossil fuels, such as nuclear power. The use of other renewable energy sources, such as wind and solar power, for base-load generation suffers from issues of intermittency while also requiring major investments to create a transmission grid capable of moving the power from the remote geographic areas where it is generated to consumers, and to adequately manage variable load-shifting requirements. We believe the existing global installed base of nuclear power reactors to be the most cost-effective and reliable source of base-load energy currently available, with relatively low marginal cost of energy production, as compared to fossil fueled generation with higher input cost volatility.

Increased public support for nuclear power also has been augmented by an increasing global desire to reduce dependency on foreign sources of fossil fuels as well as the recognition that nuclear power has maintained a very safe operating track record. Significant regulatory oversight, as well as rigorously enforced safety, quality and inspection protocols, have helped the nuclear industry achieve a favorable safety record with respect to attributable fatalities per GWe of electricity produced compared to other forms of primary energy production, including coal, natural gas and hydroelectric production. Many governments around the world are adopting policies favorable to nuclear power.

Nuclear Power Global Installed Base

According to the WNA, as of February 2010, there were 436 nuclear power reactors in operation globally. Additionally, there are 53 reactors currently under construction with an additional 142 reactors planned and 327 proposed worldwide. The average expected life cycle of an NPP (which contains one or more reactors), including planning, construction, operation and decommissioning, is between 55 and 80 years, of which the expected operating life is 40 to 60 years.

As of February 2010, nuclear power was responsible for approximately 15% of electricity generation globally and substantially more in certain nuclear-intensive countries. As shown in the table below, as of February 2010,

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nuclear power provided 76% of the electricity output in France, over 40% in Belgium, Ukraine and Sweden, over 30% in Switzerland, South Korea and the Czech Republic and over 20% in Germany and Japan.

	Percentage of National Electricity Output from
Number of Operational Reactors by Country	Nuclear Power by Country

Source: World Nuclear Association, as of February 2010.

Nuclear power plant re-licensing.  Regulatory authorities worldwide have established timely license renewal processes and requirements to extend plant life in a manner that assures safe operation. In the United States, for instance, the Atomic Energy Act and NRC regulations limit commercial power reactor licenses to an initial term of 40 years, but also permit such licenses to be renewed for up to an additional 20 years. The NRC views the timely renewal of licenses as an important step to ensure an adequate domestic energy supply. Of the 104 nuclear power reactors in operation in the United States as of November 2009, eight are subject to license expiration within the next five years. In the United States, the NRC has approved license renewal for 59 reactors to date, with an additional 19 reactor re-licensings currently under review and 20 more reactor re-licensing applications anticipated. License renewals are generally approved for those plants where the reactor continues to operate at an efficient level and only after any necessary upgrades to the instrumentation & control equipment and systems have been made.

Nuclear power plant up-rating.  NPP up-rating is a licensing, improvement and equipment modification process designed to enhance power output of existing plants by enabling reactors to operate at increased temperature and pressure levels. Utilities have used power up-rates since the 1970s as a way to generate more electricity from existing nuclear plants. In the United States alone, 129 up-rates have been approved by the NRC as of October 2009, resulting in the creation of an additional 5,726 MWe capacity within the existing nuclear footprint. Collectively, these up-rates have added generating capacity at existing plants that is equivalent to more than five new reactors, according to the NRC. In most cases, up-rating activities involve an upgrade of many critical reactor components, including instrumentation & control equipment and systems.

Nuclear power capacity factors.  Increasing the capacity factor of existing plants provides a means of generating more nuclear power without building new reactors. The capacity factor of a power plant is defined as its actual power generation divided by its rated capacity. The average capacity factor for U.S. NPPs was 56% in 1980, but improved substantially to greater than 90% in 2002, according to a 2008 report of the United States Energy Information Administration. Based on this data, we estimate that the increase in capacity factor from 1990 to 2008 was equivalent to the construction of approximately 26 new reactors at 1,000 MWe capacity each. Suppliers providing reliable radiation detection, measurement, analysis and monitoring products and services have played a crucial role in the improvement of capacity factors.

New Nuclear Power Plant Construction

The re-licensing, up-rating and increased capacity factors have helped to improve the output of the existing nuclear power reactor fleet. However, in order to keep pace with increasing demand for nuclear power

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globally, 53 new reactors are currently under construction, with an additional 142 reactors planned and 327 proposed for future development, as of February 2010.

We expect strong long-term economic growth in Asia and Eastern Europe to drive the demand for new nuclear power reactor builds, as economic growth and power usage in these regions would require additional power generation capacity. Additionally, the U.S. government has also initiated programs to provide incentives to build new reactors. The Energy Policy Act of 2005, for example, provides a tax credit of 1.8 cents per kilowatt-hour for up to 6 GWe of capacity built before 2021 and also authorizes the Department of Energy to issue loan guarantees worth approximately $18.5 billion for up to 80% of the cost of new nuclear projects.

Worldwide Nuclear Power Reactors

	Nuclear
	Electricity		% of National		Number of Reactors
	Generation 2008		Electricity				Under
Country	(Billion KWh)		Output		Operable		Construction		Planned(1)		Proposed(2)
United States		809		20		104		1		11		19
France		418		76		58		1		1		1
Japan		241		25		54		1		13		1
Russia		152		17		31		9		8		37
South Korea		144		36		20		6		6		0
United Kingdom		53		14		19		0		4		6
Canada		89		15		18		2		4		3
India		13		2		18		5		23		15
Germany		141		28		17		0		0		0
Ukraine		84		47		15		0		2		20
China		65		2		11		20		37		120
Sweden		61		42		10		0		0		0
Spain		56		18		8		0		0		0
Belgium		43		54		7		0		0		0
Czech Republic		25		33		6		0		0		2
Rest of World		206		N/A		40		8		33		103
Total		2,601		15		436		53		142		327

Source: World Nuclear Association, as of February 2010.

(1)	Planned reactors have approvals, funding or major commitments in place, mostly expected to be in operation within eight to ten years, or with construction well advanced but suspended indefinitely.
(2)	Proposed reactors have specific program or site proposals, with expected operation mostly within 15 years.

Nuclear Decommissioning

Following the useful life of any nuclear reactor, it must be decommissioned and decontaminated. The decommissioning process can take ten years or more to complete, with the facility requiring ongoing radiation detection, monitoring and measurement services throughout this period. Through 2007, 90 commercial nuclear power reactors and 250 research reactors had been retired from operation globally.

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Other Nuclear Facilities

According to the WNA, there were 250 operational nuclear research reactors in 56 countries, with more under construction, as of mid 2009. Most of these reactors reside on university campuses and are used for research and training, materials testing, medicine and industrial functions. Additionally, the WNA estimates that, as of December 2009, approximately 150 maritime vessels, primarily naval submarines, are powered by more than 220 nuclear reactors. Although not used for commercial power generation, these facilities require similar levels of radiation detection, measurement, analysis and monitoring products and services as commercial reactors.

Defense

Our global defense end market is driven by a combination of military, civil defense and event-driven security spending. The proliferation of global security threats has reached unprecedented levels, driven by an unstable geopolitical climate, the emergence and expansion of terrorist organizations and the proliferation of radiological and nuclear technologies. Taken together, these threats have the potential to cause significant human casualties and economic loss. As a result, militaries, civil defense and other security organizations have bolstered investment in the prevention and detection of radiological threats as well as in technologies capable of detecting and monitoring radiation levels in the aftermath of radiological attack.

Militaries throughout the world utilize radiation detection technologies for troop security. Spending on personnel protection and detection of radiological threats is a high priority for both NATO and non-NATO militaries and, as such, has led many countries to provide dosimeters to military personnel on a standard-issue basis. We believe that spending on these technologies will remain a high priority among armed forces globally.

Spending within the global civil defense, or homeland security, market has rapidly expanded in recent years based on increased threats presented by terrorist organizations. As a result, civil defense, first responder and other security organizations have invested in technologies and services designed both to protect civil defense personnel, civilians and domestic infrastructure from radiological threats and to detect and monitor radiation levels following a radiological incident, such as the release of a nuclear or other radiological device. In addition, homeland security organizations are increasingly focused on enhancing radiological detection capabilities at critical points of entry, such as airports, ports and borders. Within the United States, for example, the Domestic Nuclear Detection Office, or DNDO, was created within the Department of Homeland Security to implement a comprehensive inter-agency system to detect, report and respond to nuclear or radiological threats.

Additionally, large-scale public meeting events have greatly increased security measures at facilities, including rapid adoption of radiological detection technologies to address the increased threat of radiological attacks, due to their profile as high visibility targets. For example, the Olympic Games increased its security spending ten-fold from $180 million for the 2000 Sydney summer games to $1.9 billion for the 2008 Beijing summer games. We believe security spending at the Olympic Games and other public events and venues will continue to expand and increasingly incorporate radiological detection capabilities as a necessary component of crowd and facility security solutions.

Medical

Nuclear and radiological medical technologies are used for diagnostic and therapeutic procedures. These technologies provide highly accurate, cost-effective and less invasive alternatives compared to traditional techniques. Procedures where radiation exposure is most prevalent include radiodiagnostic procedures, such as x-rays and computed axial tomography (CAT) scanning, as well as radiotherapeutic procedures, such as external linear accelerator therapy, gamma knife stereotactic radiotherapy and brachytherapy. Medical imaging improves diagnosis and treatment of a variety of illnesses and conditions, including cancer, stroke, heart disease, trauma, sports injury and abdominal and neurological conditions. According to the WNA, as of January 2010, there are over 10,000 hospitals worldwide using radioisotopes in medicine, with about 90% of

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the procedures for diagnostics. There are approximately 37 million nuclear medicine procedures performed per year globally, with the United States and Europe accounting for approximately 18 million and 10 million procedures per year.

As a result of the proliferation of radiological medical technologies, hospitals, clinics and other medical facilities rely on dosimetry systems and services to ensure the safety of both medical personnel and patients. The proliferation of nuclear and radiological medical technologies coupled with increased use of radiological medical procedures have increased the market for radiation detection and monitoring products and services. The WNA estimates that the use of radiopharmaceuticals in diagnosis continues to grow at over 10% per year.

Other

Other end markets include industrial facilities such as cement kilns, pulp and paper mills and coal/gas fired power boilers that utilize high-temperature industrial processes. These high-temperature processes are critical to plant operation and must be accurately monitored to ensure optimal operating conditions. Imaging equipment capable of withstanding the high temperatures and environmental conditions found in these facilities is employed to monitor and optimize process efficiency. Similar to the products employed in NPPs, these imaging systems require routine replacement or upgrades.

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BUSINESS

Business Overview

We are a global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Our customers rely on our solutions to protect people, property and the environment from nuclear and radiological hazards. Our products and services include: dosimeters; contamination & clearance monitors; detection & identification instruments; radiation monitoring systems; electrical penetrations; reactor instrumentation & control equipment and systems; dosimetry services; imaging systems; and related accessories, software and services. Many of our end markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. We believe these industry dynamics create substantial barriers to entry, thereby reinforcing our market position. We have successfully leveraged the strength of our nuclear platform to expand the commercial applications of our technologies to defense and other end markets. The diversity of our end markets and the global nature of our customer base are illustrated in the charts below:

Fiscal 2009 Revenue by End Markets	Fiscal 2009 Revenue by Geography
Fiscal 2009 Revenue: $201.8 Million

For more than 50 years, we and our predecessor companies have delivered products and services that help ensure the safe and efficient operation of nuclear facilities. We believe the breadth and proven performance of our solutions support our longstanding strategic customer relationships across diverse end markets. Our products and services have been sold directly and indirectly to a variety of end-use customers including, but not limited to, all of the U.S. nuclear power producers, 397 of the global installed base of 436 active nuclear power reactors, many of the leading reactor design firms, 17 of the 28 NATO militaries, numerous international government and supranational agencies, as well as medical service providers and industrial companies worldwide.

Our broad product and services portfolio of radiation detection, measurement, analysis and monitoring solutions is supported by our research and development organization of 165 scientists, engineers and technicians, who represented approximately 19% of our workforce as of December 31, 2009. We possess numerous product qualifications, trade secrets and patents that support our market position and our ability to deliver next generation products and services. In addition, we maintain design, manufacturing and sales capabilities across seven countries, enabling us to capitalize on growth opportunities, including the anticipated increase in demand for nuclear power and the ongoing spending for defense and homeland security.

Our financial performance is driven by the replacement of products and the recurring provision of services into our core end markets, as well as the construction of new NPPs globally. Many of our products are ordered well in advance of the anticipated shipment date, providing visibility into future revenue through our backlog and deferred contract revenue, which were $247.1 million and $66.7 million as of December 31, 2009. We generated revenue of $201.8 million, Adjusted EBITDA of $40.6 million and a net loss of $4.0 million for fiscal 2009. See pages 10 and 11 of this prospectus for a definition and reconciliation of Adjusted EBITDA to cash provided by (used in) operating activities.

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Our Market Opportunity

We believe that significant opportunities for growth exist within each of our primary end markets.

Nuclear

Our legacy in the nuclear industry positions us to capitalize on the growth in demand for radiation detection, measurement, analysis and monitoring products and services in each phase of the nuclear life cycle, as outlined in the chart below.

We believe the following dynamics support the sustainability of our existing business and will drive new sources of organic growth.

Predictable upgrade, replacement and retirement cycles.  Our radiation detection, measurement, analysis and monitoring products and systems have predictable life spans, typically ranging from four to 25 years. Our complex monitoring systems typically require at least one comprehensive upgrade during their useful life to optimize their functionality. In addition, many of our products require replacement parts, components and service due to normal wear during their useful lives.

Aging installed base.  The existing global installed base of nuclear reactors has an average age of 26 years. This aging installed base requires frequent product replacements and upgrades over an operating life cycle that generally ranges from 40 to 60 years. Furthermore, as reactors reach the end of their useful lives, the onset of a multi-year “decommissioning” process represents a further revenue opportunity in the reactor life cycle for our products.

Large installed base of “orphaned” products and systems.  Most currently operating reactors were commissioned prior to 1990. Operators of many aging NPPs often must consider new suppliers to meet their detection needs as many of the suppliers of legacy radiation detection, measurement, analysis and monitoring systems no longer service the nuclear industry.

Reduction in trade barriers.  Historically closed markets, such as India, have recently opened due to enhanced globalization and free trade.

Dosimetry outsourcing.  NPPs have historically managed the majority of their dosimetry service requirements internally. However, the cost benefits of outsourcing these services have become increasingly attractive to NPP operators as they focus on improving profitability and enhancing service.

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New build opportunity.  We expect the increase in the installed base of nuclear reactors worldwide to provide opportunities across our offerings. The nuclear industry is experiencing robust growth in activity related to new reactor build. As of February 2010, there were 53 reactors under construction, 142 planned and 327 proposed, according to the WNA. The first phase of this “nuclear renaissance” is occurring internationally and our global footprint positions us to capitalize on these opportunities. Since the early stages of reactor development generally represent more than 20% of our revenue opportunity over the life cycle of a reactor, we are positioned to benefit from increased global reactor construction. In addition, as new plants are added to the global nuclear fleet, we believe our recurring revenue opportunity associated with replacements, spares, software, services and system upgrades should continue to increase. Although no new commercial reactors have been ordered in the United States since the 1970s, there is some support to build new nuclear power reactors in the United States, including federal government incentives, the desire to meet long-term energy demand with reduced CO₂ emissions and an increased focus on energy self-sufficiency.

Defense

Focus on military personnel.  Global militaries must contend with radiological threats and the difficulties of protecting soldiers and monitoring areas of enemy engagement. The combination of our active dosimeters and telemetry technology provide a differentiated solution that addresses the radiation detection needs of modern militaries.

Increased civil defense spending on radiation detection.  Civil defense and homeland security organizations are focused on preventing the illicit transportation of radiological materials across borders. The commercial application of our radiation detection expertise positions us to benefit from government spending on detection technologies.

Enhanced event specific security.  The visibility of high profile events and venues has increased their value as targets of terrorist activity. In response, security spending at events, such as the Olympic Games, has increased substantially, as has the utilization of radiation detection technology, providing an expanding market opportunity for our products.

Medical

Radiological procedure growth.  The use of radiodiagnostic and radiotherapeutic procedures is expanding globally due to aging population demographics, technological advancements and emerging middle classes in China and India. As the use of radiological procedures increases in the medical industry, so does our associated market opportunity.

Dosimetry outsourcing.  In some regions outside the United States, dosimetry services for health care practitioners historically have been provided by government agencies. We believe that more government agencies are outsourcing dosimetry services to private providers due to favorable cost dynamics in some regions, such as Europe. This provides a market opportunity where we can leverage our technical expertise and North American service experience to expand into other regions.

Our Competitive Strengths

We believe that the following competitive strengths will enable us to maintain our position and capitalize on growth opportunities in our end markets:

Trusted radiation detection, measurement, analysis and monitoring provider.  The nuclear industry is highly regulated and requires compliance with strict product specifications. Our track record in the nuclear end market enables us to gain market share across our product and service offerings. We and our predecessor companies have served the radiation detection, measurement, analysis and monitoring needs of our customers for over 50 years, having developed trusted, recognized brands supported by our tradition of technical excellence, product reliability and customer service. In addition, we have leveraged our detection expertise to commercialize applications for the defense and medical end markets. In the defense market, our products serve as critical components of personnel protection for military and civil defense applications around the

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world while our medical products and services support important reporting and measurement requirements for medical personnel.

Broad and complementary product and service portfolio.  We are one of the only companies that offers radiation detection, measurement, analysis and monitoring products and services to satisfy customer requirements throughout the NPP life cycle. Our comprehensive product line supports virtually all radiation detection and monitoring needs associated with the nuclear, defense and medical end markets. As a result, we believe that we have consistently gained market share as some of our key customers rationalize their supply chain. Furthermore, our portfolio provides us with a natural opportunity to cross-sell our products and services to our customers. For example, our relationships developed through sales of dosimeters led us to win a recently announced contract to supply radiation monitoring systems and electrical penetration adaptors to Ringhals NPP in Sweden.

Large installed base driving recurring revenue.  We possess longstanding customer relationships in all of our end markets. As of December 31, 2009, our products were installed at 397 of the 436 active nuclear power reactors globally, which have an average age of 26 years. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 60 year operating life cycle of an NPP. The length and quality of supplier relationships are important customer buying criteria due to high switching costs and the importance of proven product reliability. In addition, we maintain relationships with global military and government organizations that value operating longevity and technological expertise. For example, our products have been sold to 17 of the 28 NATO militaries as well as the U.S. Departments of Energy, State, Defense and Homeland Security. Our customers’ focus on personnel protection drives their recurring expenditures on service, recalibration and product upgrades in our defense end market.

Technical complexity creates high barriers to entry.  Across our end markets, we design our products to meet demanding customer specifications, qualifications and regulatory requirements. In many circumstances, we design our products to be compatible with highly complex facilities and operate effectively in harsh environments. Reliability is critical for our safety-related products since a product failure may cause an unplanned nuclear power reactor shutdown resulting in costs that may exceed $1.0 million per day.

Global footprint designed to meet local customer needs.  Our global footprint, augmented by our established network of suppliers and distributors, enables us to be responsive to our customers and provide locally customized solutions. We operate facilities in seven countries, accommodating the desire of certain of our customers to procure products and services from local providers. Sales outside of the United States and Canada accounted for 61.6% of total revenue for fiscal 2009. We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services.

Seasoned management team complemented by highly skilled engineers.  We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our five divisional presidents have an average tenure of over 20 years in the nuclear industry. Our management team has successfully integrated the legacy businesses of which we are comprised, and has positioned us as a global provider of radiation detection, measurement, analysis and monitoring. Our senior management team is complemented by a team of 165 scientists, engineers and technicians. A number of our employees are participants in international and U.S. standards setting organizations related to radiation detection in the nuclear, defense and medical end markets. Through these activities, we help define the setting of standards and preview changes that impact our products, customers and end markets.

Our Strategy

Our objective is to continue enhancing our position as a global provider of radiation detection, measurement, analysis and monitoring products and services for the global nuclear, defense and medical end markets. We intend to achieve this through the following strategies:

Exploit under-penetrated market opportunities.  We believe that we can exploit historically under-penetrated segments of our end markets by leveraging our existing positions across our major product categories. For example, we have leveraged our position in active dosimetry in the North American nuclear

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market to increase sales of our contamination & clearance monitors, as evidenced by the sale of over 100 whole body contamination monitors to Bruce Power L.P., a large Canadian nuclear power generating company.

Expand addressable market.  We believe that substantial opportunities exist for us to expand our addressable market by marketing our products and services to customers in new geographic regions; providing products and services to customers moving to an outsource model; entering markets where the government is privatizing services; and introducing new applications for existing technologies.

•  Geographic expansion.  Although we sold products and services to customers in over 90 countries between fiscal 2006 and 2009, there remain international markets where we believe we can increase our presence. One such market is India, where we intend to leverage our relationships with leading reactor design firms to capitalize on the opening of the nuclear end market to U.S. firms due to a recent treaty ratification. Other markets for expansion include the Middle East, Eastern Europe and the former Soviet Union, where we intend to increase our presence by leveraging relationships with local partners.

•  Customer outsourcing.  We believe we will continue to capitalize on customer outsourcing within the nuclear end market. Within the United States, several NPP operators have recently outsourced their dosimetry services in order to reduce costs. We have been able to benefit from economies of scale as well as advantages in materials procurement and processing technology to provide enhanced dosimetry services to many of these NPPs at a lower cost.

•  Service privatization.  In regions outside the United States, dosimetry services have historically been provided by government agencies. However, privatization of dosimetry services is accelerating in some regions, such as Europe, as providers seek to reduce costs and benefit from enhanced service offerings, providing an opportunity to leverage our expertise and North American service experience.

•  New applications for existing technologies.  A portion of our development effort is focused on adapting existing technologies to alternative applications. For example, in response to market demand, we adapted our proprietary fiber-optic detector technology used in our TwoStep-Exit whole body monitor designed for the nuclear end market to create the HandFoot-Fibre hand and foot monitor designed for both the nuclear and medical end markets.

Develop new products and services.  We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. For example, we developed our proprietary fiber-optic technology that is used in certain of our contamination & clearance monitors through consultation with existing customers. This technology is attractive to customers because, unlike conventional contamination & clearance monitors, its detection functionality does not require a gas supply, thus reducing maintenance and total life cycle costs for end users. This technology recently helped us secure a sale for installation in two Russian utilities.

Continuously improve our cost structure and productivity.  As we continue to grow our business, we have implemented a coordinated program of ongoing operating improvements, such as rationalizing costs, optimizing our product portfolio, minimizing working capital requirements, as well as reducing the use of subcontractors, that we believe will permit us to improve our operating margins. We will continue to actively pursue other continuous improvement initiatives through programs across all of our operating segments.

Pursue strategic acquisitions.  We have successfully integrated acquisitions to augment our organic growth. We were formed by the merger of GDS, IST and Synodys. Since our formation, we have effectively integrated these businesses, creating a global provider of radiation detection, measurement, analysis and monitoring. We intend to further complement our organic growth with selective acquisitions that enhance our existing products and services, strengthen our position with existing customers and enable us to expand into new markets.

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Our Segments

Our segments correspond to our five operating divisions: Health Physics, Radiation Monitoring Systems, Sensing Systems, Dosimetry Services and Imaging Systems.

Health Physics

The Health Physics division encompasses three major product lines focused on detecting radiation and protecting individuals from hazardous exposure. The dosimeters, contamination & clearance monitors, and detection & identification equipment have applications across the nuclear, defense and medical end markets. The products in our Health Physics division are summarized below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Dosimeters	•   Nuclear •   Defense •   Medical	Pager-sized personnel monitors which monitor radiation dose rate and cumulative dose, along with readers, telemetry, software and other accessories	•   Plant operation •   Recommissioning •   Decommissioning •   Waste management	•   Active dosimeters •   Passive dosimeters •   Readers •   Calibrators •   Dosimetry software •   Telemetry systems •   Accessories •   Software •   Services
Contamination & Clearance Monitors	•   Nuclear •   Defense •   Medical	Stationary systems designed to detect radioactive contamination of people, waste, tools, laundry, vehicles and cargo	•   Plant operations •   Recommissioning •   Decommissioning •   Waste management	•   Body monitors •   Waste chambers •   Tool monitors •   Laundry monitors •   Vehicle monitors •   Accessories •   Software •   Services
Detection & Identification Devices	•   Nuclear •   Defense •   Medical	Hand-held and fixed devices used for detecting and locating ionizing radiation sources and/or spectroscopically identifying the active radioisotopes	•   Plant operations •   Recommissioning •   Waste management	•   Survey meters •   Handheld identifiers •   Spectroscopic portal monitors •   Accessories •   Software •   Services

Dosimeters

Our dosimeter product line, which measures ionizing radiation dose, consists of both active and passive dosimeters. Active dosimeters detect and measure radiation levels in real time and provide warnings if the dose rate or cumulative dose exceeds specific thresholds. Passive dosimeters are worn by personnel and monitor cumulative radiation dosage.

Our active dosimeters are most often utilized in NPP and defense environments. Active dosimeters are typically pager sized, and may be worn or fix-mounted, with some models having wireless capabilities. We

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generally sell our dosimeters as part of larger systems, which often include readers, software, telemetry and other accessories. Certain systems require commercially available, sealed radioactive sources for calibration and quality assurance purposes.

Our active dosimeters have an average lifespan of approximately seven to ten years, depending on the usage and environment. Replacement cycles can vary by country, depending on the applicable regulatory regime or customer practices. This provides recurring revenue opportunities as customers must replace and upgrade components during this timeframe. In addition, as companies upgrade their dosimeters, they often purchase upgraded readers, software, services and accessories.

We are a global provider of active dosimetry products and services to the nuclear end market. Over 68% of operating NPPs in the United States use our active dosimetry products and services. In addition, sales to the defense end market constitute a significant portion of our active dosimeter revenue. For example, 17 of the 28 NATO militaries have purchased our active dosimeters. We designed our military dosimeter to be flash-dose capable, enabling the device to effectively measure radiation dose following a nuclear event. Also, civil security forces in various countries, including first responders from France, Italy and the United States, use our active dosimeters to assess radiological risk.

We also sell passive dosimeters, which are worn by nuclear, defense and medical and industrial workers with the potential to be exposed to radiation. As with active dosimeters, we typically sell passive dosimetry equipment as a system, consisting of dosimeters, readers, accessories and software.

Contamination & Clearance Monitors

Our contamination & clearance monitors include products that detect alpha, beta, gamma and/or neutron contamination of objects of various sizes and types, from people to trucks. We have a wide range of products, ranging from small tool monitors to whole body monitors for personnel, to large portal monitors for vehicles and cargo. Our monitors utilize gas, inorganic or plastic scintillators with fiber-optic technology to detect radioactive contamination. Our patented fiber-optic technology is differentiated in the market because its detection functionality does not require a gas supply, thus reducing maintenance and total life cycle costs for end users. Certain monitors require commercially available, sealed radioactive sources for calibration and quality assurance purposes.

In the nuclear end market, our monitors are used to screen personnel, their clothing and tools, as well as vehicles entering and exiting reactor sites. In the defense end market, our products are used for homeland security applications to screen people, luggage, vehicles and cargo transiting a port or border. In the medical end market, our monitors are used to screen the hands and feet of nuclear medicine workers in hospitals and are used in the steel industry to screen scrap metal for radioactive contamination.

Detection & Identification Devices

We provide a suite of devices that detect, locate and identify radioactive isotopes. These are typically handheld or fixed devices and can also be integrated into more complex mobile systems. For example, our SPIR Ident product has been incorporated into both military vehicles and helicopters. These detection & identification devices distinguish themselves through their high level of sensitivity and their capacity to distinguish between different radioisotopes using spectroscopy identification algorithms.

For this reason, these devices are typically used in the defense end market. In homeland security and military environments, these devices are used to rapidly identify potential radiological threats originating from dangerous nuclear material, while distinguishing such threats from naturally occurring radioactive materials and medical isotopes.

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Radiation Monitoring Systems

Our Radiation Monitoring Systems division supplies fixed and mobile systems consisting of sensors, display and processing electronics and software, which are used for barrier leak control, effluent release monitoring, radiation protection of workers, operational process monitoring and post event monitoring in nuclear installations. The products in our Radiation Monitoring Systems division are summarized below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Radiation Monitoring Systems	•   Nuclear	Systems consisting of sensors, displays, control electronics and software which are used for barrier leak control, effluent release monitoring, radiation protection of workers, operational process monitoring and “post event” monitoring in NPPs, nuclear fuel cycle industry, reactors and military installations.	•   Construction •   Plant operation •   Recommissioning •   Decommissioning •   Waste management	•  Alpha, beta, gamma and neutron sensors •  Channels for monitoring: volume contamination (particulates, iodine, gas and liquids); dose rates (gamma and neutron); and neutron flux •  Fixed and mobile instrumentation skids •  Display and processing electronics •  Accessories •  Software •  Services

We are a global provider of radiation monitoring systems, with particularly strong positions in Europe and Asia. We sell fully integrated systems that can transmit data to a central computer that tracks radiation levels continuously throughout the plant. Many of our systems incorporate or use commercially available, sealed radioactive sources for calibration and quality assurance purposes, the exact type and quantity of such sources being dependent on the requirements of the intended application. To accompany these systems, we also supply proprietary software, which allows operators to monitor trends, alarm levels, historical incident files and status reports.

Within a typical nuclear reactor, a radiation monitoring system consists of between 40 and 120 sensors and a similar number of processing and display units, all of which are generally networked to a central control system. Safety-related monitors are subject to qualifications which are time consuming and expensive to obtain. Qualification of our products often requires close cooperation by us with customers and substantial technical expertise, sometimes requiring a multi-year process and substantial expenditures of funds in advance of customer orders. Qualification is a lengthy and costly endeavor in which equipment is rigorously tested in simulated real-world environmental conditions to ensure that it meets the criteria defined in the standards applicable to the nuclear environment. Qualifications must be performed according to independent reference standards that define the methodologies, criteria and severity required. Upon achievement, qualifications are not typically subject to requalification, revocation or challenge, although a qualification may be obsoleted or required to be revised if the standards organization or regulatory changes determine that the original qualification is insufficient for its intended purpose or the standards themselves evolve, inducing changes in the methodology, criteria or severity required of the qualification. Some equipment requires lengthier qualification periods than others, but the typical period ranges from one to four years. Once a component’s qualified life has been reached, it must be replaced. The qualification process for our radiation monitoring systems typically requires one to three years.

Radiation monitoring systems are typically installed in nuclear facilities during construction, and they are replaced or upgraded upon life extensions or reactor upgrades. The expected life for a radiation monitoring system is 15 to 25 years, depending on the usage and environment, necessitating a significant upgrade of equipment at least once during a nuclear facility’s useful life. Replacement cycles can vary by country, depending on the applicable regulatory regime or customer practices. This provides recurring revenue opportunities as customers must replace and upgrade components and services during this timeframe.

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The decommissioning of an NPP, which can take over ten years, also requires radiation monitoring systems. Typically, a larger deployment of mobile monitors is required during the decommissioning process than in normal NPP operations. The new construction, operation and decommissioning phases of the NPP life cycle each provide opportunities for sales of our radiation monitoring systems.

Radiation monitoring systems are also prevalent in the nuclear fuel cycle industry, spanning fuel fabrication, reprocessing and storage. These systems are used in many types of accelerators, including medical positron emission tomography and high-energy particle accelerators and can also be used in the operation and monitoring of nuclear military installations.

Sensing Systems

Our Sensing Systems division provides products that facilitate reactor control, safety and containment structure integrity. These products meet proprietary reactor design qualifications and are essential to the safe and efficient operation of a reactor. The products in our Sensing Systems division are summarized below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Electrical Penetrations	•   Nuclear	Conduit systems that are used to pass electrical and fiber-optic lines through the containment structure of an NPP, without compromising the pressure or radiological integrity of the structure	•   Construction •   Recommissioning	•   Electrical penetrations containment assemblies •   Temperature sensors •   Instrumentation seals •   Thermowells •   Explosive valves
Reactor Instrumentation & Control Equipment and Systems	•   Nuclear •   Defense	Sensors and electronics designed to monitor radiation and temperature within a reactor core and in surrounding areas to facilitate safe and efficient reactor operation	•   Construction •   Plant operation •   Recommissioning	•   In-core detectors •   Ex-core detectors •   Control electronics

Electrical Penetrations

Electrical penetrations are conduits through a nuclear reactor containment structure. Our penetrations allow wiring for electrical and optical signals to pass safely through the containment structure wall, while maintaining the integrity of the wall and not permitting radiation or pressure to escape. Containment structures consist of concrete walls that can extend up to fourteen feet in thickness with a stainless steel liner designed to contain radioactive emissions in a confined space. The containment wall is the primary safety barrier in the reactor.

Our electrical penetrations enable the supply of power for safety systems as well as the reception of signals from neutron flux detectors, radiation monitoring detectors, cameras and other control surveillance devices. Typically, a nuclear reactor has 40 to 70 major electrical penetrations with up to 12,000 individual electrical connections, or feedthroughs.

We are a global provider of electrical penetrations. As with radiation monitoring systems, electrical penetrations must be qualified. The qualification process for our electrical penetrations typically requires three to four years, and our electrical penetrations have been qualified for installation in most major reactor designs by reactor design firms and the major utilities.

As a critical component of reactor design, electrical penetrations provide us with increased visibility into new plant builds. Our position in electrical penetrations provides us with cross-selling opportunities for other products, such as detectors, radiation monitoring systems, imaging systems and contamination & clearance monitors.

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Reactor Instrumentation & Control Equipment and Systems

We are a global provider of reactor instrumentation & control equipment and systems. Our reactor instrumentation & control detectors are used in nuclear facilities to monitor radiation and temperature within a nuclear reactor core (“in-core” detectors) and in surrounding areas (“ex-core” detectors). Our detectors measure the distribution of neutron/gamma flux and temperature both in, and adjacent to, a reactor core and are critical components to maintaining the efficient and safe operation of a reactor. Our detectors incorporate various radioactive materials and generate a signal, giving a precise measurement of the radiation flux, which contributes to safe and efficient reactor operation.

As with radiation monitoring systems and electrical penetrations, these detectors must be qualified and such qualification is established by tests which are designed to demonstrate the intended function of a detector when subjected to conditions that simulate installed life under design service conditions. The qualification process typically requires one to two years for our detectors. Our reactor instrumentation & control detectors are qualified for all major reactor designs. Once a qualification is obtained and a contract is awarded, the supplier is well positioned for replacement revenue due to the high switching costs involved in qualifying new products and services from other suppliers.

Reactor instrumentation & control detectors are typically installed in nuclear facilities during construction and are replaced or upgraded regularly. The expected life of a detector can range from four to 25 years, depending on the type of detector and the operating environment. This provides recurring revenue opportunities as customers must replace and upgrade components during these timeframes. In addition, there are opportunities to provide more comprehensive upgrades of reactor instrumentation & control detector systems in certain existing reactors to facilitate up-rating.

Dosimetry Services

Our Dosimetry Services division provides an official “dose of record” to employers of radiation workers. The services in our Dosimetry Services division are illustrated below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Dosimetry Services	•   Nuclear •   Defense •   Medical	An information service, which provides environmental radiation monitoring services as well as an official dose of record to employers and occupationally exposed employees	•   Plant operation •   Decommissioning •   Waste management	• Extremity, whole body, eye, environmental and fetal monitoring reports • Online applications for dosimetry data management •   Consulting services

At the request of employers, we provide cumulative dose monitoring services to personnel at nuclear installations, research labs, government agencies, hospitals, dental offices, veterinary offices and other medical facilities where there is a potential for radiation exposure. Government regulations and industry guidelines (e.g., OSHA, NCRP, ANSI, IAEA) often require these individuals to wear dosimeters to monitor their radiation dose. We provide our customers with services such as cumulative dose reports and data management. We are a provider of dosimetry services, primarily serving the U.S. nuclear and medical end markets.

Our service uses film, thermoluminescent and track-etch dosimeters. Each of these has distinct characteristics that make them suitable for specific applications and customer types.

Dose is calculated algorithmically using filtering mechanisms to customize the dosimeter response for the type of radiation and potential exposure. Each dosimeter is identified to provide a chain of custody throughout the service cycle. We ship the dosimeters to the customer, whose personnel wear them for intervals ranging from one month to one year. As the wear period nears its end, we send the customer a new set of dosimeters, and the customer returns the original dosimeters to us for processing. After processing, we report dose information to the customer in a format that complies with relevant governing standards or regulations.

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Reports generally take seven to ten business days to process and document each wearer’s current wear period dose, quarter-to-date dose, year-to-date dose and lifetime dose.

In fiscal 2009 over 90% of our dosimetry services customers, representing 65% of our dosimetry services revenue, pre-paid their annual subscriptions. In the six months ended December 31, 2009, over 89% of our dosimetry customers, representing 68% of our dosimetry services revenue, pre-paid their annual subscriptions.

Imaging Systems

Our Imaging Systems division is a global provider of highly specialized closed circuit camera systems used for inspection and surveillance in difficult and hazardous environments. The products in our Imaging Systems division are illustrated below:

Product Category	End Markets	Applications	NPP Life Cycle Phases	Products
Imaging Systems	•   Nuclear •   Other	Nuclear: imaging systems for nuclear fuel handling, control, monitoring and inspection; reactor vessel maintenance; underwater surveillance; tank and vessel inspection; and cameras for remotely operated vehicles High-temperature: kiln viewing and recovery boiler monitoring	•   Construction •   Plant operation •   Recommissioning •   Decommissioning •   Waste management	•  Radiation hardened surveillance and inspection cameras •  Video management and control systems •  Lighting systems •  Telemetry control units •  Thru-wall endoscopes •  High temperature cameras with pyrometry •  Software

We have designed our imaging systems to operate in nuclear installations, with many of our cameras being radiation “hardened,” allowing them to operate in the high levels of radiation frequently found in these installations. We supply cameras for all stages of the nuclear life cycle, from construction through operation, to decommissioning and waste management. Our products are used in NPPs, nuclear reprocessing plants and waste management facilities. For example, our cameras are used during refueling shutdowns for inspecting the integrity of critical structures in nuclear reactors.

Our products are also designed for use in high temperature environments, such as pulp and paper recovery boilers, gas or coal-fired power boilers and cement kilns. In these environments, our cameras provide real time video as well as accurate temperature measurement. This enables operators to closely monitor their processes, helping to ensure plant safety and increased operational efficiency. For example, our cameras are used by two of the world’s largest cement producers to monitor flame patterns and temperature in cement kilns, helping operators maximize operational efficiency.

The expected life of our cameras typically ranges from one to five years, depending on the operating environment. This provides recurring revenue opportunities as customers must replace and upgrade components during these timeframes.

Research and Development

Our research and development efforts allow us to introduce new products to the marketplace, fulfill specific customer needs and continue to meet qualification requirements for next generation nuclear reactors and other evolving regulatory standards. Our five operating divisions are committed to both technology research and product development to fulfill their strategic objectives and are supported by our engineering and research and development organization consisting of 165 scientists, technicians and engineers, representing approximately 19% of our total workforce, as of December 31, 2009. A number of them participate in international standards setting organizations and committees. We engage in research and development activities at most of our facilities worldwide.

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We expensed approximately $11.9 million, $14.9 million and $11.3 million on research and development for fiscal 2007, 2008 and 2009 and $6.3 million and $5.2 million for the six months ended December 31, 2008 and 2009. Research and development activities range from the development of radiation tolerant electronics to the development of customized software solutions for customer-specific applications, among others. We conduct these efforts through a mix of in-house research, collaboration with academia, customers and regulatory authorities as well as selected outsourcing through external vendors. The scope and extent of the outsourced portion of research and development activities vary by division, but typically, critical hardware design, software development and project management activities are conducted in-house while specialized services such as consulting services, algorithm design, thermal analysis, complex modeling and calculations and testing services are provided by third parties.

Sales and Marketing

We sell our products and services through our direct sales organization and indirectly through our global network of independent, third-party sales representatives and distributors. Our internal sales team is organized by operating division and end market to provide a higher level of service and understanding of our customers’ unique needs. We recently instituted a key account strategy in which we have designated senior executives taking a lead role with our top customers. This enables us to systematically and actively maintain close relationships with our top customers and provide solutions that meet their specifications. We have 14 sales offices in North America, Europe and Asia, and as of December 31, 2009, our sales and marketing personnel consisted of 140 employees, which represents approximately 16% of our total workforce.

We derive a portion of our revenue from sales of our products and services through channel partners, such as independent sales representatives and distributors. In particular, our independent sales representatives are an important source of sales leads for us and augment our internal resources in remote geographies. We sell through distributors in situations in which our customers prefer to purchase from a local business entity or purchase in smaller volume.

Our marketing activities include participation in many tradeshows worldwide across our nuclear, defense and medical end markets. We advertise in technical journals, publish articles in leading industry periodicals and utilize direct mail campaigns.

We host our annual Users’ Training and Benchmarking Seminar, where customers participate in a variety of programs designed to exchange ideas and discuss occupational challenges. The event also brings together key channel partners and vendors to strengthen our sales and marketing network. Attendees gain insight into our product plans and participate in interactive sessions that give them the opportunity to better understand our current suite of products and services as well as provide feedback on our product roadmap.

Our Customers

Our principal customers include power and utility companies, reactor design firms, NPPs, government agencies, military organizations, medical service providers and industrial companies. For fiscal 2009, no single customer accounted for more than 10.0% of our consolidated revenue, while our top ten customers together accounted for approximately 27.3% of our consolidated sales. For the six months ended December 31, 2009, no customer accounted for greater than 10% of our consolidated revenue and our top ten customers together accounted for approximately 34.8% of our consolidated sales.

We have had a long term relationship with one company that provides plant design and equipment to a significant number of nuclear power plants around the world. Revenues from this customer have represented approximately 23% to 29% of the Sensing Systems segment revenue in fiscal years 2007, 2008, 2009 and the six months ended December 31, 2009. If we were to lose this customer, it could have a material impact on the results of the Sensing Systems segment. Due to the project nature of our business, there are other customers in the Sensing Systems segment, as well as in the Imaging Systems, Health Physics, and Radiation Monitoring Systems segments, that may represent approximately 3% to 5% of consolidated revenue in any one period. However, these large customer projects are continually replaced in subsequent periods with equivalent projects

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from different customers. We do not believe that the loss of any one or several of these major customers would have a material adverse effect on our segment results or on our consolidated financial statements.

Manufacturing and Supply Chain

Given the diversity of our products, we employ numerous manufacturing techniques, including high-volume process manufacturing, discrete manufacturing, cellular manufacturing and hybrid approaches. Our production personnel engage in manufacturing, procurement and logistics activities. Our production activities are located in the United States, Canada, France, Germany, Finland and the United Kingdom. As of December 31, 2009, our production personnel consisted of 420 employees, which represents approximately 49% of our total workforce.

Our manufacturing activities are focused mainly on the production of the core value-add devices and components of our products, while non-core components and sub-assemblies are generally outsourced. This strategy enables us to protect important intellectual property while minimizing the time, cost and effort to produce commoditized components. Most of the time, the design, assembly and integration of the components are performed in-house, allowing our engineers to customize the products according to customer specifications. For highly engineered nuclear products, production volumes are typically low, with a high degree of custom engineering required. For other product lines, such as passive dosimetry products, production volumes tend to be higher. We apply rigorous quality control processes and calibrate radiation detection devices internally, leading to high quality standards and customization capabilities. Most of our production sites are certified to production quality standards such as ISO 9001, 10 CFR 50 Appendix B and ASME NQA-1.

The principal materials used in our manufacturing processes are commodities that are available from a variety of sources. The key metal materials used in our manufacturing processes include precious metals, tungsten, copper, aluminum, magnesium products, steel, stainless steel and various alloys, which are formed into parts such as detectors, sensors and cable assemblies. The key non-metal materials used include amorphous and crystalline scintillator materials, ceramics, epoxies, silicon and fused silica, polyethylene, polyurethane and injection molded plastic parts and components such as lenses, monitors, sensors, dosimeters, electronic boards, detectors and cables.

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Properties

The table below lists our properties as of December 31, 2009.

						Lease
		Approximate				Expiration
Location		Square Feet			Facility Use / Description	Date
Production facilities:
Canada	Cambridge, ON		31,800		Sensing Systems	July 31, 2012
Finland	Turku		9,800		Health Physics	N/A(1)
France	Fussy (Bourges)		24,000		Sensing Systems	May 31, 2015
France	Lamanon		77,700		Health Physics & Radiation Monitoring Systems	N/A(2)
France	Lamanon		6,500		Health Physics & Radiation Monitoring Systems	November 30, 2017
Germany	Hamburg		29,600		Health Physics	December 31, 2016
Germany	Munich		28,100		Radiation Monitoring Systems	September 30, 2013
United Kingdom	Alton		27,000		Imaging Systems	December 14, 2010(3)
United States	Atlanta (Smyrna), GA		24,100		Health Physics & Radiation Monitoring Systems	June 30, 2014
United States	Buffalo (Cheektowaga), NY		26,200		Sensing Systems	May 31, 2013
United States	Horseheads, NY		50,500	(4)	Sensing Systems & Imaging Systems	November 30, 2014
United States	Irvine, CA		43,500		Dosimetry Services	August 31, 2014
Sales / Research and Development / Administrative locations
China	Beijing		500		Sales center	February 28, 2011
China	Beijing		2,200		Sales center	August 31, 2010
Germany	Bonn		1,000		Imaging Systems	N/A(5)
United Kingdom	Whitehaven, Cumbria		3,000		Imaging Systems	N/A(5)
United States	Pickerington, OH		2,900		Imaging Systems	May 31, 2011
United States	San Ramon, CA		10,300		Corporate headquarters	April 12, 2012
United States	Woodinville, WA		1,000		Imaging Systems	July 31, 2012

(1)	The lease on the property we occupy in Turku, Finland is current and terminable by either party with twelve months’ notice. No notice of termination with respect to this lease has been given or received as of the date of this prospectus.
(2)	We lease all listed properties except the property located in Lamanon, France, which we own.
(3)	The lease on the property we occupy in Alton, United Kingdom will expire in December 2010; however, we are negotiating an agreement to lease an adequate substitute for this property, which we expect will be on commercially reasonable terms, that will commence on or before the expiration of the prior lease.
(4)	Our current lease consists of a total of approximately 60,675 square feet, of which we sublet, or otherwise do not use, approximately 10,175 square feet.
(5)	The term of such leases are month to month.

We believe that our properties are adequate to meet the anticipated requirements of our business for at least the next twelve months. We are currently in the process of expanding our manufacturing facilities in Lamanon, France, and we recently renovated and reorganized our facilities in Hamburg, Germany and Cambridge, Ontario, Canada. If we were to require additional space at any of our locations, we believe that it would be readily available on commercially reasonable terms.

Competition

The global markets for our products and services are competitive and continually evolving. Within each of our operating segments, we encounter a variety of competitors, ranging from small independent companies providing niche solutions to larger multi-national corporations providing a broader set of products and services to our targeted

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end markets. We believe that the principal bases upon which we compete in our target end markets include product quality and reliability, technical capability and product qualification, strength of customer relationships, customer service and price. In particular, customers in the nuclear and defense end markets tend to emphasize product quality and reliability, technical capability and strength of supplier relationships, while customers in the medical end markets, in particular for passive dosimetry products and services, tend to make purchasing decisions on a combination of brand recognition, price, service and reliability.

We believe the primary competitors in each of our segments are as follows:

•  Health Physics:  Thermo Fisher Scientific and Areva (Canberra).

•  Radiation Monitoring Systems:  General Atomics (Sorrento Electronics) and Areva (Canberra).

•  Sensing Systems:  Reuter-Stokes (General Electric), Schott and Areva.

•  Dosimetry Services:  Landauer.

•  Imaging Systems:  Diakont.

Intellectual Property

We rely on a combination of intellectual property rights, including qualifications, trade secrets, patents, copyrights and trademarks, as well as contractual protections, to protect our proprietary products, methods, documentation and other technology.

As of December 31, 2009, we held approximately 12 issued U.S. patents, 38 issued foreign counterparts of U.S. patents and three other issued foreign patents with expiration dates ranging from 2010 to 2025. In addition, we have filed seven foreign counterpart patent applications and five other foreign patent applications. We also hold exclusive and non-exclusive licenses related to patents and other intellectual property of third parties. We held approximately 14 U.S. registered and pending trademarks, 20 international counterparts of such registered and pending trademarks and seven additional international registered and pending trademarks, as of December 31, 2009.

In many instances, we rely on trade secret protection and confidentiality agreements to safeguard our interests. Due to the long useful life of certain aspects of our technology, we believe that the patent registration process, which requires public disclosure of patented claims and inventions, could harm our competitive position. We differentiate our products and technologies primarily through our proprietary know-how, technology or data that are not covered by patents or patent applications, including technical processes, equipment designs, testing and other procedures. Our employees are generally required to assign to us all of the inventions, designs and technologies they develop during the course of employment with us, either through written agreements or by operation of law, depending on the jurisdiction. Where appropriate, we require third parties with whom we deal to enter into agreements with us that address issues of confidentiality and intellectual property.

Environmental Matters

We are subject to a variety of environmental, health and safety and pollution-control laws and regulations in the jurisdictions in which we operate. We do not believe the costs of compliance with these laws and regulations will be material. We use, generate, discharge and dispose of hazardous substances, chemicals and wastes at some of our facilities in connection with our product development, testing and manufacturing activities. Any failure by us to control the use of, to remediate the presence of, or to restrict adequately the discharge of, such substances, chemicals or wastes could subject us to potentially significant liabilities, clean-up costs, monetary damages and fines or suspensions in our business operations. In addition, some of our facilities are located on properties with a history of use involving hazardous substances, chemicals and wastes and may be contaminated. Although we have not incurred, and do not currently anticipate, any material liabilities in connection with contamination, we may be required to make expenditures for environmental remediation in the future with respect to contamination at our or our predecessors’ former or current facilities or at third-party waste disposal sites. See “Risk Factors—Risks Relating to Our Business—We could incur substantial costs as a result of violations of or liabilities under environmental laws.”

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Regulation

We are subject to a variety of laws and regulations, including but not limited to those of the United States, Canada, the EU, the EU member states and the People’s Republic of China, that impose regulatory systems that govern many aspects of our operations, including but not limited to our use, storage and disposal of radioactive materials and hazardous waste. In addition, these jurisdictions impose trade controls requirements that restrict trade to comply with applicable export controls and economic sanctions laws and requirements, and legal requirements that are intended to curtail bribery and corruption. These laws and regulations apply by virtue of the nature of our industry, end markets and products, as well as the range of potential uses of our products, the origin of the technology incorporated into our products, and the jurisdictions in which we produce and sell our products.

The multi-jurisdictional legal and regulatory environments in which we operate are subject to extensive and changing laws and regulations administered by various national, regional and local governmental agencies both within and outside the United States.

We are a federal government contractor and, as such, we are subject to Executive Order 11246 and other relevant laws and regulations. As part of our compliance obligations, we implement on an annual basis an affirmative action plan and program which, in part, include our good faith efforts to achieve in our workforce full utilization of qualified women and minorities. In addition, we have in place an affirmative action plan with respect to disabled individuals, as well as Vietnam era, disabled or other veterans.

Some of the U.S. laws affecting our operations include, but are not limited to, the AEA, the Energy Reorganization Act of 1974, or ERA, the Resource Conservation and Recovery Act of 1976 as amended by the Hazardous and Solid Waste Amendments of 1984, or RCRA, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the Hazardous Materials Transportation Act, the Federal Water Pollution Control Act, or the Clean Water Act, the Toxic Substances Control Act of 1976, or TSCA, the Organized Crime Control Act of 1970, or the OCCA, and the Occupational Safety and Health Act, or OSHA, as well as the state laws governing radiation control, hazardous waste management, water quality and air quality in the states of New York, Georgia and California, each as from time to time amended. We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, or WARN Act, which requires employers to give affected employees at least 60 days’ notice of a plant closing or mass layoff, and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment. The classified work that we currently perform at one of our U.S. facilities subjects us to the industrial security regulations of the Department of Defense and other federal agencies that are designed to safeguard against unauthorized access by foreigners and others to classified and other sensitive information.

In the United States, the AEA and ERA authorize the NRC, and state authorities where applicable, to regulate the receipt, possession, use and transfer of radioactive materials. The NRC, and state authorities where applicable, sets regulatory standards for worker protection and public exposure to radioactive materials or wastes to which we are required to adhere in our operations that use radioactive materials in research and development, product manufacture, testing and calibration.

Certain products in our Health Physics, Radiation Monitoring Systems and Sensing Systems divisions require the use of radioactive sources. For certain of our products, these radioactive sources are often obtained by our customers directly from third-party providers, and for others, we directly incorporate these radioactive sources into our products. Certain of our reactor instrumentation and control equipment and systems in our Sensing Systems division incorporate radioactive materials. In all such cases, licenses for radioactive sources and materials are provided by the appropriate regulatory authority in the relevant jurisdiction and such authorities may be at the state or national level. For example, at our sites in the United States that handle radioactive sources or materials, the appropriate licenses are issued by state-level authorities which are, respectively, the New York State Department of Health, Georgia Department of Natural Resources, and California Department of Public Health; at our site in Canada, the relevant authority is the national-level Canadian Nuclear Safety Commission; at our site in Finland, the relevant authority is the national-

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level Radiation and Nuclear Safety Authority (STUK); in Germany, the relevant authorities are the state-level Hamburg State Office for Work Safety for our Hamburg site and the Bavarian State Office for the Environment for our Munich site; and, at our site in France, the relevant authority is the national-level French Nuclear Safety Authority (ASN).

While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves an application process in which we: identify a person or persons who have appropriate training and experience to be a health physics/radiation safety officer; specify the radioactive sources or materials sought to be licensed, their physical form (i.e., sealed or unsealed) and maximum possession limits on the amount of each type of radioactive element or compound sought under the license; specifies their intended use (e.g., calibration, testing, quality assurance, manufacturing); and, set forth written policies and procedures to ensure that we have adequate measures in place to ensure health and safety. These policies and procedures typically must be designed to ensure worker, workplace, and public safety, including emergency plans; set forth the proper handling, control and security of radioactive sources or materials on site; detail any disposal or decommissioning considerations; and adequately train personnel at the site in proper access to, and handling of, radioactive sources or materials.

The particular license requirements in a given jurisdiction are normally tailored to the specific radioactive elements or compounds involved, their physical form, and possession limits. Once authorities complete their application review and any required follow-up, the authority issues the site a license which imposes specific on-going compliance obligations that typically include requirements for us to pay periodic licensing fees, submit periodic written compliance reports, and agree to periodic site inspections by regulators, which may be announced or unannounced. Once a site has an existing license, the process for expanding or reducing the licensing scope generally is simpler than applying for a new license.

We have numerous licenses in effect at our various facilities in the United States, Canada, Finland, Germany, and France and the expiration dates of individual licenses differ by their term and effective date. Typical license terms range from two to five years, with authorities in some jurisdictions (e.g., Finland and Bavaria, Germany) issuing licenses that are perpetual subject to our on-going license compliance. While specific regulations vary by jurisdiction, generally a license may be terminated by the regulatory authority immediately upon a finding of a substantial safety violation or other material violation of licensing requirements. For more minor violations, regulatory authorities typically provide the licensee with a written statement of deficiency stating required remediation steps and a demand for proof of remediation; depending on the severity of the violation, a re-inspection of the site may be performed by the authority to ensure adequate remedial steps have been completed.

In most cases, our various sites (including our predecessors) have held, maintained and (where required) renewed their licenses for a decade or more. In all cases, the licenses we required related to radioactive sources or materials are current and in force and, to the best of our knowledge, we are not aware of any basis to expect that those of its existing licenses subject to periodic renewals will not be renewed.

RCRA provides a comprehensive framework for the regulation of hazardous and solid waste which applies to our operations. RCRA prohibits improper hazardous waste disposal and imposes criminal and civil liability for failure to comply with its requirements. TSCA provides a comprehensive framework for the management by the EPA of over 60,000 commercially produced chemical substances, some of which are used by our operations. The Clean Water Act regulates the discharge of pollutants into certain waters and may require us to apply for and obtain discharge permits, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in those discharges. The OCCA provides for the regulation of explosives, which applies in particular to our facility in Buffalo which manufactures and tests products that incorporate explosives. The OCCA establishes a framework for licensing, use, storage and sale of explosives and products containing explosives and imposes criminal and civil liability for failure to comply with its requirements. OSHA provides for the establishment of standards governing workplace safety and health requirements, including setting permissible exposure levels for hazardous chemicals. We must follow OSHA standards, including the preparation of material safety data sheets, hazardous response training and process safety management, as well as various record-keeping, disclosure and procedural requirements.

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Our operations outside the United States are subject to similar, and sometimes more stringent, laws and regulations. For example, an EU directive relating to the restriction of hazardous substances in electrical and electronic equipment, or RoHS directive, and a directive relating to waste electrical and electronic equipment, or WEEE directive, have been and are being implemented in EU member states. Among other things, the RoHS directive restricts the use of certain hazardous substances in the manufacture of electrical and electronic equipment and the WEEE directive requires producers of electrical goods to be responsible for the collection, recycling, treatment and disposal of these goods. In addition, laws similar to the RoHS and WEEE directives were passed in China in 2006 and South Korea in 2007. Governments in other countries and states, including the United States, are considering implementing similar laws or regulations. In addition, a regulation regarding the registration, authorization and restriction of chemical substances in industrial products, or REACH, became effective in the EU in 2007. REACH and other regulations requires us or our suppliers to substitute certain chemicals contained in our products with substances the EU considers less dangerous. We have assessed the impact that REACH is expected to have on us and have determined the impact at this time to be immaterial. We have completed the chemical substitutions required by REACH and expect to complete any associated requalifications in fiscal 2010. We are also subject to the employment and labor laws and regulations of the foreign jurisdictions where the majority of our employees are located.

We deal with numerous U.S. and non-U.S. government agencies and entities, including the U.S. military, the armed forces of many NATO countries, the U.S. Department of Defense, the U.S. Department of State, the U.S. Department of Treasury, the U.S. NRC, the U.S. Department of Homeland Security and the corresponding governmental agencies and entities in the European Union and Canada. When working with these and other government agencies and entities, we must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of contracts. These laws and regulations, among other things require certification and disclosure of all cost or pricing data in connection with various contract negotiations; impose acquisition regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-based U.S. government contracts; and restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

We believe that certain of our products and technologies are eligible for designation or certification as “qualified anti-terrorism technologies” under the SAFETY Act provisions of The Homeland Security Act of 2002, and its implementing regulations. Under the SAFETY Act, the federal government provides for certain liability limitations and a presumption that the “government contractor” defense applies if the Department of Homeland Security “designates” or “certifies” technologies or products as “qualified anti-terrorism technologies,” and if certain other conditions apply. We may seek to qualify some or all of our products and technologies under the SAFETY Act’s provisions in order to obtain such liability protections, but there is no guarantee that the Department of Homeland Security will designate or certify our products and technologies as qualified anti-terrorism technology. To date, we have not sought such designation or certification as a qualified anti-terrorism technology, and our products have been sold without such qualification and we may continue to sell our products and technologies without such qualification. To the extent we do so, we will not be entitled to the benefit of the SAFETY Act’s limitations on tort liability or to any U.S. government indemnification.

Many of our products are subject to export controls of the United States, Canada and the member states of the EU, depending on a number of factors, including the nature of the product and its potential uses, the origin of the technology incorporated into the product, and the jurisdictions in which we produce and sell our products. Certain of our products are subject to U.S. export control laws and regulations, which have certain registration, licensing and recordkeeping requirements for the sale or transfer of controlled technology or information to non-U.S. persons. These regulations include the U.S. Department of Commerce’s Export Administration Regulations, or the EAR, the U.S. Department of State’s International Traffic in Arms Regulations, or ITAR and the U.S. Nuclear Regulatory Commission regulations. Certain products that have dual-use commercial and military applications are controlled under the EAR’s Commerce Control List, and we have export compliance systems for determining the proper export licensing requirements for such products. We need to keep such export compliance systems, which include third-party service provider screening of

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compliance lists, monitoring of Department of Commerce notifications and periodic reviews of applicable regulations, up to date and properly maintained.

U.S. laws restrict the ability of U.S. companies, U.S. citizens and U.S. permanent residents, or U.S. persons, from involvement in certain types of transactions with countries, businesses and individuals that have been targeted by U.S. economic sanctions. For example, U.S. persons are precluded from undertaking virtually any activity of any kind on the part of any U.S. person with regard to any potential or actual transactions involving Cuba, Iran and Sudan without the prior approval of the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC. OFAC also administers U.S. sanctions against a lengthy list of entities and individuals, wherever they may be located, that the United States considers to be closely associated with these sanctioned countries or that are considered terrorists or traffickers in either narcotics or weapons of mass destruction. Furthermore, U.S. economic sanctions forbid U.S. persons from circumventing direct U.S. restrictions or from facilitating transactions by non-U.S. persons if those activities are forbidden to U.S. persons. Penalties for violating provisions such as these can include significant civil and criminal fines, imprisonment and loss of tax credits or export privileges.

The Foreign Corrupt Practices Act of 1977, or the FCPA, as amended by the Omnibus Trade and Competitiveness Act of 1988 and the International Anti-Bribery and Fair Competition Act of 1998, makes it a criminal offense for a U.S. corporation or other U.S. domestic concern to make payments, gifts or give anything of value directly or indirectly to foreign officials for the purpose of obtaining or retaining business, or to obtain any other unfair or improper advantage. In addition, the FCPA imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off books” slush funds from which such improper payments can be made. We are also subject to laws and regulations covering subject matter similar to that of the FCPA that have been enacted by countries outside of the United States. For example, the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions was signed by the members of the Organization for Economic Cooperation and Development and certain other countries in December 1997. The Convention requires each signatory to enact legislation that prohibits local persons and firms from making payments to foreign officials for the purpose of obtaining business or securing other unfair advantages from foreign governments. Failure to comply with these laws could subject us to, among other things, penalties and legal expenses, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

Compliance with the myriad of export control laws of the various jurisdictions in which we do business is a challenge for any company involved in export activities within the nuclear and defense end markets. We have compliance systems in our U.S. and non-U.S. subsidiaries to identify those products and technologies that are subject to export control regulatory restrictions and, where required, we obtain authorization from relevant regulatory authorities for sales to foreign buyers or for technology transfers to foreign consultants, companies, universities or foreign national employees. We also have a compliance system that is intended to proactively address potential compliance issues including those related to export control, trade sanctions and embargoes, as well as anti-bribery situations, and we are implementing this through such mechanisms as training, formalizing contracting processes, performing diligence on agents and continuing to improve our record-keeping and auditing practices with respect to third-party relationships and otherwise. Thus far, as part of our compliance system, for instance, we have developed a Code of Ethics and Conduct that informs all of our employees of their compliance obligations. Furthermore, we have developed an ethics and conduct training program that all of our employees are required to undertake, as well as other targeted compliance training relevant to their position, such as specific FCPA training for all of our worldwide controllers. Violations of any of the various U.S. or non-U.S. export control laws can result in significant civil or criminal penalties, or even loss of export privileges, as mentioned above. We recognize that an effective compliance program can help protect the reputation and relationship of a regulated company with the regulatory agencies administering these laws and regulations. In the United States, each of the regulatory agencies administering these laws and regulations has a voluntary disclosure program that offers the possibility of significantly reduced penalties, if any are applicable, and we intend to use these programs as part of our overall compliance program, as necessary.

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Backlog and Deferred Contract Revenue

Total backlog represents committed but undelivered contracts and purchase orders at period end. Backlog excludes maintenance-related activity and agreements that do not represent firm purchase orders. Customer agreements that contain cancellation for convenience terms are generally not reflected in backlog until firm purchase orders are received. Backlog is not a complete measure of our future business due to these customer agreements. Backlog can fluctuate significantly due to the timing of large project awards. In addition, annual or multi-year contracts are subject to rescheduling and cancellation by customers due to the long-term nature of the contracts.

Deferred contract revenue represents the prepayment of measuring and monitoring services. The amounts are recorded as deferred contract revenue in our balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period.

Information on backlog and deferred contract revenue follows (in thousands):

							As of
	As of June 30,						December 31,
	2007		2008		2009		2009
Backlog	$	143,887	$	177,956	$	183,960	$	247,083
Deferred contract revenue		44,640		53,539		62,031		66,747

Furthermore, we anticipate that approximately 63% of our December 31, 2009 total backlog will not be filled within the current fiscal year.

Legal Proceedings

From time to time, we are involved in various routine legal proceedings. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we believe that the outcome of these proceedings, even if determined adversely, would not have a material adverse effect on our business, financial condition and results of operations.

Employees

As of December 31, 2009, we had 863 employees worldwide, consisting of 140 employees in sales and marketing, 420 in production, 165 in research and development and 138 in general and administrative functions. Geographically, we had 328 employees in North America, 531 in Europe and four in Asia and other regions as of December 31, 2009. We maintain both union and non-union workforces in the United States, with unionized workforces comprising a small minority of the overall U.S. employee base. As of December 31, 2009, 34 U.S.-based employees, primarily located in Horseheads and Buffalo, New York, were members of a union. Pursuant to applicable industrial relations laws, our employees located in France and Germany were represented by works councils, and our employees located in France and Finland were represented by trade unions.

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MANAGEMENT

The following table sets forth certain information with respect to our executive officers and members of our Board of Directors:

Name	Age	Position
Thomas D. Logan	49	President, Chief Executive Officer and Chairman of the Board
Jack A. Pacheco	50	Vice President and Chief Financial Officer
Seth B. Rosen	41	General Counsel, Vice President, Corporate Development, and Secretary
W. Antony Besso	40	Regional Vice President, EMEA, and President, Health Physics Division
Iain F. Wilson	47	Regional Vice President, Asia, and President, Sensing Systems Division
Robert J. Klein(1)(2)(3)(4)	45	Director
Dustin G. Smith(1)(2)(4)	33	Director Nominee
Brian S. Graff(1)	44	Director Nominee
Michael T. Everett(3)	60	Director Nominee
Earl R. Lewis(2)(3)(4)	66	Director Nominee
Alfred E. Barry, Jr.	54	Director Nominee

(1)	ACAS-designated representative.
(2)	To be a member of the Nominating and Corporate Governance Committee upon the consummation of this offering.
(3)	To be a member of the Audit Committee upon the consummation of this offering.
(4)	To be a member of the Compensation Committee upon the consummation of this offering.

Thomas D. Logan has been our President, Chief Executive Officer and Chairman of the Board since our formation in December 2005. From 2004 to 2007, Mr. Logan served as CEO for Global Dosimetry Solutions, one of our predecessor companies and currently a subsidiary of ours. Mr. Logan has more than 22 years of energy industry experience. In addition, he has nine years of experience within the contract manufacturing and consumer products industries. Mr. Logan holds a Bachelor of Science degree and a Master of Business Administration degree from Cornell University.

Jack A. Pacheco has served as our Vice President and Chief Financial Officer since March 2008. From 2004 to 2008, Mr. Pacheco served as Chief Financial Officer of Smart Modular Technologies, a public company listed on the NASDAQ stock exchange. From 2001 to 2004, Mr. Pacheco served as Chief Financial Officer for Ignis Optics, Inc., an optical components startup acquired by Bookham Technology. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Science degree in Business Administration from Washington State University.

Seth B. Rosen is our General Counsel, Vice President, Corporate Development, and Secretary, a position he has held since January 2008. In 2007, Mr. Rosen served as a business and legal consultant to a variety of existing and startup businesses. From 2006 to 2007, he was CEO of Golden Gate Energy Corporation, a solar energy startup company. From 1998 to 2006, he served as Senior Licensing Associate and then Principal Licensing Associate at the Technology Transfer Department of Lawrence Berkeley National Laboratory. From 1997 to 1998, Mr. Rosen served as Corporate Counsel at Siebel Systems, Inc. From 1994 to 1997, he was an associate at the law firm of Baker & McKenzie. Mr. Rosen received his Juris Doctor degree from Harvard Law School, his Master of Business Administration from the joint program at the Haas School of Business at the University of California at Berkeley and the Graduate School of Business at Columbia University, and his Bachelor of Arts from the University of California at Berkeley.

W. Antony Besso has been our Regional Vice President, EMEA, and President, Health Physics Division since February 2006. From 2004 to 2006, Mr. Besso acted as an advisor and interim manager for private

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equity firms and individual investors in a diverse range of industries. From 1996 to 2004, Mr. Besso held a series of senior management positions in the global engineering group ALSTOM SA. Mr. Besso was also a founding partner in Advention Business Partners, a leading independent consulting firm with operations in France, Germany and China. Mr. Besso holds a Bachelor of Arts degree from Queen’s University and a Master of Business Administration from Dalhousie University.

Iain F. Wilson has served as our Regional Vice President, Asia, and President, Sensing Systems Division since our formation in December 2005. From 2000 to 2005, Mr. Wilson was General Manager, Sensing Systems Group of IST, one of our predecessor companies. Previously, Mr. Wilson held numerous technical roles with IST, focused principally in the areas of Quality Management, Engineering and Plant Operations. He began his career as the Quality Manager for GE Reuter Stokes, Canada. Mr. Wilson holds a Bachelor of Science degree from Ryerson University, Toronto, Canada. Mr. Wilson is a member of the American Nuclear Society.

Robert J. Klein has served as a Director since our formation in December 2005. Mr. Klein has served as a Managing Director and Senior Vice President of ACAS, our principal stockholder, since 2004, where he leads the New York private equity practice. From 2002 to 2004, he served as a Principal of ACAS. Prior to joining ACAS, he was a Principal at American Securities Capital Partners. Mr. Klein received a Bachelor of Arts degree from Yale University and a Juris Doctor degree from Stanford University Law School. Mr. Klein is an ACAS-designated member of our Board of Directors.

Dustin G. Smith has been designated to serve as a member of our Board of Directors upon the consummation of this offering. Mr. Smith has served as a Principal and Vice President in the Buyouts division of ACAS since July 2007 and serves on the Board of Directors of Halt Medical, eLynx Holdings and DelStar Technologies. Mr. Smith joined ACAS in 2004 as an Associate and served as a Vice President from 2004 to 2007. From 2002 to 2004, Mr. Smith was with Mezzanine Management, a mezzanine and private equity fund specializing in growth financings for middle-market companies. He is a graduate of Georgetown University with both Bachelor of Science and Master of Science degrees. Mr. Smith is an ACAS-designated member of our Board of Directors.

Brian S. Graff has been designated to serve as a member of our Board of Directors upon the consummation of this offering. Mr. Graff has served as Senior Vice President of ACAS since 2004 and as a Senior Managing Director since 2008. From 2005 to 2008 he served as a Regional Managing Director of ACAS and from 2004 to 2005 he served as a Managing Director of ACAS. Mr. Graff also served as a Vice President and Principal of ACAS from 2001 to 2004. From 2000 to 2001, he was a Principal of Odyssey Investments Partners, a private equity fund. Mr. Graff is an ACAS-designated member of our Board of Directors.

Michael T. Everett has been designated to serve as a member of our Board of Directors upon the consummation of this offering. From May 2007 until his retirement in December 2008, Mr. Everett served as a vice president of finance for Cisco Systems. From April 2003 to May 2007, Mr. Everett was Chief Financial Officer of WebEx Communications, Inc. From February 1997 to November 2000, Mr. Everett served as executive vice president and Chief Financial Officer of Netro Corporation, a wireless broadband access equipment provider. From August 1988 to August 1993, Mr. Everett served as senior vice president and Chief Financial Officer of Raychem Corporation, a telecommunications and electronics component manufacturer. Before joining Raychem Corporation, Mr. Everett served as a partner of Heller, Ehrman, White & McAuliffe LLC. Mr. Everett serves as a director of Calix Networks, Inc. and Broncus Technologies, Inc. Mr. Everett holds a Bachelor of Arts degree from Dartmouth College and a Juris Doctor degree from the University of Pennsylvania Law School.

Earl R. Lewis has been designated to serve as a member of our Board of Directors upon the consummation of this offering. Mr. Lewis has served as Chairman, President and Chief Executive Officer of FLIR Systems, Inc. since November 1, 2000. Prior to joining FLIR, Mr. Lewis served in various capacities at Thermo Instrument Systems, Inc., with his last role as President and Chief Executive Officer. Mr. Lewis is a member of the Board of Directors of Harvard BioScience, NxStage Medical, Inc. and American DG Energy, Inc. Mr. Lewis is a Trustee of Clarkson University and New Hampton School. Mr. Lewis holds a Bachelor of

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Science degree from Clarkson College of Technology and has attended post-graduate programs at the University of Buffalo, Northeastern University and Harvard University.

Alfred E. Barry, Jr. has been designated to serve as a member of our Board of Directors upon the consummation of this offering. Mr. Barry has served as Principal of Al Barry Consulting LLC since October 2009. Mr. Barry also currently serves as President of Stanlok Corporation, an industrial components manufacturer, and as a director of Wuxi REM Co., Ltd. From January 2008 to July 2009, Mr. Barry served as a director of Standard Lock Washer & Mfg. Co. Inc. From September 2001 until May 2007, Mr. Barry served as Chief Executive Officer of Central Industrial Supply Co., Inc., a mechanical hardware supplier for the computer server industry. Mr. Barry holds a Bachelor of Science degree from Worcester Polytechnic Institute, and Masters of Science degrees from Georgia Institute of Technology.

Board Structure and Compensation

The Bylaws that we will adopt upon the consummation of this offering will provide that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors).

Our Board of Directors currently consists of two members. Upon the consummation of this offering, our Board of Directors will consist of seven members and will be divided into three classes, as follows:

•  Class I, which will consist of Messrs. Logan and Klein, and whose term will expire at our annual meeting of stockholders to be held in 2010;

•  Class II, which will consist of Messrs. Smith and Everett, and whose term will expire at our annual meeting of stockholders to be held in 2011; and

•  Class III, which will consist of Messrs. Graff, Lewis and Barry, and whose term will expire at our annual meeting of stockholders to be held in 2012.

Our Bylaws will also provide that ACAS will have the exclusive right to designate up to three of our seven directors, subject to proportionate adjustment for any change to the size of our Board of Directors, as follows: one director to each of Class I, Class II and Class III so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock; one director to each of Class I and Class II so long as they hold at least 25% but less than 50.1% of our outstanding common stock; and one director to Class I so long as they hold at least 10% but less than 25% of our outstanding common stock. Other stockholders will not have an opportunity to vote on the election of ACAS designees.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will serve until the third annual meeting following their election and until their successors are duly elected and qualified.

Our Board of Directors has determined that Messrs. Everett, Lewis and Barry are independent pursuant to the rules of The Nasdaq Stock Market and Rule 10A-3 of the Exchange Act of 1934, as amended.

Our Board of Directors has the following committees:

Audit Committee

Upon the consummation of this offering, the Audit Committee shall consist of Messrs. Everett, Lewis and Klein. Our Board of Directors has determined that each member of the Audit Committee meets the requirements for financial literacy under the applicable rules of The Nasdaq Stock Market. Our Board of Directors has also determined that Mr. Everett is an “audit committee financial expert” as defined under the applicable rules and regulations of the SEC and has the accounting and related financial sophistication required by the applicable rules of The Nasdaq Stock Market. Mr. Klein is not independent under the applicable rules and regulations of The Nasdaq Stock Market or the SEC, and we intend to replace Mr. Klein on the Audit Committee with a director who is independent under the applicable rules prior to the date that is

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one year following the completion of this offering. Our Board of Directors has determined that Messrs. Everett and Lewis are independent. The Audit Committee reviews and, as it deems appropriate, recommends to the Board of Directors our internal accounting and financial controls and the accounting principles and auditing practices and procedures to be employed in preparation and review of our financial statements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent public auditors and the scope of the audit to be undertaken by such auditors. Such auditors will report directly to the Audit Committee. Mr. Everett will serve as chairperson of the Audit Committee.

Compensation Committee

Upon the consummation of this offering, the Compensation Committee shall consist of Messrs. Lewis, Klein, and Smith. The Compensation Committee reviews and, as it deems appropriate, recommends to the Board of Directors policies, practices and procedures relating to the compensation of our officers and the establishment and administration of employee benefit plans. The Committee advises and consults with our officers as may be requested regarding managerial personnel policies. Mr. Lewis shall serve as chairperson of the Compensation Committee and our Board of Directors has determined that Mr. Lewis is independent. Our Compensation Committee will only have one independent member because neither Mr. Klein nor Mr. Smith is independent pursuant to the rules of The Nasdaq Stock Market and Rule 10A-3 of the Exchange Act of 1934, as amended.

In order for our Compensation Committee to continue to make recommendations or determinations with respect to executive compensation, such committee must be composed of a majority of independent directors within ninety days from the date our common stock is listed on The Nasdaq Stock Market and entirely of independent directors within one year from the date our common stock is listed on The Nasdaq Stock Market. However, if we remain or become a “controlled company,” we will qualify for, and expect to rely on, exemptions from The Nasdaq Stock Market corporate governance requirements that require such committee to be composed entirely of independent directors.

Nominating and Corporate Governance Committee

Upon the consummation of this offering, the Nominating and Corporate Governance Committee shall consist of Messrs. Klein, Smith and Lewis. The Nominating and Corporate Governance Committee reviews and, as it deems appropriate, recommends to the Board of Directors policies and procedures relating to director and board committee nominations and corporate governance policies. Mr. Klein shall serve as chairperson of the Nominating and Corporate Governance Committee. Our Board of Directors has determined that Mr. Lewis is independent. Our Nominating and Corporate Governance Committee will only have one independent member because neither Mr. Klein nor Mr. Smith is independent pursuant to the rules of The Nasdaq Stock Market and Rule 10A-3 of the Exchange Act of 1934, as amended.

In order for our Nominating and Corporate Governance Committee to continue to make selections or recommendations with respect to directors, such committee must be composed of a majority of independent directors within ninety days from the date our common stock is listed on The Nasdaq Stock Market and entirely of independent directors within one year from the date our common stock is listed on The Nasdaq Stock Market. However, if we remain or become a “controlled company,” we will qualify for, and expect to rely on, exemptions from The Nasdaq Stock Market corporate governance requirements that require such committee to be composed entirely of independent directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. Additional information concerning transactions between us and entities affiliated with members of the Compensation Committee is included in this prospectus under the caption “Certain Relationships and Related Party Transactions.”

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Director Compensation

During fiscal 2009, there was one non-employee director, Robert J. Klein, who is affiliated with ACAS and received no compensation for services as a member of either our Board of Directors or of the Board’s Compensation Committee. Mr. Logan’s compensation is reported below under the Summary Compensation Table, and he did not receive separate compensation for his service on our Board of Directors.

In connection with this offering, our Board of Directors will adopt a compensation policy applicable to all directors who are not employees of Mirion and who are not affiliated with ACAS. We expect that the initial compensation policy will provide that each such director will receive the following compensation:

•  an annual cash retainer of $50,000 for serving on the board;

•  an annual cash retainer of $10,000 for serving as the Chairperson of the Audit Committee and of $5,000 for serving as the Chairperson of each of the Compensation Committee and the Nominating and Corporate Governance Committee; and

•  upon first joining the board, an initial grant of an option to purchase 8,500 shares of our common stock, and thereafter an annual grant of an option to purchase 2,830 shares of our common stock, with each such option vesting in equal monthly installments over a four-year period following the grant and subject to accelerated vesting in the event of a change in control.

Directors who are employees of Mirion or its subsidiaries or affiliated with ACAS will receive no compensation for services as members of either our Board of Directors or committees. Outside directors not affiliated with ACAS will each receive an initial grant of 8,500 options with an exercise price equal to the initial public offering price upon the pricing of this offering.

We will reimburse all directors for reasonable expenses incurred to attend meetings of our Board of Directors or committees.

Code of Ethics and Conduct

On June 12, 2008, our Board of Directors adopted a revised Code of Ethics and Conduct that establishes the standards of ethical conduct applicable to all of our directors, officers and employees. The Code of Ethics and Conduct (the “Code of Conduct”) addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the Code of Conduct, employee misconduct, conflicts of interest or other violations.

Our Board of Directors on March 18, 2010 adopted a revised code of ethics that will become effective upon the consummation of this offering that revised, as necessary, the process for reporting violations of the Code of Conduct, employee misconduct, conflicts of interest or other violations to conform with applicable legal requirements of the United States and the other jurisdictions in which Mirion operates.

Our Code of Conduct will be publicly available on our website at www.mirion.com. Any waiver of the Code of Conduct with respect to any of our executive officers or directors may only be granted by the Board of Directors and must be disclosed to our stockholders.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion specifically relates to the compensation for fiscal 2009 of our “named executive officers” set forth in the Summary Compensation Table below, as well as discussing the overall principles underlying our executive compensation policies and decisions.

Objectives of Executive Compensation Program

The objectives of our executive compensation program are to recruit and retain an executive management team with the skills necessary to achieve our business objectives and thereby create value for our stockholders. Our executive compensation program is designed to support key business goals, such as integrating acquired businesses and retaining key executives, that are particularly important to us as a company with a limited operating history.

We implement this program through a combination of fixed cash compensation, variable short-term incentive compensation (determined by our operating performance as well as achievement of individual annual performance objectives), and equity incentives designed to reward long-term performance and align interests of our executive officers with our stockholders.

As a company whose equity was not publicly traded before this offering, our compensation philosophy has focused on the achievement of performance objectives that we believe would deliver meaningful return to our investors through a public offering or a sale of our company. In connection with this offering, we have reviewed our compensation philosophy and expect to adopt a compensation philosophy and objectives that are generally more consistent with those of a public, rather than private, company.

Executive Compensation Program

Our compensation program reflects our stage of development as a company. We have a limited operating history. We were incorporated in October 2005 and consist of a series of earlier acquisitions of geographically and technologically diverse companies. We have recruited several of our executive officers from other employers, and our initial compensation for these officers generally reflects the outcome of negotiated recruitment and hiring process.

As a company with a limited operating history, retention of executive officers is a key business objective. Weathering undesirable personnel changes would be more difficult for us than for a more established company. Accordingly, our Board of Directors believes it is critical to pay sufficient base compensation and provide adequate incentives to our executive officers to ensure continuity of our management team.

The Compensation Committee of the Board of Directors was established in July 2006. During fiscal 2009, Mr. Klein was the sole member of the Compensation Committee. Our current executive compensation policies and objectives were developed and implemented by the Compensation Committee while we were a private company. The Compensation Committee has allocated compensation between long-term and short-term compensation, between cash and non-cash compensation and among different forms of non-cash compensation in a manner considered to be typical of a private equity-backed enterprise. Our compensation program has focused on offering incentives necessary to recruit and retain executives from diverse backgrounds who possess the skills necessary to achieve our business objectives. We have not adopted any formal or informal policies or guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation.

Since the inception of the Compensation Committee, it has sought to review our executive officers’ compensation packages at least annually to determine whether they provide adequate incentives to achieve our business goals. In evaluating the market, the Compensation Committee has relied generally on its experience as well as market feedback and experience derived inherently from the process of recruiting new executives to our team. Our Chief Executive Officer recommends to the Compensation Committee compensation allocations

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for our named executive officers other than himself. The Compensation Committee sets the compensation for our Chief Executive Officer.

During fiscal 2009, the Compensation Committee of our Board of Directors engaged the Hay Group as an outside compensation consultant to undertake a review of director and executive officer compensation trends in the regions in which we operate and at comparable public and private companies for the purpose of providing recommendations with respect to future compensation arrangements for both executive officers and directors. The Hay Group provided the Compensation Committee with an assessment of executive officer compensation; however, the Compensation Committee did not consider the results of this assessment in determining compensation for fiscal 2009. In future periods, we expect to retain an outside consultant to provide recommendations with respect to future compensation arrangements for both executive officers and directors. The Hay Group has not provided us with any other services beyond the scope of this engagement.

Elements of Compensation

The following describes each element of our executive compensation program and discusses determinations regarding compensation for fiscal 2009:

Base Compensation.  Our Compensation Committee sets named executive officer base salaries based on the skills, experience and scope of responsibilities of each executive. Our Compensation Committee reviews base salaries at least annually. Base salaries are adjusted from time to time to reflect each executive’s overall contribution and to conform salaries to the compensation committee’s views of market levels. Our Compensation Committee has relied primarily on its experience to negotiate base salaries. Our named executive officers’ base salaries were determined initially in the context of negotiated employment agreements. The Compensation Committee agreed to increase the base compensation of our Chief Executive Officer as of January 1, 2009 to $325,000 to be closer to what it believes to be an appropriate level for a company preparing for an initial public offering, to $400,000 on the date of the initial public offering to reflect the significant increase in responsibilities of a chief executive officer of a public company and to $450,000 on the one-year anniversary of the initial public offering. With respect to our other named executive officers, we did not make material changes to base compensation during fiscal 2009. The Compensation Committee determined these amounts primarily based on its experience with other private and public companies, as well as its experience in determining pay levels required to recruit individuals in similar roles. Although the Compensation Committee engaged the Hay Group to undertake a review that included an assessment of the compensation of the Chief Executive Officer, the Compensation Committee did not make material changes based on this review and did not target base compensation to a specific percentile within a comparative group.

Annual Incentive Bonuses.  Our executive bonus program provides for executives to receive a bonus based on the following factors:

•  the achievement of financial and operational goals for the fiscal year;

•  commitment to future growth in revenue and earnings for the subsequent fiscal year in the financial forecast approved by our Board of Directors upon recommendation of our Chief Executive Officer; and

•  achievement of individual annual performance objectives.

Annual performance objectives are approved by the Compensation Committee as part of the Board of Director’s review of our prior fiscal year financial results. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding individual performance objectives and awards for named executive officers other than himself. Performance objectives and awards for our Chief Executive Officer are determined solely by the Compensation Committee. The Compensation Committee retains full discretion to determine the final bonus amounts and does not rely solely on our financial results. For fiscal 2009, the total potential bonus pool was calculated based on achievement of the financial goals, subject to

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increase or decrease based on our goal of decreasing our working capital requirements, as further described below. Then payment of the bonus pool is allocated as follows:

•  50% of the bonus pool is paid based solely on the achievement of Adjusted EBITDA, as described below;

•  25% of the bonus pool is paid based on attainment of personal objectives; and

•  25% of the bonus pool is paid based on financial objectives specified in the following year’s plan.

For fiscal 2009, the Compensation Committee specified that the financial goal would be achievement of Adjusted EBITDA (or, for named executive officers who are division presidents, Adjusted EBITDA for the applicable division). We calculate Adjusted EBITDA as net income (loss), less extraordinary gains and losses and interest income, plus interest expense, charges against income for taxes, depreciation expense, amortization expense, non-recurring charges, management fees paid to ACFS and all non-cash compensation expenses. For more information about the calculation of Adjusted EBITDA and a reconciliation to cash provided by (used in) operating activities, see pages 10 and 11 of this prospectus. Adjusted EBITDA results are not set forth in our audited financial statements and our calculations of these goals as a private company may differ from actual audited results. For purposes of the bonus plan, the determination of Adjusted EBITDA is made on a currency-adjusted basis, so although the calculation is derived from our audited results, the numbers will not be the same as the audited results. Although we expect the financial results to require improved performance and exceptional work each year, the goals are set to be consistent with our business plan objectives and to be achievable. For fiscal 2009, the potential bonus pool percentage set forth in the table below is increased or decreased by up to 30% depending on how the change in our working capital (generally defined for this purpose as accounts receivable plus inventory, minus the sum of accounts payable and non-financial accrued liabilities) compares to our percentage increase in revenue. That is, if there was a 20% or greater increase in working capital versus revenue, the bonus pool would be decreased by 30%; if there was between a 10% increase and 10% decrease in working capital versus revenue, there would be no change in the bonus pool; and if there was a 20% or greater decrease in working capital versus revenue, the bonus pool would be increased by 30%.

Each named executive officer was given a target bonus (expressed as a percentage of base salary), with a minimum threshold and maximum target bonus based on financial goal performance (prior to any working capital adjustment). The following table shows the target bonus pool amounts for each of our named executive officers for different levels of achievement of the Adjusted EBITDA financial target (which for fiscal 2009 was $38.9 million):

	Below		90% of		100% of		110% of
	Threshold		Target		Target		Target or Above
Thomas D. Logan	$	0		25% salary		50% salary		100% salary
Jack A. Pacheco	$	0		25% salary		50% salary		100% salary
Seth B. Rosen	$	0		25% salary		40% salary		80% salary

For each division president, target levels were based on Adjusted EBITDA for the particular business unit for which he is responsible (approximately $11 million for the Health Physics Division for Mr. Besso and approximately $12 million for the Sensing Systems Division for Mr. Wilson):

	Below		$1.5 MM		100% of		$1.5 MM
	Threshold		Below Target		Target		Above Target
W. Antony Besso	$	0		40% salary		50% salary		60% salary
Iain F. Wilson	$	0		25% salary		40% salary		80% salary

Although the determination of our financial performance is an important factor in approving the actual bonus payment, our Compensation Committee believes it is preferable to retain discretion to determine awards (including above or below the amounts in the table above) based on qualitative and quantitative contributions of our named executive officers.

After determining our success during fiscal 2009 in achieving the financial goals described above, the Compensation Committee reviewed each named executive officer’s achievement of individual annual

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performance objectives and addition of long-term value, particularly in carrying out our integration plan and positioning us for this offering. Many of the individual performance objectives are subjectively determined, but for any individual executive officer, each performance objective generally carries the same weight as other objectives. The individual objectives vary because they are specific for each executive officer’s particular functions. For example, for fiscal 2009: Mr. Logan’s objectives included steps preparing for our initial public offering as well as commercializing and repositioning specific business lines and products; Mr. Pacheco’s goals focused on audit objectives as well as reduction of working capital; Mr. Rosen’s objectives focused on legal preparation for an initial public offering and implementing internal systems; Mr. Besso’s goals mainly related to specific products and business lines for which he is responsible; and Mr. Wilson’s goals included developing and implementing business unit strategies in particular locations.

In September 2009, the Compensation Committee determined performance results for fiscal 2009 and awarded bonuses in the amounts set forth under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below. In determining the amount of the bonuses for the year, the Committee first reviewed our financial results. Our Adjusted EBITDA results exceeded our maximum target level at the corporate level and for our Sensing Systems division, so the potential bonus pool for Messrs. Logan, Pacheco, Rosen and Wilson was the maximum amount in the table above. Mr. Besso’s potential bonus pool was between his target and maximum level. There was no working capital adjustment at the corporate level, but each of Mr. Besso and Mr. Wilson achieved the maximum working capital goals for their divisions, and so their potential bonus pools were increased by 30% above the amounts in the table above. The Committee then reviewed each named executive officer’s individual performance objectives, some of which require a subjective determination. After this review, each of our chief executive officer, chief financial officer and general counsel received a bonus greater than his target bonus, and each of Mr. Besso and Mr. Wilson received a bonus greater than their “maximum” bonus set forth in the table above because of the upward working capital adjustment for each of their divisions.

For fiscal 2009, bonus amounts were calculated as set forth in the table below, based on the following determinations:

•  For the 50% of bonus based on Adjusted EBITDA, we exceeded the target levels and so achieved 100% of this metric.

•  For the 25% of bonus based on personal objectives, the Committee made a subjective determination based on the individual performance factors described below the table to determine the percentage achievements set forth in the table below for each individual.

•  For the 25% of bonus based on whether our performance situates us for a potentially higher level of achievement for the following year, the Committee determined that we met 50% of this objective at the corporate level because of our commitment to continued achievement of Adjusted EBITDA levels.

										Working
										Capital							Payout
										Modifier		Eligible					(Weighted
	%						Weighted			(added to		Bonus Pool					Achievement
	Achieve-						Achieve-			Baseline%		(as% of			Eligible		x Eligible
	ment			Weight			ment			of Salary)		Salary)			Bonus Pool		Bonus Pool)
Logan
2009 Financial		100	%		50	%		50	%
Personal Objectives		71	%		25	%		17.86	%
Future Planning		50	%		25	%		12.5	%
TOTAL								80.36	%		—		100	%		$312,473		$251,094
Pacheco
2009 Financial		100	%		50	%		50	%
Personal Objectives		38	%		25	%		9.38	%
Future Planning		50	%		25	%		12.5	%
TOTAL								71.88	%		—		100	%		$278,000		$199,813

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										Working
										Capital									Payout
										Modifier			Eligible						(Weighted
	%						Weighted			(added to			Bonus Pool						Achievement
	Achieve-						Achieve-			Baseline%			(as% of			Eligible			x Eligible
	ment			Weight			ment			of Salary)			Salary)			Bonus Pool			Bonus Pool)
Rosen
2009 Financial		100	%		50	%		50	%
Personal Objectives		83	%		25	%		20.83	%
Future Planning		50	%		25	%		12.5	%
TOTAL								83.33	%		—			80	%		$185,600			$154,667
Besso
2009 Financial		100	%		50	%		50	%
Personal Objectives		83	%		25	%		20.83	%
Future Planning		0	%(1)		25	%		0	%
TOTAL								70.83	%		30	%		86.41	%(2)		189,619	€		134,314	€
																				($184,586	)
Wilson
2009 Financial		100	%		50	%		50	%
Personal Objectives		100	%		25	%		25	%
Future Planning		100	%(1)		25	%		25	%
TOTAL								100	%		30	%		110	%		Cdn 236,500			Cdn 236,500
																				($204,298	)

(1)	For Mr. Besso, the Committee determined that although fiscal 2009 performance exceeded target objectives, the future planning metric was not met. For Mr. Wilson, the Committee determined that performance in both Adjusted EBITDA and revenue for the Sensing Systems Division should result in achievement of 100% of the future planning target.
(2)	Initial bonus pool of 56.41% of base salary was interpolated between the “target” and “maximum” levels shown in the table above based on his division’s achievement of 2009 Adjusted EBITDA between those levels, and the 30% working capital modifier was added to this baseline percentage.

In approving the individual performance level, the Compensation Committee considered the following successful individual performance factors:

•  Mr. Logan: Preparation for the initial public offering by developing MD&A and presenting a plan for the public company’s board composition and recruitment; commercialization of new products; and leadership training.

•  Mr. Pacheco: Development of MD&A; implementing new financial planning systems; and review of tax structure.

•  Mr. Rosen: Preparation and support of corporate document data room for the initial public offering; leadership training; and implementation of management bonus program and evaluation process for the general employee population.

•  Mr. Besso: Organizational improvements in his business unit’s sales, marketing and finance functions; reduction of working capital for his business unit; and completion of operational efficiency projects.

•  Mr. Wilson: Achievement of product designs and proposals; reduction of working capital for his business unit; commercialization of new products; and organizational improvements and planning.

Going forward, the type of financial performance target we use, and individual performance objectives, may change if our Compensation Committee determines it would be appropriate to use different types of goals

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as a public company, although for fiscal 2010 we expect to use the same types of financial goals. In addition, we will pay bonuses to some of our employees, including certain executive officers, if and when this initial public offering is completed. Mr. Logan will be eligible to receive a bonus of $125,000 and Mr. Besso will be eligible to receive a bonus of up to $507,509. The amount of Mr. Besso’s bonus was negotiated with him in conjunction with efforts to retain him by fulfilling an earlier commitment to him and as a supplement to his stock options, which also vest on an initial public offering.

Equity Awards.  We design our equity programs to align employees’ interests with those of our stockholders by offering employees the opportunity to acquire stock and therefore have a direct interest in helping to increase the value of our stock. The design of these equity incentives is typical of the Compensation Committee’s experience with a private equity-backed enterprise. To date, we have granted stock options to our executive officers and a limited group of other employees. Stock options permit the employee to exercise the option at a fixed price (at or above the fair market value of the stock on the grant date) in the future after the option has become vested. Grants typically are made around the time an employee is hired, and we may make additional grants following a significant change in job responsibilities or to meet other specific retention objectives. Our Compensation Committee determines the size and type of equity awards taking into account the recommendations of management and also determines the vesting schedule of the options. The terms of initial equity grants made to each named executive upon joining the company are based primarily on competitive conditions applicable to the executive officers’ specific position. We made the equity awards reflected in the compensation tables below primarily in the context of negotiated employment agreements. As a private company, the overall size of our option pool was based on a range of potential dilution levels historically used by our majority stockholder with its other private companies. The chief executive officer receives the largest share of the option pool because he has the most significant impact on value. Other executive officers’ option amounts were then determined, although individual allocations were not based on a specific formula or value. Instead, the number of options depended on a combination of share availability in the option pool, negotiations at the time of offering employment to a new officer, the Compensation Committee’s expectation for the officer’s potential impact on future value of our company and the past experience of the Compensation Committee. We have not currently adopted stock ownership or equity grant guidelines, but we may implement guidelines regarding the issuance of new equity awards in the future.

Immediately following the pricing of this offering, we expect to grant stock options covering 128,273 shares of our common stock to our employees and outside directors, including grants of 17,008 stock options to Mr. Wilson and 17,000 stock options to Mr. Rosen. The per share exercise price of these options is expected to be equal to the initial public offering price (the fair market value on the grant date), and the options will become exercisable as they vest in equal monthly installments over four years following the grant. The determination of the individual amounts for Mr. Rosen and Mr. Wilson was based on the Compensation Committee’s subjective judgment regarding increased expectations in these positions once we become a public company and in order to further align these officers’ interests with those of stockholders given that they will be executive officers of a public company. In determining to make grants to these particular individuals and not the other executive officers, the Compensation Committee reviewed the number of outstanding equity awards held by each executive officer (as set forth under “Outstanding Equity Awards” below) and determined that because these individuals currently hold fewer stock options than the other executive officers, it would be appropriate to bring the equity ownership of the executive officers into closer alignment (while not committing to provide each officer with exactly the same equity amounts). The Compensation Committee did not base its decision on a third-party study or on market competitiveness.

Severance and Change in Control Arrangements.  Each of our named executive officers, with the exception of Mr. Wilson, has an employment agreement that would provide severance on specified involuntary terminations of employment. We have also agreed to accelerated vesting of Messrs. Logan’s and Pacheco’s stock options in the event of certain change in control events and of Mr. Besso in the event of this initial public offering or a change in control. The terms and estimated amounts of these benefits are described below under “Employment Agreements and Potential Payments upon Termination or Change in Control.” Based on the past experience of the Compensation Committee, we believe these arrangements are competitive with arrangements offered to senior executives by companies with whom we compete for executives and are

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necessary to the achievement of our business objective of management retention. Given our limited operating history, our Compensation Committee believes these provisions were a key part of hiring and retaining management to ensure continuity of our management team.

Perquisites and Other Benefits.  Our named executive officers are eligible to participate in our employee benefit plans provided for employees which vary by country. In the United States, these benefits include a 401(k) plan with a matching contribution, group medical and dental insurance, group life insurance and short- and long-term disability insurance. As set forth in the Summary Compensation Table below, Messrs. Besso and Wilson receive specified benefits that are typical for executives in their locations, or required by law, but these additional benefits are limited in amount and scope.

Tax and Accounting Considerations.  We recognize a charge to earnings for accounting purposes for equity awards granted. As we become a public company, we expect that the Compensation Committee will consider the accounting impact of equity awards in addition to the impact to dilution and overhang when deciding on amounts and terms of equity grants. We do not require executive compensation to be tax deductible for us, but instead balance the cost and benefits of tax deductibility to comply with our executive compensation goals, including the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly held company for individual compensation exceeding $1 million in any taxable year for our Chief Executive Officer and each of the other named executive officers (other than our Chief Financial Officer), unless the compensation is performance-based.

Summary Compensation Table

The following table sets forth information concerning the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers for fiscal 2009. We refer to these individuals as our “named executive officers” elsewhere in this prospectus.

									Non-Equity
							Option		Incentive Plan		All Other
			Salary		Bonus		Awards		Compensation		Compensation		Total
Name and Principal Position	Fiscal Year		($)		($)		($)(1)		($)(2)		($)(3)		($)
Thomas D. Logan President, Chief Executive Officer and Chairman		2009		312,473		—		—		251,094		36,884		600,451
Jack A. Pacheco Vice President and Chief Financial Officer		2009		278,000		—		198,870		199,813		6,906		683,589
Seth B. Rosen General Counsel, Vice President Corporate Development, and Secretary		2009		232,000		—		100,698		154,667		6,853		494,218
W. Antony Besso(4) Regional Vice President, EMEA and President, Health Physics Division		2009		303,861		—		215,080		184,586		62,806		766,333
Iain F. Wilson(4) Regional Vice President, Asia and President, Sensing Systems Division		2009		185,726		—		71,629		204,298		16,749		478,402

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(1) The amounts in this column reflect the dollar amount of compensation cost recognized for financial statement reporting purposes for fiscal 2009 in accordance with FASB-issued authoritative guidance on stock-based payment with respect to stock options that have been granted, whether or not the awards were granted during fiscal 2009. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For information on the valuation assumptions, see Note 13 to our consolidated financial statements. See the Grants of Plan-Based Awards Table below for additional information on the stock options granted in fiscal 2009.

(2) The amounts in this column represent payments under our executive bonus program for performance during fiscal 2009, as described above under Compensation Discussion and Analysis.

(3) The amounts in this column include our matching 401(k) contributions for the following named executive officers’ accounts in the following amounts: Mr. Logan ($5,702), Mr. Pacheco ($6,906) and Mr. Rosen ($6,853). For Mr. Logan, the amount also includes car allowance ($9,217) and amounts paid for accrued vacation above the maximum accrual limit ($21,965) under our annual vacation cashout policy for executive officers. For Mr. Besso, the amount consists of his car allowance ($6,259), an allowance for travel ($8,670), child school allowance ($13,743), a housing allowance ($24,050) which was discontinued in February 2009 and private unemployment insurance ($10,083). For Mr. Wilson, this amount consists of car allowance ($5,183) and contributions to his Registered Retirement Savings Plan, a defined contribution plan in Canada ($7,280) and vacation pay ($4,286).

(4) Mr. Besso’s compensation, which is paid in euros, and Mr. Wilson’s compensation, which is paid in Canadian dollars, have been converted into U.S. dollars using the respective average rate of exchange for the fiscal year.

Grants of Plan-Based Awards for Fiscal 2009

The following table sets forth information concerning grants of plan-based awards made to the executive officers named in the Summary Compensation Table during fiscal 2009.

									All Other
									Option
			Estimated Future						Awards:
			Payouts Under						Number of		Exercise		Grant Date
			Non-Equity Incentive						Securities		Price		Fair Value
			Plan Awards(1)						Underlying		of Option		of Option
	Grant		Threshold		Target		Maximum		Options		Awards		Awards
Name	Date		($)		($)		($)		(#)		($/Sh)		($)(2)
Thomas D. Logan		08/05/08		78,118		156,237		312,473
Jack A. Pacheco		08/05/08		69,500		139,000		278,000
Seth B. Rosen		08/05/08		58,000		92,800		185,600
		08/05/08								17,000		17.06		99,400
W. Antony Besso(3)		08/05/08		120,635		150,794		180,953
		08/05/08								108,213		17.06		598,742
Iain F. Wilson(3)		08/05/08		46,431		74,290		148,580
		08/05/08								42,500		17.06		248,499

(1) Threshold, Target and Maximum amounts refer to the annualized eligible bonus for each named executive officer if specified financial performance criteria were met, as more fully discussed above in the “Compensation Discussion and Analysis” and below under “Executive Bonus Program.” The actual annual performance bonus payable is subject to determination by the Compensation Committee after a review of the financial performance of Mirion or the applicable business unit, as well as each named executive officer’s achievement of their individual annual performance objectives, which may result in a higher or lower actual bonus payment. See “Compensation Discussion and Analysis—Elements of Compensation.” Actual amounts paid for fiscal 2009 are set forth in the Summary Compensation Table above.

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(2) The amounts in this column represent the grant date fair value, computed in accordance with FASB-issued authoritative guidance on stock-based payment of each option granted to the named executive officer in fiscal 2009. For information on valuation assumptions, see Note 13 to our consolidated financial statements.

(3) Foreign currency amounts have been converted into U.S. dollars using the average rate of exchange for the fiscal year.

Executive Bonus Program.  As further described in the Compensation Discussion and Analysis above, the awards for fiscal 2009 were first determined based on our corporate Adjusted EBITDA performance (or business segment for each of Messrs. Besso and Wilson) and working capital, but are also subject to determination of individual performance and other factors. Each of the executive bonus awards would be 0% of base salary if the performance level was below a specified threshold of performance. Between the threshold level and target level, and between the target level (payable if 100% of plan was achieved) and the maximum level, amounts would be interpolated. The Compensation Committee retains discretion to pay amounts over the maximum level for exceptional performance. Each executive officer’s target bonus amount is set as a percentage of base salary, with target amounts for fiscal 2009 of 50% of base salary for Messrs. Logan, Pacheco and Besso and 40% of base salary for Messrs. Rosen and Wilson.

Outstanding Equity Awards at Fiscal Year-End June 30, 2009

The following table sets forth information concerning unexercised stock options for the executive officers named in the Summary Compensation Table as of the end of fiscal 2009. There were no unvested stock awards outstanding as of the end of the fiscal year.

	Option Awards
							Number of
	Numbers of			Numbers of			Securities
	Securities			Securities			Underlying
	Underlying			Underlying			Unexercised			Option
	Unexercised			Unexercised			Unearned			Exercise		Option
	Options (#)			Options (#)			Options			Price		Expiration
Name	Exercisable			Unexercisable			(#)			($)		Date
Thomas D. Logan		123,794								$	10.45		1/1/16
		150,875	(1)		—			463,794	(1)		10.45		8/18/14
Jack A. Pacheco		45,288	(2)		90,712	(2)					13.10		3/31/18
Seth B. Rosen		25,551	(3)		42,449	(3)					16.31		1/7/18
		—			17,000	(4)					17.06		8/5/18
W. Antony Besso		—			108,213	(5)					17.06		8/5/18
Iain F. Wilson		15,614			—						10.45		1/1/16
		15,614			—						10.45		1/1/16
		4,114	(6)		7,148	(6)					14.27		9/6/17
		—			42,500	(4)					17.06		8/5/18

(1) These options were not granted by us, and represent options to purchase shares of Mirion stock from ACAS and its affiliates. The unearned portion of these options is subject to performance and market vesting following this offering, as described further under “Certain Relationships and Related Party Transactions—Interested Transactions—Transactions with Management.”

(2)	Options vest in equal monthly installments over four years from March 31, 2008.
(3)	Options vest in equal monthly installments over four years from January 7, 2008.
(4)	25% of options vest on August 5, 2009, and thereafter the remaining 75% of options vest in equal monthly installments over three years.
(5)	25% of options vest on August 5, 2009, and thereafter the remaining 75% of options vest in equal quarterly installments over three years, subject to full accelerated vesting upon the consummation of this offering.
(6)	Options vest in equal monthly installments over five years from September 6, 2007.

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Option Exercises and Stock Vested for Fiscal 2009

No executive officers named in the Summary Compensation Table above exercised any stock options, or had any stock award become vested, during fiscal 2009.

Pension Benefits

Upon his retirement, Mr. Besso will be eligible for benefits under a mandatory French pension system, and we will pay Mr. Besso a lump-sum length of service award at his retirement based on his years of service and salary.

		Number of	Present Value			Payments
		Years of	of Accumulated			During
Name	Plan Name	Credited Service	Benefits			Last Fiscal Year
W. Antony Besso	French pension system	3	$	5,978	(1)	—

(1) This amount has been converted from euros into U.S. dollars using the average rate of exchange for the fiscal year 2009. For information on the valuation assumptions, see Note 11 to our consolidated financial statements.

Employment Agreements and Potential Payments on Termination and Change of Control

We have entered into employment agreements with each of our named executive officers as described below. Generally, these agreements were the result of negotiations with the executive and provide that we will pay severance benefits to an executive if he is terminated without cause or resigns for good reason (which generally includes a material reduction in compensation or duties or a significant relocation), subject to the executive signing a general release of claims. In addition, our Chief Executive Officer and our Chief Financial Officer, as well as Mr. Besso, would receive accelerated vesting of some of their equity awards on change in control transactions, as further described below.

Thomas D. Logan.  Under the terms of his August 2006 employment agreement, as amended in December 2008 and January 2009, if Mr. Logan is involuntarily terminated without cause or resigns for good reason, he will be entitled to receive the following benefits if he signs a general release:

•  an amount equal to his annual base salary;

•  a pro rata portion of his incentive bonus, if any, for the applicable period during the fiscal year in which termination occurs; and

•  continuation of all health benefits offered to our senior executives for one year after the date of termination.

In addition, Mr. Logan’s Employment Agreement provides that upon a change in control, 100% of his unvested options will vest and, if applicable, he will receive reimbursement for excise taxes imposed on him as a result of Section 280G of the Internal Revenue Code, and that 50% of his unvested options will vest upon the consummation of this offering. Further, Mr. Logan’s Employment Agreement provides for a one-time bonus upon the consummation of this offering, equal to $50,000 plus an amount not to exceed $75,000, with such additional amount to be determined based upon the time taken to complete this offering.

Jack A. Pacheco.  Under the terms of his March 2008 employment agreement, as amended in December 2008, if Mr. Pacheco is involuntarily terminated without cause or resigns for good reason, he will be entitled to receive the following benefits if he signs a general release:

•  an amount equal to his annual base salary; and

•  a pro rata portion of his incentive bonus, if any, for the applicable period during the fiscal year in which termination occurs.

In addition, his employment agreement provides that 100% of his unvested options will vest in the event that either (i) ACAS or its affiliates no longer own at least 50% of the outstanding capital stock of us;

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provided that no such vesting shall occur as a result of the initial public offering of our capital stock or a company affiliated with us formed for the purpose of an initial public offering; or (ii) all or substantially all of our assets are sold, transferred or disposed of to a person (or group of persons acting in concert) that is not an affiliate of ACAS).

Seth B. Rosen.  Under the terms of his January 2008 employment agreement, as amended in December 2008, if Mr. Rosen is involuntarily terminated without cause or resigns for good reason, he will be entitled to receive the following benefits if he signs a general release:

•  an amount equal to his annual base salary;

•  a pro rata portion of his incentive bonus, if any, for the applicable period during the fiscal year in which termination occurs; and

•  continued payment by us for a maximum of 12 months of his health coverage premiums under COBRA.

Iain F. Wilson.  There are no specific requirements with respect to any obligations of us in connection with a termination of Mr. Wilson’s employment under any employment agreement. Pursuant to Canadian law, executive officers may be entitled to benefits or a notice period upon termination of employment, depending on length of service and other factors.

W. Antony Besso.  Mr. Besso’s employment agreement is governed by French law. Under the terms of his 2006 employment agreement, as amended in November 2007, if Mr. Besso is terminated, he will be entitled to receive the following benefits:

•  an amount equal to 12 months of remuneration, consisting of base salary, incentive bonus, and all other bonuses and benefits received by Mr. Besso during the last twelve months preceding his termination; and

•  any payments under the applicable collective bargaining agreement.

Mr. Besso’s agreement provides that either party may terminate the agreement with three months notice. The agreement includes a non-competition covenant for two years following the termination of Mr. Besso’s employment if we pay to Mr. Besso an amount not to exceed 6/10^ths of the monthly average of specified pay and benefits from the last 12 months of his employment. In addition, Mr. Besso received stock options in August 2008 that provided for accelerated vesting upon a change in control or an initial public offering.

Potential Termination and Change in Control Benefits.  The table below provides an estimate of the value of the compensation and benefits due to each of our named executive officers in the event of: (i) an involuntary termination; (ii) death or disability; or (iii) a change in control. The amounts shown assume that the specified event was effective as of June 30, 2009. The actual amounts to be paid can only be determined at the time of the termination of employment or change in control, as applicable.

	Involuntary			Disability			Change in
	Termination			or Death			Control
Name	($)			($)			($)
Thomas D. Logan		497,661	(1)		172,661	(2)		2,058,560	(3)
Jack A. Pacheco		417,000	(1)		139,000	(2)		546,893	(3)
Seth B. Rosen		341,225	(1)		92,800	(2)		—
W. Antony Besso		517,461	(4)		—			379,203	(3)
Iain F. Wilson		—	(5)		—			—

(1) Consists of payments due on a termination without cause or resignation for good reason, subject to the executive signing a release. This amount consists of (i) 100% of annual base salary, (ii) a pro rata portion of any incentive bonus (which for a termination at June 30, 2009, we have assumed to be 100% of the target bonus for fiscal 2009), and (iii) our payments for continued health benefits in the case of Mr. Logan and Mr. Rosen. Such amount would be payable at the same time as such payment would be made while the executive was employed with us. This amount does not include any amounts that are accrued and owing at the time of termination (such as accrued vacation and salary through the date of termination).

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(2) Consists of pro rata portion of any incentive bonus (which we have assumed to be 100% of the target bonus) and, for Mr. Logan, continued health benefits for his family for 12 months.

(3) For Mr. Logan, this amount reflects (i) 100% vesting of any unvested stock options and (ii) remittance of net proceeds upon the sale by ACAS of vested and unexercised IRR Options under the Call Option Agreement. For Mr. Pacheco, this reflects 100% vesting of any unvested stock options in the event that (i) ACAS no longer owns at least 50% of our outstanding capital stock, or (ii) all or substantially all of our assets are sold, transferred or disposed of. For Mr. Besso, this reflects 100% vesting of any unvested stock options from an August 2008 grant which will vest in the event of a change in control or upon the consummation of this offering. The dollar value in each case is based on an assumed initial public offering price of $16.00 (the midpoint of the price range set forth on the cover page of this prospectus), but otherwise assumes the transaction occurred based on unvested options at June 30, 2009.

(4)	Amount includes 12 months of salary and other compensation paid for 2009, assuming payment of the target bonus for fiscal 2009. Amount does not include three months of notice and assumes we do not elect to pay for Mr. Besso’s continued non-competition agreement, as described above.
(5)	Does not include amounts that may be payable as required by law.

Employee Benefit Plans

Stock Plan

The following contains a summary of the material terms of our 2006 Stock Plan, which was originally approved in December 2005. On March 18, 2010, our Board of Directors and stockholders approved amendments to this plan, and we refer to the amended plan as the Stock Plan below.

Share Reserve.  As of June 30, 2009, an aggregate of 1,008,865 shares of our common stock were reserved for issuance, options to purchase 962,944 shares were outstanding and 45,921 shares were available for future grant under the Stock Plan. Prior to the consummation of this offering, we expect to reserve 902,360 additional shares under the Stock Plan. In general, if options or other awards granted under the Stock Plan expire, are cancelled, forfeited or otherwise terminated before being exercised or settled, the shares subject to such options or awards will again become available for awards under the Stock Plan.

Administration of the Stock Plan.  The Stock Plan will be administered by our Board of Directors or our Compensation Committee or another committee designated by our Board of Directors. The administrator has complete discretion to make all decisions relating to the interpretation and operation of the Stock Plan. The administrator will have the discretion to determine who will receive an award, the type of award, the number of shares that will be covered by the award, the vesting requirements of the award, if any, and all other features and conditions of the award. The administrator may implement rules and procedures that differ from those described below in order to adapt the Stock Plan to the requirements of countries other than the United States.

Eligibility.  Any employee, consultant or non-employee director may be selected by the administrator to participate in the Stock Plan. Directors affiliated with ACAS and its affiliates are not expected to receive grants.

Type of Awards.  To date, we have granted options under the Stock Plan. Following this offering, awards granted under the Stock Plan may include any of the following:

•  stock options to purchase shares of our common stock at a specified exercise price;

•  restricted stock units, representing the right to receive a specified number of shares of our common stock, the fair market value of such common stock in cash or a combination of cash and shares upon expiration of the vesting period specified for such stock units by the administrator;

•  restricted shares, which are shares of common stock issued to the participant subject to such forfeiture and other restrictions as the administrator, in its sole discretion, shall determine;

•  stock appreciation rights, which are rights to receive shares of our common stock, cash or a combination of shares and cash, the value of which is equal to the spread or excess of (i) the fair

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market value per share on the date of exercise over (ii) the fair market value per share on the date of grant with respect to a specified number of shares of common stock; and

•  other equity-based awards.

Vesting of Awards.  Equity awards vest at the time or times determined by the administrator. In most cases, our options granted to date vest over the four-year period following the date of grant, but the administrator has the discretion to determine the vesting schedule and whether the vesting will accelerate on events such as death, disability, change in control or involuntary termination of employment. In addition, the administrator may grant performance awards based on performance criteria measured over a specified period.

Other Terms of Awards.  After termination of service by an employee, director or consultant, for any reason other than misconduct, he or she has a period of 30 days (or such other period as specified in an award agreement) following the date of termination during which to exercise his or her option. The administrator may, at its discretion, extend the period of time for which the option is to remain exercisable, but no option may be exercisable after the expiration of its term.

Change in Control.  In the event of a merger or consolidation of us, all outstanding awards will be subject to the agreement of merger or consolidation, which may provide for the continuation or assumption of outstanding awards; substitution with substantially similar awards; accelerated vesting of awards; or cancellation of awards in exchange for a cash payment equal to the fair market value of the shares over the applicable purchase price of the award.

Amendment and Termination of Plan.  Our Board of Directors may amend or terminate the Stock Plan at any time. No amendment can be effective prior to its approval by our stockholders, to the extent that such approval is required by applicable legal requirements or any exchange on which our common stock is listed. The Stock Plan will continue in effect for ten years from the most recent increase in the Stock Plan’s share reserve approved by stockholders, unless our Board of Directors decides to terminate the plan earlier.

Limitation of Liability and Indemnification of Officers and Directors

The Certificate of Incorporation and Bylaws that we will adopt upon the consummation of this offering contain provisions that limit the personal liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages or any breach of fiduciary duties as directors, except liability for:

•  any breach of the director’s duty of loyalty to us or our stockholders;

•  any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•  unlawful payments of dividends, or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•  any transaction from which the director derived an improper personal benefit.

The Certificate of Incorporation and Bylaws that we will adopt upon the consummation of this offering provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law. Our Certificate of Incorporation and Bylaws shall also provide that we shall advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity, regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Upon the consummation of this offering, we expect to enter into agreements to indemnify our directors and executive officers, and other employees as determined by our Board of Directors, against expenses and liabilities to the fullest extent permitted by Delaware law. With certain exceptions, these agreements will also provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. The indemnification agreements will also provide for indemnified directors and officers

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to select the method by which a determination of eligibility for indemnification is made. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in the Certificate of Incorporation and Bylaws that we will adopt upon the consummation of this offering may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty of care. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our common stock by (1) each person known by us to be the beneficial owner of 5% or more of the outstanding common stock, (2) each of our directors and each director nominee, (3) each of the executive officers named in the section entitled “Management” above, (4) all of our executive officers, directors and director nominees as a group and (5) all selling stockholders.

Percentage of ownership is based on 10,783,660 shares of common stock outstanding as of February 28, 2010. Beneficial ownership is calculated based on SEC requirements. These requirements also treat as outstanding all shares of common stock that a person would receive upon exercise of stock options or warrants held by that person that are immediately exercisable or exercisable within 60 days of the determination date, which in the case of the following table is February 28, 2010. Shares issuable pursuant to stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

Other than as specifically noted below, the address of each of the named entities or individuals is c/o Mirion Technologies, Inc., 3000 Executive Parkway Suite 222, San Ramon, California 94583.

												Common Stock					Common Stock
	Common Stock					Number of						Beneficially Owned					Beneficially Owned
	Beneficially Owned					Shares Being Offered						After the Offering					After the Offering
	Prior to the Offering					Without			With			Without Over-Allotment					With Over-Allotment
Beneficial Owner	Number		Percentage			Overallotment			Overallotment			Number		Percentage			Number		Percentage
Greater than 5% Stockholders:
American Capital, Ltd. and affiliated entities(1)		13,940,324		99.5	%		3,200,000(2	)		4,850,000(2	)		10,740,324		49.3	%		9,090,324		41.7	%
2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
American Capital Equity I, LLC(3)		4,175,630		35.6	%		958,515(2	)		1,452,749(2	)		3,217,115		16.5	%		2,722,881		13.9	%
2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
American Capital Equity II, LP(4)		1,628,955		14.6	%		373,926(2	)		566,732(2	)		1,255,029		6.6	%		1,062,223		5.6	%
2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
Named Executive Officers, Directors and Director Nominees:
Thomas D. Logan(5)		339,353		3.1	%		—			—			339,353		1.8	%		339,353		1.8	%
Jack A. Pacheco(6)		70,762		*			—			—			70,762		*			70,762		*
Seth B. Rosen(7)		45,432		*			—			—			45,432		*			45,432		*
W. Antony Besso(8)		87,873		*			—			—			87,873		*			87,873		*
Iain F. Wilson(9)		54,722		*			—			—			54,722		*			54,722		*
Robert J. Klein(10)		13,940,324		99.5	%		3,200,000			4,850,000			10,740,324		49.3	%		9,090,324		41.7	%
Dustin G. Smith(10)		13,940,324		99.5	%		3,200,000			4,850,000			10,740,324		49.3	%		9,090,324		41.7	%
Brian S. Graff(10)		13,940,324		99.5	%		3,200,000			4,850,000			10,740,324		49.3	%		9,090,324		41.7	%
Michael T. Everett		0		*			—			—			0		*			0		*
Earl R. Lewis		0		*			—			—			0		*			0		*
Alfred E. Barry, Jr.		0		*			—			—			0		*			0		*
All Executive Officers and Directors as a group (11 persons)		14,538,466		99.9	%		3,200,000			4,850,000			11,338,466		50.7	%		9,688,466		43.3	%

*	Indicates less than 1%.
(1)	Includes 208,275 shares of Class B Non-Voting Common Stock held of record, 551,761 shares of Series A-1 Convertible Participating Preferred Stock and 82,419 shares of Series A-2 Convertible Participating Preferred

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Stock, as-converted to 6,039,138 shares of common stock. Includes a warrant to purchase 1,888,326 shares of common stock that will become exercisable upon the consummation of this offering. The members of the Board of Directors of American Capital, Ltd. are Mary Baskin, Neil Hahl, Philip Harper, John Koskinen, Stan Lundine, Kenneth Peterson, Alvin Puryear and Malon Wilkus. The Board of Directors manages these shares and exercises voting and investment power on behalf of American Capital, Ltd. As the directors of American Capital, Ltd., these individuals may be deemed to have shared voting and investment power over the shares held by American Capital, Ltd., including the power to dispose, or to direct the disposition of, such shares. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. Also includes 4,175,630 shares held directly by American Capital Equity I, LLC (“ACE I”), and 1,628,955 shares held directly by American Capital Equity II, LP (“ACE II”). See footnotes (2) and (3) below. Mr. Klein, one of our directors, is a Managing Director and Senior Vice President at American Capital, Ltd. and Messrs. Smith and Graff, two of our director nominees, are a Principal and Vice President and a Senior Vice President and Senior Managing Director at American Capital, Ltd., respectively, and each as a result may be deemed to have indirect shared voting and investment power over the shares held by American Capital, Ltd. and be deemed to be a beneficial owner for purposes of sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. Each of Messrs. Klein, Smith and Graff disclaim any beneficial ownership over such shares.

(2) Represents shares of our common stock to be issued upon the conversion of shares of our convertible preferred stock held by such selling stockholders.

(3) Includes 107,185 shares of Class B Non-Voting Common Stock held of record, 283,942 shares of Series A-1 Convertible Participating Preferred Stock and 42,413 shares of Series A-2 Convertible Participating Preferred Stock, as-converted to 3,107,801 shares of common stock. Includes a warrant to purchase 960,644 shares of common stock that will become exercisable upon the consummation of this offering. American Capital Equity Management, LLC (“ACEM”), a portfolio company of American Capital, Ltd., is the manager of this entity, and pursuant to an operating agreement, ACEM exercises voting power on behalf of ACE I. The members of the Board of Directors of American Capital, Ltd. are Mary Baskin, Neil Hahl, Philip Harper, John Koskinen, Stan Lundine, Kenneth Peterson, Alvin Puryear and Malon Wilkus. The Board of Directors manages these shares and exercises voting and investment power on behalf of American Capital, Ltd. As the directors of American Capital, Ltd., these individuals may be deemed to have shared voting and investment power over the shares held by American Capital, Ltd., including the power to dispose, or to direct the disposition of, such shares. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. See footnote (1). Mr. Klein, one of our directors, is a Managing Director and Senior Vice President at American Capital, Ltd. and Messrs. Smith and Graff, two of our director nominees, are a Principal and Vice President and a Senior Vice President and Senior Managing Director at American Capital, Ltd., respectively, and each as a result may be deemed to have indirect shared voting and investment power over the shares held by American Capital, Ltd. and be deemed to be a beneficial owner for purposes of sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. Each of Messrs. Klein, Smith and Graff disclaim any beneficial ownership over such shares.

(4) Includes 41,811 shares of Class B Non-Voting Common Stock held of record, 110,770 shares of Series A-1 Convertible Participating Preferred Stock and 16,545 shares of Series A-2 Convertible Participating Preferred Stock, as-converted to 1,212,388 shares of common stock. Includes a warrant to purchase 374,756 shares of common stock that will become exercisable upon the consummation of this offering. American Capital Equity Management II, LLC (“ACEM II”), a portfolio company of American Capital, Ltd., is the general partner of this entity, and pursuant to a management agreement, ACEM II exercises voting power on behalf of ACE II. The members of the Board of Directors of American Capital, Ltd. are Mary Baskin, Neil Hahl, Philip Harper, John Koskinen, Stan Lundine, Kenneth Peterson, Alvin Puryear and Malon Wilkus. The Board of Directors manages these shares and exercises voting and investment power on behalf of American Capital, Ltd. As the directors of American Capital, Ltd., these individuals may be deemed to have shared voting and investment power over the shares held by American Capital, Ltd., including the power to dispose, or to direct the disposition of, such shares. Each

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of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. See footnote (1). Mr. Klein, one of our directors, is a Managing Director and Senior Vice President at American Capital, Ltd. and Messrs. Smith and Graff, two of our director nominees, are a Principal and Vice President and a Senior Vice President and Senior Managing Director at American Capital, Ltd., respectively, and each as a result may be deemed to have indirect shared voting and investment power over the shares held by American Capital, Ltd. and be deemed to be a beneficial owner for purposes of sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. Each of Messrs. Klein, Smith and Graff disclaim any beneficial ownership over such shares.

(5) Consists of 17,773 shares of Class A Voting Common Stock held of record, 1,285 shares of Series A-1 Convertible Participating Preferred Stock as-converted to 12,376 shares of common stock, options to purchase 123,794 shares of common stock that are exercisable within 60 days of February 28, 2010 and options to purchase 150,875 shares of common stock held by ACAS that are exercisable within 60 days of February 28, 2010. Includes a warrant to purchase 34,535 shares of common stock that will become exercisable upon consummation of this offering.

(6) Consists of options to purchase 70,762 shares of common stock that are exercisable within 60 days of February 28, 2010.

(7) Consists of options to purchase 45,432 shares of common stock that are exercisable within 60 days of February 28, 2010.

(8) Consists of 22,950 shares of Class B Non-Voting Common Stock held of record and options to purchase 64,923 shares of common stock that are exercisable within 60 days of February 28, 2010.

(9) Consists of options to purchase 54,722 shares of common stock that are exercisable within 60 days of February 28, 2010.

(10) Mr. Klein, one of our directors, is a Managing Director and Senior Vice President at American Capital, Ltd. and Messrs. Smith and Graff, two of our director nominees, are a Principal and Vice President and a Senior Vice President and Senior Managing Director at American Capital, Ltd., respectively, and each as a result are deemed to have indirect shared voting and investment power over the shares held by American Capital, Ltd. and be deemed to be a beneficial owner for purposes of sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. Each of Messrs. Klein, Smith and Graff disclaim any beneficial ownership over such shares.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Interest of Related Persons in the Consummation of this Offering

Executive Officer and Director Compensation

Certain of our executive officers and non-ACAS director nominees will receive certain benefits upon the completion of this offering, including cash bonus payments, stock option grants and the accelerated vesting of certain stock options, each as further described above under “Compensation Discussion and Analysis” and “Director Compensation.” The table below summarizes the expected benefits that each such executive officer and non-ACAS director nominee will receive:

			Fair		Intrinsic
			Value of		Value of
			New Option		Vesting Options
	Bonus		Grants (1)		and Warrants			Total
Name and Position	($)		($)		($)			($)
Thomas D. Logan
President, Chief Executive Officer and Chairman		125,000		—		1,839,547	(2)		1,964,547
Seth B. Rosen
General Counsel, Vice President Corporate Development and Secretary		—		124,578		—			124,578
W. Antony Besso
Regional Vice President, EMEA and President, Health Physics Division		507,509		—		—	(3)		507,509
Iain F. Wilson
Regional Vice President, Asia and President, Sensing Systems Division		—		124,637		—			124,637
Alfred E. Barry, Jr.
Director Nominee		—		62,289		—			62,289
Michael T. Everett
Director Nominee		—		62,289		—			62,289
Earl R. Lewis
Director Nominee		—		62,289		—			62,289

(1) Key assumptions used to value these options will be determined as of the grant date of the options and are expected to be as follows: option term of 7 years, risk-free interest rate of 3.1%, dividend yield of 0%, volatility of 38.7% and an exercise price and fair value of $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). These options vest monthly over four years.

(2) For Mr. Logan, the intrinsic value of $1,839,547 is composed of the intrinsic value from call options of $1,287,028, as well as the intrinsic value from warrants of $552,519. The intrinsic value from call options reflects the difference between an assumed initial public offering price of $16.00 (the midpoint of the price range set forth on the cover page of this prospectus) and the $10.45 exercise price of 231,897 of his call options that may vest 30 days after this offering, if the conditions described below under “Call Option Agreement between ACAS and Thomas D. Logan” are met. Related to any vesting that occurs for these options, we will incur an accounting charge equal to the fair value of the options, which was determined by use of a Monte Carlo model to be $1,029,280. The intrinsic value from warrants reflects the difference between an assumed initial public offering price of $16.00 (the midpoint of the price range set forth on the cover page of this prospectus) and the $0.00118 exercise price of the 34,535 warrants. We will not incur any further accounting charge for these warrants, as the expense from these warrants was accounted for upon our formation.

(3) For Mr. Besso, the intrinsic value of $0 reflects 100% vesting of 43,290 unvested stock options from an August 2008 grant, which will vest upon the consummation of this offering. The intrinsic value is

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based upon an assumed initial public offering price of $16.00 (the midpoint of the price range set forth on the cover page of this prospectus) but otherwise assumes the transaction occurred based upon unvested options at March 31, 2010. The exercise price of these options is $17.06, which is higher than the assumed initial public offering price, and therefore results in no intrinsic value. Related to the vesting that occurs for the previously unvested stock options, we will incur an accounting charge equal to the fair value of the previously unvested options, which was determined by use of the Black-Scholes option pricing model to be $199,581. Key assumptions used to value these options were as follows: expected option term of 10 years, risk-free interest rate of 4.0%, dividend yield of 0%, volatility of 45.9%, exercise price of $17.06, and fair value per share of $11.32.

Equityholder Interests

The terms of our outstanding warrants provide that such warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by our Board of Directors. On February 26, 2010, our Board of Directors resolved that all of these warrants will become exercisable upon the consummation of this offering and thereafter. ACAS, our principal stockholder, and its affiliates own warrants to purchase an aggregate of 3,223,726 shares of our common stock at an exercise price of $0.00012 and Thomas D. Logan, our President, Chief Executive Officer and Chairman, owns a warrant to purchase 34,535 shares of our common stock at an exercise price of $0.00118, all of which will become exercisable upon the completion of this offering and thereafter.

In addition, we have entered into a letter agreement with each holder of our convertible preferred stock, including ACAS and its affiliates, ACE I and ACE II, and Mr. Logan, which provides that in lieu of dividends otherwise payable in the form of additional shares of convertible preferred stock, for the period from March 1, 2010 through the closing of this offering, we will pay cash dividends on shares of our outstanding preferred stock at a rate equal to the number of shares of our common stock they would have received upon conversion of the preferred stock they would have received in dividends during that period multiplied by the initial public offering price. Assuming an initial public offering price of $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), from March 1, 2010 until the closing of this offering, we will pay ACAS and its affiliates an aggregate of $41,142 per day, and we will pay Mr. Logan $43.40 per day.

Agreements with ACAS

We have entered into certain agreements with ACAS and its affiliates, which will own 49.3% of our issued and outstanding common stock after the completion of this offering, or 41.7% if the underwriters’ over-allotment option is exercised in full. One of our directors, Mr. Klein, and two of our director nominees, Messrs. Smith and Graff, are employees of ACAS. Set forth below is a brief description of the relationships and agreements between us and ACAS.

Certificate of Incorporation and Bylaws

The Bylaws that we will adopt prior to the consummation of this offering will provide that ACAS has the right to designate up to three members of our seven member Board of Directors, as set forth under “Management—Board Structure and Compensation.”

The Bylaws that we will adopt prior to the consummation of this offering will provide that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors). Our Bylaws will also provide that ACAS will have the right to designate three of our seven directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% and one director so long as they hold at least 10% but less than 25%.

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Stockholders Agreement

In December 2005, our predecessor entered into a stockholders agreement with ACAS and certain of its affiliates, Thomas D. Logan, W. Antony Besso and certain other of our stockholders. Prior to the consummation of this offering, this agreement will terminate, and concurrently with such termination, we intend to enter into a registration rights agreement described under “— Registration Rights Agreement” and “Description of Capital Stock — Registration Rights” with such stockholders. Among other things, the stockholders agreement restricts the transfer of our securities by non-ACAS stockholders, subject to certain exceptions, and provides non-transferring stockholders with a right of first refusal (and ACAS with co-sale rights) in connection with sales of a transferring stockholder’s securities (other than transfers by ACAS). The agreement also provides ACAS with the ability to drag along the other stockholders in connection with transfers made by ACAS or changes in control relating to us that are endorsed by ACAS, and provides non-ACAS stockholders the right to tag along with certain sales or redemptions of our securities held by ACAS. Non-ACAS stockholders also have a right of first offer with respect to certain securities sold by us.

Pursuant to the stockholders agreement, if we determine to register any of our securities under the Securities Act, other than in an underwritten public offering of our common stock or certain other offerings, the holders of the registrable securities are entitled to written notice of the registration and are entitled to include all or a portion of their registrable securities in the registration, subject to certain limitations. In addition, at any time subsequent to six months following our filing of a registration statement under the Securities Act (other than on a Form S-8), these holders will have the right to require us, on no more than two occasions, to file a registration statement under the Securities Act to register all or any part of the registrable securities held by such holders, subject to certain conditions and limitations. Further, these holders may require us to register all or any portion of their registrable securities on Form S-3, when such form becomes available to us, subject to certain conditions and limitations.

The stockholders agreement also provides ACAS with the right to designate two of the seven members of our Board of Directors. In addition, the stockholders agreement gives ACAS and ACFS, under certain circumstances, the right to designate two additional members of our Board of Directors, whose seats will otherwise remain vacant.

Registration Rights Agreement

Upon the consummation of this offering, we shall enter into a registration rights agreement with ACAS and certain of its affiliates, Thomas D. Logan, W. Antony Besso and certain other of our stockholders, pursuant to which such stockholders will have registration rights with respect to our common stock. Under the agreement, ACAS may from time to time require us to effect registrations of our securities held by ACAS and its affiliates, and ACAS, Thomas D. Logan, W. Antony Besso and certain other of our stockholders may join in registrations which we may effect, either for our benefit or for the benefit of other holders of our common stock. See “Description of Capital Stock—Registration Rights.”

Investment Banking Services Agreement

In December 2005, our predecessor entered into an investment banking services agreement with ACFS, a subsidiary of ACAS, pursuant to which ACFS may provide financial and advisory services to us. These services include evaluating, initiating and structuring any potential acquisitions by us, raising debt or equity financing, financial analysis and modeling, and related tasks.

The agreement also includes customary indemnification provisions in favor of ACFS, and customary limitations of each entity’s liability for services rendered under the investment banking services agreement in good faith and with reasonable care.

So long as the agreement is effective, we are required to pay to ACFS an annual management fee of $1.6 million, plus reimbursement for all reasonable out-of-pocket expenses. The management fee is payable on a quarterly basis, in advance. We incurred $1.6 million for management fees in each of fiscal 2007, 2008 and

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2009. We and ACFS have agreed to terminate this agreement upon the consummation of this offering in return for a one-time payment by us to ACFS of $8.0 million.

Indebtedness

ACAS and its affiliates hold certain indebtedness of our subsidiaries. Such indebtedness consists of senior term notes, senior subordinated notes, junior subordinated notes, revolving notes and stockholder loans. Certain of such indebtedness are governed by Note and Equity Purchase Agreements, and are guaranteed and secured by us and our subsidiaries. See “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Credit Facilities And Long-Term Debt” and Note 8 of our consolidated financial statements.

The largest aggregate principal amounts outstanding under our NEPAs and stockholder loans were $159.5 million, $173.2 million, $170.0 million and $174.7 million in fiscal 2007, 2008 and 2009 and the six months ended December 31, 2009. The amount outstanding (including accrued paid-in-kind interest) as of December 31, 2010 is $183.8 million. We paid $2.5 million, $0.5 million, $0.5 million and $0.3 in principal in fiscal 2007, 2008 and 2009 and the six months ended December 31, 2009, and $16.5 million, $17.2 million, $14.8 million and $6.3 million in interest in fiscal 2007, 2008 and 2009 and the six months ended December 31, 2009. The interest rates under our debt are described in “Use of Proceeds.”

We expect to borrow up to $90 million and the equivalent in euros of $35 million under our anticipated new bank credit facilities, of which we expect to use approximately $86.0 million, together with approximately $97.8 million of the net proceeds from this offering, to repay our indebtedness to ACAS. See “Use of Proceeds.”

Dividend Rights

ACAS and its affiliates ACE I and ACE II, together hold approximately 757,426 shares of our Series A-1 and A-2 Convertible Participating Preferred Stock. Under the terms of our Certificate of Incorporation, all holders of our preferred stock are entitled to receive, in preference to the holders of shares of any common stock, cumulative dividends, at a rate of 8% and 17% annually, on each quarter. Such dividends are to be paid-in-kind, by validly issuing fully paid and non-assessable shares of Series A-1 and A-2 Convertible Participating Preferred Stock. ACAS and its affiliates have accrued 59,062, 64,181 and 69,366 shares of Series A-1 preferred stock paid-in-kind dividends in fiscal 2007, 2008 and 2009, and 13,991, 16,611 and 19,617 shares of Series A-2 preferred stock paid-in-kind dividends in fiscal 2007, 2008 and 2009. The liquidation value of the paid-in-kind dividends on our Series A-1 preferred stock was $6.7 million, $7.3 million and $7.9 million at June 30, 2007, 2008 and 2009. The liquidation value of the paid-in-kind dividends on our Series A-2 preferred stock was $1.5 million, $1.7 million and $2.0 million at June 30, 2007, 2008 and 2009. See Note 12 to our consolidated financial statements.

Warrant and Preferred Stock Reissues

From October 2006 to October 2007, we cancelled and re-issued certain of our securities held by ACAS to allow ACAS to redistribute the securities between itself, ACE I and ACE II:

•  On October 3, 2006, we cancelled 357,271 shares of our Class B Non-Voting Common Stock held by ACAS and re-issued 250,086 shares to ACAS and 107,185 shares to ACE I. On October 3, 2007, we cancelled 250,086 shares held by ACAS and re-issued 208,275 shares to ACAS and 41,811 shares to ACE II. As a re-issuance of existing shares, we recognized no gain or loss on such transactions.

•  On October 3, 2006, we cancelled 677,426 shares of our Series A-1 Convertible Participating Preferred Stock held by ACAS and re-issued 474,198 shares to ACAS and 203,228 shares to ACE I. On October 3, 2007, we cancelled 474,198 shares held by ACAS and re-issued 394,916 shares to ACAS and 79,282 shares to ACE II. As a re-issuance of existing shares, we recognized no gain or loss on such transactions.

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•  On October 3, 2006, we cancelled 70,000 shares of our Series A-2 Convertible Participating Preferred Stock held by ACAS and re-issued 49,000 shares to ACAS and 21,000 shares to ACE I. On October 3, 2007, we cancelled 49,000 shares held by ACAS and re-issued 40,808 shares to ACAS and 8,192 shares to ACE II. As a re-issuance of existing shares, we recognized no gain or loss on such transactions.

•  On October 3, 2006, we cancelled a warrant held by ACAS to purchase 3,223,726 shares of common stock and re-issued warrants to ACAS to purchase 2,263,082 shares and a warrant to ACE I to purchase 960,644 shares. On October 3, 2007, we cancelled a warrant held by ACAS to purchase 2,241,509 shares of common stock and reissued a warrant to ACAS to purchase 1,866,753 shares and a warrant to ACE II to purchase 374,756 shares. As a re-issuance of existing warrants, we recognized no gain or loss on such transactions.

Interested Transactions—Transactions with Management

Call Option Agreement between ACAS and Thomas D. Logan

Our President, Chief Executive Officer and Chairman of the Board, Thomas D. Logan, entered into a Call Option Agreement with ACAS and certain of its affiliates, in which ACAS granted time and performance-based options with market conditions to Mr. Logan to purchase shares of the common stock of two of our predecessors in connection with his services as an officer and director. The options contain vesting provisions based upon successful completion of an initial public offering or change in control, and achievement by ACAS of certain internal rates of return as discussed in detail below. Modification of these options occurred in substance on January 1, 2006 in connection with the formation of Mirion in December 2005. As a result of the modification, Mr. Logan was granted performance-based options with market conditions to purchase 463,794 shares of Mirion’s Class A Common Stock held by ACAS. These options were further modified on December 7, 2007 to modify the vesting criteria of the performance based options to include, in addition to existing vesting provisions, vesting upon the achievement of certain returns on investment, as discussed in detail below. The exercise price of these options is $10.45 per share, and the total incremental value resulting from the option modification is $2.1 million and incorporates the impact of the options’ market-based conditions in the original grant date and modification date fair values. The original grant date fair value of these options was negligible. We will recognize expense on these options to the extent that we are able to either complete an effective offering in the public markets or complete a qualifying sale of the Company, and in such instance, over the derived service period of these options, which is consistent with the periods over which the market conditions are measured, as described further below.

The performance based options are divided into three tranches, each of which will either vest or become cancelled in two halves upon our IPO or change in control, depending on whether ACAS achieves certain market-based conditions, internal rates of return or returns on investment in such an event. Upon completion of this offering, vesting of the performance-based options will occur in two stages. The first stage occurs 30 days after the effective time of this offering at which time 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return, ranging between 25–40% or certain minimum returns on investment ranging between 2.0–2.7x. If neither goal is met, the options in this tranche will be cancelled. The second stage occurs on the earlier of two years after the effective time of this offering or upon the sale by ACAS of its investments in us, at which time the remaining 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return ranging between 25–40% or certain minimum returns on investment of 2.0–2.7x. If neither goal is met, the options in this tranche will be cancelled. The price of our common stock required to achieve a 25% internal rate of return is $17.58 per share, and the price required to achieve a 2.0x return on investment is $12.10 per share. The price of our common stock required to achieve a 40% internal rate of return is $31.04 per share, and the price required to achieve a 2.7x return on investment is $16.87 per share. We will record stock compensation expense in connection with these options in the event we complete an effective offering in the public markets or a qualifying sale of the Company, regardless of whether ACAS achieves the related market-based conditions.

The Call Option Agreement also provides Mr. Logan with a time-based option to purchase 150,875 shares of our common stock held by ACAS or its affiliates at an exercise price of $10.45 per share.

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The incremental cost resulting from the modification of the 150,875 time-based options granted to Mr. Logan is $0.6 million. All such options have vested as of June 30, 2008.

All options granted by ACAS and its affiliates to Mr. Logan pursuant to the Call Option Agreement are to be reduced on an economically equivalent basis in the event we grant Mr. Logan options to purchase shares of our common stock after the date of the Call Option Agreement, provided such options are no less favorable to Mr. Logan.

Indemnification and Employment Agreements

Upon the consummation of this offering, we shall enter into indemnification agreements pursuant to which we will indemnify our directors and our executive officers in certain circumstances, and hold them harmless against any expenses and liabilities incurred in the performance of their duties to us. Such indemnification includes, among other things, advancement of expenses to indemnitees, payment of fees of independent counsel and conditions of full release of liability to indemnitees in settlement. See “Executive Compensation—Limitation of Liability and Indemnification of Officers and Directors.” We have also entered into employment agreements and non-competition agreements with certain of our executive officers. See “Executive Compensation—Employment Agreements and Potential Payments on Termination and Change of Control.”

Policies and Procedures for Related Party Transactions

We do not currently have a formal, written policy or procedure for the review and approval of related party transactions. However, all related party transactions are currently reviewed by our Board of Directors.

Our Board of Directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness or employment by us of a related person.

Under the amended and restated certificate of incorporation that we will adopt prior to the consummation of this offering, none of ACAS or its affiliates and investment funds, or any other ACAS entity, nor any director, officer, stockholder, member, manager and/or employee of an ACAS entity, will have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do, from doing business with our customers or suppliers or from employing or engaging our employees. In the event that any ACAS entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both itself and us, the ACAS entity will not have any duty to communicate or offer the corporate opportunity to us and may pursue or acquire the corporate opportunity for itself or offer the opportunity to another person. In addition, no director or officer of ours who is also a director, officer, manager, employee or other representative of ACAS or its affiliates and investment funds will be required to offer to us any corporate opportunity belonging to us of which he or she becomes aware and could take any such opportunity for him or herself or offer it to other companies (including ACAS and its other portfolio companies) in which they have an investment. A corporate opportunity belonging to us is one that is available to (1) one of our officers, who is also a director but not an officer of ACAS or its affiliates and investment funds, unless such opportunity is expressly offered to him or her solely in his or her capacity as a director of ACAS or its affiliates and investment funds, (2) one of our outside directors, who is also a director, officer, manager, employee or other representative of ACAS or its affiliates and investment funds, if such opportunity is expressly offered to him or her solely in his or her capacity as our director or (3) an officer or director of both us and ACAS or certain affiliates and investment funds of ACAS, if such opportunity is expressly offered to him or her solely in his or her capacity as our officer or director.

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DESCRIPTION OF CAPITAL STOCK

Following the consummation of this offering, our authorized capital stock will consist of 78,500,000 shares of common stock, par value $0.001 per share and 1,500,000 shares of preferred stock, par value $0.001 per share, undesignated as to series. As of February 28, 2010, 10,783,660 shares of preferred and common stock were issued and outstanding and held by nine stockholders of record and no shares of undesignated preferred shares were outstanding, assuming the conversion of all of our convertible preferred stock and the conversion of our Class A Voting Common Stock and Class B Non-Voting Common Stock on a one-for-one basis. In addition, as of February 28, 2010, there were 3,420,636 shares of common stock subject to outstanding warrants, which will become exercisable upon the consummation of this offering, and 962,944 shares of common stock subject to outstanding options. The following summary description relating to our capital stock does not purport to be complete and is qualified in its entirety by the Certificate of Incorporation and Bylaws that we will adopt prior to the consummation of this offering, and that will be filed as an exhibit to the registration statement of which this prospectus forms a part.

Common Stock

The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available therefor. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable.

The Bylaws that we will adopt upon the consummation of this offering will provide that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors). Our Bylaws will also provide that ACAS will have the right to designate three of our seven directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% and one director so long as they hold at least 10% but less than 25%.

Preferred Stock

Pursuant to the Certificate of Incorporation that we will adopt upon the consummation of this offering, our Board of Directors will be authorized, without any action by our stockholders, to designate and issue shares of preferred stock in one or more series and to designate the powers, preferences and rights of each series, which may be greater than the rights of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of our common stock until our Board of Directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things:

•  impairing dividend rights of our common stock;

•  diluting the voting power of our common stock;

•  impairing the liquidation rights of our common stock; and

•  delaying or preventing a change of control of us without further action by our stockholders.

Upon the consummation of this offering, no shares of our preferred stock will be outstanding.

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Registration Rights

Upon the consummation of this offering and concurrently with the termination of the stockholders agreement described under “Certain Relationships and Related Party Transactions — Stockholders Agreement,” we expect to enter into a registration rights agreement with ACAS and certain of its affiliates, Thomas D. Logan, W. Antony Besso and certain other of our stockholders, under which these stockholders may require us to register their shares of common stock under the securities laws for sale.

Requested Registration

The agreement shall provide that, any time following 180 days (subject to extension in the event the lock-up agreement with the underwriters is extended) after the effective date of a registration statement for this offering, ACAS and any transferee receiving at least 25% of ACAS’s registrable securities held at the time of signing the agreement, so long as the requesting party holds at least 25% of the registrable securities held by all the parties holding requested registration rights at the time of the request for registration, may require us to effect a registration under the Securities Act of 1933 of all or a portion of our securities held by them.

We may decline to honor any of these requested registrations if more than four requested registrations have already been undertaken.

Form S-3 Registration

We are also obligated in certain circumstances under the registration rights agreement to use our best efforts to effect and maintain the effectiveness of a registration on Form S-3, if ACAS, a permitted transferee of ACAS or other stockholder under the agreement holding two percent or more of our common stock requests that we make such registration and the aggregate gross proceeds of such registration are reasonably anticipated to exceed $5,000,000. Upon such a request, all other eligible holders of our securities under the registration rights agreement may also elect to register their securities under such registration statement.

We may decline to honor a requested registration 30 days prior to or 90 days immediately following the effective date of another registration statement. Furthermore, we may postpone the filing of a requested registration on Form S-3, but not more than once in any 12-month period, for a reasonable period of time if filing the registration statement would have a material adverse effect on us, including if our Board of Directors determines that a registration would materially interfere with a significant acquisition or company reorganization, require premature disclosure of material nonpublic information or render us unable to comply with requirements under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Incidental Registration

In addition to our obligations with respect to requested registrations, if we propose to register any of our securities (other than a registration on From S-8 or S-4 or successor forms to these forms), whether or not such registration is for our own account, ACAS, permitted transferees of ACAS and other stockholders party to the registration rights agreement will have the opportunity to participate in such registration.

If the incidental registration relates to an underwritten primary registration on our behalf and marketing factors require a limitation of the number of shares to be offered, first priority of inclusion shall be given to us and second priority will be given to ACAS and other stockholders participating in the incidental registration. If the incidental registration relates to an underwritten secondary registration on behalf of holders of our securities and marketing factors require a limitation of the number of shares to be offered, first priority of inclusion will be given to the original requesting stockholder, and second priority will be given to the remaining stockholders participating in the incidental registration.

Expenses of Registration

We will pay all expenses of registration, other than underwriting discounts and commissions, related to any requested Form S-3 or incidental registration.

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Indemnification

The agreement contains customary cross-indemnification provisions under which we are obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

Anti-Takeover Effects of Delaware Law

Pursuant to the Certificate of Incorporation that we will adopt upon the consummation of this offering, we shall opt out of the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder (defined generally as a person owning 15% or more of the corporation’s voting stock) for a period of three years following the date the person became an interested stockholder unless:

•  prior to the date the person became an interested person, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•  upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

•  at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

Listing

We have applied to have the common stock approved for quotation on the NASDAQ Global Market under the symbol “MION.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of our anticipated new bank credit facilities with J.P. Morgan Securities Inc. as lead arranger and bookrunner. We expect the debt will have the following principal terms:

New Senior Secured Credit Facilities

In connection with the consummation of this offering, we expect to enter into new senior secured credit facilities. The new senior secured credit facilities will provide for an aggregate borrowing capacity of up to $55 million through a revolving credit facility, $35 million through a domestic term loan facility and the equivalent in euros of $35 million through a French term loan facility. The borrowers under the senior secured credit facilities will be Mirion Technologies, Inc., and our subsidiaries, Mirion Technologies (Synodys) SA and Mirion Technologies (IST France) SAS.

Revolving Credit Facility

Mirion Technologies, Inc. will be the borrower under the revolving credit facility, which will initially have an aggregate borrowing capacity of $30 million. We may elect to increase the revolving credit facility by an additional $25 million, so long as we are not in default under the terms of the credit agreement and subject to the consent of any increasing lenders. Up to $15 million of the revolving credit facility may be in the form of letters of credit, and up to $5 million of the revolving credit facility may be in the form of swingline loans. Any issuances of letters of credit and borrowing under the swingline loan will reduce availability for borrowing under the revolving credit facility. Loans under the revolving credit facility will be used to refinance our existing indebtedness to ACAS and for general corporate purposes, and will be so available for four years after entering into the new senior secured credit facilities.

Obligations of Mirion Technologies, Inc. under the revolving credit facility will be guaranteed by each of our existing and future wholly owned domestic subsidiaries, and such obligations will be secured by substantially all of the assets, including by blanket liens, of us and our domestic subsidiaries, limited, in the case of stock of our foreign subsidiaries to 65% of the capital stock of such subsidiaries.

Term Loan Facilities

Mirion Technologies, Inc. will be the domestic borrower of $35 million and Mirion Technologies (Synodys) SA and Mirion Technologies (IST France) SAS will be the French subsidiary borrowers of the equivalent in euros of $35 million under the term loan facilities of our senior secured credit facilities. The term loans will be made available in a single borrowing, and will mature four years after entering into the new senior secured credit facilities. The term loans will amortize in quarterly installments over the life of the loan, equal to 15% of the original principal balance in the first, second and third years after the closing date and 20% in the fourth year.

The term loans of Mirion Technologies, Inc. will be guaranteed by each of our existing and future wholly owned domestic subsidiaries. All obligations under term loans to Mirion Technologies, Inc. will be secured by substantially all of the assets, including by blanket liens, of us and our domestic subsidiaries, limited, in the case of stock of our foreign subsidiaries to 65% of the capital stock of such subsidiaries. The term loans of our French subsidiary borrowers will be guaranteed by us, our domestic subsidiaries and, to the extent that no material adverse tax consequences would result, our English, Canadian, French and German subsidiaries. All obligations under the term loans to our French subsidiary borrower will be secured by assets of us and several of our subsidiaries, including blanket liens on us and our domestic subsidiaries and pledges of assets or securities of our foreign subsidiaries.

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Other Terms

Borrowings under the senior secured credit facilities will bear interest at a rate based on the prime rate, LIBOR or EURIBOR, subject to certain adjustments based on our leverage ratio, and certain fees may accrue in conjunction with the revolving credit facility, as reflected in the following table:

					Commitment
Leverage Ratio:	ABR Spread		Eurodollar Spread		Fee Rate
Less than 1.25 to 1.00		3.00%		4.00%		0.35%
Equal to or greater than 1.25 to 1.00 but less than 1.75 to 1.00		3.25%		4.25%		0.40%
Equal to or greater than 1.75 to 1.00 but less than 2.25 to 1.00		3.50%		4.50%		0.50%
Equal to or greater than 2.25 to 1.00		4.00%		5.00%		0.50%

However, until we deliver a compliance certificate with respect to our fiscal quarter ending September 30, 2010, the initial adjustment (i) with respect to the ABR Spread shall be 3.50%, (ii) with respect to the Eurodollar Spread shall be 4.50% and (iii) with respect to the Commitment Fee Rate shall be 0.50%.

The senior secured credit facilities will contain, among other things, covenants restricting our ability and the ability of our subsidiaries to incur indebtedness, prepay or amend other indebtedness, create liens, guarantee obligations, make certain fundamental changes including mergers or dissolutions, pay dividends and other payments in respect of capital stock, make capital expenditures, make certain investments, sell assets, change our lines of business, enter into transactions with affiliates and other corporate actions. The senior secured credit facilities will also require us to maintain a fixed charge coverage ratio (defined as the ratio of Adjusted EBITDA minus capital expenditures to interest expense and scheduled principal payments of indebtedness) of 1.50-to-one, a minimum net worth of 80% of our consolidated stockholders’ equity as of March 31, 2010 after giving pro forma effect to this offering and the consummation on the effective date of the transactions contemplated under the senior secured credit facilities plus 50% of net income earned in each full fiscal quarter ending after March 31, 2010 and a maximum leverage ratio (defined as the ratio of total indebtedness to Adjusted EBITDA for four consecutive fiscal quarters) of 2.75-to-one, stepping down to 2.25-to-one as of January 1, 2011. The senior secured credit facilities also contain mandatory prepayment provisions, which require us in certain instances to prepay obligations owing under the senior secured credit facilities in connection with asset sales, excess cash flow and subordinated debt issuances.

Borrowings under the senior secured credit facilities will also be subject to certain conditions, including the absence of any event of default and any material adverse change.

The senior secured credit facilities will also include events of default typical of these types of credit facilities and transactions, including but not limited to the nonpayment of principal, interest, fees or other amounts owing under the senior secured credit facilities (in certain cases, subject to a grace period), the violation of covenants (subject, in certain cases, to a grace period), the inaccuracy of representations and warranties, cross defaults, bankruptcy events, certain ERISA events, material judgments and a change of control. The occurrence of an event of default could result in the lenders not being required to lend any additional amounts and the acceleration of obligations under the senior secured credit facilities, causing such obligations to be due and payable immediately, which could materially and adversely affect us.

Upon the terms as presently contemplated, we anticipate that J.P. Morgan Securities Inc. as lead arranger and bookrunner of our new bank credit facilities will be paid one-time fees equal to $1,025,000 and annual administrative fees equal to $25,000. It, like all other lenders under the senior credit facilities, will earn interest on its share of outstanding loans, commitment fees on its share of any unused portion of the senior credit facilities and letter of credit fees on its share of outstanding letters of credit, in each case based upon our leverage ratio in effect from time to time. In addition, each bank, including JPMorgan Chase Bank, N.A., that issues letters of credit under the senior credit facilities will earn a fronting fee on the amount of each such letter of credit at rates to be separately negotiated between us and such bank, which, in the case of JPMorgan Chase Bank, N.A., is 0.125% per annum.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of shares of our common stock in the public market could adversely affect prevailing market prices. Furthermore, since only a limited number of shares will be available for sale shortly after this offering because of contractual and legal restrictions on resale described below, sales of substantial amounts of common stock in the public market after the restrictions lapse could adversely affect the prevailing market price for our common stock, as well as our ability to raise equity capital in the future.

Based on the number of shares of common stock outstanding as of February 28, 2010, upon the completion of this offering, 18,583,660 shares of our common stock will be outstanding, assuming no exercise of any options or warrants outstanding. All 11,000,000 (plus up to 1,650,000 additional shares if the over-allotment option is exercised in full) shares of common stock sold in this offering will be freely tradable unless held by one of our affiliates, as that term is defined in Rule 144 under the Securities Act.

The remaining 7,583,660 shares of our common stock outstanding after this offering are restricted securities as such term is defined in Rule 144 under the Securities Act or are subject to lock-up agreements as described below. Following the expiration of the lock-up period, restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or 701 promulgated under the Securities Act, described in greater detail below. The 7,583,660 shares will generally become available for sale in the public market under Rule 144 or Rule 701 upon expiration of lock-up agreements 180 days after the date of this offering, provided that shares held by affiliates will be subject to the volume limitations described below.

Rule 144

In general, under Rule 144 as currently in effect, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

•  1% of the number of shares of common stock then outstanding, which will equal 185,836 shares immediately after this offering; and

•  the average weekly reported volume of trading of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

However, the six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common stock, the personal circumstances of the stockholder and other factors.

Rule 701

In general, our employees, directors, officers, consultants or advisors who purchase shares from us under Rule 701 in connection with a compensatory stock or option plan or other written agreement before the

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effective date of this offering are entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements of Rule 144 described above, but subject to the lock-up agreements described below.

Registration Rights

Upon the consummation of this offering, we shall enter into a registration rights agreement with ACAS and certain of its affiliates, Thomas D. Logan, W. Antony Besso and certain other of our stockholders, under which these stockholders may require us to register their shares of common stock under the securities laws for sale. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates.

Stock Options

As of December 31, 2009, options to purchase a total of 962,944 shares of common stock were outstanding. All of the shares subject to options are subject to lock-up agreements. An additional 948,281 shares of common stock were either reserved for issuance under our existing stock plan or to be reserved for issuance under our amended and restated stock plan.

Upon the consummation of this offering, we intend to file a registration statement under the Securities Act covering all shares of common stock subject to outstanding options or issuable pursuant to our equity plans. Shares registered under this registration statement will be available for sale in the open market, subject to Rule 144 volume limitations applicable to affiliates, vesting restrictions with us or the contractual restrictions described below.

Lock-up Agreements

Our officers, directors and all of our stockholders have agreed, subject to customary exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days after the date of this prospectus, without the prior written consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock by a beneficial owner that is a “Non-U.S. Holder,” other than a Non-U.S. Holder that owns, or has owned, actually or constructively, more than 5% of our common stock. A “Non-U.S. Holder” is a person or entity that, for U.S. federal income tax purposes, is a:

•  nonresident alien individual, other than a former citizen or resident of the United States subject to tax as an expatriate;

•  foreign corporation; or

•  foreign estate or trust.

A “Non-U.S. Holder” generally does not include a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of disposition of our common stock. Such an individual is urged to consult his or her own tax adviser regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of our common stock.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our common stock and partners in such partnerships are urged to consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of our common stock.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to Non-U.S. Holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders are urged to consult their tax advisers with respect to the particular tax consequences to them of owning and disposing of our common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Dividends

As discussed under “Dividend Policy” above, we do not currently expect to pay dividends. In the event that we do pay dividends, dividends paid to a Non-U.S. Holder of our common stock generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a Non-U.S. Holder will be required to provide an Internal Revenue Service Form W-8BEN certifying its entitlement to benefits under a treaty.

If a Non-U.S. Holder is engaged in a trade or business in the United States, and if dividends paid to the Non-U.S. Holder are effectively connected with the conduct of this trade or business (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment), the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraph, will generally be taxed in the same manner as a U.S. person. Such a Non-U.S. Holder will be required to provide a properly executed Internal Revenue Service Form W-8ECI in order to claim an exemption from withholding. A non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Gain on Disposition of Common Stock

Subject to the backup withholding rules discussed below, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of our common stock unless:

•  the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, or

•  we are or have been a U.S. real property holding corporation, as defined in the Code, at any time within the five-year period preceding the disposition or the Non-U.S. Holder’s holding period, whichever period is shorter, and our common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

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We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation.

If a Non-U.S. Holder is engaged in a trade or business in the United States and gain recognized by the Non-U.S. Holder on a sale or other disposition of our common stock is effectively connected with the conduct of such trade or business, the Non-U.S. Holder will generally be taxed in the same manner as a U.S. person, subject to an applicable income tax treaty providing otherwise. Non-U.S. Holders whose gain from dispositions of our common stock may be effectively connected with a conduct of a trade or business in the United States are urged to consult their own tax advisers with respect to the U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the Internal Revenue Service in connection with payments of dividends on our common stock. Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the Internal Revenue Service in connection with the proceeds from a sale or other disposition of our common stock and the Non-U.S. Holder may be subject to backup withholding on dividend payments on our common stock or on the proceeds from a sale or other disposition of our common stock. The certification procedures required to claim a reduced rate of withholding under a treaty described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Federal Estate Tax

Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, our common stock will be treated as U.S. situs property subject to U.S. federal estate tax.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated          , we and the selling stockholders have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. are acting as representatives, the following respective numbers of shares of common stock:

	Number
Underwriter	of Shares
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities Inc.
Robert W. Baird & Co.
Total		11,000,000

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock offered by us and the selling stockholders if they purchase any shares, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated.

The selling stockholders have granted to the underwriters a 30-day option to purchase on a pro rata basis up to 1,650,000 additional shares from the selling stockholders at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $      per share. The underwriters and selling group members may allow a discount of $      per share on sales to other broker/dealers. After the initial public offering the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we and the selling stockholders will pay:

	Per Share		Total
	Without	With	Without	With
	Over-Allotment	Over-Allotment	Over-Allotment	Over-Allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$
Underwriting Discounts and Commissions paid by the selling stockholders	$	$	$	$

We are paying all of the expenses of the selling stockholders in connection with this offering, other than underwriting discounts and commissions applicable to the shares sold by them.

The representatives have informed us and the selling stockholders that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered. The underwriters will not confirm sales to any accounts over which they exercise discretionary authority without first receiving a written consent from those accounts.

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act

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relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. for a period of 180 days after the date of this prospectus subject to customary exceptions, including a limited exception for the issuance of common stock in connection with future acquisitions or strategic investments. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. waives, in writing, such an extension.

Our officers, directors, the selling stockholders and all of our other stockholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. for a period of 180 days after the date of this prospectus, in each case other than the shares of our common stock sold by the selling stockholders in this offering and subject to customary exceptions. In addition, ACAS is permitted to pledge its shares of our common stock or securities exercisable for shares of our common stock to its lenders as long as such lenders also execute a lockup agreement. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. waives, in writing, such an extension.

We and the selling stockholders have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We have applied to list all of our common stock on the NASDAQ Global Market.

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•  Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

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•  Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in this offering.

•  Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

•  In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

In connection with the consummation of this offering, we expect to enter into new bank credit facilities with a group of lenders that will include some of the underwriters and affiliates of some of the underwriters, including J.P. Morgan Securities Inc. The underwriters may in the future perform investment banking, commercial banking and advising services for us and certain of our affiliates, including ACAS, from time to time for which they may in the future receive customary fees and expenses.

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NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the shares of our common stock which are the subject of this offering (the “Shares”) in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of the Shares are made. Any resale of the Shares in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the Shares.

Representations of Purchasers

By purchasing the Shares in Canada and accepting a purchase confirmation a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•  the purchaser is entitled under applicable provincial securities laws to purchase the Shares without the benefit of a prospectus qualified under those securities laws,

•  where required by law, that the purchaser is purchasing as principal and not as agent,

•  the purchaser has reviewed the text above under Resale Restrictions, and

•  the purchaser acknowledges and consents to the provision of specified information concerning its purchase of the Shares to the regulatory authority that by law is entitled to collect the information.

Further details concerning the legal authority for this information is available on request.

Rights of Action—Ontario Purchasers Only

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the Shares, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the Shares. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Shares. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the Shares were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Shares as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of the Shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the in their particular circumstances and about the eligibility of the           for investment by the purchaser under relevant Canadian legislation.

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NOTICE TO RESIDENTS OF THE
EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of the Shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of the Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) by the underwriters to fewer than 100 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of the Shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

Any person making or intending to make any offer within the EEA of the Shares which are the subject of the offering contemplated in this prospectus should only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer. Neither we nor the underwriters have authorised, nor do they authorise, the making of any offer of the Shares through any financial intermediary, other than offers made by underwriters which constitute the final offering of Shares contemplated in this prospectus.

For the purposes of this provision, and the buyer’s representation below, the expression an “offer to the public” in relation to the Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase the Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Buyer’s Representation

Each person in a Relevant Member State who receives any communication in respect of, or who acquires the Shares under, the offers contemplated in this prospectus will be deemed to have represented, warranted and agreed to and with each underwriter and us that:

(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b) in the case of the Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. has been given to the offer or resale; or (ii) where the Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of the Shares to it is not treated under the Prospectus Directive as having been made to such persons.

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NOTICE TO PROSPECTIVE INVESTORS IN SWITZERLAND

This document as well as any other material relating to the Shares which are the subject of the offering contemplated by this prospectus do not constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations. The Shares will not be listed on the SIX Swiss Exchange and, therefore, the documents relating to the Shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

The Shares are being offered in Switzerland by way of a private placement, i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase the Shares with the intention to distribute them to the public. The investors will be individually approached by the Issuer from time to time.

This document as well as any other material relating to the Shares is personal and confidential and do not constitute an offer to any other person. This document may only be used by those investors to whom it has been handed out in connection with the offering described herein and may neither directly nor indirectly be distributed or made available to other persons without express consent of the Issuer. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

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NOTICE TO PROSPECTIVE INVESTORS IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE

This document relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The Shares which are the subject of the offering contemplated by this prospectus may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Shares offered should conduct their own due diligence on the Shares. If you do not understand the contents of this document you should consult an authorised financial adviser.

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LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Davis Polk & Wardwell LLP, Menlo Park, California and by Latham & Watkins LLP, Menlo Park, California for the underwriters.

EXPERTS

The consolidated financial statements of Mirion Technologies, Inc. at June 30, 2009 and 2008, and for each of the three years in the period ended June 30, 2009, appearing in this prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, Washington, D.C. 20549, a Registration Statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the company and its common stock, reference is made to the Registration Statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov. The registration statement, including the exhibits and schedules thereto, are also available for reading and copying at the offices of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. 20006.

As a result of this offering, we will become subject to the full informational requirements of the Securities Exchange Act of 1934, as amended. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. We also maintain an Internet site at www.mirion.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

150

MIRION TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Mirion Technologies, Inc. Consolidated Financial Statements:
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive (Loss)/Income		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Mirion Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Mirion Technologies, Inc. and subsidiaries (the Company) as of June 30, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mirion Technologies, Inc. and subsidiaries at June 30, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — An Interpretation of FASB No. 109, effective July 1, 2007.

/s/ Ernst & Young LLP

San Francisco, California

January 15, 2010, except for Note 16 as to which the date is March 12, 2010

F-2

MIRION TECHNOLOGIES, INC.
Consolidated Balance Sheets
(in thousands, except par and share data)

													Pro Forma
										Pro Forma			As Adjusted
	June 30,						December 31,			December 31,			December 31,
	2008			2009			2009			2009			2009
							(unaudited)			(unaudited)			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	8,959		$	5,390		$	6,934		$	6,934		$	10,798
Restricted cash — current		1,455			1,515			2,997
Accounts receivable — net of allowance for doubtful accounts		36,710			40,165			50,168
Costs in excess of billings on uncompleted contracts		17,515			17,073			17,017
Receivables pledged to creditors		5,272			2,364			4,694
Inventories — net of provision for excess and obsolete inventory		36,092			33,728			34,919
Prepaid expenses and other current assets		3,859			5,253			10,404			10,404			3,840
Deferred cost of revenue		24,522			29,536			27,324
Deferred income taxes — current		5,691			5,541			6,787
Total current assets		140,075			140,565			161,244
Property, plant and equipment — net		17,618			18,080			18,682
Goodwill		147,678			139,021			140,407
Intangible assets — net		33,171			23,688			20,225
Restricted cash		3,909			4,532			3,907
Deferred income taxes		230			2,794			3,155
Other assets		1,696			1,074			920			920			2,854
Total assets	$	344,377		$	329,754		$	348,540		$	348,540		$	347,774
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,323		$	19,088		$	22,711
Accrued expenses and other current liabilities		34,802			35,008			30,872
Distribution payable to ACAS		—			—			—		$	191,790		$	—
Income taxes payable		2,840			1,452			1,657
Deferred contract revenue		53,539			62,031			66,747
Deferred income tax liabilities — current		1,831			736			850
Notes payable — current		9,033			6,442			5,177			5,177			15,835
Notes payable to ACAS — current		520			520			520			—			—
Total current liabilities		127,888			125,277			128,534
Notes payable to ACAS		172,666			169,560			183,270			—			—
Notes payable		1,200			762			622			622			75,920
Deferred income taxes		11,795			14,339			14,861
Other liabilities		11,676			12,969			13,573
Total liabilities		325,225			322,907			340,860			348,860			243,026
Commitments and contingencies (Note 9)
Stockholders’ equity:
Convertible Participating Preferred stock — $0.001 par value; Series A-1 authorized, 1,200,000 shares; issued and outstanding 678,804 shares at June 30, 2008 and 2009 and December 31, 2009 (unaudited); Series A-2 authorized, 300,000 shares; issued and outstanding 70,000 shares at June 30, 2008 and 2009 and December 31, 2009 (unaudited); none authorized, issued and outstanding, pro forma and pro forma as adjusted (unaudited)		1			1			1			—			—
Preferred stock — $0.001 par value; none authorized issued and outstanding, actual and pro forma; 1,500,000 shares authorized, pro forma as adjusted; none issued and outstanding, pro forma as adjusted (unaudited)		—			—			—			—			—
Common stock — $0.001 par value; Class A — authorized, 61,328,125 shares; issued and outstanding, 17,773 shares at June 30, 2008 and 2009 and December 31, 2009 (unaudited); none authorized, issued and outstanding, pro forma and pro forma as adjusted (unaudited); Class B — authorized, 17,171,875 shares; issued and outstanding 388,023 shares at June 30, 2008 and 2009 and December 31, 2009 (unaudited); none authorized, issued and outstanding, pro forma and pro forma as adjusted (unaudited)		—			—			—			—			—
Common stock, $0.001 par value; none authorized, issued and outstanding, actual; 78,500,000 shares authorized, pro forma and pro forma as adjusted (unaudited); 18,431,708 shares issued and outstanding, pro forma as adjusted (unaudited)		—			—			—			1			1
Additional paid-in capital		97,317			98,478			99,016			99,016			205,894
Accumulated deficit		(98,606	)		(102,561	)		(103,332	)		(111,332	)		(113,142	)
Accumulated other comprehensive income		20,440			10,929			11,995			11,995			11,995
Total stockholders’ equity (deficit)		19,152			6,847			7,680			(320	)		104,748
Total liabilities and stockholders’ equity	$	344,377		$	329,754		$	348,540		$	348,540		$	347,774

See notes to consolidated financial statements.

F-3

MIRION TECHNOLOGIES, INC.
Consolidated Statements of Operations
(in thousands, except share and per share data)

										Six Months Ended
	Years Ended June 30,									December 31,
	2007			2008			2009			2008			2009
										(unaudited)
Revenue	$	169,033		$	191,769		$	201,763		$	100,519		$	108,658
Cost of revenue		94,321			102,790			105,954			53,793			60,140
Gross profit		74,712			88,979			95,809			46,726			48,518
Operating expenses:
Selling, general and administrative expenses		59,449			63,177			65,649			31,310			33,754
Research and development		11,875			14,865			11,282			6,277			5,202
Total operating expenses		71,324			78,042			76,931			37,587			38,956
Income from operations		3,388			10,937			18,878			9,139			9,562
Interest income		(127	)		(143	)		(78	)		(47	)		(17	)
Interest expense		19,280			20,350			17,789			9,783			7,587
Other income, net		(1,001	)		(1,759	)		(490	)		71			(530	)
(Loss) Income before provision for income taxes		(14,764	)		(7,511	)		1,657			(668	)		2,522
Provision for income taxes		4,937			5,838			5,612			2,890			3,293
Net loss		(19,701	)		(13,349	)		(3,955	)		(3,558	)		(771	)
Paid-in-kind preferred dividends		(8,141	)		(8,993	)		(9,892	)		(4,864	)		(5,369	)
Net loss allocable to common stockholders	$	(27,842	)	$	(22,342	)	$	(13,847	)	$	(8,422	)	$	(6,140	)
Net loss per common share allocable to common stockholders per share — basic and diluted	$	(68.79	)	$	(55.14	)	$	(34.12	)	$	(20.75	)	$	(15.13	)
Weighted average number of shares used in computing net loss allocable to common stockholders — basic and diluted		404,717			405,159			405,796			405,796			405,796
Pro forma net loss per share allocable to common stockholders before conversion of preferred shares — basic and diluted							$	(0.90	)				$	(0.44	)
Pro forma net income per common share — basic							$	0.14					$	0.10
Pro forma net income per common share — diluted							$	0.12					$	0.08
Pro forma net income per common share — basic as adjusted							$	0.29					$	0.14
Pro forma net income per common share — diluted as adjusted							$	0.24					$	0.12
Shares used in computing pro forma net loss per share allocable to common stockholders before conversion of preferred stock — basic and diluted								8,205,796						8,205,796
Shares used in computing pro forma net income per share — basic and basic as adjusted								17,554,915						18,203,509
Shares used in computing pro forma net income per share — diluted and diluted as adjusted								20,975,551						21,680,432

See notes to consolidated financial statements.

F-4

MIRION TECHNOLOGIES, INC.

Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive (Loss)/Income

(in thousands, except share amounts)

	Convertible															Accumulated
	Participating									Additional						Other			Total
	Preferred Stock				Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Shares			Amount		Capital			Deficit			Income (Loss)			Equity
BALANCE — June 30, 2006		748,804	$	1		404,912			—	$	96,864		$	(65,556	)	$	4,110		$	35,419
Stock issued for compensation		—		—		9,384			—		130			—			—			130
Stock-based compensation		—		—		—			—		177			—			—			177
Repurchase of common stock		—		—		(9,775	)		—		(115	)		—			—			(115	)
Preferred stock dividend		—		—		—			—		(8,141	)		—			—			(8,141	)
Dividends distributable		—		—		—			—		8,141			—			—			8,141
Components of comprehensive loss:
Net loss		—		—		—			—		—			(19,701	)		—			(19,701	)
Unrecognized actuarial gains and prior service benefit, net of tax of $34		—		—		—			—		—			—			248			248
Foreign currency translation, net of tax of $0		—		—		—			—		—			—			5,105			5,105
Total comprehensive loss		—		—		—			—		—			—			—			(14,348	)
BALANCE — June 30, 2007		748,804		1		404,521			—		97,056			(85,257	)		9,463			21,263
Exercise of stock options		—		—		1,275			—		13			—			—			13
Stock-based compensation		—		—		—			—		248			—			—			248
Preferred stock dividend		—		—		—			—		(8,993	)		—			—			(8,993	)
Dividends distributable		—		—		—			—		8,993			—			—			8,993
Components of comprehensive loss:
Net loss		—		—		—			—		—			(13,349	)		—			(13,349	)
Unrecognized actuarial gains and prior service benefit, net of tax of $65		—		—		—			—		—			—			161			161
Foreign currency translation, net of tax of $0		—		—		—			—		—			—			10,816			10,816
Total comprehensive loss		—		—		—			—		—			—			—			(2,372	)
BALANCE — June 30, 2008		748,804		1		405,796			—		97,317			(98,606	)		20,440			19,152
Stock-based compensation		—		—		—			—		1,161			—			—			1,161
Preferred stock dividend		—		—		—			—		(9,892	)		—			—			(9,892	)
Dividends distributable		—		—		—			—		9,892			—			—			9,892
Components of comprehensive loss:
Net loss		—		—		—			—		—			(3,955	)		—			(3,955	)
Unrecognized actuarial losses and prior service benefit, net of tax of $22		—		—		—			—		—			—			(192	)		(192	)
Foreign currency translation, net of tax of $0		—		—		—			—		—			—			(9,319	)		(9,319	)
Total comprehensive loss		—		—		—			—		—			—			—			(13,466	)
BALANCE — June 30, 2009		748,804		1		405,796			—		98,478			(102,561	)		10,929			6,847
Stock-based compensation (unaudited)		—		—		—			—		538			—			—			538
Preferred stock dividend (unaudited)		—		—		—			—		(5,369	)		—			—			(5,369	)
Dividends distributable (unaudited)		—		—		—			—		5,369			—			—			5,369
Components of comprehensive income:
Net loss (unaudited)		—		—		—			—		—			(771	)		—			(771	)
Foreign currency translation, net of tax of $0 (unaudited)		—		—		—			—		—			—			1,066			1,066
Total comprehensive income (unaudited)		—		—		—			—		—			—			—			295
BALANCE — December 31, 2009 (unaudited)		748,804	$	1		405,796		$	—	$	99,016		$	(103,332	)	$	11,995		$	7,680

See notes to consolidated financial statements.

F-5

MIRION TECHNOLOGIES, INC.

Consolidated Statements of Cash Flows

(in thousands)

										Six Months Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
										(unaudited)
Operating activities:
Net loss	$	(19,701	)	$	(13,349	)	$	(3,955	)	$	(3,558	)	$	(771	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		16,302			14,182			12,479			6,272			6,321
Actuarial (gain) loss		(282	)		(226	)		208			—			—
Paid-in-kind interest expense		1,810			1,904			1,992			993			1,041
Stock-based compensation		307			248			1,161			625			538
Loss on disposal of property, plant and equipment		81			502			592			302			268
Amortization of loan fees, debt discounts and preferred stock discounts		568			785			522			262			236
Provision for doubtful accounts		96			30			140			69			25
Provision for deferred income taxes		(1,010	)		(1,238	)		(1,013	)		763			(916	)
Change in estimated fair value of derivative instruments		(14	)		9			(11	)		83			76
Changes in operating assets and liabilities:
Accounts receivable		9,639			(3,712	)		(6,401	)		(14,511	)		(9,614	)
Receivables pledged to creditors		(2,235	)		(2,389	)		2,273			(1,596	)		(2,315	)
Prepaid expenses and other current assets		133			1,928			(1,622	)		(835	)		(4,689	)
Inventories		(4,401	)		(2,236	)		(609	)		(576	)		(883	)
Other assets		1,616			350			112			25			(87	)
Deferred cost of revenue		2,338			(6,215	)		(7,569	)		(2,807	)		2,828
Costs in excess of billings on uncompleted contracts		(3,210	)		(9,532	)		2,663			7,525			(1,132	)
Accounts payable		(575	)		4,029			(3,771	)		(2,622	)		3,402
Accrued expenses and other current liabilities		378			1,809			2,688			4,740			(5,033	)
Income taxes payable		2,596			(6,338	)		(1,103	)		(2,396	)		206
Deferred contract revenue		(6,118	)		6,671			9,320			4,497			5,236
Other liabilities		(1,887	)		6,076			1,935			(98	)		428
Net cash (used in) provided by operating activities		(3,569	)		(6,712	)		10,031			(2,843	)		(4,835	)
Investing activities:
Purchases of property, plant and equipment		(4,316	)		(4,953	)		(6,649	)		(2,441	)		(3,354	)
Return of escrow funds		—			2,750			—			—			—
Change in restricted cash		(699	)		(1,093	)		(779	)		(614	)		(847	)
Net cash used in investing activities		(5,015	)		(3,296	)		(7,428	)		(3,055	)		(4,201	)
Financing activities:
Borrowings from notes payable to ACAS		15,259			13,780			6,600			5,800			12,684
Payments of notes payable to ACAS		(6,520	)		(3,520	)		(10,576	)		(193	)		(193	)
Net payments from notes payable to third parties		(282	)		(318	)		(298	)		(153	)		(157	)
Net borrowings (payments) under revolving credit facility		1,532			3,396			(1,556	)		2,108			(1,414	)
Proceeds from (repurchases) issuance of common stock		(115	)		13			—			—			—
Net cash provided by (used in) financing activities		9,874			13,351			(5,830	)		7,562			10,920
Effect of exchange rate changes on cash and cash equivalents		413			(945	)		(342	)		(344	)		(340	)
Net increase (decrease) in cash and cash equivalents		1,703			2,398			(3,569	)		1,320			1,544
Cash and cash equivalents at beginning of period		4,858			6,561			8,959			8,959			5,390
Cash and cash equivalents at end of period	$	6,561		$	8,959		$	5,390			10,279			6,934
Supplemental information:
Cash paid for interest	$	16,032		$	16,515		$	15,505		$	8,410		$	6,382
Cash paid for income taxes	$	3,324		$	7,179		$	6,277		$	4,518		$	5,394
Mirion common stock issued for compensation	$	130		$	—		$	—			—			—
Paid-in-kind preferred dividends	$	8,141		$	8,993		$	9,892		$	4,864		$	5,369

See notes to consolidated financial statements.

F-6

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

1.   ORGANIZATION AND OPERATIONS OF THE COMPANY

Mirion Technologies, Inc. (“Mirion” or the “Company”) is a global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Mirion was incorporated in October 2005 as Global Monitoring Systems, Inc. in the state of Delaware and subsequently changed its name to Mirion Technologies, Inc. in January 2006.

Mirion was formed through the combination of three companies: Global Dosimetry Solutions, Inc. (“GDS”), Imaging and Sensing Technology Corporation (“IST”) and Synodys SA (“Synodys”), all owned by American Capital, Ltd. and affiliates (together “ACAS”). The combination ( “Reorganization”) was effective as of December 31, 2005. Because the three companies were under the common control of ACAS, the Reorganization was accounted for by combining the assets, liabilities and accumulated deficit of the three companies at each company’s historical basis. The accompanying financial statements and related notes present the combined financial performance of the three companies.

The Company is headquartered in San Ramon, California, and has operations in the United States, Canada, the United Kingdom, France, Germany, Finland and China.

Basis of Presentation — The accompanying annual consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and negative cash flows from operations since its inception. At June 30, 2009, the Company had an accumulated deficit of $102.6 million, and approximately $170.1 million of debt obligations due to American Capital Financial Services (“ACFS”), a related party. The Company has negotiated extensions on the repayment of its debt obligations with ACFS. As more fully disclosed in Note 8, debt obligations due in 2010 to ACFS total $520,000, debt obligations due in 2011 to ACFS total approximately $9.7 million and debt obligations due in 2012 to ACFS total approximately $159.8 million.

Unaudited Pro Forma Information — If a public offering is consummated, all of the currently outstanding shares of Convertible Participating Preferred Stock will convert into 10,225,912 shares of common stock, and currently outstanding shares of Class A and Class B Common Stock will convert on a one-for-one basis to 405,796 shares of common stock based on the number of shares outstanding as of December 31, 2009. The accompanying consolidated balance sheets include unaudited pro forma balance sheet information to reflect the anticipated accrued distribution payable to its principal stockholder, ACAS, in addition to the conversion of the outstanding preferred and common stock. The accompanying consolidated balance sheets also include the unaudited pro forma balance sheet as adjusted to reflect the anticipated effects of the offering, the distribution payment to ACAS and new debt arrangements entered into concurrently with the offering.

F-7

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Unaudited pro forma balance sheet information has been included in the accompanying Consolidated Balance Sheets to give effect to the following adjustments:

													Pro forma —
							Pro forma						As Adjusted
	December 31,			Pro forma			December 31,			Additional			December 31,
Pro forma Balance Sheet Adjustments	2009			Adjustments			2009			Adjustments			2009
Assets:
Cash and cash equivalents	$	6,934		$	—		$	6,934		$	6,564	(e)	$	10,798
										$	83,256	(f)
										$	(85,956	)(g)
Prepaid expenses and other current assets	$	10,404		$	—		$	10,404		$	(6,564	)(e)	$	3,840
Other assets	$	920		$	—		$	920		$	(766	)(h)	$	2,854
										$	2,700	(f)
Total assets	$	348,540		$	—		$	348,540		$	(766	)	$	347,774
Liabilities and Stockholders’ Equity:
Distribution payable to ACAS	$	—		$	8,000	(a)	$	191,790		$	(8,000	)(e)	$	—
				$	97,834	(b)				$	(97,834	)(e)
				$	85,956	(b)				$	(85,956	)(g)
Notes payable — current	$	5,177			—		$	5,177		$	10,658	(f)	$	15,835
Notes payable to ACAS — current	$	520		$	(520	)(b)	$	—		$	—		$	—
Notes payable to ACAS	$	183,270		$	(183,270	)(b)	$	—		$	—		$	—
Notes payable	$	622		$	—		$	622		$	75,298	(f)	$	75,920
Total liabilities	$	340,860		$	8,000	(a)	$	348,860		$	(105,834	)	$	243,026
Preferred Stock	$	1		$	(1	)(c)	$	—					$	—
Common stock	$	—		$	1	(c)(d)	$	1					$	1
Additional paid-in capital	$	99,016		$	—		$	99,016		$	124,800	(e)	$	205,894
										$	(18,122	)(e)
										$	200	(i)
Accumulated deficit	$	(103,332	)	$	(8,000	)(a)	$	(111,332	)	$	(200	)(i)	$	(113,142	)
										$	(844	)(e)
										$	(766	)(h)
Accumulated other comprehensive income	$	11,995		$	—		$	11,995		$	—		$	11,995
Total stockholders’ equity (deficit)	$	7,680		$	(8,000	)	$	(320	)	$	105,068		$	104,748
Total liabilities and stockholders’ equity (deficit)	$	348,540		$	—		$	348,540		$	(766	)	$	347,774

(a) An $8.0 million increase in distribution payable to ACAS to reflect the accrual of an $8.0 million payment to ACAS to terminate an investment banking services agreement, with a corresponding increase in accumulated deficit. No tax benefit has been provided related to this expense because the Company is in a net operating loss position and has a full valuation allowance in the affected jurisdiction.

(b) A $183.8 million reduction in notes payable to ACAS to reflect the assumed distribution to ACAS in connection with this offering, with a corresponding increase in distribution payable to ACAS. Of this reduction, $97.8 million will be paid using proceeds of the offering and $86.0 million will be paid with proceeds from new third-party debt arrangements.

F-8

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

(c) The conversion of the outstanding shares of Series A Convertible Participating Preferred Stock into 10,225,912 shares of common stock as of December 31, 2009, based upon a conversion rate of 9.6288 for Series A-1 preferred stock and 8.8128 for Series A-2 preferred stock.

(d) The conversion of 17,773 outstanding shares of Class A Voting Common Stock and 388,023 outstanding shares of Class B Non-Voting Common Stock into 405,796 shares of common stock as of December 31, 2009. These shares will convert on a one-for-one basis.

Unaudited pro forma as adjusted balance sheet information has been included in the accompanying Consolidated Balance Sheets to give effect to the following factors in addition to those described above:

(e) The issuance and sale of 7,800,000 shares of common stock in this offering, at an assumed initial public offering price of $16.00 for gross proceeds of $124.8 million, and the receipt of the net proceeds of $106.7 million after deducting $18.1 million of underwriting discounts and commissions and estimated offering expenses paid or payable by the Company. Of the $18.1 million total offering costs paid or payable by the Company, $6.6 million were previously paid by the Company and have been included in prepaid expenses and other current assets. The pro forma as adjusted amounts include a decrease in prepaid expenses and other current assets to reflect the reclassification of these amounts to equity at the completion of the offering and the corresponding increase in cash and cash equivalents representing the amount of the net proceeds retained by the Company to offset offering costs already paid. The net proceeds from this offering were used to make payments to ACAS of $8.0 million and $97.8 million resulting in a reduction in the distribution payable to ACAS. The net proceeds from this offering were also used to make bonus payments of $0.8 million, with a corresponding increase in accumulated deficit. No tax benefit has been provided related to this expense as the Company is in a net operating loss position and has a full valuation allowance in the affected jurisdictions.

(f) A $75.3 million increase in notes payable and a $10.7 million increase in the current portion of notes payable, representing principal payments due within twelve months of executing the new notes, to reflect new debt arrangements entered into concurrently with the completion of this offering and the receipt of $83.0 million of cash, net of $2.7 million of loan origination fees incurred in connection with the new debt arrangements. These fees have been reflected as an increase in other assets.

(g)	A $86.0 million decrease in cash and cash equivalents and distribution payable to ACAS to reflect the distribution to ACAS made to repay debt obligations that were refinanced with a third party.
(h)	A $0.8 million decrease in other assets to reflect the expensing of loan origination fees previously capitalized in connection with the ACAS debt arrangements, with a corresponding increase in accumulated deficit. No tax benefit has been provided related to this expense because the Company is in a net operating loss position and has a full valuation allowance in the affected jurisdictions.

(i) A $0.2 million increase in additional paid-in capital and accumulated deficit to reflect the compensation expense associated with certain employee stock options that will vest upon this offering. No tax benefit has been provided related to this expense because the Company is in a net operating loss position and has a full valuation allowance in the affected jurisdictions. The compensation expense relates to unrecognized compensation expense associated with 54,111 unvested employee stock options granted in August 2008 that, under the original terms of the grant, vest ratably over four years from the date of grant, with accelerated vesting of any unvested shares upon consummation of an initial public offering. We estimated the value of these options on the date of grant using the Black-Scholes model and based on the valuation assumptions detailed in Note 13 to the consolidated financial statements. The pro forma as adjusted balance sheet has not been adjusted to reflect the compensation expense associated with 128,273 stock options that are expected to be granted to our employees and outside directors immediately following the pricing of this offering. These options are expected to have a four year vesting term, and the compensation expense assuming the offering occurred at the end of fiscal 2009 will be recognized ratably over the following four years. Additionally, the

F-9

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

pro forma as adjusted balance sheet has not been adjusted to reflect the compensation expense associated with performance-based call options with market conditions held by the Company’s Chief Executive Officer because the compensation expense associated with these options assuming the offering occurred at the end of fiscal 2009 will be recognized in subsequent periods based on the implied requisite service period for the market conditions (30 days subsequent to the offering for one-half of the shares, and 24 months subsequent to the offering for one-half of the shares).

The following table sets forth the computation of basic and diluted pro forma net (loss) income per common share and the pro forma net income per common share-as adjusted for the periods indicated (in thousands, except share and per share amounts):

	Year Ended			Six Months Ended
	June 30,			December 31,
	2009			2009
	(unaudited)
Numerator:
Net loss allocable to common stockholders	$	(13,847	)	$	(6,140	)
Interest expense from paydown of ACAS debt using proceeds of offering(1)		6,469			2,511
Pro forma net loss allocable to common stockholders before conversion of preferred shares		(7,378	)		(3,629	)
Effect of preferred stock dividends(2)		9,892			5,369
Pro forma net income allocable to common stockholders		2,514			1,740
Interest expense reduction from refinancing of ACAS debt(3)		4,363			2,188
Compensation expense from employee stock options and call options(4)		(1,779	)		(1,404	)
Pro forma net income allocable to common stockholders — as adjusted	$	5,098		$	2,524

F-10

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

	Year Ended		Six Months Ended
	June 30, 2009		December 31, 2009
	(unaudited)
Denominator:
Weighted average shares outstanding from conversion of Class A and B Voting Common Stock(5)		405,796		405,796
Common shares issued in offering(6)		7,800,000		7,800,000
Shares used in computing pro forma net loss per common share before conversion of preferred shares — basic and diluted(9)		8,205,796		8,205,796
Weighted average shares outstanding from conversion of convertible preferred stock(7)		9,349,119		9,997,713
Shares used in computing pro forma net income per common share — basic and basic as adjusted		17,554,915		18,203,509
Weighted average common shares outstanding from exercise of warrants(8)		3,420,636		3,420,636
Weighted average common share equivalents of stock option(9)		—		56,287
Shares used in computing pro forma net income per common share — diluted and diluted as adjusted		20,975,551		21,680,432

Footnotes:

(1)	The pro forma reduction in interest expense assumes the repayment of $97.8 million of ACAS debt using the net proceeds from this offering, giving effect to the elimination of the related interest expense as of the beginning of the period presented. The amount of interest expense eliminated by this adjustment is calculated from actual interest expense of $6.5 million and $2.5 million recorded in fiscal 2009 and for the six months ended December 31, 2009 in connection with the specific debt arrangements that will be repaid with the net proceeds of this offering. No tax expense has been provided related to this reduction in interest expense because the Company is in a net operating loss position and has a full valuation allowance in the affected jurisdictions.
(2)	The effect of preferred stock dividends is added back as a reduction to net loss allocable to common stockholders, assuming that all preferred stock has been converted into common shares as of the beginning of the period presented.
(3)	All ACAS debt not assumed to be repaid from the net proceeds from this offering is assumed to be refinanced with a loan from a third-party bank, at interest rates averaging approximately 6% lower than existing interest rates with ACAS giving effect to the elimination of the related interest expense as of the beginning of the period presented. The amount of interest expense eliminated by this adjustment is calculated by taking the difference between the actual interest expense of $10.3 million and $4.7 million recorded in fiscal 2009 and for the six months ended December 31, 2009 in connection with the specific debt arrangements that will be repaid with the net proceeds of the new debt arrangements entered into concurrently with the completion of this offering and the interest expense on the new debt arrangements, calculated as the total of the new debt arrangements of $86.0 million multiplied by the average interest rate on those arrangements of approximately 6.5% and 6.0% for fiscal 2009 and the six months ended December 31, 2009. No tax expense has been provided related to this reduction in interest expense because the Company is in a net operating loss position and has a full valuation allowance in the affected jurisdictions.

F-11

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

(4) The pro forma increase in compensation expense associated with employee stock options and call options reflects:

•  A compensation charge associated with 128,273 stock options that are expected to be granted to the Company’s employees and outside directors immediately following the pricing of this offering at an exercise price equal to the initial public offering price. The value of these options was estimated to be $0.9 million using the Black-Scholes option pricing model and key assumptions are as follows: expected option term of 7 years, risk-free interest rate will be updated at the date of grant but is currently estimated to be 3.1%, dividend yield of 0%, volatility will be updated at the date of grant but is currently estimated to be 38.7% and an exercise price and fair value of $16.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). Compensation expense will be recognized on these options over an expected four year vesting term, and as such, the compensation expense for fiscal 2009 was assumed to be 25% of the total value, or $0.2 million. Compensation expense for the six months ended December 31, 2009 was assumed to be 12.5% of the total value, or $0.1 million.

•  A compensation charge associated with 463,794 performance-based call options with market conditions held by Thomas D. Logan, the Company’s Chief Executive Officer. These options contain vesting provisions based upon successful completion of an initial public offering or change in control and achievement by ACAS of certain internal rates of return or returns on investment. The value of these options was estimated to be $2.1 million using a Monte Carlo simulation model and key assumptions are as follows: at the January 1, 2006 modification, expected option term of 4.5 years, risk-free interest rate of 4.3%, dividend yield of 0%, volatility of 41.8%, exercise price of $10.45 per share and fair value of $2.22 per share; at the December 7, 2007 modification, expected option term of 2.6 years, risk-free interest rate of 3.1%, dividend yield of 0%, volatility of 39.8%, exercise price of $10.45 per share and fair value of $4.44 per share. The compensation expense associated with these options for fiscal 2009 and the six months ended December 31, 2009 was estimated to be $1.5 million and $1.3 million, respectively, based on the implied requisite service period for the market conditions (30 days for one-half of the shares, and 24 months for one-half of the shares).

(5) The weighted average common shares outstanding from the conversion of common stock assumes the conversion of all outstanding shares of Class A Voting Common Stock and Class B Non-Voting Common Stock on a one-for-one basis into 405,796 shares of common stock.

(6) Includes all common shares issued in connection with this offering. Because distribution to ACAS, the Company’s principal stockholder, consisting of obligations under existing debt arrangements of $183.8 million and amounts due of $8.0 million to terminate an existing investment banking services agreement, exceed the Company’s earnings plus gross proceeds from this offering of $124.8 million, all common shares are included in the calculation under existing rules on pro forma calculations. Following is a calculation of the deemed dividend in excess of proceeds from this offering (in thousands):

Gross proceeds from offering	$	124,800
Distributions to ACAS:
Termination of investment banking services agreement		(8,000	)
Repayment of notes payable to ACAS from proceeds of offering		(97,834	)
Repayment of notes payable to ACAS from new debt arrangements		(85,956	)
Total distribution to ACAS		(191,790	)
Last twelve months earnings*		—
Excess of dividend to be paid over proceeds from offering		(66,990	)

*  The Company has generated losses in all periods reported and; therefore, there is no impact to this calculation.

F-12

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

(7) The weighted average common shares outstanding from the conversion of preferred stock assumes the conversion of all outstanding convertible preferred stock into common stock, including the conversion into common stock of all accrued and unpaid paid-in-kind dividends on convertible preferred stock. The 9,349,119 weighted average at June 30, 2009 is comprised of 864,307 A-1 preferred shares, which includes 185,503 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 9.6288 and 116,522 A-2 preferred shares, which includes 46,522 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 8.8128. The 9,997,713 weighted average at December 31, 2009 is comprised of 917,558 A-1 preferred shares, which includes 238,754 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 9.6288 and 131,937 A-2 preferred shares, which includes 61,937 accrued but unpaid paid-in-kind dividends, which are convertible at a rate of 8.8128. The increase in number of preferred shares between periods is due to the monthly accrual of preferred dividends which are paid in the form of additional shares of convertible preferred stock.

(8) These warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by the Company’s Board of Directors. Our Board of Directors has resolved that all of these warrants will become exercisable upon the consummation of this offering.

(9) The shares used in computing pro forma net loss per common share before conversion of preferred shares — diluted for the year ended June 30, 2009 and the six months ended December 31, 2009 exclude options to purchase 962,944 shares of common stock because the Company recorded a pro forma net loss allocable to common stockholders before conversion of preferred shares, and therefore the impact of such shares would be anti-dilutive. The shares used in computing pro forma net loss per common share — diluted and diluted as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 exclude options to purchase 962,944 and 700,467 shares of common stock, respectively, because the effect would be anti-dilutive. 962,944 and 667,955 of these shares were excluded for the year ended June 30, 2009 and the six months ended December 31, 2009, respectively, because the option exercise prices exceeded the average market value of the Company’s common stock during the period. 32,512 of these shares were excluded for the six months ended December 31, 2009 because after applying the treasury stock method of calculating earnings per share, the impact would be anti-dilutive. The shares used in computing pro forma net loss per common share before conversion of preferred shares — diluted and pro forma net income per common share — diluted and diluted as adjusted for the year ended June 30, 2009 and the six months ended December 31, 2009 also exclude options to purchase 128,273 shares of common stock which are expected to be granted immediately following the pricing of this offering because their impact would be anti-dilutive, either because the company generated a net loss or because after applying the treasury stock method of calculating earnings per share, the impact would be anti-dilutive.

Unaudited Interim Financial Information — The accompanying unaudited interim consolidated balance sheet as of December 31, 2009, the consolidated statements of operations and cash flows for the six month periods ended December 31, 2008 and 2009, and the consolidated statement of changes in stockholders’ equity and comprehensive income for the six months ended December 31, 2009 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments consisting of normal recurring accruals considered necessary to present fairly the company’s financial position at December 31, 2009, and the results of operations and cash flows for the six months ended December 31, 2008 and 2009. The results of operations for the six months ended December 31, 2009 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010.

F-13

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents — The Company considers all cash on deposit, money market accounts and highly liquid debt instruments purchased with original maturities of three months or fewer to be cash and cash equivalents. Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that are readily convertible to cash.

The Company invests its excess cash with high credit quality financial institutions. The Company reviews its investments in money market accounts or other instruments for potential impairment on a regular basis. As part of the evaluation process, the Company considers the credit ratings of these securities and its intent and ability to hold the investment for a period of time sufficient to allow for any anticipated improvement in financial condition.

Restricted Cash — The Company maintains restricted cash and cash equivalent accounts held with financial institutions to support performance bonds with irrevocable letters of credit for contractual obligations to certain customers.

Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. The Company has an allowance for doubtful accounts of $223,000, $135,000 and $48,000 (unaudited) as of June 30, 2008 and 2009 and December 31, 2009.

Accounts Receivable Securitization — The Company sold certain of its European-based accounts receivable without recourse to an unrelated third-party financial institution. The securitization agreement allowed the operating subsidiaries participating in the securitization program to receive a cash payment for sold receivables, less a fee paid of 5%. In accordance with the Financial Accounting Standards Board (“FASB”) issued authoritative guidance on accounting for transfers and servicing of financial assets and extinguishments of liabilities, the accounts receivable balances that were sold were determined to not have been legally isolated from the transferor. The uncollected balances of $864,000, $0 and $0 (unaudited) are therefore included in accounts receivable and notes payables as of June 30, 2008 and 2009 and December 31, 2009. Fees incurred in connection with the factoring arrangement were recorded as part of selling, general and administrative expenses and totaled $154,000, $158,000, $1,000, $1,000 (unaudited) and $1,000 (unaudited) in fiscal 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009.

The Company also has arrangements with several French financial institutions for borrowings which are effectively secured by the Company’s French subsidiary’s accounts receivables. Borrowings outstanding at June 30, 2008 and 2009 and December 31, 2009 were $5.3 million, $2.4 million and $4.7 million (unaudited), which were equal to the accounts receivables pledged. As the financial institutions have the right to sell or repledge the collateral, the Company records these accounts receivables to “Receivables pledged to creditors” in the consolidated balance sheets in accordance with FASB-issued authoritative guidance on accounting for transfer of servicing of financial assets and extinguishments of liabilities.

Inventories — Inventories are stated at the lower of cost or market. Cost is computed using actual costs or standard costs that approximate actual cost, determined on a first-in, first-out basis. The Company records inventory provisions for excess and obsolete inventories, as determined by either future demand forecasts or historical demand trends.

Deferred Cost of Revenue — Deferred cost of revenue consists of completed products shipped to customers for which the related revenue has been deferred pending completion of services or determination that all customer-specific acceptance criteria have been met. The deferred costs are recognized in cost of

F-14

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

revenue in the same period that the related revenues are recognized. The Company evaluates the carrying value of deferred cost of revenue on a lower of cost or market basis, consistent with its evaluation of the carrying value of the related products.

Property, Plant and Equipment — Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment acquired through the acquisition of a business are recorded at their estimated fair value at the date of acquisition.

Depreciation is computed when assets are placed into service using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on the straight-line method over the shorter of the related lease term or estimated useful life of the improvements. Repair and maintenance costs are expensed as incurred.

Estimated useful lives of property, plant and equipment are as follows:

Buildings and leasehold improvements	3–39 years
Machinery and equipment	5–15 years
Furniture, fixtures, computer equipment and software	3–10 years

Goodwill and Purchased Intangible Assets — Goodwill is recorded as the excess of the acquisition purchase price over the fair value of net tangible and identifiable intangible assets acquired. In accordance with FASB-issued authoritative guidance on goodwill and other intangible assets, goodwill is not amortized but is tested for impairment on an annual basis or more frequently if indicators of potential impairment arise. The Company has tested goodwill for impairment based on an evaluation of the Company’s five operating segments, which are also reporting units. Based on the impairment tests performed, there was no impairment of goodwill in fiscal 2007, 2008 or 2009 and no impairment indicators have been identified through December 31, 2009 (unaudited). Purchased intangible assets other than goodwill are amortized using a straight-line or an accelerated method over their estimated useful lives, which range from three to seventeen years. Remaining useful lives of definite-lived intangible assets are evaluated on a periodic basis to determine whether events or circumstances warrant a revision to the remaining estimated amortization period.

Impairment of Long-Lived Assets — The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset as compared to its carrying value. If an asset is determined to be impaired, the Company measures the amount of any impairment as the difference between the carrying amount and the fair value of the impaired asset. No impairment indicators have been identified through June 30, 2009 and December 31, 2009 (unaudited).

Facility and Equipment Decommissioning Liabilities — The Company accounts for asset retirement obligations (primarily equipment and facility decommissioning costs) in accordance with FASB-issued authoritative guidance on accounting for asset retirement obligations. This guidance requires that the estimated fair value of liabilities for asset retirement obligations (“ARO”) be recognized in the period in which they are incurred. A corresponding increase to the carrying value of the related asset is recorded and depreciated over the useful life of the asset. The estimates are based principally on legal and regulatory requirements. The amount of the liability is subject to remeasurement at each reporting period. The Company’s estimates of its ultimate asset retirement obligation could change as a result of changes in regulations, the extent of environmental remediation required, the means of reclamation, cost estimates, or time period estimates. Changes in estimates are accounted for prospectively from the period in which the estimate is revised.

As of June 30, 2008 and 2009 and December 31, 2009, the Company’s ARO liabilities totaled $423,000, $422,000 and $446,000 (unaudited) and were included in other long-term liabilities. Accretion expense related

F-15

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

to these liabilities was $26,000, $30,000, $31,000, $15,000 (unaudited) and $17,000 (unaudited) in fiscal 2007, 2008 and 2009 and for the six months ended December 31, 2008 and 2009.

Revenue Recognition — The Company recognizes revenue from sales contracts in accordance with FASB-issued authoritative guidance on revenue recognition. Under this guidance, revenue is recognized when there is persuasive evidence of an arrangement, product delivery has occurred or services have been provided, the sales price is fixed or determinable and collectability is reasonably assured. For sales contracts that contain customer-specific acceptance provisions, revenue and the related costs are deferred until the customer has indicated successful completion of site acceptance tests or the Company has otherwise determined that all customer-specific acceptance criteria have been met. In the Health Physics and Radiation Monitoring Systems segments, the Company performs detailed factory acceptance testing on completed products which in some instances is sufficiently extensive and reliable to demonstrate that its products meet all of the customer-specified objective acceptance criteria set forth in its sales arrangements. In such instances, the Company’s policy is to recognize revenue based on the product’s delivery terms and prior to the receipt of notification of formal acceptance from the customer. For sales contracts that contain multiple deliverables, such as equipment and commissioning services, the Company recognizes revenue and the related costs as each element is delivered or completed based upon its relative fair value. In instances where the Company has not established fair value for any undelivered element, revenue for all elements is deferred until delivery of the final element is complete and all recognition criteria are met. All amounts billed to a customer related to shipping and handling are classified as revenue, while all costs incurred by the Company for shipping and handling are classified as cost of revenue. Provisions and allowances for discounts to customers, estimated sales returns, service cancellations and other adjustments are provided for in the same period that the related revenue is recorded.

Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establishes minimum order requirements. These arrangements do not provide stock rotation or price protection rights. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are provided for in the same period that the related sale is recorded.

Revenue from certain fixed price contracts in the Sensing Systems and Imaging Systems divisions that involve customization of equipment to customer specifications is recognized in accordance with FASB-issued authoritative guidance on accounting for performance of construction-type and certain production-type contracts, using the percentage-of-completion method measured by the cost-to-cost method. The cost-to-cost method is used because management considers incurred costs to be the best available measure of progress on these contracts. Contract costs include all direct materials and labor costs, as well as indirect costs related to contract performance. Changes in job performance, job conditions and estimated profitability result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined. Revenue earned in excess of billings on contracts in progress (underbillings) is classified as a current asset. Amounts billed in excess of revenue earned (advance billings) are classified as a current liability and included in deferred contract revenue.

Revenue from the Company’s Dosimetry Services division is of a subscription nature, with passive dosimetry and analytical services provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Services are provided principally through film and thermo luminescent dosimeter badges that are worn by the customer’s personnel and returned to the Company for analysis. The Company believes that badge production, badge wearing, badge analysis and report preparation are all integral to the benefit that the Company provides to its customers, and therefore, the service period is defined as the period over which all of these services are provided. Revenue and the related costs are recognized on a straight-line basis over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Many

F-16

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

customers pay for these measuring and monitoring services in advance. The amounts are recorded as deferred contract revenue in the balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations.

Derivative and Hedging Activities — The Company uses certain derivative financial instruments to help manage its risk or exposure to changes in interest rates in relation to variable rate debt and foreign currency exchange rate fluctuations. The Company records these derivatives at fair value in the balance sheets as either an asset or a liability as required by FASB-issued authoritative guidance on the accounting for derivative instruments and hedging activities. The Company did not meet the hedge criteria for these existing derivatives, so any changes in fair value are recognized in earnings as incurred. As of June 30, 2008 and 2009 and December 31, 2009, the Company has recorded other assets (liabilities) of $73,000, $(21,000) and $(3,000) (unaudited) to reflect the fair value of the Company’s interest rate swap. The Company has recorded gains (losses) of $14,000, $(9,000), $(83,000), $(8,000) (unaudited) and $18,000 (unaudited) in other income, net for fiscal 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009. The swap had an initial notional value of $1.8 million that declines through expiration in November 2012. The notional amount was $1.1 million and $0.9 million (unaudited) at June 30, 2009 and December 31, 2009.

On January 1, 2009 the Company executed a series of foreign currency window contracts to mitigate currency exposure on sales contracts due to fluctuations in the euro/U.S. dollar exchange rate. Each window is an agreement to sell the U.S. dollar and purchase euros. There were a total of 17 contracts to sell $5.8 million and purchase €4.2 million from February 2, 2009 through September 18, 2009. As of June 30, 2009, the Company has recorded other assets of $94,000 to reflect the fair value of the Company’s foreign currency window contracts. The Company recognized in earnings a total net gain of $94,000 and a total net loss of $94,000 (unaudited) on foreign currency window forward contracts not designated as hedging instruments in accordance with FASB issued authoritative guidance on accounting for derivative instruments and hedging activities, during the year ended June 30, 2009 and the six months ended December 31, 2009.

Stock-Based Payment — The Company recognizes compensation expense for the fair value of all stock-based awards granted to employees and directors in exchange for services over the requisite service period, which is typically the vesting period. The fair value of stock options with time and performance-based vesting criteria is estimated using the Black-Scholes-Merton option valuation model. The fair value of stock options with market-based vesting criteria is estimated using a Monte Carlo simulation model. This model requires the input of subjective assumptions, including estimated stock volatility, risk-free interest rate and the expected life of each award. Furthermore, this guidance requires the Company to estimate forfeitures of each award. The Company amortizes the fair value using the straight-line method over the requisite service period.

Prior to July 1, 2005, the Company measured compensation expense for its employee stock-based compensation plans using the intrinsic value method. As the exercise price of all options granted under this plan was at or above the estimated market price of the underlying common stock on the date of grant, no stock-based compensation cost was recognized in the consolidated statements of operations.

The Company adopted updated FASB-issued authoritative guidance on July 1, 2005 on stock based payment using the modified prospective transition method. This method requires the recognition of compensation cost for all stock-based payments that are unvested as of July 1, 2005. The cost related to stock-based compensation included in the determination of consolidated net loss for the twelve months ended June 30, 2007, 2008 and 2009 includes all awards outstanding that are vesting during those periods. In connection with the Reorganization, on January 1, 2006 stock options of the three predecessor companies were exchanged for stock options in Mirion. Under FASB-issued authoritative guidance on stock-based payment, the exchange was deemed a modification, resulting in incremental compensation expense of $749,000 recorded at January 1, 2006 for those options that were vested as of January 1, 2006. For the unvested options at January 1, 2006, incremental compensation expense of $618,000 is being expensed over the remaining vesting period of approximately two years.

F-17

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Advertising Costs — The Company expenses advertising costs in the period incurred.

Accounting for Income Taxes — The determination of the Company’s tax provision is subject to judgments and estimates due to the complexity of the tax law that the Company is subject to in several tax jurisdictions. Earnings derived from the Company’s international business are generally taxed at rates that are different than U.S. rates, resulting in an effective tax rate different than the U.S. statutory tax rate of 34%. The ability to maintain the Company’s current effective tax rate is contingent on existing tax laws in both the United States and the respective countries in which the Company’s international subsidiaries are located. In addition, a decrease in the percentage of the Company’s total earnings from international business or a change in the mix of international business among particular tax jurisdictions could alter the Company’s overall effective tax rate.

Income taxes are accounted for under the asset and liability method in accordance with FASB-issued authoritative guidance on accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the tax bases of assets and liabilities and their financial statement carrying amounts, and consideration is given to operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The FASB issued authoritative guidance on accounting for income taxes also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. The Company has provided a valuation allowance of $27.6 million as of June 30, 2008 and $31.4 million as of June 30, 2009 primarily on its U.S. jurisdiction deferred tax assets.

On July 1, 2007, the Company adopted FASB-issued authoritative guidance on accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result of the implementation of this guidance, the Company recognizes the tax liability for uncertain income tax positions on the income tax return based on the two-step process prescribed in the interpretation. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating these amounts requires the Company to determine the probability of various possible outcomes. The Company evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit, and new exposures. If the Company later determines that its exposure is lower or that the liability is not sufficient to cover its revised expectations, the Company adjusts the liability and effects a related change in its tax provision during the period in which it makes such determination.

Defined Benefit Pension Plans and Other Employee Benefits — The Company has defined benefit pension plans that cover the majority of its employees in France and Germany. The Company also has a postretirement plan that provides for the reimbursement of a portion of medical and life insurance premiums for certain retirees and eligible dependents. The accounting for these plans is subject to the guidance provided in FASB-issued authoritative guidance on employers’ accounting for defined benefit pension and other postretirement plans.

Plan liabilities are revalued annually based on assumptions relating to the long-term rate of return on plan assets, discount rates used to measure future obligations and expenses, salary-scale inflation rates, health care cost trend rates, mortality and other assumptions. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation; however, actual results may differ

F-18

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

substantially from the Company’s estimates. For pension plans, accumulated gains and losses and prior service costs are recognized in income when incurred.

Use of Estimates — The Company’s consolidated financial statements are prepared in conformity with generally accepted accounting principles, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to the valuation of fixed assets, including depreciable lives assigned, the estimated earnings on contracts in progress, accruals, stock-based compensation costs, pension and post-employment benefit costs, fair value of derivatives, future cash flows associated with impairment testing of goodwill and other long-lived assets, credit worthiness of customers, uncertain tax positions, tax valuation allowances and legal, environmental and insurance matters. Management believes that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results could differ from the original estimates.

Fair Value of Financial Instruments — The Company has evaluated the estimated fair value of financial instruments using available market information and management estimates. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts. The fair value of the Company’s cash, cash equivalents, short-term investments, accounts receivable and other current and noncurrent liabilities approximate their carrying amounts due to the relatively short maturity of these items. The fair values of the debt instruments are estimated using a discounted cash flow analysis with an interest rate similar to that of current market borrowing arrangements. The estimated fair value of the Company’s debt instruments is $181.0 million, $162.8 million and $180.0 million (unaudited) as of June 30, 2008 and 2009 and December 31, 2009.

Fair Value — Effective July 1, 2008, the Company adopted the provisions of FASB issued authoritative guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The fair value criteria are primarily applied prospectively upon adoption of this guidance. FASB-issued authoritative guidance on fair value measurements was effective for fiscal years beginning November 15, 2007. In February 2008, the FASB issued further guidance on fair value measurements, delaying the effective date of this guidance for non financial assets and non financial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis. The delayed portions of this guidance will be adopted by the Company beginning in the first quarter of its fiscal year ending June 30, 2010 and the Company does not expect the adoption of those delayed portions to have a material impact on the Company’s consolidated financial statements. The adoption of FASB-issued authoritative guidance on fair value measurements for financial assets and liabilities did not have a material impact on the Company’s consolidated financial statements.

FASB-issued authoritative guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under this guidance are described below:

Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2 — Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3 — Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

F-19

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table summarizes the financial assets and liabilities of the Company measured at fair value on a recurring basis in accordance with FASB-issued authoritative guidance on fair value measurements (in thousands):

	Balance
	as of			Fair Value Measurements at
	June 30,			June 30, 2009 Using
	2009			Level 1		Level 2			Level 3
Assets (Long Term Liabilities):
FX forward rate contracts	$	94			—	$	94			—
Interest rate swaps	$	(21	)		—	$	(21	)		—

	Balance
	as of			Fair Value Measurements at
	December 31,			December 31, 2009 Using
	2009			Level 1		Level 2			Level 3
				(unaudited)
Liabilities:
Interest rate swaps	$	(3	)		—	$	(3	)		—

Foreign Currency Translation — Local currencies are the functional currencies for substantially all of the Company’s foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of other income, net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet reporting date. Income and expenses are translated at the average monthly exchange rates during the year. Gains and losses on foreign currency translations are reported as a component of other comprehensive income. Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested. The income tax effect of currency translation adjustments related to foreign subsidiaries from certain subsidiaries and joint ventures that are not considered indefinitely reinvested is recorded as a component of deferred taxes with an offset to other comprehensive income.

Concentrations of Risk — The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to significant credit risk related to cash.

The Company sells its products and services mainly to large private and governmental organizations in the Americas, Europe, Middle East and Asia Pacific regions. The Company performs ongoing evaluations of its customers’ financial conditions and limits the amount of credit extended when deemed necessary. The Company generally does not require its customers to provide collateral or other security to support accounts receivable.

No single customer represented more than 10% of consolidated revenue for fiscal 2007, 2008 or 2009, nor for the six months ended December 31, 2008 or 2009 (unaudited).

Net Loss Per Common Share — The Company calculates net loss per common share in accordance with FASB-issued authoritative guidance on the computation of earnings per share. Under this guidance, basic loss per common share is calculated by dividing net loss allocable to common stockholders by the weighted-average number of common shares outstanding for the period using the two-class method. Under the two-class method, net income is allocated between common stock and convertible preferred stock as it is deemed to be a participating security based on its participation rights. Diluted loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common and potential dilutive securities outstanding during the period if the effect is dilutive. The numerator of diluted

F-20

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

earnings per share is calculated by starting with income allocable to common stock under the two-class method and adding back income allocable to preferred stock to the extent they are dilutive. Potential common shares consist of incremental shares of common stock issuable upon the exercise of the stock options and warrants and upon conversion of preferred stock.

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts):

										Six Months Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
										(unaudited)
Numerator:
Net loss	$	(19,701	)	$	(13,349	)	$	(3,955	)	$	(3,558	)	$	(771	)
Effect of preferred stock dividends		(8,141	)		(8,993	)		(9,892	)		(4,864	)		(5,369	)
Net loss allocable to common stockholders	$	(27,842	)	$	(22,342	)	$	(13,847	)	$	(8,422	)	$	(6,140	)
Denominator:
Weighted average common shares outstanding (basic)		404,717			405,159			405,796			405,796			405,796
Effect of dilutive securities		—			—			—			—			—
Weighted average common shares outstanding (diluted)		404,717			405,159			405,796			405,796			405,796
Net loss per share:
Basic and Diluted	$	(68.79	)	$	(55.14	)	$	(34.12	)	$	(20.75	)	$	(15.13	)

The computation of basic loss per share excludes the conversion of Convertible Participating Preferred Stock as the Company has net losses and therefore the effect of applying the two-class method is anti-dilutive. The computation of dilutive shares outstanding excludes the common equivalent shares related to paid-in-kind dividends, conversion of the Convertible Participating Preferred Stock, stock options and warrants as the Company had net losses and the effect would be anti-dilutive.

The following table shows the weighted-average common equivalent shares related to paid-in-kind dividends, the conversion of Convertible Participating Preferred Stock, stock options and warrants that would have been included in diluted earnings per share had the Company recorded net income as of the respective dates:

							Six Months Ended
	Year Ended June 30,						December 31,
	2007		2008		2009		2008		2009
							(unaudited)
Weighted Average Common Share Equivalents of Potentially Dilutive Securities:
Convertible preferred stock, including paid-in-kind dividends		7,818,351		8,546,536		9,349,119		9,135,454		9,997,713
Stock options		3,493		16,056		—		—		56,287
Warrants		3,420,636		3,420,636		3,420,636		3,420,636		3,420,636
Total		11,242,480		11,983,228		12,769,755		12,556,090		13,474,636

New Accounting Pronouncements

In February 2007, the FASB issued authoritative guidance on the fair value option for financial assets and financial liabilities. This guidance provides the option to measure, at fair value, eligible financial instrument items using fair value, which are not otherwise required to be measured at fair value. The irrevocable decision

F-21

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

to measure items at fair value is made at specified election dates on an instrument-by-instrument basis. Changes in that instrument’s fair value must be recognized in current earnings in subsequent reporting periods. If elected, the first measurement to fair value is reported as a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. The Company did not elect to measure eligible assets at fair value. The guidance was effective for the Company beginning in its fiscal year ending June 30, 2009.

In December 2007, the FASB issued authoritative guidance on business combinations. This guidance will significantly change the accounting for future business combinations after adoption. FASB-issued authoritative guidance on business combinations establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including contingent liabilities) and any non controlling interest in the acquired business. This guidance also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FASB-issued authoritative guidance on business combinations is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. This statement was effective for the Company beginning in its fiscal year ending June 30, 2010. Adoption of this guidance did not have a material impact on the consolidated financial statements.

In June 2008 the FASB issued authoritative guidance on determining whether instruments granted in stock-based payment transactions are participating securities. This guidance states that unvested stock-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FASB-issued authoritative guidance on determining whether instruments granted in stock-based payment transactions are participating securities is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this guidance. Earlier adoption is prohibited. This guidance was adopted by the Company beginning in its fiscal year ending June 30, 2010, as required. Adoption of this guidance did not have a material impact on the consolidated financial statements.

In October 2008, the FASB issued authoritative guidance on determining the fair value of a financial asset when the market for that asset is not active. This guidance clarified the application of, and demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. This guidance was effective upon issuance, including prior periods for which financial statements had not been issued. The implementation of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2008, the FASB issued authoritative guidance on employers’ disclosures about postretirement benefit plan assets, which is effective for fiscal years ending after December 15, 2009. This guidance requires additional disclosures such as: the investment allocation decision making process; the fair value of each major category of plan assets; inputs and valuation techniques used to measure the fair value of plan assets; and significant concentrations of risk within plan assets. This guidance was adopted by the Company beginning in its fiscal year ending June 30, 2010, as required. Adoption of this guidance did not have a material impact on the consolidated financial statements.

In April 2009, the FASB issued authoritative guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This guidance provides additional guidance for estimating fair value when the market activity for an asset or liability has declined significantly. This guidance is effective for interim and annual periods ending after June 15, 2009 and will be applied prospectively. The implementation of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

F-22

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

In March 2008, the FASB issued authoritative guidance on disclosures about derivative instruments and hedging activities. This guidance requires disclosure of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This guidance is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This guidance was adopted by the Company at the beginning of the third quarter of its fiscal year ending June 30, 2009, as required.

In April 2009, the FASB issued authoritative guidance on recognition and presentation of other-than-temporary impairments. This guidance establishes a new method for recognizing and reporting other-than-temporary impairment of debt securities and also contains additional disclosure requirements for both debt and equity securities. This guidance is effective for interim and annual periods ending after June 15, 2009. The implementation of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued authoritative guidance on interim disclosures about fair value of financial instruments. This guidance amends previous guidance on, disclosures about fair value of financial instruments, to require an entity to provide disclosures about the fair value of financial instruments in interim financial information. This guidance also amends FASB-issued authoritative guidance on interim financial reporting, to require those disclosures in summarized financial information at interim reporting periods. This guidance is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. This guidance was adopted by the Company beginning in its first quarter of fiscal year 2010. Adoption of this guidance did not have a material impact on the consolidated financial statements.

In May 2009, the FASB issued authoritative guidance on subsequent events. This guidance is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date — that is, whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim and annual periods ended after June 15, 2009 and should be applied prospectively. The adoption of FASB-issued authoritative guidance on subsequent events on July 1, 2008 did not have an impact on the Company’s financial position or results of operations. The Company determined that the basis for the date through which the entity has evaluated subsequent events represents the date the financial statements were issued: October 15, 2009. Details of subsequent events can be found in Notes 8 and 16 to these consolidated financial statements.

In June 2009, FASB issued authoritative guidance on the FASB accounting standards codification and the hierarchy of generally accepted accounting principles. This guidance establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States (U.S. GAAP). This statement was effective for the Company’s first quarter of fiscal 2010. As the Codification is not intended to change or alter existing U.S. GAAP, implementation of this guidance did not impact on its consolidated financial statements.

In October 2009, the FASB issued guidance on multiple-deliverable revenue arrangements. This new guidance modifies the fair value requirements of the existing guidance by allowing the use of the “best estimate of selling price” in addition to vendor-specific objective evidence and third-party evidence for determining the selling price of a deliverable. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence, (b) third-party evidence, or (c) estimates. In addition, the residual method of allocating arrangement consideration is no longer permitted. The new guidance also requires expanded quantitative and qualitative disclosures about revenue from arrangements with multiple deliverables. This guidance is effective for the

F-23

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Company beginning in its fiscal year ending June 30, 2011. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Reclassifications — The Company has reclassified certain prior year balances to conform to current year presentation.

3.   CONTRACTS IN PROGRESS

Costs and billings on uncompleted construction-type contracts consist of the following (in thousands):

	As of June 30,						As of December 31,
	2008			2009			2009
							(unaudited)
Costs incurred	$	26,151		$	34,602		$	30,363
Estimated earnings		16,448			26,329			23,685
Contracts in progress		42,599			60,931			54,048
Progress billings on contracts in progress		(27,382	)		(49,132	)		(41,028	)
	$	15,217		$	11,799		$	13,020
Costs and estimated earnings in excess of billings on uncompleted contracts	$	17,515		$	17,073		$	17,017
Billings in excess of costs and estimated earnings on uncompleted contracts(1)		(2,298	)		(5,274	)		(3,997	)
	$	15,217		$	11,799		$	13,020

(1) Included in deferred contract revenue within the consolidated balance sheets.

4.   INVENTORIES

The components of inventories consist of the following (in thousands):

	As of June 30,				As of December 31,
	2008		2009		2009
					(unaudited)
Raw materials	$	12,398	$	10,234	$	11,650
Work in progress		10,126		9,889		11,000
Finished goods		13,568		13,605		12,269
Net inventories	$	36,092	$	33,728	$	34,919

As of June 30, 2008 and 2009 and December 31, 2009, inventory reserves were approximately $4.5 million, $4.3 million and $4.3 million (unaudited).

F-24

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

5.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in thousands):

	As of June 30,						As of December 31,
	2008			2009			2009
							(unaudited)
Land, buildings and leasehold improvements	$	12,178		$	11,352		$	11,909
Machinery and equipment		23,476			24,108			25,435
Furniture, fixtures, computer equipment and software		14,269			16,951			17,619
Construction in progress		1,526			840			1,499
		51,449			53,251			56,462
Less accumulated depreciation and amortization		(33,831	)		(35,171	)		(37,780	)
	$	17,618		$	18,080		$	18,682

Total depreciation and amortization of property, plant and equipment was $4.1 million, $4.0 million, $4.4 million, $2.1 million (unaudited) and $2.7 million (unaudited) for fiscal 2007, 2008 and 2009 and the six months ended December 31, 2008 and 2009.

6.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

	As of June 30,				As of December 31,
	2008		2009		2009
					(unaudited)
Compensation and related benefit costs	$	13,654	$	14,151	$	12,024
Customer deposits		4,564		9,525		9,967
Accrued warranty		1,620		1,409		1,168
Accrued legal, accounting and professional fees		8,149		4,071		2,349
Other accrued expenses		6,815		5,852		5,364
	$	34,802	$	35,008	$	30,872

7.   GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets were recorded in connection with the acquisitions of GDS, IST and Synodys by ACAS as well as other subsequent acquisitions by Mirion. GDS was acquired by ACAS in October 2003 for cash of $60.8 million. IST was acquired by ACAS in May 2004 for cash of $53.5 million. Synodys was acquired by ACAS in June 2004 for cash and equity of $75.1 million. The three acquisitions by ACAS were accounted for using the purchase method of accounting which resulted in goodwill of approximately $123.9 million (including the recognition of deferred tax assets of $18.4 million associated with the acquisitions) and intangible assets of approximately $72.3 million (valued using exchange rates in effect on the date of each acquisition). The Company completed three other acquisitions during fiscal 2005 and 2006 that resulted in goodwill of approximately $8.3 million and intangible assets of approximately $12.5 million. In fiscal 2008, the Company received $2.8 million from the return of escrow funds associated with the IST acquisition. This payment was treated as a reduction in the IST purchase price, with a corresponding reduction in goodwill.

F-25

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The changes in the carrying amount of goodwill allocated to the Company’s reportable segments are as follows (in thousands):

				Radiation
	Health			Monitoring			Sensing			Dosimetry		Imaging
	Physics			Systems			Systems			Services		Systems			Total
Balance — June 30, 2007	$	46,235		$	19,312		$	11,001		$	52,413	$	9,965		$	138,926
Return of escrow funds		—			—			(1,367	)		—		(1,383	)		(2,750	)
Translation adjustment		7,972			3,330			200			—		—			11,502
Balance — June 30, 2008		54,207			22,642			9,834			52,413		8,582			147,678
Translation adjustment		(6,000	)		(2,507	)		(150	)		—		—			(8,657	)
Balance — June 30, 2009		48,207			20,135			9,684			52,413		8,582			139,021
Translation adjustment (unaudited)		961			401			24			—		—			1,386
Balance — December 31, 2009 (unaudited)	$	49,168		$	20,536		$	9,708		$	52,413	$	8,582		$	140,407

Intangible assets consist of the following (in thousands):

			As of June 30, 2008							As of June 30, 2009							As of December 31, 2009 (unaudited)
	Weighted		Gross					Net		Gross					Net		Gross					Net
	Average Life		Carrying		Accumulated			Book		Carrying		Accumulated			Book		Carrying		Accumulated			Book
	in Years		Amount		Amortization			Value		Amount		Amortization			Value		Amount		Amortization			Value
Customer relationships		11	$	64,360	$	(39,826	)	$	24,534	$	61,714	$	(44,069	)	$	17,645	$	62,124	$	(46,981	)	$	15,143
Trade names		11		9,128		(3,597	)		5,531		8,605		(4,153	)		4,452		8,689		(4,600	)		4,089
Backlog		2		9,190		(9,190	)		—		8,659		(8,659	)		—		8,744		(8,744	)		—
Enterprise software		5		2,500		(2,375	)		125		2,500		(2,500	)		—		2,500		(2,500	)		—
Qualifications		6		1,600		(1,094	)		506		1,600		(1,360	)		240		1,600		(1,494	)		106
Complete technology		8		3,500		(1,957	)		1,543		3,500		(2,394	)		1,106		3,500		(2,613	)		887
Territorial rights		5		2,852		(2,025	)		827		2,537		(2,292	)		245		2,587		(2,587	)		—
Other		3		279		(174	)		105		89		(89	)		—		82		(82	)		—
Total			$	93,409	$	(60,238	)	$	33,171	$	89,204	$	(65,516	)	$	23,688	$	89,826	$	(69,601	)	$	20,225

Aggregate amortization expense for intangible assets was $12.2 million, $10.1 million and $8.1 million for fiscal 2007, 2008 and 2009 and $4.2 million (unaudited) and $3.7 million (unaudited) for the six months ended December 31, 2008 and 2009. Future annual amortization expense at the current foreign exchange rate is as follows (in thousands):

	Annual
Years Ending	Amortization
June 30,	Expense
2010	$	6,484
2011		4,760
2012		3,709
2013		2,749
2014		1,622
2015 and thereafter		4,364
Total	$	23,688

F-26

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

8.   BORROWINGS

Notes Payable to ACAS — The Company has entered into several Note and Equity Purchase Agreements (“NEPAs”) with ACFS, a subsidiary of ACAS, which contain revolving credit facilities, senior term notes payable and subordinated note agreements. The interest rates on the revolving credit facilities and notes payable are based on a fixed stated rate or a variable LIBOR or EURIBOR based rate plus additional basis points. The one-month LIBOR rates were 2.5%, 0.3% and 0.3% (unaudited), the one-month EURIBOR rates were 4.4%, 0.8% and 0.4% (unaudited) and the three-month EURIBOR rates were 4.9%, 1.1% and 0.8% (unaudited) as of June 30, 2008 and 2009 and December 31, 2009.

Notes payable to ACAS consist of the following (in thousands):

		Contractual	As of June 30,						December 31,
	Due	Interest Rate	2008			2009			2009
									(unaudited)
Revolving Credit Facilities:
$20.25 million	July 2011	LIBOR + 4.5%	$	13,750		$	11,000		$	20,250
$14.0 million	July 2011	LIBOR + 5%		10,197			13,997			13,997
$8.2 million	July 2011	EURIBOR + 2%		8,205			3,631			7,130
Senior Term Notes:
$24.9 million Senior Term B	July 2011	EURIBOR + 3%		24,944			24,944			24,944
$7.5 million Senior Term B	July 2011	LIBOR + 8%		5,135			5,062			5,026
$2.0 million Senior Term B	July 2011	LIBOR + 8%		1,965			1,938			1,924
$4.0 million Senior Term C	October 2011	LIBOR + 9%		4,000			4,000			4,000
$4.0 million Senior Term C	November 2011	LIBOR + 8.25%		4,000			4,000			4,000
$27.0 million Senior Term D	October 2011	LIBOR + 6.5%		26,258			26,056			25,920
$15.0 million Senior Term D	October 2011	LIBOR + 6.5%		14,588			14,437			14,362
Senior Subordinated Notes:
$7.5 million paid-in-kind	July 2011	14%		8,150			8,317			8,402
$8.6 million paid-in-kind	July 2011	15%		9,446			9,650			9,749
$12.2 million paid-in-kind	July 2011	EURIBOR + 11%		14,710			15,552			15,992
Junior Subordinated Notes:
$4.3 million paid-in-kind	July 2011	17%		4,951			5,112			5,191
$4.3 million paid-in-kind	July 2011	17%		4,951			5,112			5,191
$1.25 million paid-in-kind	May 2012	14%		1,358			1,386			1,400
$4.9 million paid-in-kind	July 2011	EURIBOR + 12%		6,211			6,666			6,908
Stockholder Loan:		Three-month
$8.0 million	June 2011	EURIBOR + 2%		10,367			9,220			9,404
Total notes payable to ACAS				173,186			170,080			183,790
Less current portion				(520	)		(520	)		(520	)
Notes payable to ACAS — long term			$	172,666		$	169,560		$	183,270

The revolving credit facilities and notes issued under the NEPAs require the Company to maintain certain financial ratios and contain financial covenants and non-financial restrictive and affirmative covenants. As of June 30, 2008 and 2009, the Company was not in compliance with certain non-financial covenants that were in effect prior to the formation of Mirion. These non-financial covenants were negotiated with the predecessor companies (GDS, IST and Synodys) and were not amended at the time of the formation of Mirion. The non-financial covenants relate to matters such as changing the fiscal years or names of subsidiaries, amending the charter documents and by-laws of subsidiaries and the provision of audited financial statements to ACFS. In

F-27

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

September 2009, the Company obtained waivers from ACFS for breaches of any non-financial covenants that may occur through July 1, 2010. A description of the debt agreements payable to ACAS is as follows:

Revolving Credit Facilities — The Company has entered into three separate credit facilities with ACFS, each represented by a revolving credit note. The Revolving Credit Facilities contain various financial covenants and a first security position on all Company assets. The Company is required to pay an annual non-usage fee of 0.7% of the average annual unused balance on the Revolving Credit Facilities.

Senior Term Notes — The $24.9 million Senior Term B Note and the Senior Term C Notes provide for monthly interest only payments. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and Senior Term Notes B and D. The $7.5 million and $2.0 million Senior Term B Notes provide for quarterly principal payments totaling $25,000 plus monthly payments of interest. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and the Senior Term D Notes. The Senior Term D Notes provide for quarterly principal payments of $105,000 plus monthly payments of interest. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities.

Senior Subordinated Notes — The outstanding balances on Senior Subordinated Notes include the principal amount outstanding plus a compounding paid-in-kind (“PIK”) interest component calculated at rates between 2% and 5.5% per annum. The Company is required to make monthly payments of stated interest only. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and Senior Term B, C and D Notes.

Junior Subordinated Notes — The outstanding balances on Junior Subordinated Notes include the principal amount outstanding plus a compounding PIK interest component calculated at rates between 2% and 7% per annum. The Company is required to make monthly payments of stated interest only. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and Senior Term B, C and D Notes and Senior Subordinated Notes.

Stockholder Loan — The stockholder loan provides for quarterly interest-only payments. The loan is secured by the assets of the Company and is subordinated to all other debt.

During 2007, the NEPAs were amended to (i) increase the $20.25 million revolving credit facility from an original commitment of $5.25 million to $10.25 million, (ii) increase the $14 million revolving credit facility from a commitment of $6 million to $14 million, (iii) extend the due date on the stockholder loan from September 13, 2006 to September 23, 2008 and (iv) issue an additional $2.0 million of Senior Term B Notes on March 20, 2007 with an interest rate of LIBOR + 8% and a due date May 24, 2010.

During 2008, the NEPAs were further amended to (i) increase the $20.25 million revolving credit facility from a commitment amount of $10.25 million to $20.25 million and extend the due date from May 24, 2008 to October 14, 2010, (ii) extend the due date on the $8.2 million revolving credit facility from June 23, 2008 to October 14, 2010 and (iii) extend the due date on the stockholder loan from September 23, 2008 to October 14, 2010.

The modifications made during 2007 and 2008 were analyzed in accordance with FASB-issued authoritative guidance on debtor’s accounting for changes in line-of-credit or revolving-debt arrangements and were not determined to be significant to the financial statements. There were no unamortized loan fees expensed in 2007 or 2008 as a result of the amendments.

In August 2009, the Note and Equity Purchase Agreements with ACFS were amended to extend the due dates on the (i) Senior Term B Notes to July 1, 2011, (ii) Senior Subordinated Notes to July 1, 2011, (iii) Junior Subordinated Notes to July 1, 2011 except $1.25 million Junior Subordinated Notes which due date remains unchanged, (iv) Stockholder loan to June 30, 2011 and (v) Revolving Credit Facilities to July 2011.

F-28

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Third-Party Borrowings

The Company has notes payable and other borrowings to third parties as follows (in thousands):

		As of June 30,						December 31,
	Due	2008			2009			2009
								(unaudited)
Term loan	November 2012	$	1,543		$	1,067		$	933
Revolving line of credit	On demand		5,272			2,364			4,694
Bank lines of credit	On demand		2,554			3,773			172
Factoring financing	As collected		864			—			—
Total third-party borrowings			10,233			7,204			5,799
Less current portion			(9,033	)		(6,442	)		(5,177	)
Third-party borrowings-long term		$	1,200		$	762		$	622

The Company has a term loan with a French financial institution with an initial balance of €1.4 million as of May 2006 ($1.8 million), which is due November 2012. The note bears annual interest at the three-month EURIBOR + 1% with quarterly payments of €54,000. The amount due under this term loan at June 30, 2009 was €760,000 ($1.1 million).

As described in Note 2, the Company has pledged certain accounts receivable balances to several French institutions to secure a revolving line of credit. The line of credit bears interest at EURIBOR + 1%. Amounts outstanding under these arrangements are due when the related receivable is collected or upon demand. The Company also has a factoring arrangement which allows it to sell certain receivables without recourse for a 5% fee. Amounts outstanding under this arrangement are repaid as the related receivables are collected.

The Company has entered into various line of credit arrangements with local banks in France and Germany. In Germany, these arrangements provide for short-term bank overdrafts, U.S. dollar advances and the issuance of documentary and standby letters of credit of up to €3.5 million. As of June 30, 2009, €2.0 million of the lines had been utilized to guarantee documentary and standby letters of credit, with interest rates ranging from 1.25% to 1.35%. In France, these arrangements provide for short-term bank overdrafts that are due on demand and bear interest at EURIBOR + 1%. Additionally, during fiscal 2008, the Company obtained a credit line with French financial institution to borrow up to €2.0 million bearing interest at EURIBOR + 1%. Amounts outstanding on the credit line are due on demand or at the termination of the credit line in June 2015.

Maturities on all notes payable as of June 30, 2009 are as follows (in thousands):

Years Ending
June 30,	Amount
2010	$	6,962
2011		10,044
2012		160,126
2013		152
2014 and thereafter		—
Total	$	177,284

F-29

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

9.   COMMITMENTS AND CONTINGENCIES

Leases and Other Contractual Obligations — In the normal course of business, the Company enters into contractual arrangements with third parties for noncancelable operating lease agreements for its offices and vehicles. Under these agreements, the Company commits to provide specified payments to a lessor, based upon contractual arrangements.

The total future minimum commitments for these and other contractual arrangements in place as of June 30, 2009, are scheduled to be paid as follows (in thousands):

	2010			2011			2012			2013			2014			Thereafter		Total
Minimum future operating lease payments	$	4,377		$	3,929		$	3,310		$	2,875		$	1,719		$	946	$	17,156
Less income from subleases		(170	)		(170	)		(170	)		(170	)		(170	)		—		(850	)
Net minimum operating lease payments	$	4,207		$	3,759		$	3,140		$	2,705		$	1,549		$	946	$	16,306

Total rent expense for fiscal 2007, 2008 and 2009 was $2.8 million, $2.9 million, $3.2 million, $1.6 million (unaudited) and $1.7 million (unaudited) for the six months ended December 31, 2008 and 2009.

Legal Proceedings — The Company is subject to claims and legal proceedings for matters that have arisen through the ordinary course of business. Management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, operating results and cash flows.

Performance Bonds and Letters of Credit — The Company posts performance bonds with irrevocable letters of credit to support certain contractual obligations to customers for equipment delivery. These letters of credit are supported by restricted cash accounts, which totaled $5.4 million, $6.0 million and $6.9 million (unaudited) as of June 30, 2008 and 2009 and December 31, 2009.

F-30

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

10.   INCOME TAXES

The Company’s (loss) income before income taxes and the details of the income tax provision consist of the following (in thousands):

	Year Ended June 30,
	2007			2008			2009
(Loss) income before income taxes
Domestic	$	(19,881	)	$	(14,346	)	$	(11,366	)
Foreign		5,117			6,835			13,023
Total (loss) income before income taxes	$	(14,764	)	$	(7,511	)	$	1,657
Income tax provision
Current
Federal	$	170		$	101		$	24
State		10			17			17
Foreign		4,905			5,861			5,295
Total current		5,085			5,979			5,336
Deferred
Federal		1,188			1,205			1,141
State		113			(119	)		66
Foreign		(1,449	)		(1,227	)		(931	)
Total deferred		(148	)		(141	)		276
Income tax provision	$	4,937		$	5,838		$	5,612

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to (loss) income before income taxes as follows (in thousands):

	Year Ended June 30,
	2007			2008			2009
(Loss) income before provision for income taxes	$	(14,764	)	$	(7,511	)	$	1,657
Federal income tax at statutory rate		(5,020	)		(2,554	)		563
State income tax (net of federal benefit)		(521	)		(517	)		(598	)
Foreign income taxed at different rates		4,144			3,625			2,212
Change in valuation allowance(1)		5,718			5,011			3,171
Change in tax rates		112			181			0
Other non-deductible expenses		688			664			629
Benefit of tax credits		—			(939	)		(536	)
Other		(184	)		367			171
Total income tax provision	$	4,937		$	5,838		$	5,612

(1) Affecting the provision for income taxes.

F-31

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The components of the Company’s net deferred tax assets and liabilities consisted of the following (in thousands):

	2008			2009
Deferred tax assets:
Net operating losses	$	19,452		$	16,398
Tax credits		6,006			7,430
Other reserves and accrued expenses		15,461			16,026
Total deferred tax assets		40,919			39,854
Deferred tax liabilities:
Amortization		(3,287	)		(2,317	)
Depreciation		(436	)		(236	)
Other liabilities		(3,887	)		(10	)
Purchased technology, goodwill, & other intangibles		(13,413	)		(12,638	)
Total deferred tax liabilities		(21,023	)		(15,201	)
Less: Valuation allowance		(27,601	)		(31,393	)
Net deferred tax liabilities	$	(7,705	)	$	(6,740	)

The provision for income taxes for the first six months of fiscal 2010 was approximately $3.3 million (unaudited), with an estimated effective tax rate of 130.6% (unaudited). The effective tax rate for the six months differs from the US statutory rate of 34% primarily due to tax liabilities in foreign jurisdictions. The fiscal 2010 effective tax rate for the first six months of fiscal 2010 is also impacted by losses generated in the U.S. where no benefit is recorded due to the valuation allowance.

Management regularly evaluates the recoverability of deferred tax assets and recognizes the tax benefit only if reassessment demonstrates that they are realizable. At such time, if it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be adjusted. As of June 30, 2008 and 2009 and December 31, 2009, the Company has provided a valuation allowance for certain U.S. and foreign deferred tax assets that it believes are more likely than not unrealizable.

As of June 30, 2009, the Company had federal and state net operating loss carryforwards of approximately $59.1 million and $73.4 million. The federal net operating losses will begin to expire in 2023. The state net operating losses will begin to expire in 2013. As of June 30, 2009, the Company had tax credit carryforwards of approximately $7.7 million, available to offset foreign taxes paid for federal income tax purposes. Federal tax credit carryforwards will begin to expire in fiscal 2010.

The Company has not provided U.S. income tax on certain foreign earnings that are deemed to be indefinitely invested outside the U.S. For fiscal 2007, 2008 and 2009, the amount of accumulated unremitted earnings from the Company’s foreign subsidiaries under FASB-issued authoritative guidance on accounting for income taxes is approximately $17.0 million, $13.2 million and $17.3 million. Determination of the amount of unrecognized deferred U.S. income tax liability is not practical due to the complexities associated with its hypothetical calculation.

On July 1, 2007, the Company adopted the provisions of FASB-issued authoritative guidance which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return. This guidance also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition.

F-32

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	Year Ended
	June 30, 2009
Balance at beginning of period	$	13,460
Additions based on tax positions taken related to prior years		451
Additions based on tax positions taken related to current year		2,247
Reductions based on settlements		—
Reductions for tax positions of prior years		—
Foreign currency translation adjustments		(1,205	)
Balance at end of period	$	14,953

As of June 30, 2009, the Company had approximately $15.0 million of unrecognized tax benefits related to uncertain tax positions, of which $9.6 million would affect its effective tax rate if recognized. The Company anticipates a decrease to its unrecognized tax benefits in the amount of approximately $1.7 million during the next 12 months primarily due to amended tax filings. The Company does not believe the remaining amount of unrecognized tax benefits as of June 30, 2009 and December 31, 2009, will materially change in the next 12 months.

No significant change to the Company’s unrecognized tax benefits related to uncertain tax positions occurred during the six months ended December 31, 2009.

The Company recognizes interest and penalties associated with uncertain tax positions in income tax expense. As of June 30, 2008 and June 30, 2009, the provision for interest and penalties was $1.0 million and $1.2 million. The ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty.

The Company conducts business globally and as a result, one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United Kingdom, France, Germany and the United States. With a few insignificant jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years prior to fiscal 2001.

In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by tax authorities. The following describes open tax years by major tax jurisdictions as of June 30, 2009:

	Years Open
Jurisdiction:
United Kingdom		2007–2009
France		2005–2009
Germany		2003–2009
United States		2005–2009

F-33

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

11.   EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans — The Company maintains contributory and noncontributory defined benefit plans for certain employees in France and Germany.

In France, the Company contributes to the national pension system, and its obligation to employees in terms of pensions is restricted to a lump-sum length of service award payable at the date that the employee reaches retirement age, such award being determined for each individual based upon years of service provided and projected final salary. The benefit obligation is unfunded. Accordingly, the fair value of plan assets is zero for the periods presented.

In Germany, plan benefits are generally based on an employee’s years of service and final salary. The benefit obligations of the German entities are unfunded. Accordingly, the fair value of plan assets is zero for the periods presented.

The components of the pension plan benefit obligations are as follows (in thousands):

	Year Ended June 30,
	2008						2009
	France			Germany			France			Germany
Change in projected benefit obligations:
Projected benefit obligation — at beginning of period/year	$	1,147		$	1,132		$	1,375		$	1,163
Foreign currency translation		197			197			(152	)		(128	)
Service cost		91			35			84			28
Interest cost		67			63			70			68
Benefit paid		(128	)		(51	)		(134	)		(21	)
Assumptions changes		(15	)		—			(10	)		9
Net actuarial loss (gain)		16			(213	)		51			88
Projected benefit obligation — at end of year	$	1,375		$	1,163		$	1,284		$	1,207
Accumulated benefit obligation	$	1,375		$	1,157		$	1,284		$	1,189

Amounts recognized in the Consolidated Balance Sheets consist of (in thousands):

	As of June 30,
	2008						2009
	France			Germany			France			Germany
Current liabilities	$	(132	)	$	(26	)	$	(53	)	$	(26	)
Other liabilities — non current		(1,243	)		(1,137	)		(1,231	)		(1,163	)
Total	$	(1,375	)	$	(1,163	)	$	(1,284	)	$	(1,189	)

Amounts recognized in Accumulated Other Comprehensive Income consist of (in thousands):

	Year Ended June 30,
	2008					2009
	France		Germany			France		Germany
Unrecognized actuarial loss (gain)	$	26	$	(306	)	$	76	$	(217	)

Unrecognized gains and losses are recognized over the average remaining service period of active plan participants. The estimated gains and losses that will be amortized from accumulated other comprehensive income into benefits expense over the next fiscal year is not significant.

F-34

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Net periodic pension costs for the defined benefit plans consisted of the following elements (in thousands):

	Year Ended				Year Ended				Year Ended
	June 30, 2007				June 30, 2008				June 30, 2009
	France		Germany		France		Germany		France		Germany
Annual service cost	$	67	$	39	$	91	$	35	$	84	$	28
Interest accrued on pension obligations		54		51		67		63		70		68
Total period pension cost	$	121	$	90	$	158	$	98	$	154	$	96

The weighted-average rates used for each plan were as follows:

	Year Ended June 30,
	2008						2009
	France			Germany			France			Germany
Projected benefit obligation:
Discount rate		6.00	%		6.30	%		5.75	%		6.15	%
Expected rate of return on plan assets		—			—			—			—
Assumed rate of compensation increase		3.00	%		2.50	%		3.00	%		2.30	%
Assumed rate of inflation		2.00	%		2.20	%		2.00	%		2.00	%
Net periodic pension cost:
Discount rate		5.25	%		4.75	%		6.00	%		6.30	%
Assumed rate of compensation increase		3.00	%		2.50	%		3.00	%		2.50	%
Assumed rate of inflation		2.00	%		1.80	%		2.00	%		2.20	%

Estimated future benefit payments are as follows (in thousands):

	Amount
Years Ending June 30,	France		Germany		Total
2010	$	53	$	26	$	79
2011		25		48		73
2012		68		66		134
2013		13		69		82
2014		145		72		217
Thereafter		803		414		1,217
	$	1,107	$	695	$	1,802

Defined Contribution Plans — The Company maintains voluntary noncontributory defined contribution retirement plans for certain eligible employees. Under each plan, eligible employees may make voluntary contributions, while the Company makes contributions as defined by each plan agreement. Employee contributions in each plan are fully vested. Company contributions vest in accordance with the provision of each plan agreement. The following summarizes the features of each plan:

Retirement Plans — The Company maintains two retirement plans. Under the provisions of the plans, the Company is required to contribute a percentage of each eligible employee’s compensation. Total expense relating to these plans for fiscal 2007, 2008 and 2009 was $327,000, $325,000 and $256,000 and $251,000 (unaudited) and $278,000 (unaudited) for the six months ended December 31, 2008 and 2009.

F-35

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

401(k) Savings Plan and Other Investment Savings Plans — The Company’s 401(k) savings and other investment savings plans cover certain of the Company’s eligible employees. Both the employee and the Company make contributions to the plans. Company contributions are based on the level of employee contributions. Certain subsidiaries of the Company offer retirement plans in lieu of participation in the Company’s 401(k) savings plans. Company contributions to these plans are based on formulas determined by the Company.

The amount expensed for 401(k) savings plans and other defined contribution plans amounted to $395,000, $439,000 and $375,000 for fiscal 2007, 2008 and 2009 and $233,000 (unaudited) and $309,000 (unaudited) for the six months ended December 31, 2008 and 2009.

Deferred Compensation Plan — The Company had a deferred compensation program for directors and key employees of the Company. The program allowed eligible participants to defer a portion of their compensation and bonuses. The deferred compensation together with certain discretionary Company contributions were invested in a trust account with three participant-directed investment options. Funds could be distributed to participants upon retirement or for certain instances of unforeseen financial hardship. There was no expense associated with the deferred compensation plan for fiscal 2007, 2008 and 2009 and for the six months ended December 31, 2008 and 2009.

The Company projects its contributions for all of the above defined contribution plans to be $662,000 for the year ending June 30, 2010.

Other Postretirement Benefit Plans — The Company maintains a postretirement benefit plan for certain eligible employees. Under the provisions of the plan, certain retired employees will secure their own health insurance coverage, and the Company will reimburse the retired employee an amount specified in the plan. The premium reimbursement is only available to retirees who carried the Company’s health insurance at the date of retirement. This benefit obligation is unfunded and, accordingly, the fair value of plan assets is zero.

Coverage under the plan ends when the participant is eligible for Medicare benefits, which is assumed to be age 65. It is assumed that 70% of retirees eligible for coverage will select the family plan. Benefits are assumed to be available upon completion of 30 years of service and attainment of age 58 using a weighted-average discount rate of 6.1%.

The components of the Company’s postretirement benefit plan as of June 30, 2008 and 2009 are as follows (in thousands):

	Year Ended June 30,
	2008			2009
Change in projected benefit obligations:
Projected benefit obligation — at beginning of year	$	513		$	523
Service cost		25			23
Interest cost		30			39
Benefit paid		(17	)		(12	)
Assumptions changes		1			(22	)
Actuarial loss (gain)		(29	)		75
Projected benefit obligation — at end of year	$	523		$	626
	As of June 30,
	2008			2009
Accumulated benefit obligation	$	523		$	626

F-36

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Amounts recognized in the Consolidated Balance Sheets as of June 30, 2008 and 2009 consist of (in thousands):

	Year Ended June 30,
	2008			2009
Other liabilities-non current	$	(523	)	$	(626	)

Amounts recognized in Accumulated Other Comprehensive Income for fiscal 2008 and 2009 consist of (in thousands):

	Year Ended June 30,
	2008			2009
Unrecognized actuarial gain	$	(262	)	$	(240	)
Unrecognized service cost		34			87
	$	(228	)	$	(153	)

Unrecognized gains and losses are recognized over the average remaining service period of active plan participants. The estimated gains and losses, net that will be amortized from accumulated other comprehensive income into benefits expense over the next fiscal year is not significant.

Estimated future benefit payments are as follows (in thousands):

Years
Ending June 30,	Amount
2010	$	46
2011		41
2012		41
2013		37
2014		51
Thereafter		328
Total	$	544

12.   STOCKHOLDERS’ EQUITY

Mirion was formed through the exchange of the capital stock of GDS, IST and Synodys on December 22, 2005, with the combination effective as of December 31, 2005. This transaction was considered a reorganization of entities under common control since GDS, IST and Synodys were under the common control of ACAS prior to the Reorganization. In order to effect the Reorganization, ACAS established a wholly-owned subsidiary, Global Monitoring Systems, Inc., on October 24, 2005, which was renamed Mirion Technologies, Inc. on January 4, 2006. Prior to the Reorganization, ACAS owned 90.5% of GDS, 92.5% of IST and 93.5% of Synodys. After the Reorganization, ACAS held 93.6% of Mirion. In accordance with FASB-issued authoritative guidance on exchanges of ownership interests between entities under common control and FASB-issued guidance on business combinations, the issuance of Mirion stock through the reorganization is accounted for in a manner similar to a pooling of interests which means that the historical basis of the net assets of GDS, IST and Synodys are combined for all periods prior to January 1, 2006.

F-37

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Mirion Convertible Participating Preferred Stock

Mirion has 678,804 shares of Series A-1 Convertible Participating Preferred Stock outstanding and 70,000 shares of Series A-2 Convertible Participating Preferred Stock outstanding for all periods presented. The significant rights and obligations of the Mirion’s Convertible Participating Preferred stock are as follows:

Liquidation Rights — In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the available funds and assets that may be legally distributed to the Company’s stockholders shall be distributed in preference to the Series A Convertible Participating Preferred Stockholders. The holders of shares of Series A Convertible Participating Preferred Stock will be entitled to receive an amount per share equal to the greater of (a) $113.28 per share in the case of the Series A-1 Convertible Participating Preferred Stock and $103.68 per share in the case of the Series A-2 Convertible Participating Preferred Stock as adjusted for stock splits, stock dividends or combinations plus any accrued or declared but unpaid dividends or (b) the amount the holders of Series A Convertible Participating Preferred Stock would be entitled to receive on an as-converted basis, according to the number of shares of common stock into which such shares could then be converted. If upon any liquidation, dissolution or winding-up of the Company, the available funds and assets shall be insufficient to permit the payment to holders of the Series A Convertible Participating Preferred Stock of their full preferential amount, then the entire available funds and assets should be distributed on a pro rata basis among the holders of the outstanding Series A Convertible Participating Preferred Stock. If any assets of the Company distributed to stockholders in connection with any liquidation, dissolution or winding-up of the Company are in a form other than cash, then the value of such assets shall be their fair market value.

Upon completion of the distributions to the Series A Convertible Participating Preferred stockholders and the payment of all debts and liabilities of the Company, all of the remaining assets of the Company available for distribution will be distributed on a pro rata basis among the holders of common stock.

A liquidation, dissolution or winding-up of the Company shall include the acquisition of the Company by another entity by means of a transaction or series of related transactions including without limitation any reorganization, merger or consolidation that results in the transfer of 50% or more of the outstanding voting power of the Company or the sale of all or substantially all assets of the Company.

Dividends Rights — The holders of shares of Series A-1 and A-2 Convertible Participating Preferred Stock, in preference to the holders of shares of any common stock, are entitled to receive cumulative dividends, at a rate of 8% and 17% per annum, payable on the first business day of each quarter commencing on January 1, 2006, by validly issuing fully paid and nonassessable shares of Series A-1 and A-2 Convertible Participating Preferred Stock with an aggregate liquidation preference equal to the amount of the dividends to be paid. Cumulative dividends have not been settled to date. All undeclared dividends and declared but unpaid dividends including unissued additional shares of Series A-1 Convertible Participating Preferred Stock shall compound on a quarterly basis at the Series A-l dividend rate, without any duplication when and if the dividends are actually paid.

No dividends should be paid on any share of common stock unless a dividend is paid with respect to all outstanding shares of Series A Convertible Participating Preferred Stock in an amount for each such share equal to or greater than the aggregate amount of such dividends for all shares of common stock into which such share of Series A Convertible Participating Preferred Stock could then be converted.

Conversion Rights — Each share of Series A Convertible Participating Preferred Stock is convertible at any time, at the option of the holder, into the number of fully paid and nonassessable shares of Class A Voting Common Stock that results from dividing the applicable original issue price per share by the split adjusted conversion price of $11.77. The conversion price is subject to adjustments upon the occurrence of certain triggering events related to anti-dilution protection rights.

F-38

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Each share of Convertible Participating Preferred Stock shall automatically convert into Class A Voting Common Stock at the conversion price at the time in effect, upon the vote or written consent of the holders of not less than a majority of the then-outstanding shares of Series A Convertible Participating Preferred Stock.

Anti-Dilution Provisions — No adjustment in the number of shares of Class A Voting Common Stock into which the shares of any Series A Convertible Participating Preferred Stock is convertible should be made, unless the effective price of additional shares of common stock is less than the conversion price in effect on the date of the issue of such additional shares of common stock.

Voting Rights — The holders of shares of Series A Convertible Participating Preferred Stock do not have voting rights of any kind. The Company cannot amend, alter or repeal any provision of the certificate of incorporation of the Company so as to adversely affect the preferences, rights, privileges or powers of the Series A Convertible Participating Preferred Stock without the consent of the holders of a majority of the outstanding shares of Series A Convertible Participating Preferred Stock. However, each holder of Series A Convertible Participating Preferred Stock would need to approve an amendment to the certificate of incorporation that reduces the dividend payable on or the liquidation preference of the Series A Convertible Participating Preferred Stock. Also, the Company cannot create, authorize or issue any securities senior to the Series A Convertible Participating Preferred Stock as to dividends and distributions upon the liquidation, winding-up and dissolution of the Company.

Mirion Common Stock

Mirion has authorized 61,328,125 shares of Class A Voting Common Stock and 17,171,875 shares of Class B Non-Voting Common Stock. The rights and privileges of Class A and Class B common stock are the same except for voting rights. Common stock reserved for future issuance as of December 31, 2009, was as follows:

	Number of
	Shares
	(unaudited)
2006 Stock Plan:
Shares authorized under the 2006 plan		1,010,140
Options exercised		1,275
Outstanding stock options		962,944
Reserved for future option grants		45,921
Total common stock reserved for stock options		1,008,865
Warrants to purchase common stock		3,420,636
Convertible preferred stock, including paid-in-kind dividends (as converted)		10,225,912
Total common stock reserved for future issuances		14,655,413

Detachable Warrants

On January 1, 2006, Mirion issued warrants granting the holders the right to purchase Class A Voting Common Stock of the Company. These warrants only become exercisable upon a sale, liquidation or dissolution of the Company or approval by the Board of Directors or upon liquidation of the Company. On February 26, 2010, the Board of Directors resolved that all of these warrants will become exercisable upon the consummation of an initial public offering. The warrants expire on December 22, 2015. As of June 30, 2008 and 2009, there were 3,420,636 shares of common stock issuable upon the exercise of outstanding detachable warrants, of which 196,910 have an exercise price of $0.00118 and 3,223,726 have an exercise price of $0.00012.

F-39

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

13.   STOCK-BASED COMPENSATION

The Board of Directors approved the Mirion 2006 Stock Plan, effective as of December 22, 2005. The plan approves the granting of awards in the form of nonqualified stock options to directors, employees or consultants. The total number of shares available for distribution under the plan is 1,010,140. Under the terms of the plan, the exercise price for awards issued under the plan is determined at the sole discretion of the Board of Directors.

Following is the stock-based compensation expense (in thousands) included in the consolidated statement of operations for options granted through the Mirion 2006 Stock Plan as well as those granted by ACAS to the Company’s Chief Executive Officer and Chairman of the Board. Expense from the options granted by ACAS was $151,000 and $121,000 in fiscal years 2007 and 2008, respectively. See Note 14.

							Six Months Ended
	Year Ended June 30,						December 31,
	2007		2008		2009		2008		2009
							(unaudited)
Selling, general and administrative expenses	$	177	$	223	$	1,128	$	609	$	522
Research and development expense		—		25		33		16		16
Total stock-based compensation expense	$	177	$	248	$	1,161	$	625	$	538

The stock awards under the Mirion 2006 stock plan include stock awards with performance and market-based vesting (“PSA”) and time-based vesting (“TSA”). Under the terms of the PSA agreements, Mirion grants employee stock option awards whose vesting is contingent upon meeting company-wide performance goals including earnings before interest, taxes and depreciation targets or market conditions, including internal rate of return targets. The TSAs include stock options granted by the Company whose vesting occurs over a period of five to 60 months.

Under FASB-issued authoritative guidance on stock-based payment, the Company estimates the value of the employee stock options on the date of grant using the Black-Scholes model for TSAs and using a Monte Carlo simulation for PSAs containing market conditions. The key assumptions used in the model for valuation of options granted under the Mirion 2006 Stock Plan are provided below:

	Performance-Based Vested Awards				Six Months Ended
	Year Ended June 30,				December 31,
	2007	2008	2009		2008		2009
					(unaudited)
Expected term (in years)	3.8–3.9	2.7–2.8		N/A		N/A		N/A
Risk-free interest rate	4.6%–4.9%	3.7%–4.1%		N/A		N/A		N/A
Volatility	36%	35%		N/A		N/A		N/A
Dividend yield	0%	0%		N/A		N/A		N/A
Weighted-average fair value at grant date	$3.04	$2.53		N/A		N/A		N/A

F-40

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

	Time-Based Vested Awards			Six Months Ended
	Year Ended June 30,			December 31,
	2007	2008	2009	2008	2009
				(unaudited)
Expected term (in years)	9.8	8.0–10.0	10	10		N/A
Risk-free interest rate	4.6%–4.8%	2.9%–4.5%	2.7%–4.1%	2.7%–4.1%		N/A
Volatility	46%	46%	46%–47%	46%-47%		N/A
Dividend yield	0%	0%	0%	0%		N/A
Weighted-average fair value at grant date	$5.48	$5.31	$5.81	$5.81		N/A

The expected term of the option is determined based on factors including vesting period, life of option, strike price and fair market value of the Company’s stock on the date of grant. The fair market value of the Company’s stock on the date of grant was determined in a retrospective valuation. The risk-free rate of interest over the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Since the Company’s stock is not publicly traded, volatility has been determined based on the volatility of stocks of comparable companies within the Company’s industry. No dividends on the Company’s common stock have been declared in the past, and the Company does not expect to do so in the foreseeable future.

Share option activity for the Mirion 2006 Stock Plan is as follows:

	Year Ended June 30,
	2007					2008					2009
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding — beginning of year		413,485		$	10.45		383,677		$	10.81		736,989		$	13.62
Granted		221,246			13.84		504,262			15.08		390,030			16.86
Exercised		—			0.00		(1,275	)		10.45		—			0.00
Forfeited or expired		(251,054	)		12.89		(149,675	)		11.37		(164,075	)		16.46
Outstanding — end of year		383,677		$	10.80		736,989		$	13.62		962,944		$	14.45
Vested or expected to vest — end of year		383,677			10.80		736,989			13.62		962,944			14.45
Exercisable — end of year		239,780		$	10.45		210,162		$	11.18		412,470		$	13.51

Options grant activity for the year ended June 30, 2009 is as follow:

							Intrinsic
					Fair Value of		Value of
	# Options		Exercise Price		Options on		Options on
Grant Date	Granted		per Share		Grant Date		Grant Date
July 28, 2008(1)		102,000	$	16.31	$	6.67	$	0.00
August 5, 2008		279,530	$	17.06	$	5.69	$	0.00
December 9, 2008		8,500	$	16.97	$	1.85	$	0.00
Total		390,030					$	0.00

(1) The 102,000 options granted July 28, 2008 were a modification of 127,500 options granted on November 5, 2007. The 102,000 options, which have time-based vesting, replaced the 127,500 options, which had performance-based vesting. The stock option modification was accounted for in accordance with FASB-issued authoritative guidance on stock-based payment, such that the total

F-41

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

compensation cost measured at the date of modification was determined to be the grant-date fair value of the original award plus the incremental fair value resulting from the modification, in which vesting of both the original and modified awards were considered to be probable. The incremental fair value resulting from the modification was calculated using the Black-Scholes model and was determined to be $496,000.

In order to determine the fair value of options granted, the fair value of the underlying stock must first be determined. Valuations of Mirion’s common stock as of the grant date of all options issued were determined in accordance with the AICPA Practice Aid “Valuation of Privately-Held Company Equity Securities Issued as Compensation.”

The following table shows the weighted-average remaining contractual term and aggregate intrinsic value for options outstanding, vested and exercisable at June 30, 2009:

	Weighted-
	Average
	Remaining		Aggregate
	Contractual		Intrinsic
	Term		Value(1)
	(in years)		(in thousands)
Outstanding		8.2	$	466
Vested and exercisable		7.8		354

(1) Excludes options with a strike price greater than the market value of the underlying stock.

The total intrinsic value of stock options exercised during the years ended June 30, 2008, 2009 and six month ended December 31, 2009 was $2,070, $0 and $0 (unaudited). The aggregate intrinsic value of the share options shown in the table above was calculated using the estimated market price of common stock at June 30, 2009, which was $12.45 per share. As of June 30, 2009, there was $2.9 million of unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the Mirion 2006 Stock Plan; that cost is expected to be recognized over a weighted-average period of 2.3 years. This excludes 85,798 nonvested outstanding performance-based stock options whose fair value could be recognized upon a sale of the Company. These performance-based stock options will only vest in the event of a sale transaction, which does not include a public offering.

A summary of the activity is presented below:

				Weighted-
				Average
				Grant-Date
Nonvested Shares	Shares			Fair Value
Nonvested — July 1, 2008		526,820		$	4.42
Granted		390,030			5.81
Vested		(206,454	)		5.67
Forfeited		(159,927	)		3.02
Nonvested — June 30, 2009		550,469		$	5.34

No tax benefit was realized for tax deductions from stock-based arrangements, including from the exercise of stock options, during fiscal 2007, 2008 and 2009. The Company did not use any cash to settle equity instruments granted under its stock-based payment arrangements for fiscal 2007, 2008 and 2009 and for the six months ended December 31, 2008 (unaudited) and 2009 (unaudited). There was no compensation cost capitalized as part of inventory or property, plant and equipment during fiscal 2007, 2008 and 2009 and for the six months ended December 31, 2008 (unaudited) and 2009 (unaudited).

F-42

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

14.   RELATED-PARTY TRANSACTIONS

The Company has NEPAs with its primary investor ACAS and its subsidiary ACFS (see Note 8). The terms of the NEPAs require the Company to pay ACFS annual management fees aggregating $1.6 million per year. In return, ACFS provides various investment banking services relating to financing arrangements, mergers and acquisitions, financial analysis and other services. The NEPAs are not cancelable by the Company as long as ACFS has an investment in the Company’s debt or equity securities. Such transactions were not consummated on terms equivalent to those that prevail in arm’s length transactions.

Amounts paid to ACFS were as follows (in thousands):

	Year Ended June 30,						Six Months Ended December 31,
	2007		2008		2009		2008		2009
							(unaudited)
Expense invoices	$	166	$	111	$	114	$	80	$	18
Loan fees		260		201		—		—		—
Management fees		1,625		1,625		1,625		813		813
Interest on debt		16,517		17,211		14,760		8,083		6,275
	$	18,568	$	19,148	$	16,499	$	8,976	$	7,106

The Company’s President, Chief Executive Officer and Chairman of the Board, Thomas D. Logan, entered into a Call Option Agreement on April 19, 2004 with ACAS and certain of its affiliates, in which ACAS granted time and performance-based options with market conditions to Mr. Logan to purchase shares of the common stock of two of Mirion’s predecessors in connection with his services as an officer and director. The options contain vesting provisions based upon successful completion of an initial public offering or change in control, and achievement by ACAS of certain internal rates of return as described further below. Modification of these options occurred in substance on January 1, 2006, in connection with the formation of Mirion in December 2005. As a result of the modification, Mr. Logan was granted performance-based options with market conditions to purchase 463,794 shares of Mirion’s Class A Common Stock held by ACAS. These options were further modified on December 7, 2007 to modify the vesting criteria of the performance based options to include, in addition to existing vesting provisions, vesting upon the achievement of certain returns on investment, as discussed in detail below. The exercise price of these options is $10.45 per share, and the total incremental value resulting from the option modification is $2.1 million and incorporates the impact of the options’ market-based conditions in the original grant date and modification date fair values. The original grant date fair value of these options was negligible. The Company will recognize expense on these options in the period and to the extent that it satisfies the performance-based vesting conditions, which require completion of an effective offering in the public markets or a qualifying sale of the Company.

The performance-based options are divided into three tranches, each of which will either vest or be cancelled in two halves upon an initial public offering (“IPO”) or change in control, depending on whether ACAS achieves certain market-based conditions, internal rates of return or returns on investment in such an event. Upon completion of an IPO, vesting of the performance-based options will occur in two stages. The first stage occurs 30 days after the effective time of the IPO at which time 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return, ranging between 25–40% or certain minimum returns on investment ranging between 2.0–2.7x. If neither goal is met, the options in this tranche will be cancelled. The second stage occurs on the earlier of two years after the effective time of an IPO or upon the sale by ACAS of its investments in the Company, at which time the remaining 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return ranging between 25–40% or certain minimum returns on investment of 2.0–2.7x. If neither goal is met, the options in this tranche will be cancelled. The Company will record stock compensation expense in connection with these options in the event

F-43

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

it completes an effective offering in the public markets or a qualifying sale of the Company, regardless of whether ACAS achieves the related market-based conditions.

The modifications of the performance-based stock options were accounted for under FASB-issued authoritative guidance on stock-based payments, such that the total compensation cost measured at the date of modification was determined to be the grant-date fair value of the original award plus the incremental cost resulting from the modification, in which vesting of both the original and modified awards were considered to be probable. Because these options contain market-based vesting criteria, the Company used a Monte Carlo simulation model, as opposed to a Black-Scholes model, to value such options. In the Monte Carlo simulation model, weekly stock prices were simulated until the liquidity event time using a geometric Brownian motion model. Based on the simulated stock price at the liquidity event and the vesting requirements, the number of vested shares was determined. The stock price at liquidity and the options’ exercise price were used to determine the intrinsic value per share of the options at the liquidity event. The intrinsic value was then discounted to the present at the risk free rate to determine the option fair value for each simulation. Fifty thousand simulations were run for each valuation date, and the sum value of those simulations was averaged to determine the value of the options. Key valuation assumptions as of the January 1, 2006 modification are an expected term of 4.5 years, volatility of 41.8%, a risk-free rate of interest of 4.3%, and a dividend yield of 0%. Key valuation assumptions as of the December 7, 2007 modification are an expected term of 2.6 years, volatility of 39.8%, a risk-free rate of interest of 3.1%, and a dividend yield of 0%.

The Call Option Agreement also provides Mr. Logan with an option to purchase 150,875 shares of the Company’s common stock held by ACAS that vest on a monthly schedule. The exercise price of these options is $10.45 per share and the total incremental fair value resulting from the option modification is $592,000. All such options vested as of June 30, 2008.

The modification of the time-based stock options were accounted for under FASB-issued authoritative guidance on stock-based payments, such that the total compensation cost measured at the date of modification was determined to be the grant-date fair value of the original award plus the incremental cost resulting from the modification, in which vesting of both the original and modified awards were considered to be probable. These options were valued using the Black-Scholes model. Key valuation assumptions as of the January 1, 2006 modification are an expected term of 4.5 years, volatility of 41.8%, a risk-free rate of interest of 4.3%, and a dividend yield of 0%.

All options granted by ACAS and its affiliates to Mr. Logan pursuant to the Call Option Agreement are to be reduced on an economically equivalent basis in the event the Company grants Mr. Logan options to purchase shares of Mirion common stock after the date of the Call Option Agreement, provided such options are no less favorable to Mr. Logan.

These 463,794 and 150,875 options were granted by ACAS and are supported by the Company’s stock held by ACAS. They are not part of the Mirion 2006 stock plan and are therefore not included in the “Share options activity” table presented in Note 13.

15.   SEGMENT AND GEOGRAPHIC INFORMATION

The Company manages its business operations through five strategic business units. Based upon the information reported to the chief operating decision maker, who is the Chief Executive Officer, the Company has the following reportable segments: Health Physics, Radiation Monitoring Systems, Sensing Systems, Dosimetry Services and Imaging Systems.

•  The Health Physics segment sells dosimeters, detection equipment and contamination & clearance monitors to power and utility companies, military organizations and governmental agencies. In the Health Physics segment, the active dosimetry product line represented 12%, 11% and 11% of consolidated revenue for fiscal 2007, 2008 and 2009 and 11% (unaudited) and 6% (unaudited) of

F-44

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

consolidated revenue for the six months ended December 31, 2008 and 2009. The contamination and clearance monitors product line represented 8%, 8% and 10% of consolidated revenue for fiscal 2007, 2008 and 2009 and 8% (unaudited) and 16% (unaudited) of consolidated revenue for the six months ended December 31, 2008 and 2009.

•  The Radiation Monitoring Systems segment sells radiation monitoring systems to the nuclear end market. The Radiation Monitoring Systems segment consists of a single product line and represents 20%, 23% and 20% of consolidated revenue for fiscal 2007, 2008 and 2009 and 21% (unaudited) and 26% (unaudited) of consolidated revenue for the six months ended December 31, 2008 and 2009.

•  The Sensing Systems segment supplies electrical penetration and reactor control equipment to the builders and operators of nuclear reactors. No single product line in the Sensing Systems segment represented more than 10% of consolidated revenue for fiscal 2007, 2008 and 2009 and no single product line in the Sensing Systems segment represented more than 10% (unaudited) of consolidated revenue for the six months ended December 31, 2008 and 2009.

•  The Dosimetry Services segment provides dosimetry services to employers of radiation workers in the nuclear and medical end markets. The Dosimetry Services segment consists of a single product line and represents 16%, 15% and 15% of consolidated revenue for fiscal 2007, 2008 and 2009 and 15% (unaudited) and 13% (unaudited) of consolidated revenue for the six months ended December 31, 2008 and 2009.

•  The Imaging Systems segment sells specialized cameras for use in difficult and hazardous environments. No single product line in the Imaging Systems segment represented more than 10% of consolidated revenue in fiscal 2007, 2008 and 2009 and no single product line in the Imaging Systems segment represented more than 10% (unaudited) of consolidated revenue for the six months ended December 31, 2008 and 2009.

F-45

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Summarized financial information by reporting segment was as follows (in thousands):

										Six Months Ended
	Year Ended June 30,									December 31,
	2007			2008			2009			2008			2009
										(unaudited)
Revenue:
Health Physics	$	58,020		$	58,691		$	69,109		$	33,140		$	36,696
Radiation Monitoring Systems		33,521			43,201			41,116			20,803			27,765
Sensing Systems		29,049			39,866			44,979			22,858			22,338
Dosimetry Services		27,785			28,824			29,457			14,830			14,445
Imaging Systems		20,658			21,187			17,102			8,888			7,414
Total	$	169,033		$	191,769		$	201,763		$	100,519		$	108,658
(Loss) income from operations:
Health Physics	$	(993	)	$	(912	)	$	6,317		$	776		$	1,875
Radiation Monitoring Systems		1,775			1,085			4,109			1,793			3,349
Sensing Systems		3,881			10,234			14,973			8,395			8,801
Dosimetry Services		5,879			7,746			7,968			4,019			3,561
Imaging Systems		200			1,339			1,064			428			334
Unallocated corporate items		(7,354	)		(8,555	)		(15,553	)		(6,272	)		(8,358	)
Total	$	3,388		$	10,937		$	18,878		$	9,139		$	9,562
Depreciation and amortization:
Health Physics	$	3,167		$	3,225		$	2,780		$	1,369		$	1,162
Radiation Monitoring Systems		2,188			2,268			1,927			1,119			1,108
Sensing Systems		3,321			2,172			1,806			852			959
Dosimetry Services		5,773			5,025			4,283			2,030			2,167
Imaging Systems		1,849			1,467			1,410			824			625
Unallocated corporate items		4			25			273			78			300
Total	$	16,302		$	14,182		$	12,479		$	6,272		$	6,321
Interest expense:
Health Physics	$	2,932		$	3,326		$	3,019		$	1,766		$	1,065
Radiation Monitoring Systems		2,932			3,326			3,019			1,766			1,074
Sensing Systems		2,871			2,971			2,408			1,286			1,105
Dosimetry Services		7,674			7,756			6,935			3,697			3,238
Imaging Systems		2,871			2,971			2,408			1,268			1,105
Unallocated corporate items		—			—			—			—			—
Total	$	19,280		$	20,350		$	17,789		$	9,783		$	7,587

	As of June 30,				As of December 31,
	2008		2009		2009
					(unaudited)
Total assets:
Health Physics	$	112,324	$	94,883	$	103,521
Radiation Monitoring Systems		76,634		85,915		80,743
Sensing Systems		52,713		47,641		52,924
Dosimetry Services		74,219		71,690		74,111
Imaging Systems		28,033		24,829		25,325
Unallocated corporate items		454		4,796		11,916
Total	$	344,377	$	329,754	$	348,540

F-46

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The Company conducts its operations throughout the world. Revenue is attributed to each geographic location based on the locations of end customers. Assets and Long-lived assets are attributed based on where the assets are located. Revenue, assets and long-lived assets by geographic location were as follows (in thousands):

							Six Months Ended
	Year Ended June 30,						December 31,
	2007		2008		2009		2008		2009
							(unaudited)
Revenue:
North American markets(1)	$	65,356	$	68,840	$	77,435	$	39,886	$	40,550
European markets		82,117		90,189		93,977		40,950		52,139
Asia Pacific markets		21,560		32,740		30,351		19,683		15,969
Total	$	169,033	$	191,769	$	201,763	$	100,519	$	108,658

	As of June 30,				As of December 31,
	2008		2009		2009
					(unaudited)
Assets:
North America	$	140,520	$	140,927	$	155,345
Europe		203,784		188,626		192,988
Asia Pacific/Japan		73		201		207
Total Assets	$	344,377	$	329,754	$	348,540
Long-lived assets:
North America	$	7,506	$	8,593	$	8,697
Europe		10,111		9,486		9,984
Asia Pacific/Japan		1		1		1
Total	$	17,618	$	18,080	$	18,682

(1) North American markets include all products marketed in the United States and Canada.

16.   SUBSEQUENT EVENTS

On February 26, 2010, the Board of Directors resolved that 3,420,636 outstanding warrants become exercisable upon the consummation of an initial public offering.

On March 12, 2010, the Board of Directors resolved the following:

•  Increased the number of authorized shares of all classes of stock to 80,000,000: (i) 78,500,000 shares of common stock, consisting of 61,328,125 shares of Class A Voting Common Stock and 17,171,875 shares of Class B Non-Voting Common stock, and (ii) 1,500,000 shares of Preferred Stock, consisting of 1,200,000 shares of Series A-1 Convertible Participating Preferred Stock and 300,000 shares of Series A-2 Convertible Participating Preferred Stock.

•  Declared an 8.5-for-1 stock split of the Company’s outstanding common stock. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the stock split for all periods presented.

Unaudited: On March 16, 2010, the Board of Directors resolved to approve the terms of senior credit facilities for the Company and certain of its European subsidiaries, which provides for an aggregate borrowing capacity of up to $90 million and the equivalent in euros of $35 million.

F-47

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Unaudited: On March 18, 2010, the Board of Directors resolved the following:

•  Approved the letter agreement providing for the payment of cash dividends in lieu of stock dividends, during the period from March 1, 2010 through the consummation of this offering, on shares of the Company’s outstanding convertible preferred stock at a rate equal to the number of shares of common stock that holders would have otherwise received in stock dividends upon conversion of the convertible preferred stock during that period multiplied by the initial public offering price.

•  Approved the adoption of the Company’s amended and restated certificate of incorporation to be adopted prior to the consummation of this offering.

•  Adopted the Company’s amended and restated stock plan, to be effective at the pricing of the Company’s common stock to be sold in this offering.

•  Approved the grant of options to purchase 128,273 shares of the Company’s common stock under the Company’s amended and restated stock plan, subject to and as of the date of pricing of the Company’s common stock to be sold in this offering, with an exercise price per share equal to 100% of the fair market value of the Company’s common stock as of the grant date.

•  Approved the termination of an investment banking services agreement with ACFS, subject to the consummation of this offering.

F-48

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.   Other Expenses of Issuance and Distribution.

The following table sets forth expenses to be paid by the registrant in connection with the offering described in this Registration Statement. Each of the amounts set forth below, other than the Registration fee and the FINRA filing fee, is an estimate.

	Amount
Registration fee	$	13,784
FINRA filing fee		22,005
NASDAQ listing fee		125,000
Transfer agent’s fees		10,000
Printing and engraving expenses		300,000
Legal fees and expenses		1,935,000
Accounting fees and expenses		6,707,381
Miscellaneous		272,347
Total	$	9,385,517

Item 4.  Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Bylaws that will be adopted by the Registrant upon the consummation of this offering provide for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Certificate of Incorporation that will be adopted by the Registrant upon the consummation of this offering provides for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement will provide for indemnification of the Registrant and its directors and certain officers by the underwriters of this offering. The Registration Rights Agreement to be filed as Exhibit 4.2 to this Registration Statement will provide for

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indemnification of the Registrant and its directors and certain officers against certain liabilities related to the offering of the common stock thereunder.

Item 15.   Recent Sales of Unregistered Securities.

(a) Since September 30, 2006, the Registrant issued the following unregistered securities:

1.   Common Stock

On October 3, 2006, the Registrant issued 357,271 shares of Class B Non-Voting Common Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 357,271 shares of Class B Non-Voting Common Stock held by ACAS.

2.   Preferred Stock

On October 3, 2006, the Registrant issued 677,426 shares of Series A-1 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 677,426 shares of Series A-1 Convertible Participating Preferred Stock to ACAS.

3.   Preferred Stock

On October 3, 2006, the Registrant issued 70,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 70,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS.

4.   Warrants

On October 3, 2006, the Registrant issued warrants to purchase 3,223,726 shares of common stock at an exercise price of $0.00018 per share to ACAS and certain of its affiliates upon cancellation of a prior issuance of warrants to purchase 3,223,726 shares of common stock at an exercise price of $0.00118 per share to ACAS.

5.   Common Stock

On October 3, 2007, the Registrant issued 250,086 shares of Class B Non-Voting Common Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 250,086 shares of Class B Non-Voting Common Stock to ACAS.

6.   Preferred Stock

On October 3, 2007, the Registrant issued 474,198 shares of Series A-1 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 474,198 shares of Series A-1 Convertible Participating Preferred Stock to ACAS.

7.   Preferred Stock

On October 3, 2007, the Registrant issued 49,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 49,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS.

8.   Warrants

On October 3, 2007, the Registrant issued warrants to purchase 2,241,509 shares of common stock at an exercise price of $0.00012 per share to ACAS and certain of its affiliates upon cancellation of a prior issuance of warrants to purchase 2,241,509 shares of common stock at an exercise price of $0.00012 per share to ACAS.

9.   Options

On May 1, 2008, the Registrant issued and sold 1,275 shares of Class B Non-Voting Common Stock to a former employee upon an exercise of stock options vested under the Registrant’s 2006 Stock Plan at an exercise price of $10.45 per share, for aggregate consideration of $13,312.50.

II-2

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes that each transaction was exempt from the registration requirements of the Securities Act pursuant to Section 4(2), with respect to items (1) through (8) above, as transactions by an issuer not involving a public offering, and Rule 701 promulgated thereunder, with respect to item (9) above, as a transaction pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701. The recipients of securities in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

(b) Since September 30, 2006, the Registrant granted the following stock options to purchase common stock to employees, directors and consultants:

1. On October 2, 2006, the Registrant issued stock options covering an aggregate of 40,409 shares of its common stock at an exercise price of $13.84 per share and an aggregate price of $558,975 under the Registrant’s 2006 Stock Plan.

2. On September 6, 2007, the Registrant issued stock options covering an aggregate of 62,262 shares of its common stock at an exercise price of $14.27 per share and an aggregate price of $888,083 under the Registrant’s 2006 Stock Plan.

3. On November 5, 2007, the Registrant issued stock options covering an aggregate of 127,500 shares of its common stock at an exercise price of $16.31 per share and an aggregate price of $1,662,960 under the Registrant’s 2006 Stock Plan, 25,500 of which were cancelled in July 2008.

4. On January 7, 2008, the Registrant issued stock options covering an aggregate of 68,000 shares of its common stock at an exercise price of $16.31 per share and an aggregate price of $1,108,640 under the Registrant’s 2006 Stock Plan.

5. On January 8, 2008, the Registrant issued stock options covering an aggregate of 12,750 shares of its common stock at an exercise price of $16.31 per share and an aggregate price of $207,870 under the Registrant’s 2006 Stock Plan.

6. On January 22, 2008, the Registrant issued stock options covering an aggregate of 4,250 shares of its common stock at an exercise price of $16.31 per share and an aggregate price of $69,290 under the Registrant’s 2006 Stock Plan.

7. On January 28, 2008, the Registrant issued stock options covering an aggregate of 76,500 shares of its common stock at an exercise price of $16.31 per share and an aggregate price of $1,247,220 under the Registrant’s 2006 Stock Plan.

8. On March 28, 2008, the Registrant issued stock options covering an aggregate of 17,000 shares of its common stock at an exercise price of $13.10 per share and an aggregate price of $222,600 under the Registrant’s 2006 Stock Plan.

9. On March 31, 2008, the Registrant issued stock options covering an aggregate of 136,000 shares of its common stock at an exercise price of $13.10 per share and an aggregate price of $1,780,800 under the Registrant’s 2006 Stock Plan.

10. On August 5, 2008, the Registrant issued stock options covering an aggregate of 262,530 shares of its common stock at an exercise price of $17.06 per share and an aggregate price of $4,476,926 under the Registrant’s 2006 Stock Plan.

11. On August 5, 2008, the Registrant issued stock options covering an aggregate of 17,000 shares of its common stock at an exercise price of $17.06 per share and an aggregate price of $289,900 under the Registrant’s 2006 Stock Plan.

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12. On December 9, 2008, the Registrant issued stock options covering an aggregate of 8,500 shares of its common stock at an exercise price of $16.97 per share and an aggregate price of $144,240 under the Registrant’s 2006 Stock Plan.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes each transaction was exempt from the registration requirements of the Securities Act in reliance on Rule 701 promulgated thereunder, with respect to items (1), (2), (3), (5), (7), (8), (10) and (12) above, as transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701, and Section 4(2) thereof and Regulation D promulgated thereunder, with respect to items (4), (9) and (11) above, as transactions by an issuer not involving a public offering. The recipients of securities in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

Item 16.   Exhibits and Financial Statement Schedules.

(a)   Exhibits

Exhibit No.			Document
	1.1	*	Form of Underwriting Agreement
	3.1	**	Form of Amended and Restated Certificate of Incorporation
	3.2	**	Form of Amended and Restated Bylaws
	4.1		Specimen Common Stock Certificate of the Registrant
	4.2	**	Form of Registration Rights Agreement
	5.1	*	Opinion of Davis Polk & Wardwell LLP
	10.1	**	Shareholder Loan Agreement dated September 23, 2005 between Dosimetry Acquisitions (France) and ACAS
	10.1.1	**	Amendment 1 dated November 14, 2005 to Shareholder Loan Agreement
	10.1.2	**	Amendment No. 2 dated September 13, 2006 to Shareholder Loan Agreement
	10.1.3	**	Third Amendment dated May 14, 2008 to Shareholder Loan Agreement
	10.1.4	**	Fourth Amendment dated July 20, 2009 to Shareholder Loan Agreement
	10.2	**	Note and Equity Purchase Agreement dated June 23, 2004 by and among MGP Instruments, Inc., Dosimetry Acquisitions (U.S.), Inc. and American Capital Financial Services, Inc. and various purchasers
	10.2.1	**	Amendment No. 1 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated October 22, 2004
	10.2.2	**	Amendment No. 2 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated November 1, 2005
	10.2.3	**	Amendment No. 2 and Consent to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2005
	10.2.4	**	Amendment No. 3 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated June 30, 2006
	10.2.5	**	Amendment No. 4 and Waiver to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2006
	10.2.6	**	Amendment No. 4 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated May 14, 2008
	10.2.7	**	Cross Guaranty of the Registrant, MGP Instruments, Inc. and Dosimetry Acquisitions (U.S.), Inc.
	10.2.8	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. (fka MGP Instruments, Inc.) dated June 15, 2009
	10.2.9	**	Waiver and Amendment Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. dated July 31, 2009
	10.2.10	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. dated September 17, 2009

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Exhibit No.			Document
	10.2.11	**	Senior Subordinated Note dated June 23, 2004 between MGP Instruments, Inc. and American Capital Strategies, Ltd.
	10.2.12	**	Junior Subordinated Note dated June 23, 2004 between MGP Instruments, Inc. and American Capital Strategies, Ltd.
	10.2.13	**	Revolving Note dated June 23, 2004 between MGP Instruments, Inc. and American Capital Strategies, Ltd.
	10.2.14	**	Form of Senior Term B Note
	10.2.15	**	Schedule of Senior Term B Notes substantially identical in all material respects to the Form of Senior Term B Note
	10.3	**	Amended and Restated Note and Equity Purchase Agreement dated October 29, 2004 by and among IST Acquisitions, Inc., Imaging and Sensing Technology Corporation and subsidiaries and American Capital Financial Services, Inc. and various purchasers
	10.3.1	**	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 24, 2005
	10.3.2	**	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated October 21, 2005
	10.3.3	**	Amendment No. 2 and Consent to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2005
	10.3.4	**	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 16, 2006
	10.3.5	**	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated September 13, 2006
	10.3.6	**	Amendment No. 4 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2006
	10.3.7	**	Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated July 20, 2007
	10.3.8	**	Amendment No. 5 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 14, 2008
	10.3.9	**	Cross Guaranty of the Registrant and Imaging and Sensing Technology Corporation dated January 1, 2006
	10.3.10	**	Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation (fka Imaging and Sensing Technology Corporation) dated June 15, 2009
	10.3.11	**	Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation dated August 4, 2009
	10.3.12	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation dated September 17, 2009
	10.3.13	**	Senior Term C Note dated October 29, 2004 between IST Acquisitions, Inc., Imaging and Sensing Technology Corporation, I.S. Technology de Puerto Rico, Inc., IST Instruments, Inc., Imaging and Sensing Technology International Corp., IST Conax Nuclear, Inc., Quadtek, Inc. and American Capital Strategies, Ltd.
	10.3.14	**	Stockholders Agreement dated May 24, 2004 between IST Acquisitions, Inc. and American Capital Strategies, Ltd.
	10.4	**	Amended and Restated Note and Equity Purchase Agreement dated November 10, 2004 by and among Global Dosimetry Solutions, Inc. and American Capital Financial Services, Inc. and various purchasers
	10.4.1	**	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated October 14, 2005
	10.4.2	**	Consent to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2005
	10.4.3	**	Amendment No. 2 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated February 1, 2006

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Exhibit No.			Document
	10.4.4	**	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated March 28, 2006
	10.4.5	**	Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 15, 2006
	10.4.6	**	Amendment No. 5 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2006
	10.4.7	**	Cross Guaranty of the Registrant and Global Dosimetry Solutions, Inc. dated January 1, 2006
	10.4.8	**	Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. (fka Global Dosimetry Solutions, Inc.) dated June 15, 2009
	10.4.9	**	Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. dated July 31, 2009
	10.4.10	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. dated September 17, 2009
	10.5	**	First Lien Pledge and Security Agreement made by the Registrant in favor of American Financial Services, Inc. dated January 1, 2006
	10.6.1	**	Form of Indemnification Agreement for ACAS designees
	10.6.2	**	Form of Indemnification Agreement for other directors and officers
	10.7	**	Investment Banking Services Agreement dated December 25, 2005 between the Registrant and American Capital Financial Services, Inc.
	10.8	**	Lease Agreement dated December 28, 2005 between the Registrant and Alexander Properties Company
	10.8.1	**	Addendum 1 dated August 29, 2007 to Lease Agreement dated December 28, 2005 between the Registrant and Alexander Properties Company
	10.8.2	**	Addendum 2 dated June 10, 2008 to Lease Agreement dated December 22, 2005 between the Registrant and Alexander Properties Company
	10.9	**	Lease Agreement dated December 1, 1999 between the Registrant and Sonwil Development Group, L.L.C.
	10.10	**	Lease Agreement dated January 29, 2004 between the Registrant and The Irvine Company
	10.11	**	2006 Stock Plan
	10.11.1	**	First Amendment to 2006 Stock Plan
	10.11.2	**	Amendment to 2006 Stock Plan
	10.12	**	Form of Stock Option Agreement under 2006 Stock Plan
	10.13	**	Form of Amended and Restated 2006 Stock Plan
	10.14	**	Form of Stock Option Agreement under Amended and Restated 2006 Stock Plan
	10.15	**	Second Amended and Restated Call Option Agreement among Thomas D. Logan and ACAS
	10.16	**	Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.16.1	**	Section 409A Amendment dated December 22, 2008 to Employment Agreement of Thomas D. Logan
	10.16.2	**	Amendment 2 dated January 1, 2009 to the Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.17	**	Employment Agreement dated March 28, 2008 between the Registrant and Jack Pacheco
	10.17.1	**	Section 409A Amendment dated December 18, 2008 to Employment Agreement of Jack Pacheco
	10.18	**	Employment Agreement dated January 7, 2008 between the Registrant and Seth Rosen
	10.18.1	**	Section 409A Amendment dated December 18, 2008 to Employment Agreement of Seth Rosen
	10.19	**	Employment Agreement dated March 2, 2006 between the Registrant and W. Antony Besso
	10.19.1	**	Addendum dated November 26, 2007 to Employment Agreement of W. Antony Besso
	10.19.2	**	Bonus Agreement dated December 13, 2008 between the Registrant and W. Antony Besso
	10.20	**	Executive Bonus Plan
	10.21	**	Form of Warrant
	10.22	**	Schedule of warrants substantially identical in all material respects to the Form of Warrant

II-6

Exhibit No.			Document
	10.23	**	Stockholders Agreement entered into as of December 22, 2005, by and among Global Monitoring Systems, Inc., American Capital Strategies, Ltd., and various stockholders
	10.23.1	**	First Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated February 15, 2006
	10.23.2	**	Second Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated July 13, 2006
	10.23.3	**	Third Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated October 31, 2007
	10.23.4	**	Fourth Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated June 30, 2009
	10.24		Form of Credit Agreement among Mirion Technologies, Inc., Mirion Technologies (Synodys) SA, Mirion Technologies (IST France) SAS, JPMorgan Chase Bank, National Association, J.P. Morgan Europe Limited, J.P. Morgan Securities Inc. and Fifth Third Bank
	21.1	**	Subsidiaries of the Registrant
	23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23.2	*	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	24.1	**	Power of Attorney (included on signature page)
	99.1	**	Consent of Dustin G. Smith to being named as a director nominee
	99.2	**	Consent of Brian S. Graff to being named as a director nominee
	99.3	**	Consent of Michael T. Everett to being named as a director nominee
	99.4	**	Consent of Earl R. Lewis to being named as a director nominee
	99.5	**	Consent of Alfred E. Barry, Jr. to being named as a director nominee

*	To be filed by amendment.
**	Previously filed.

Item 17.   Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement

II-7

relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a Registration Statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, in a primary offering of securities of the registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(i) any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

(iv) any other communication that is an offer in the offering made by the registrant to the purchaser.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment number six to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on March 30, 2010.

MIRION TECHNOLOGIES, INC.

By:  /s/  Thomas D. Logan

Name:     Thomas D. Logan

Title:  President, Chief Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/  Thomas D. Logan Thomas D. Logan (Principal Executive Officer)		President, Chief Executive Officer and Chairman of the Board	March 30, 2010
/s/  Jack A. Pacheco Jack A. Pacheco (Principal Financial and Accounting Officer)		Vice President and Chief Financial Officer	March 30, 2010
* Robert J. Klein		Director	March 30, 2010
*By:	/s/  Thomas D. Logan Thomas D. Logan Attorney-in-fact

II-9

EXHIBIT INDEX

Exhibit No.			Document
	1.1	*	Form of Underwriting Agreement
	3.1	**	Form of Amended and Restated Certificate of Incorporation
	3.2	**	Form of Amended and Restated Bylaws
	4.1		Specimen Common Stock Certificate of the Registrant
	4.2	**	Form of Registration Rights Agreement
	5.1	*	Opinion of Davis Polk & Wardwell LLP
	10.1	**	Shareholder Loan Agreement dated September 23, 2005 between Dosimetry Acquisitions (France) and ACAS
	10.1.1	**	Amendment 1 dated November 14, 2005 to Shareholder Loan Agreement
	10.1.2	**	Amendment No. 2 dated September 13, 2006 to Shareholder Loan Agreement
	10.1.3	**	Third Amendment dated May 14, 2008 to Shareholder Loan Agreement
	10.1.4	**	Fourth Amendment dated July 20, 2009 to Shareholder Loan Agreement
	10.2	**	Note and Equity Purchase Agreement dated June 23, 2004 by and among MGP Instruments, Inc., Dosimetry Acquisitions (U.S.), Inc. and American Capital Financial Services, Inc. and various purchasers
	10.2.1	**	Amendment No. 1 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated October 22, 2004
	10.2.2	**	Amendment No. 2 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated November 1, 2005
	10.2.3	**	Amendment No. 2 and Consent to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2005
	10.2.4	**	Amendment No. 3 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated June 30, 2006
	10.2.5	**	Amendment No. 4 and Waiver to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2006
	10.2.6	**	Amendment No. 4 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated May 14, 2008
	10.2.7	**	Cross Guaranty of the Registrant, MGP Instruments, Inc. and Dosimetry Acquisitions (U.S.), Inc.
	10.2.8	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. (fka MGP Instruments, Inc.) dated June 15, 2009
	10.2.9	**	Waiver and Amendment Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. dated July 31, 2009
	10.2.10	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. dated September 17, 2009
	10.2.11	**	Senior Subordinated Note dated June 23, 2004 between MGP Instruments, Inc. and American Capital Strategies, Ltd.
	10.2.12	**	Junior Subordinated Note dated June 23, 2004 between MGP Instruments, Inc. and American Capital Strategies, Ltd.
	10.2.13	**	Revolving Note dated June 23, 2004 between MGP Instruments, Inc. and American Capital Strategies, Ltd.
	10.2.14	**	Form of Senior Term B Note
	10.2.15	**	Schedule of Senior Term B Notes substantially identical in all material respects to the Form of Senior Term B Note
	10.3	**	Amended and Restated Note and Equity Purchase Agreement dated October 29, 2004 by and among IST Acquisitions, Inc., Imaging and Sensing Technology Corporation and subsidiaries and American Capital Financial Services, Inc. and various purchasers
	10.3.1	**	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 24, 2005

Exhibit No.			Document
	10.3.2	**	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated October 21, 2005
	10.3.3	**	Amendment No. 2 and Consent to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2005
	10.3.4	**	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 16, 2006
	10.3.5	**	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated September 13, 2006
	10.3.6	**	Amendment No. 4 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2006
	10.3.7	**	Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated July 20, 2007
	10.3.8	**	Amendment No. 5 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 14, 2008
	10.3.9	**	Cross Guaranty of the Registrant and Imaging and Sensing Technology Corporation dated January 1, 2006
	10.3.10	**	Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation (fka Imaging and Sensing Technology Corporation) dated June 15, 2009
	10.3.11	**	Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation dated August 4, 2009
	10.3.12	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation dated September 17, 2009
	10.3.13	**	Senior Term C Note dated October 29, 2004 between IST Acquisitions, Inc., Imaging and Sensing Technology Corporation, I.S. Technology de Puerto Rico, Inc., IST Instruments, Inc., Imaging and Sensing Technology International Corp., IST Conax Nuclear, Inc., Quadtek, Inc. and American Capital Strategies, Ltd.
	10.3.14	**	Stockholders Agreement dated May 24, 2004 between IST Acquisitions, Inc. and American Capital Strategies, Ltd.
	10.4	**	Amended and Restated Note and Equity Purchase Agreement dated November 10, 2004 by and among Global Dosimetry Solutions, Inc. and American Capital Financial Services, Inc. and various purchasers
	10.4.1	**	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated October 14, 2005
	10.4.2	**	Consent to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2005
	10.4.3	**	Amendment No. 2 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated February 1, 2006
	10.4.4	**	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated March 28, 2006
	10.4.5	**	Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 15, 2006
	10.4.6	**	Amendment No. 5 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2006
	10.4.7	**	Cross Guaranty of the Registrant and Global Dosimetry Solutions, Inc. dated January 1, 2006
	10.4.8	**	Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. (fka Global Dosimetry Solutions, Inc.) dated June 15, 2009
	10.4.9	**	Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. dated July 31, 2009
	10.4.10	**	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. dated September 17, 2009

Exhibit No.			Document
	10.5	**	First Lien Pledge and Security Agreement made by the Registrant in favor of American Financial Services, Inc. dated January 1, 2006
	10.6.1	**	Form of Indemnification Agreement for ACAS designees
	10.6.2	**	Form of Indemnification Agreement for other directors and officers
	10.7	**	Investment Banking Services Agreement dated December 25, 2005 between the Registrant and American Capital Financial Services, Inc.
	10.8	**	Lease Agreement dated December 28, 2005 between the Registrant and Alexander Properties Company
	10.8.1	**	Addendum 1 dated August 29, 2007 to Lease Agreement dated December 28, 2005 between the Registrant and Alexander Properties Company
	10.8.2	**	Addendum 2 dated June 10, 2008 to Lease Agreement dated December 22, 2005 between the Registrant and Alexander Properties Company
	10.9	**	Lease Agreement dated December 1, 1999 between the Registrant and Sonwil Development Group, L.L.C.
	10.10	**	Lease Agreement dated January 29, 2004 between the Registrant and The Irvine Company
	10.11	**	2006 Stock Plan
	10.11.1	**	First Amendment to 2006 Stock Plan
	10.11.2	**	Amendment to 2006 Stock Plan
	10.12	**	Form of Stock Option Agreement under 2006 Stock Plan
	10.13	**	Form of Amended and Restated 2006 Stock Plan
	10.14	**	Form of Stock Option Agreement under Amended and Restated 2006 Stock Plan
	10.15	**	Second Amended and Restated Call Option Agreement among Thomas D. Logan and ACAS
	10.16	**	Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.16.1	**	Section 409A Amendment dated December 22, 2008 to Employment Agreement of Thomas D. Logan
	10.16.2	**	Amendment 2 dated January 1, 2009 to the Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.17	**	Employment Agreement dated March 28, 2008 between the Registrant and Jack Pacheco
	10.17.1	**	Section 409A Amendment dated December 18, 2008 to Employment Agreement of Jack Pacheco
	10.18	**	Employment Agreement dated January 7, 2008 between the Registrant and Seth Rosen
	10.18.1	**	Section 409A Amendment dated December 18, 2008 to Employment Agreement of Seth Rosen
	10.19	**	Employment Agreement dated March 2, 2006 between the Registrant and W. Antony Besso
	10.19.1	**	Addendum dated November 26, 2007 to Employment Agreement of W. Antony Besso
	10.19.2	**	Bonus Agreement dated December 13, 2008 between the Registrant and W. Antony Besso
	10.20	**	Executive Bonus Plan
	10.21	**	Form of Warrant
	10.22	**	Schedule of warrants substantially identical in all material respects to the Form of Warrant
	10.23	**	Stockholders Agreement entered into as of December 22, 2005, by and among Global Monitoring Systems, Inc., American Capital Strategies, Ltd., and various stockholders
	10.23.1	**	First Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated February 15, 2006
	10.23.2	**	Second Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated July 13, 2006
	10.23.3	**	Third Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated October 31, 2007
	10.23.4	**	Fourth Amendment to Stockholders Agreement of Mirion Technologies, Inc. (f/k/a Global Monitoring Systems, Inc.) dated June 30, 2009
	10.24		Form of Credit Agreement among Mirion Technologies, Inc., Mirion Technologies (Synodys) SA, Mirion Technologies (IST France) SAS, JPMorgan Chase Bank, National Association, J.P. Morgan Europe Limited, J.P. Morgan Securities Inc. and Fifth Third Bank

Exhibit No.			Document
	21.1	**	Subsidiaries of the Registrant
	23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23.2	*	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	24.1	**	Power of Attorney (included on signature page)
	99.1	**	Consent of Dustin G. Smith to being named as a director nominee
	99.2	**	Consent of Brian S. Graff to being named as a director nominee
	99.3	**	Consent of Michael T. Everett to being named as a director nominee
	99.4	**	Consent of Earl R. Lewis to being named as a director nominee
	99.5	**	Consent of Alfred E. Barry, Jr. to being named as a director nominee

*	To be filed by amendment.
**	Previously filed.

EX-4.1

Exhibit 4.1

016570| 003590|127C|RESTRICTED||4|057-423 COMMON STOCK COMMON STOCK ADD ADD ADD ADD DESIGNATION MR PO PAR VALUE $0.001 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY BOX A 4 3 2 1 SAMPLE 43004, Certificate Shares Number 6 0 0 6 2 0 6 0 0 6 2 0 (IF Providence, ZQ 000000 ANY) 6 0 0 6 2 0 MIRION TECHNOLOGIES, INC. 6 0 0 6 2 0 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 6 0 0 6 2 0 Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample RI Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David THIS CERTIFIES THAT Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander 02940 David Sample MR. SAMPLE Mr. Alexander David Sample Mr. Alexander            David &Sample MRS. Mr. Alexander            David SAMPLE Sample Mr. Alexander David Sample Mr. & Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample CUSIP 604702 10 0 Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander - MR. SAMPLE & MRS. SAMPLE SEE REVERSE FOR CERTAIN DEFINITIONS 3004 David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Sample Mr. Sample is the owner of 600620Shares600620Shares600620Shares600620Shares600620Shares600620 Shares600620Shares600620Shares 600620Shares600620Shares600620Shares600620Shares600620Shares600620Sh ares600620Shares600620Shares 600620Shares600620Shares600620Shares600620Shares600620Shares600620Sh ares600620Shares600620Shares6 00620Shares600620Shares600620Shares600620Shares600620Shares600620Sha res600620Shares600620Shares60 SIX HUNDRED THOUSAND 0620Shares600620Shares600620Shares600620Shares600620Shares600620Shar es600620Shares600620Shares600 620Shares600620Shares600620Shares600620Shares600620Shares600620Share s600620Shares600620Shares60062 0Shares600620Shares600620Shares600620Shares600620Shares600620Shares 600620Shares600620Shares600620 Shares600620Shares600620Shares600620Shares600620Shares600620Shares 600620Shares600620Shares600620 Shares600620Shares600620Shares600620Shares600620Shares600620Shares 600620Shares600620Shares600620 SIX HUNDRED AND TWENTY Shares600620Shares600620Shares600620Shares600620Shares600620Shares 600620Shares600620Shares600620S hares600620Shares600620Shares600620Shares600620Shares600620Shares6 00620Shares600620Shares600620Sh fully paid and non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Total 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/12 34567890 1234567890/1234567890 Certificate DTC Number Insurance Holder CUSIP In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers Transaction ID and to be sealed with the Seal of the Corporation. of Value Numbers Shares 12345678 DATED Month Day, Year Num/No 6 5 4 3 2 1 COUNTERSIGNED AND REGISTERED: President and Chief Executive Officer COMPUTERSHARE TRUST COMPANY, N.A. 123456789012345 . TRANSFER AGENT AND REGISTRAR, Denom XXXXXXXXXX XXXXXX 6 5 4 3 2 1 1,000,000 . 123456 Total 7 6 5 4 3 2 1         .00 XX X Secretary By AUTHORIZED SIGNATURE

MIRION TECHNOLOGIES, INC.

THE CORPORATION SHALL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATE SECRETARY OF THE CORPORATION AT THE PRINCIPAL OFFICE OF THE CORPORATION.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT	-		Custodian
			(Cust)		(Minor)
TEN ENT - as tenants by the entireties		under Uniform Gifts to Minors Act
					(State)
JT TEN - as joint tenants with right of survivorship	UNIF TRF MIN ACT	-		Custodian (until age		)
			(Cust)
				under Uniform Transfers to Minors Act
			(Minor)		(State)
Additional abbreviations may also be used though not in the above list.

	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received, the undersigned hereby sells, assigns and transfers unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

Shares

represented by the within Certificate, and do hereby irrevocably constitutes and appoints

Attorney

to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated: 20

Signature:
Signature:
	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

Signature(s) Guaranteed: Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

EX-10.24

Exhibit 10.24

CREDIT AGREEMENT

dated as of

March ___, 2010

among

MIRION TECHNOLOGIES, INC.,
MIRION TECHNOLOGIES (SYNODYS) SA

and

MIRION TECHNOLOGIES (IST FRANCE) SAS,

as Borrowers

The Lenders Party Hereto

and

JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION
as Domestic Administrative Agent

and

J.P. MORGAN EUROPE LIMITED,
as French Administrative Agent

J.P. MORGAN SECURITIES INC.
and
FIFTH THIRD BANK,
as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.01 Defined Terms		1
SECTION 1.02 Classification of Loans and Borrowings		27
SECTION 1.03 Terms Generally		27
SECTION 1.04 Accounting Terms; GAAP		27
SECTION 1.05 Currency Translations		28
ARTICLE II THE CREDITS		28
SECTION 2.01 Commitments		28
SECTION 2.02 Loans and Borrowings		28
SECTION 2.03 Requests for Borrowings		29
SECTION 2.04 Swingline Loans		30
SECTION 2.05 Letters of Credit		31
SECTION 2.06 Funding of Borrowings		36
SECTION 2.07 Interest Elections		37
SECTION 2.08 Termination, Reduction and Increase of Commitments		38
SECTION 2.09 Repayment of Loans; Evidence of Debt		41
SECTION 2.10 Prepayment of Loans		42
SECTION 2.11 Fees		44
SECTION 2.12 Interest		45
SECTION 2.13 Alternate Rate of Interest		46
SECTION 2.14 Increased Costs		47
SECTION 2.15 Break Funding Payments		49
SECTION 2.16 Taxes		50
SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs		52
SECTION 2.18 Mitigation Obligations; Replacement of Lenders		54
SECTION 2.19 Defaulting Lenders		54
SECTION 2.20 Additional Reserve Costs		56
ARTICLE III REPRESENTATIONS AND WARRANTIES		57
SECTION 3.01 Organization; Powers		57

-i-

TABLE OF CONTENTS
(continued)

	Page
SECTION 3.02 Authorization; Enforceability		57
SECTION 3.03 Governmental Approvals; No Conflicts		57
SECTION 3.04 Financial Condition; No Material Adverse Change		57
SECTION 3.05 Properties		58
SECTION 3.06 Litigation and Environmental Matters		58
SECTION 3.07 Compliance with Laws and Agreements		58
SECTION 3.08 Investment Company Status		58
SECTION 3.09 Taxes		59
SECTION 3.10 ERISA		59
SECTION 3.11 Disclosure		59
ARTICLE IV CONDITIONS		59
SECTION 4.01 Effective Date		59
SECTION 4.02 Each Credit Event		62
ARTICLE V AFFIRMATIVE COVENANTS		62
SECTION 5.01 Financial Statements; Ratings Change and Other Information		62
SECTION 5.02 Notices of Material Events		64
SECTION 5.03 Existence; Conduct of Business		65
SECTION 5.04 Payment of Obligations		65
SECTION 5.05 Maintenance of Properties; Insurance		65
SECTION 5.06 Books and Records; Inspection Rights		65
SECTION 5.07 Compliance with Laws		65
SECTION 5.08 Use of Proceeds and Letters of Credit		65
SECTION 5.09 Additional Guarantors		66
SECTION 5.10 Further Assurances		66
SECTION 5.11 Pledge of Shares of German Subsidiary		66
ARTICLE VI NEGATIVE COVENANTS		67
SECTION 6.01 Indebtedness		67
SECTION 6.02 Liens		68
SECTION 6.03 Fundamental Changes and Asset Sales		69

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TABLE OF CONTENTS
(continued)

	Page
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions		70
SECTION 6.05 Swap Agreements		71
SECTION 6.06 Restricted Payments		71
SECTION 6.07 Transactions with Affiliates		72
SECTION 6.08 Restrictive Agreements		72
SECTION 6.09 Sale and Leaseback Transactions		73
SECTION 6.10 Amendment of Material Documents		73
SECTION 6.11 Changes in Fiscal Year		73
SECTION 6.12 Financial Covenants		73
ARTICLE VII EVENTS OF DEFAULT		74
ARTICLE VIII THE ADMINISTRATIVE AGENT		77
ARTICLE IX MISCELLANEOUS		79
SECTION 9.01 Notices		79
SECTION 9.02 Waivers; Amendments		80
SECTION 9.03 Expenses; Indemnity; Damage Waiver		81
SECTION 9.04 Successors and Assigns		82
SECTION 9.05 Survival		86
SECTION 9.06 Counterparts; Integration; Effectiveness		86
SECTION 9.07 Severability		86
SECTION 9.08 Right of Setoff		86
SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process		87
SECTION 9.10 WAIVER OF JURY TRIAL		87
SECTION 9.11 Headings		88
SECTION 9.12 Confidentiality		88
SECTION 9.13 Interest Rate Limitation		89
SECTION 9.14 USA PATRIOT Act		89
SECTION 9.15 Currency of Payment		89

-iii-

SCHEDULES:

Schedule 1.01(a) — Existing Letters of Credit
Schedule 1.01(b) — Specified Times
Schedule 2.01 — Commitments
Schedule 2.20 — Mandatory Costs
Schedule 3.06 — Disclosed Matters
Schedule 4.01 — Indebtedness to be Repaid
Schedule 6.01 — Existing Indebtedness
Schedule 6.02 — Existing Liens
Schedule 6.04 — Existing Investments
Schedule 6.07 — Transactions with Affiliates
Schedule 6.08 — Existing Restrictions
Schedule 8 — Security Trust Provisions

EXHIBITS:

Exhibit A	— Form of Assignment and Assumption
Exhibit B-1	— Form of Opinion of Parent’s In-House Counsel
Exhibit B-2	— Form of Opinion of Loan Parties’ New York Counsel
Exhibit B-3	— Form of Opinion of Loan Parties’ Delaware Counsel
Exhibit B-4	— Forms of Opinion of Loan Parties’ and Administrative Agents’ Respective French Counsel
Exhibit B-4	— Forms of Opinion of Loan Parties’ and Administrative Agents’ Respective German Counsel
Exhibit B-6	— Form of Opinion of Administrative Agents’ English Counsel
Exhibit B-7	— Form of Opinion of Loan Parties’ Canadian Counsel
Exhibit C-1	— Form of Guaranty (Domestic Obligations)
Exhibit C-2	— Form of Guaranty (French Obligations)
Exhibit D-1	— Form of Domestic Pledge and Security Agreement
Exhibit D-2	— Form of French Security Documents
Exhibit D-3	— Form of English Security Documents
Exhibit D-4	— Form of Canadian Security Documents
Exhibit D-5	— Form of German Security Document

-iv-

          CREDIT AGREEMENT dated as of March ___, 2010, among MIRION TECHNOLOGIES, INC., as the Parent, MIRION TECHNOLOGIES (SYNODYS) SA and MIRION TECHNOLOGIES (IST FRANCE) SAS, as the French Borrowers, the LENDERS party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Domestic Administrative Agent and J.P. MORGAN EUROPE LIMITED, as French Administrative Agent.

          The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

          “ABR”, when used in reference to any Revolving Loan or Borrowing of Revolving Loans, refers to whether such Revolving Loan, or the Revolving Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

          “Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Parent or any of its Subsidiaries (i) acquires any ongoing business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of a partnership or limited liability company.

          “Act” has the meaning set forth in Section 9.14; provided that it shall only apply to Section 9.14.

          “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing of Revolving Loans or Domestic Term Loans for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate plus (c) if applicable pursuant to Section 2.20, the Mandatory Cost calculated in accordance with the formula and in the manner set forth on Schedule 2.20 hereto.

          “Administrative Agents” means the Domestic Administrative Agent and the French Administrative Agent.

          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Domestic Administrative Agent.

          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “Agreement” means this Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at the Specified Time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

          “Alternative Currency” means at any time, euro, Sterling, and, if agreed to by each Revolving Lender, any currency (other than dollars) that is readily available, freely traded and convertible into dollars in the London market and as to which a Dollar Equivalent can be calculated.

          “Alternative Currency Sublimit” means $10,000,000.

          “Applicable Percentage” means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

          “Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the Revolving Credit Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon the Pricing Level applicable on such date:

Pricing Level:	ABR Spread			Eurodollar Spread			Commitment Fee Rate
Level I		3.00	%		4.00	%		0.35	%
Level II		3.25	%		4.25	%		0.40	%
Level III		3.50	%		4.50	%		0.50	%
Level IV		4.00	%		5.00	%		0.50	%

provided, that prior to the delivery of a Compliance Certificate with respect to the fiscal quarter of the Parent ending September 30, 2010, the Applicable Rate (i) with respect to the ABR Spread shall be 3.50%, (ii) with respect to the Eurodollar Spread shall be 4.50% and (iii) with respect to the Commitment Fee Rate shall be 0.50%.

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          Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.

          “Approved Fund” has the meaning assigned to such term in Section 9.04(b).

          “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the applicable Administrative Agent, in the form of Exhibit A or any other form approved by such Administrative Agent.

          “Auto-Renewal Letter of Credit” has the meaning assigned to such term in Section 2.05(c)(ii).

          “Availability” means at any time, an amount equal to the aggregate Revolving Commitments of all Lenders minus (b) the aggregate Revolving Credit Exposure of all Revolving Lenders.

          “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitments.

          “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

          “Borrowers” means, collectively, the Parent and the French Borrowers.

          “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date to the Parent and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan or (c) a Term Borrowing.

          “Borrowing Request” means a request by a Borrower for a Revolving Borrowing or a Term Borrowing in accordance with Section 2.03.

          “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude (i) any day on which banks are not open for dealings in dollar deposits or in the Alternative Currency in which interest in such Eurodollar Loans is calculated in the London interbank market, (ii) in the case of a Loan denominated in euro, any day which is not a TARGET Day (as determined by the French Administrative Agent) or (iii) in the case of a Revolving Loan denominated in an Alternative Currency other than Sterling or euro, any day on which banks are not open for dealings in such Alternative Currency in the city which is the principal financial center of the country of issuance of the applicable Alternative Currency.

          “Canadian Security Documents” means a general security agreement, executed by each Canadian Subsidiary in favor of the French Administrative Agent and which shall secure the Obligations of the Canadian Subsidiaries under the Guaranty (French Obligations),

3

substantially in the form of Exhibit D-4, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “Canadian Subsidiaries” means each Subsidiary (other than any Inactive Subsidiary or Immaterial Subsidiary) that is organized under the laws of Canada or any province or territory thereof.

          “Capital Expenditures” means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with GAAP; provided that Capital Expenditures shall not include any such expenditures which constitute (a) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the Parent or its Subsidiaries; (b) a reinvestment of the Net Proceeds of any sale, transfer or other disposition to the extent permitted by Section 2.10(c) (including pursuant to a sale and leaseback transaction of any property or asset of the Parent or any of its Subsidiaries); (c) a Permitted Acquisition; (d) expenditures financed with the Net Proceeds of any Equity Issuance by the Parent; or (e) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a substantially concurrent sale of used or surplus equipment.

          “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

          “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), other than the Sponsor Group, of Equity Interests representing more than the greater of (x) 30% of the aggregate issued and outstanding Equity Interests of the Parent having ordinary voting power and (y) the percentage of the aggregate issued and outstanding Equity Interests of the Parent having ordinary voting power owned beneficially, directly or indirectly by the Sponsor Group; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated.

4

          “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

          “Charges” has the meaning set forth in Section 9.13; provided that it shall only apply to Section 9.13.

          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Domestic Term Loans, French Term Loans or Swingline Loans.

          “Code” means the Internal Revenue Code of 1986, as amended from time to time.

          “Collateral” means any and all property owned, leased or operated by a Person in which a security interest is purported to be granted under the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of an Administrative Agent, on behalf of itself and certain of the Lenders, to secure specified Obligations.

          “Collateral Documents” means, collectively, the Domestic Security Documents, the Foreign Security Documents, any pledge or security agreement delivered pursuant to Section 5.11 and other agreements, instruments or documents that create or purport to create a Lien in favor of the applicable Administrative Agent for the benefit of the applicable secured parties.

          “Commitment” means, (a) with respect to each Domestic Term Lender, prior to the making of the Domestic Term Loans on the Effective Date, its Domestic Term Commitment, (b) with respect to each Revolving Lender, its Revolving Commitment and (c) with respect to each French Term Lender, prior to the making of the French Term Loans on the Effective Date, its French Term Commitment.

          “Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise and, in relation to a French company, as defined in article L.233-3 I and II of the French Code de Commerce. “Controlling” and “Controlled” have meanings correlative thereto.

          “Currency” means dollars or any Alternative Currency.

          “Currency of Payment” has the meaning assigned to such term in Section 9.15.

5

          “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          “Defaulting Lender” means any Lender, as determined by either Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, either Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Domestic Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to an Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

          “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

          “dollars” or “$” refers to lawful money of the United States of America.

          “Dollar Equivalent” means on any date, with respect to any amount denominated in an Alternative Currency, the equivalent in dollars of such amount, determined by the Domestic Administrative Agent using the Exchange Rate in effect for such Alternative Currency at the Specified Time on such date; provided, however, that with respect to determining the amount of any Loan that is being made, the Dollar Equivalent shall be determined on the date of the relevant Borrowing Request that resulted in the making of such Loan. As appropriate, amounts specified herein as amounts in dollars shall be or include any relevant Dollar Equivalent amount.

          “Domestic Administrative Agent” means JPMCB, in its capacity as domestic administrative agent for the Domestic Term Lenders and Revolving Lenders hereunder.

          “Domestic Guarantors” means each existing and future Domestic Subsidiary that is party to the Guaranty (Domestic Obligations) or the Guaranty (French Obligations).

6

          “Domestic Security Documents” means a Domestic Pledge and Security Agreement, among each Domestic Subsidiary and the Domestic Administrative Agent and which shall secure the Obligations of (a) the Parent and the Domestic Subsidiaries under each of the Guaranties and (b) the Parent under this Agreement, substantially in the form of Exhibit D-1, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “Domestic Subsidiary” means each Subsidiary (other than any Inactive Subsidiary or Immaterial Subsidiary) that is organized under the laws of the United States of America or any political subdivision thereof, whether state or local.

          “Domestic Term Borrowing” means Domestic Term Loans of the same Type, made, converted or continued on the same date to the Parent and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

          “Domestic Term Commitment” means, with respect to any Domestic Term Lender, the commitment of such Lender to make Domestic Term Loans to the Parent on the Effective Date. The amount of each Domestic Term Lender’s Domestic Term Commitment is set forth on Schedule 2.01. The aggregate amount of the Domestic Term Lenders’ Domestic Term Commitments is $35,000,000.

          “Domestic Term Lender” means each Person having a Domestic Term Commitment as set forth on Schedule 2.01 and any other Person that shall have become a party hereto as a Domestic Term Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

          “Domestic Term Loan” means a term loan made pursuant to Section 2.01(b).

          “EBITDA” shall mean for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) interest expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary cash charges for such period in an amount not to exceed $4,000,000, (v) any extraordinary non-cash charges for such period and (vi) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period) and (vii) any non-recurring fees, costs and expenses as reflected in the Borrowers’ June 30, 2009 financial statements, any non-recurring fees, costs and expenses incurred in connection with a proposed initial public offering by the Parent or in connection with the financing contemplated by the Loan Documents, and any fees paid to any member of the Sponsor Group pursuant to, or in connection with the termination of, the investment bank contract with one or more members of the Sponsor Group after June 30, 2009 but on or prior to the Effective Date, minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clauses (a)(vi) or (a)(vii) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Borrowers and their respective Subsidiaries on a consolidated basis in accordance with GAAP.

7

          “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

          “Effective Date Net Worth” means an amount equal to Net Worth, determined as of March 31, 2010 after giving pro forma effect to the Equity Offering and the consummation on the Effective Date of the transactions contemplated by this Agreement.

          “English Chargor” means Mirion Technologies (IST) Ltd, an English Subsidiary.

          “English Security Agreement” means the debenture, dated as of the date hereof, between the English Chargor and the French Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time, substantially in the form of Exhibit D-3, which shall secure the Obligations of the English Chargor under the Guaranty (French Obligations).

          “English Security Documents” means the English Security Agreement and the English Share Charge.

          “English Share Charge” means the charge over the shares of the English Chargor, dated as of the date hereof, between Mirion Technologies (IST) Corporation as chargor and the French Administrative Agent, substantially in the form of Exhibit D-3, which shall secure the Obligations of the Borrowers.

          “English Subsidiaries” means each Subsidiary (other than any Inactive Subsidiary or Immaterial Subsidiary) that is organized under the laws of England or Wales.

          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, common law, orders, decrees, judgments, injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or the effect of the environment on human health and safety.

          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Parent or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing; provided that “Environmental Liability” shall not mean any such liability directly or indirectly resulting from or based upon the use by others, or the sale or distribution, of any of the products of Parent or its Subsidiaries.

          “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

8

          “Equity Issuance” means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests.

          “Equity Offering” means the issuance and sale by the Parent of its common stock in an initial public offering.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of any variance from the minimum funding standard (as described in Section 412 of the Code or Section 302 of ERISA); (c) the failure to make any required contribution to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; or (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan.

          “ERISA Multiemployer Plan Event” means (a) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; or (b) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

          “EUR”, “€” and “euro” means the lawful currency of the Participating Member States.

          “EURIBOR” means in relation to any French Term Loan in euro:

     (a) the applicable Screen Rate; or

     (b) (if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the French Administrative Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

9

in either case as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan; provided that EURIBOR shall in no event be less than 1.50% per annum at any time.

          “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate in the case of Revolving Loans and Domestic Term Loans or EURIBOR in the case of French Term Loans.

          “Event of Default” has the meaning assigned to such term in Article VII.

          “Excess Cash Flow” means, for any fiscal year of the Parent, the excess (if any) of (a) EBITDA for such fiscal year over (b) the sum (for such fiscal year) of (i) interest expenses actually paid in cash by the Parent and its Subsidiaries, (ii) principal repayments of Indebtedness, to the extent actually made, (iii) all income taxes actually paid in cash by the Parent and its Subsidiaries, (iv) Capital Expenditures actually made by the Parent and its Subsidiaries in such fiscal year, (v) any extraordinary cash charges added to EBITDA pursuant to clause (iv) of the definition thereof and (vi) all fees, cost and expenses added to EBITDA pursuant to clause (vii) of the definition thereof.

          “Exchange Rate” means, with respect to any Alternative Currency on a particular date, the rate at which such Alternative Currency may be exchanged into dollars, as set forth on such date on the applicable Reuters World Currency Page with respect to such Alternative Currency. In the event that such rate does not appear on the applicable Reuters World Currency Page, the Exchange Rate with respect to such Alternative Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by either Administrative Agent and any Borrower or, in the absence of such agreement, such Exchange Rate shall instead be the applicable Administrative Agent’s spot rate of exchange in the London interbank market or other market where its foreign currency exchange operations in respect of such Alternative Currency is then being conducted, at the Specified Time on such date for the purchase of Dollars with such Alternative Currency for delivery two Business Days later; provided, however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the applicable Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

          “Excluded Taxes” means, with respect to either Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on (or measured by) its net income, and franchise (and similar) taxes imposed on it by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any Taxes imposed by reason of any present or former connection between the recipient and the jurisdiction imposing such tax, other than such connection resulting from this Agreement or any other Loan Document or any transactions contemplated by this Agreement or any other Loan Document, (d) in the case of a

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Foreign Lender (other than an assignee pursuant to a request by any Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Borrower with respect to such withholding tax pursuant to Section 2.16(a) and (e) any withholding tax that is attributable to such recipient’s failure to comply with Section 2.16(e).

          “Existing Letters of Credit” means the letters of credit issued by the Issuing Bank before the Effective Date and listed in Schedule 1.01(a) hereto, as such schedule may be amended with the consent of the applicable Issuing Lender and Administrative Agent to include letters of credit outstanding on the Effective Date.

          “Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Domestic Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller or other similar officer of any Borrower.

          “Fixed Charges” means, with reference to any period, without duplication, Interest Expense, plus scheduled payments of principal on Indebtedness made during such period, all calculated for the Parent and its Subsidiaries on a consolidated basis.

          “Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) EBITDA minus Capital Expenditures to (b) Fixed Charges, all calculated for the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided, that for the purposes of calculating Fixed Charges (a) for the period of four fiscal quarters ending on June 30, 2010, Fixed Charges for the fiscal quarter ending on such date shall be multiplied by four, (b) for the period of four fiscal quarters ending on September 30, 2010, Fixed Charges for the period of two fiscal quarters ending on such date shall be multiplied by two and (c) for the period of four fiscal quarters ending on December 31, 2010, Fixed Charges for the period of three fiscal quarters ending on such date shall be multiplied by 4/3.

          “Foreign Guarantors” means each existing and future Foreign Subsidiary that is party to the Guaranty (French Obligations).

          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of America. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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          “Foreign Security Documents” means, collectively, Canadian Security Documents, the French Security Documents, the German Security Document and the English Security Documents.

          “Foreign Subsidiary” means any direct or indirect Subsidiary (other than any Inactive Subsidiary or Immaterial Subsidiary) of the Parent which is not a Domestic Subsidiary.

          “France” means the French Republic.

          “French Administrative Agent” means J.P. Morgan Europe Limited, in its capacity as French Administrative Agent for the French Term Lenders hereunder.

          “French Borrowers” means, together, Mirion Technologies (Synodys) SA, a société anonyme (limited liability company) organized under the laws of France, and Mirion Technologies (IST France) SAS, a société par actions simplifiée (limited liability company) organized under the laws of France.

          “French Security Documents” means (i) a securities account pledge agreement, among each French Subsidiary and the French Administrative Agent, (ii) a pledge of the business (fonds de commerce), among each French Subsidiary and the French Administrative Agent and (iii) Dailly assignments of accounts receivable by each French Subsidiary in favor of the French Administrative Agent, in each case to secure the Obligations of (a) the French Subsidiaries under the Guaranty (French Obligations) and (b) the French Borrowers under this Agreement, substantially in the form of Exhibit D-2, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “French Subsidiaries” means each Subsidiary (other than any Inactive Subsidiary or Immaterial Subsidiary) that is organized under the laws of the France or any political subdivision thereof, whether state or local.

          “French Term Borrowing” means French Term Loans of the same Type, made, converted or continued on the same date to a single French Borrower and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

          “French Term Commitment” means, with respect to any French Term Lender, the commitment of such Lender to make French Term Loans to the French Borrowers on the Effective Date. The amount of each French Term Lender’s French Term Commitment is the Dollar Equivalent in euros of the amount set forth on Schedule 2.01. The aggregate amount of the French Term Lenders’ French Term Commitments is the Dollar Equivalent in euros of $35,000,000.

          “French Term Lender” means each Person having a French Term Commitment as set forth on Schedule 2.01 and any other Person that shall have become a party hereto as a French Term Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption, each of which Persons shall be a Qualifying French Lender.

          “French Term Loan” means a term loan made pursuant to Section 2.01(c).

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          “GAAP” means generally accepted accounting principles in the United States of America.

          “German Security Document” means the German law share pledge, dated as of the date hereof, between Mirion Technologies (Synodys) SA and the French Administrative Agent over the stock of Mirion Technologies (MGPI H&B) GmbH, as the same be amended, restated, supplemented or otherwise modified from time to time, substantially in the form of Exhibit D-5, which shall secure the Obligations of Mirion Technologies (Synodys) SA under (a) the Guaranty (French Obligations) and (b) the French Borrowers under this Agreement.

          “German Subsidiaries” means each Subsidiary (other than any Inactive Subsidiary or Immaterial Subsidiary) that is organized under the laws of Germany or any political subdivision thereof, whether state or local.

          “Germany” means the Federal Republic of Germany.

          “Governmental Authority” means the government of the United States of America, France, Germany, Canada, England, Wales or any other nation or any political subdivision of any of the foregoing, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

          “Guaranties” means the Guaranty (Domestic Obligations) and the Guaranty (French Obligations).

          “Guarantors” means, collectively, the Domestic Guarantors and the Foreign Guarantors.

          “Guaranty (Domestic Obligations)” means a Guarantee substantially in the form of Exhibit C-1.

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          “Guaranty (French Obligations)” means a Guarantee substantially in the form of Exhibit C-2.

          “Hazardous Materials” means all radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “Immaterial Subsidiaries” means one or more Subsidiaries of the Parent for which, (a) the assets of all such designated Subsidiaries constitute, in the aggregate, no more than 5% of the total assets of the Parent and its Subsidiaries on a consolidated basis (determined as of the last day of the most recent fiscal quarter of the Parent for which financial statements have been delivered pursuant to Section 5.01), and (b) the revenues of such Subsidiaries account for no more than 5% of the total revenues of the Parent and its Subsidiaries on a consolidated basis for the twelve-month period ending on the last day of the most recent fiscal quarter of the Parent for which financial statement have been delivered pursuant to Section 5.01.

          “Inactive Subsidiaries” means, collectively, Xi’an XNIF MGP Nuclear Instruments Co., Ltd., Synodys Passive Dosimetry GmbH, IST Instruments, Inc. and Imaging and Sensing Technology, Ltd., and each other Subsidiary that is designated as an Inactive Subsidiary by the Parent (subject to the approval of the Domestic Administrative Agent) and no longer engages actively in any business activities.

          “Increase Date” has the meaning assigned to such term in Section 2.08(d).

          “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable and other accrued obligations incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

          “Indemnified Taxes” means Taxes other than Excluded Taxes.

          “Indemnitee” has the meaning set forth in Section 9.03(b).

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          “Information” has the meaning assigned to such term in Section 9.12; provided that it shall only apply to Section 9.12.

          “Information Memorandum” means the Confidential Information Memorandum dated January 2010 relating to the Borrowers and the Transactions.

          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the date hereof, between the Domestic Administrative Agent and the French Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “Interest Election Request” means a request by a Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.07.

          “Interest Expense” means, with reference to any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Parent and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Parent and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Parent and its Subsidiaries for such period in accordance with GAAP.

          “Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and the Maturity Date and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date.

          “Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing or Term Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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          “IRS” means the U.S. Internal Revenue Service.

          “Issuing Bank” means (a) with respect to each Existing Letter of Credit, JPMCB and (b) with respect to each Letter of Credit issued hereunder, (i) JPMCB in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(a) and (ii) any other Lender agreeing to act in such capacity, which other Lender shall be reasonably satisfactory to the Parent and the Administrative Agents. Each Issuing Bank may, in its discretion, in consultation with the Borrowers, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

          “JPMCB” means JPMorgan Chase Bank, N.A. and its successors.

          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

          “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Parent at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

          “Lenders” means the Revolving Lenders and the Term Lenders.

          “Letter of Credit” means (a) Existing Letters of Credit and (b) letters of credit issued by an Issuing Bank on or after the Effective Date pursuant to Section 2.05.

          “Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) Total Indebtedness on such date to (b) EBITDA for the period of four consecutive fiscal quarters ended on such date, calculated on a pro forma basis to give effect to any Permitted Acquisition made during such four quarter period.

          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the Screen Rate (A) for any Currency other than Sterling, at the Specified Time two Business Days prior to the commencement of such Interest Period, as the rate for deposits in dollars or the applicable Alternative Currency with a maturity comparable to such Interest Period or (B) for Sterling, at the Specified Time on the first Business Day of such Interest Period, as the rate of deposit comparable to such Interest Period. In the event that any such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be determined by reference to such other comparable publicly available service for displaying eurocurrency rates as may be selected by the Domestic Administrative Agent or, in the absence of such availability, by reference to the rate at which the Domestic Administrative Agent is offered deposits in the applicable Currency at the Specified Time two Business Days prior to the beginning of such Interest Period in the interbank eurocurrency market where its eurocurrency and foreign currency and exchange operations are then being conducted for such Currency for delivery on the first day of such Interest Period for the number of days comprised therein. Notwithstanding the foregoing, the LIBO Rate used to calculate

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interest with respect to Domestic Term Loans shall in no event be less than 1.50% per annum at any time.

          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset (or any financing lease having substantially the same economic effect as any of the foregoing) and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          “Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

          “Loan Documents” mean, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, any control agreements executed pursuant to the Collateral Documents, the Guaranties and all other agreements and instruments executed and delivered to, or in favor of, any Administrative Agent or any Lenders and including all other pledges, powers of attorney, assignments, contracts and letter of credit agreements whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to any Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated thereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

          “Loan Parties” means, collectively, the Borrowers and the Guarantors.

          “Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 2.20.

          “Market Disruption Event” means:

     (a) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the French Administrative Agent to determine EURIBOR for the relevant currency and Interest Period; or

     (b) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the Term Loan exceed 33 per cent of the Term Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of EURIBOR.

          “Material Adverse Effect” means a material adverse effect on (a) the business, operations, property or condition, financial or otherwise, of the Parent and the Subsidiaries taken as a whole, (b) the ability of any Borrower to perform any of its payment obligations under the

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Loan Documents or (c) the rights of or benefits available to the Lenders under the Loan Documents.

          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Parent and its Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Parent or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Parent or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

          “Maturity Date” means the fourth anniversary of the Effective Date.

          “Maximum Rate” has the meaning set forth in Section 9.13; provided that it shall only apply to Section 9.13.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

          “Net Income” means, for any period, the consolidated net income (or loss) of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person (other than a Subsidiary) in which the Parent or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Parent or such Subsidiary in the form of dividends or similar distributions and (b) the undistributed earnings of any Subsidiary (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or requirement of law applicable to such Subsidiary.

          “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer); provided that no cash proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such cash proceeds shall exceed $100,000.

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          “Net Worth” means, as of any date of determination, for the Parent and its Subsidiaries on a consolidated basis, consolidated shareholders’ equity of the Parent and its Subsidiaries as of that date determined in accordance with GAAP.

          “New Lender” has the meaning assigned to such term in Section 2.08(d).

          “New Pledgor” has the meaning assigned to such term in Section 5.11.

          “Nonrenewal Notice Date” has the meaning assigned to such term in Section 2.05(c)(ii).

          “Obligations” means all present and future obligations of every kind or nature of the Borrowers or the Guarantors at any time and from time to time owed to either Administrative Agent, the Issuing Bank, the Swingline Lenders or the Lenders or any one or more of them, under any one or more of the Loan Documents or under any Swap Agreement or Cash Management Agreement, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues after the commencement of any proceeding under any liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law by or against Borrower or a Restricted Subsidiary of Borrower, whether or not allowed as a claim in such proceeding.

          “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

          “Overnight Rate” means, for any day, (a) with respect to any amount denominated in dollars, the greater of the Federal Funds Effective Rate and a rate determined by the Domestic Administrative Agent in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum in an amount approximately equal to the Domestic Administrative Agent’s overdraft cost charged by its correspondent bank, as determined by the Domestic Administrative Agent in its sole discretion.

          “Parent” means Mirion Technologies, Inc., a Delaware corporation.

          “Participant” has the meaning set forth in Section 9.04(c).

          “Participant Register” has the meaning set forth in Section 9.04(e).

          “Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

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     “Permitted Acquisitions” has the meaning assigned to such term in Section 6.04(f).

     “Permitted Encumbrances” means:

     (a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, lessor’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 90 days or are being contested in compliance with Section 5.04;

     (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations including, in the case of German Subsidiaries, security created or subsisting in order to comply with the requirements of Section 8a of the German Altersteilzeitgesetz and of Section 7e of the German Social Security Code (Sozialgesetzbuch IV);

     (d) deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guaranties and other obligations of a like nature, in each case in the ordinary course of business;

     (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (l) of Article VII;

     (f) easements, zoning restrictions, rights-of-way, licenses, reservations, covenants, utility easements, building restrictions and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Parent or any Subsidiary;

     (g) leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

     (h) any interest or title of a lessor under any capital lease; provided that interest or title does not extend to any property other than the property leased by such lessor to the Parent or any Subsidiary under such capital lease;

     (i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (i) interfere in any material respect with the business of any Borrower or any other Loan Party or (ii) secure any Indebtedness for borrowed money;

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     (j) pledges and deposits in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies, in each case payable to insurance carriers that provide insurance to the Parent and its Subsidiaries;

     (k) Liens securing reimbursement obligations with respect to letters of credit which encumber documents and other property relating to letters of credit and products and proceeds thereof;

     (l) bankers’ liens in the nature of rights of setoff arising in the ordinary course of business and consistent with industry practice;

     (m) Liens on the underlying commodity trading accounts or other brokerage accounts incurred in the ordinary course of business;

     (n) Liens attaching solely to cash earnest money deposits in connection with investments permitted pursuant to Section 6.04;

     (o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

     (p) precautionary financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a capital lease; and

     (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent or any Subsidiary in the ordinary course of business and not prohibited by this Agreement;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

     “Permitted Investments” means:

     (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

     (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

     (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United

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States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

     (d) marketable direct obligations issued by any state of the United States of America or any political subdivision or any such state or any public instrumentality thereof maturing within 180 days from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

     (e) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

     (f) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and

     (g) other comparable short-term investments in the ordinary course of business utilized by Foreign Subsidiaries or by the Parent in connection with its foreign operations.

          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “Personal Property Security Act” means the Personal Property Security Act (Ontario), as such legislation may be amended, renamed, replaced or otherwise modified from time to time, and includes all regulations from time to time made under such legislation.

          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or with respect to which any Borrower or any ERISA Affiliate otherwise has any liability or reasonable expectation of liability.

          “Prepayment Event” means any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party, other than sales, transfers and dispositions in the ordinary course of business or to the Parent or another Loan Party.

          “Pricing Level” means, as of each date of determination, the pricing level set forth below opposite the Leverage Ratio based upon the Leverage Ratio set forth in the Compliance Certificate most recently delivered to the Domestic Administrative Agent, provided that in the event that a Compliance Certificate is not delivered by the date required by Section 5.01(c), Pricing Level IV shall be deemed to exist until such time as a Compliance Certificate has been delivered to the Domestic Administrative Agent:

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Pricing Level	Leverage Ratio
I	Less than 1.25 to 1.00
II	Equal to or greater than 1.25 to 1.00 but less than 1.75 to 1.00
III	Equal to or greater than 1.75 to 1.00 but less than 2.25 to 1.00
IV	Equal to or greater than 2.25 to 1.00

          “Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

          “Qualifying French Lender” means (i) a credit institution (établissement de crédit) licensed for the purpose of carrying out credit transactions (opérations de crédit) by the relevant French authorities; (ii) a credit institution (établissement de crédit) having its registered office in a member state of the European Union or in a state which is a party to the treaty on the European Economic Area, so long as the relevant French authorities have been notified in advance by the relevant authority of such state and provided that such credit institution carries out in France only those credit transactions which it is authorized to carry out in its own state; or (iii) a financial institution (établissement financier) having its registered office in a member state of the European Union or in a state which is a party to the treaty on the European Economic Area, which has obtained a certificate from the relevant authority of such state certifying that it meets the conditions required for that purpose by that authority, so long as the relevant French authorities have been notified in advance by the relevant authority of such state and provided that such financial institution carries out in France only those credit transactions which it is authorized to carry out in its own state.

          “Quotation Day” means, in relation to any period for which an Interest Rate is to be determined, two TARGET Days before the first day of that period.

          “Reference Banks” means the principal London offices of JPMCB and such other banks as may be appointed by French Administrative Agent from time to time in consultation with the French Borrowers.

          “Register” has the meaning set forth in Section 9.04.

          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

          “Relevant Interbank Market” means in relation to the euro, the European interbank market and, in relation to any other currency, the London interbank market.

          “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures, outstanding Term Loans and unused Commitments representing not less than 51% of the sum of the total Revolving Credit Exposures, outstanding Term Loans and unused Commitments at such time.

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          “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Parent or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Parent or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Parent or any Subsidiary.

          “Restricted Subsidiary” means, collectively, each Domestic Subsidiary, each French Subsidiary, each German Subsidiary, each Canadian Subsidiary and each English Subsidiary.

          “Revolver Increase” has the meaning assigned to such term in Section 2.08(d).

          “Revolving Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Revolving Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Revolving Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Revolving Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Revolving Lenders’ Revolving Commitments is $30,000,000.

          “Revolving Credit Commitment Fee” has the meaning assigned to such term in Section 2.11(a).

          “Revolving Credit Exposure” means, with respect to any Revolving Lender at any time, the sum of the outstanding principal amount of such Revolving Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

          “Revolving Lenders” means each Person having a Revolving Commitment as set forth on Schedule 2.01 and any other Person that shall have become a party hereto as a Revolving Lender pursuant to an Assignment and Assumption or Section 2.08, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Revolving Lenders” includes the Swingline Lender.

          “Revolving Loan” means a revolving loan made pursuant to Section 2.01(a).

          “S&P” means Standard & Poor’s.

          “Screen Rate” means:

     (a) in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period; and

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     (b) in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the French Administrative Agent may specify another page or service displaying the appropriate rate after consultation with the Parent and the Term Lenders.

          “SEC” means the United States Securities and Exchange Commission.

          “Specified Time” means a time determined in accordance with Schedule 1.01.

          “Sponsor Group” means American Capital, Ltd., together with American Capital Equity I, LLC and American Capital Equity II, LP; and/or their respective Affiliates (including, as applicable, funds administered or managed by, or under common management with, American Capital, Ltd. or an Affiliate of American Capital, Ltd.).

          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Domestic Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Sterling” and “£” means the lawful currency of the United Kingdom.

          “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the obligations under the Loan Documents on terms and conditions reasonably satisfactory to the Domestic Administrative Agent.

          “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. In relation to a French company, “subsidiary” shall mean an entity of which that company has from time to time direct or indirect control (as defined in article L.233-3 I and II of the French Code de Commerce).

          “Subsidiary” means any subsidiary of the Parent.

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          “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Parent or the Subsidiaries shall be a Swap Agreement.

          “Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

          “Swingline Lender” means JPMCB, in its capacity as lender of Swingline Loans hereunder.

          “Swingline Loan” means a Loan made pursuant to Section 2.04.

          “TARGET2” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

          “TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

          “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          “Term Borrowing” means a Domestic Term Borrowing or a French Term Borrowing.

          “Term Commitment” means, with respect to each Term Lender, such Lender’s Domestic Term Commitment and such Lender’s French Term Commitment.

          “Term Lenders” means the Domestic Term Lenders and the French Term Lenders.

          “Term Loans” means the Domestic Term Loans and the French Term Loans.

          “Total Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

          “Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or EURIBOR.

          “United Kingdom” and “UK” means the United Kingdom of Great Britain and Northern Ireland.

          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as described in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

          SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if any Borrower notifies the Domestic Administrative Agent that such Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Domestic Administrative Agent notifies any Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

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          SECTION 1.05 Currency Translations.

          (a) For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in dollars, such amounts shall be deemed to refer to dollars or Dollar Equivalents and any requisite currency translation shall be based on the Exchange Rate and the permissibility of actions taken under Article VI shall not be affected by subsequent fluctuations in exchange rates; provided that, if Indebtedness is incurred to refinance or renew other Indebtedness, and such refinancing or renewal would cause the applicable dollar denominated limitation to be exceeded if calculated at the Exchange Rate, such dollar denominated limitation shall be deemed not to have been exceeded so long as (i) such refinancing or renewal Indebtedness is denominated in the same currency as such Indebtedness being refinanced or renewed and (ii) the principal amount of such refinancing or renewal Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or renewed except as permitted under Section 6.01.

          (b) For purposes of all calculations and determinations under this Agreement, any amount in any currency other than dollars shall be deemed to refer to dollars or Dollar Equivalents and any requisite currency translation shall be based on the Exchange Rate, and all certificates delivered under this Agreement shall express such calculations or determinations in dollars or Dollar Equivalents.

ARTICLE II

THE CREDITS

          SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, (a) each Revolving Lender agrees to make Revolving Loans to the Parent from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment, (ii) the sum of the aggregate Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) the Dollar Equivalent of all Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit, (b) each Domestic Term Lender agrees to make Domestic Term Loans on the Effective Date to the Parent in an amount equal to such Domestic Term Lender’s Domestic Term Commitment and (c) each French Term Lender agrees to make French Term Loans on the Effective Date to the French Borrowers in an amount equal to such French Term Lender’s French Term Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, Parent may borrow, prepay and reborrow Revolving Loans.

          SECTION 2.02 Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders ratably in accordance with their respective Revolving Commitments. The Term Loans shall be made on the Effective Date as part of Borrowings consisting of Loans made by (i) the Domestic Term Lenders ratably in accordance with their respective Domestic Term Commitments and (ii) the French Term Lenders ratably in accordance with their respective French Term Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other

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Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

          (b) Subject to Section 2.13, (i) each Revolving Borrowing and Domestic Term Borrowing shall be comprised entirely of ABR Loans (which shall be denominated in dollars) or Eurodollar Loans as the Parent may request in accordance herewith and (ii) each French Term Borrowing shall be comprised entirely of Eurodollar Loans (which shall be denominated in euro) as the applicable French Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 (or in units of 1,000,000 in the case of any Borrowing in an Alternative Currency) and not less than $1,000,000 (or in units of 1,000,000 in the case of any Borrowing in an Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $500,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount that is an integral multiple of $50,000 and not less than $250,000. ABR Loans shall be denominated only in dollars. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Revolving Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end more than one month after the Maturity Date.

          SECTION 2.03 Requests for Borrowings. To request a Revolving Borrowing or a Domestic Term Borrowing, the applicable Borrower shall notify the Domestic Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than the Specified Time three Business Days before the date of the proposed Borrowing, or (b) in the case of an ABR Borrowing, the Specified Time one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than the Specified Time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Domestic Administrative Agent of a written Borrowing Request in a form approved by such Administrative Agent and signed by the applicable Borrower. To request a French Term Borrowing, the applicable Borrower shall notify the French Administrative Agent of such request by hand delivery or telecopy to the French Administrative Agent of a written Borrowing Request in a form approved by the French Administrative Agent and signed by the applicable Borrower not later than the Specified Time three Business Days before the date of the

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proposed Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

          (i) the aggregate amount of the requested Borrowing;

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

          (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

          (v) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;

          (vi) the identity of the applicable Borrower;

          (vii) in the case of a Borrowing to be made on the Effective Date, whether such Borrowing is a Revolving Borrowing or a Term Borrowing; and

          (viii) in the case of a Revolving Borrowing denominated in an Alternative Currency, the Currency of the requested Borrowing.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing (if denominated in dollars) or a Eurodollar Borrowing (if denominated in an Alternative Currency). If no election as to the Currency of a Revolving Borrowing is specified, then the requested Revolving Borrowing shall be denominated in dollars. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the applicable Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

          SECTION 2.04 Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in dollars to the Parent from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, the Parent shall notify the Domestic Administrative Agent of such request by telephone (confirmed by telecopy), by not later than the

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Specified Time on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Domestic Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Parent. The Swingline Lender shall make each Swingline Loan available to the Parent by means of a credit to the general deposit account of the Parent with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by the Specified Time on the requested date of such Swingline Loan.

          (c) The Swingline Lender may by written notice given to the Domestic Administrative Agent not later than the Specified Time on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Domestic Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Domestic Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Domestic Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Domestic Administrative Agent shall notify the Parent of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Domestic Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Parent in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Domestic Administrative Agent; any such amounts received by the Domestic Administrative Agent shall be promptly remitted by the Domestic Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Domestic Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to a Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Parent of any default in the payment thereof.

          SECTION 2.05 Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Parent may request the issuance of Letters of Credit for its own account or the account of any of its Subsidiaries, in a form reasonably acceptable to the Domestic Administrative Agent and the Issuing Bank, at any time and from time to time during

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the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Parent, or entered into by the Parent, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Parent shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Domestic Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency of such amount (which shall be in dollars or an Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Parent also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Parent shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $15,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Commitments.

          (c) Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Maturity Date, subject to subclause (ii) below.

     (ii) If the Parent so requests in any applicable letter of credit application, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided further that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Parent shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Maturity Date; provided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined that it would have no obligation at such

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time to issue such Letter of Credit in its renewed form under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Nonrenewal Notice Date (1) from the Administrative Agents that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agents, any Revolving Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

          (d) Participations.

     (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Domestic Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Parent on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Parent for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

     (ii) On the Effective Date, without further action by any party hereto, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in such Existing Letter of Credit in an amount equal to its Applicable Percentage of the maximum amount that is or at any time may become available to be drawn thereunder. Such participations shall be on all the same terms and conditions as participations granted in Letters of Credit under Section 2.05(d)(ii).

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Parent shall reimburse such LC Disbursement by paying to the Domestic Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Parent shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Parent prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Parent receives

33

such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Parent receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $250,000, the Parent may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Parent fails to make such payment when due, the Domestic Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Parent in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Domestic Administrative Agent its Applicable Percentage of the payment then due from the Parent, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Domestic Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Domestic Administrative Agent of any payment from the Parent pursuant to this paragraph, the Domestic Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Parent of its obligation to reimburse such LC Disbursement.

          (f) Obligations Absolute. The Parent’s obligation to reimburse LC Disbursements drawn under a Letter of Credit requested by the Parent as provided in paragraph (e) of this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Parent’s obligations hereunder. None of the Domestic Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the

34

Parent to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Parent to the extent permitted by applicable law) suffered by the Parent that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Domestic Administrative Agent and the Parent by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Parent of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Parent shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Parent reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Parent fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.05, then Section 2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section 2.05 to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Parent, the Domestic Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Domestic Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Parent shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and

35

obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Parent receives notice from the Domestic Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 51% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, Parent shall deposit in a separate account with the Domestic Administrative Agent, in the name of the Domestic Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (i) or (j) of Article VII. Such deposit shall be held by the Domestic Administrative Agent as collateral for the payment and performance of the obligations of the Parent under this Agreement. The Domestic Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the sole discretion of the Domestic Administrative Agent and at the risk and expense of the Parent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts shall be applied by the Domestic Administrative Agent to reimburse the Issuing Bank for LC Disbursements of the Parent for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Parent is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Parent within three Business Days after all Events of Default have been cured or waived.

          SECTION 2.06 Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the account of the applicable Administrative Agent or an Affiliate thereof most recently designated by it for such purpose (and with respect to the applicable Currency) by notice to the Lenders, by the Specified Time; provided that Swingline Loans shall be made as provided in Section 2.04. The Domestic Administrative Agent will make Revolving Loans available to the Parent by promptly crediting the amounts so received, in like funds, to an account of the Parent maintained with the Domestic Administrative Agent in New York City and designated by the Parent in the applicable Borrowing Request (or, in the case of any Loan with respect to which the Parent shall have requested funding in an Alternative Currency, to such account in such jurisdiction as the Parent shall have designated in the applicable Borrowing Request); provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Domestic Administrative Agent to the Issuing Bank. The Domestic Administrative Agent will make the Domestic Term Loans available to the Parent by wire transfer of the amounts so received, in like funds, to such

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accounts, as the Parent shall have designated in the applicable Borrowing Request. The French Administrative Agent will make the French Term Loans available to the applicable French Borrower by wire transfer of the amounts so received, in like funds, to such accounts, as such French Borrower shall have designated in the applicable Borrowing Request.

          (b) Unless an Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to such Administrative Agent such Lender’s share of such Borrowing, such Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.06 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the applicable Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to such Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to such Administrative Agent, at (i) in the case of such Lender, the Overnight Rate or (ii) in the case of a Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to an Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

          SECTION 2.07 Interest Elections. (a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type (and in the case of a Eurodollar Revolving Borrowing, the Currency) specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods (or, in the case of a Eurodollar Revolving Borrowing, Currencies therefor), all as provided in this Section 2.07. Eurodollar Loans denominated in Alternative Currencies may not be converted to Loans of a different Type. The Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.07 shall not apply to Swingline Borrowings, which may not be converted or continued.

          (b) To make an election pursuant to this Section, the applicable Borrower shall notify the applicable Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the applicable Administrative Agent of a written Interest Election Request in a form approved by such Administrative Agent and signed by the applicable Borrower.

          (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

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     (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

     (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

     (iii) in the case of such continuation or conversion of a Revolving Borrowing, whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”; and

     (v) if the resulting Borrowing is a Eurodollar Revolving Borrowing, the Currency of the resulting Borrowing.

          If any such Interest Election Request requests a Eurodollar Borrowing but does not specify (x) an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration or (y) in the case of a Eurodollar Revolving Borrowing, a Currency, then the applicable Borrower shall be deemed to have selected a Borrowing denominated in dollars (in the case of an initial Eurocurrency Borrowing) or the same Currency as the Eurocurrency Revolving Borrowing being continued.

          (d) Promptly following receipt of an Interest Election Request, the applicable Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

          (e) If the Parent fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing (i) if denominated in dollars shall be converted to an ABR Borrowing and (ii) if denominated in an Alternative Currency shall be converted to a one month Interest Period denominated in the same Currency as the Eurocurrency Borrowing being continued. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Domestic Administrative Agent, at the request of the Required Lenders, so notifies the applicable Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

          SECTION 2.08 Termination, Reduction and Increase of Commitments. (a) The Term Commitments shall terminate on the Effective Date and, unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date.

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          (b) The Parent may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) Parent shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Revolving Credit Exposures would exceed the total Revolving Commitments.

          (c) The Parent shall notify the Domestic Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Domestic Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

          (d) The Parent may at any time, by written notice to the Domestic Administrative Agent, request that the Domestic Administrative Agent increase the total Revolving Commitments (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Revolving Commitments of one or more Revolving Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (w) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.08(d) shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Domestic Administrative Agent and consented to by the Parent and (y) the other conditions set forth in Section 2.08(e) below are satisfied. The Domestic Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Domestic Administrative Agent shall promptly inform the Lenders of any such request made by the Parent. The aggregate amount of Revolver Increases shall not exceed $25,000,000 and no single such Revolver Increase shall be for an amount less than $5,000,000.

          (e) On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 2.08(d) hereof, become a Lender party to this Agreement as of such Increase Date and shall have a Revolving Commitment in an amount equal to its share of the Revolver Increase and (ii) each Revolving Lender that has chosen to increase its Revolving Commitment pursuant to Section 2.08(d) will have its Revolving Commitment increased by the amount of its share of the Revolver Increase as of such Increase Date; provided, however, that the Domestic Administrative Agent shall have (y) received from the Parent all out-of-pocket costs and expenses incurred by the Domestic

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Administrative Agent in connection with such Revolver Increase and (z) received on or before such Increase Date the following, each dated such date:

     (i) certified copies of resolutions of the governing body of each Loan Party approving the Revolver Increase and the corresponding modifications, if any, to the Loan Documents required under subclause (vi) below, together with a certificate of the Parent certifying that there have been no changes to the constitutive documents of the Parent since the Effective Date, or if there have been changes, copies certified by the Parent of all such changes;

     (ii) an Assignment and Assumption from each New Lender participating in the Revolver Increase, if any, duly executed by such New Lender, the Domestic Administrative Agent and the Parent;

     (iii) confirmation from each Revolving Lender participating in the Revolver Increase of the increase in the amount of its Revolving Commitment, in form and substance satisfactory to the Domestic Administrative Agent;

     (iv) a certificate of the Parent certifying that no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Revolver Increase;

     (v) a certificate of the Parent certifying that the representations and warranties made by the Parent herein and in the other Loan Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date); and

     (vi) supplements or modifications to the Loan Documents and such additional Loan Documents, including any new promissory notes to New Lenders and replacement promissory notes to Revolving Lenders that agree to participate in such Revolver Increase and request such promissory notes, that the Domestic Administrative Agent reasonably deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Domestic Administrative Agent and the Revolving Lenders in the Loan Documents.

          (f) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.08(d), the Domestic Administrative Agent shall (i) effect a settlement of all outstanding Loans among the Revolving Lenders that will reflect the adjustments to the Revolving Commitments of the Lenders as a result of the Revolver Increase, including reflecting that each Lender holds its Applicable Percentage of the Revolving Loans outstanding that are denominated in each Currency and (ii) notify the Revolving Lenders, any New Lenders participating in the Revolver Increase and the Borrowers, on or before the Specified Time, by telecopier or telex, of the occurrence of the Revolver Increase to be effected on such Increase Date.

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          SECTION 2.09 Repayment of Loans; Evidence of Debt.

          (a) (i) The Parent hereby unconditionally promises to pay to the Domestic Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to the Parent by such Revolving Lender on the Maturity Date and (ii) the Parent hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made to the Parent, the Parent shall repay all Swingline Loans then outstanding. The Parent hereby unconditionally promises to pay to the Domestic Administrative Agent for the account of each Domestic Term Lender the Domestic Term Loans on the first Business Day of the month following each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.10(c)):

Date	Amount
June 30, 2010	$	1,312,500
September 30, 2010	$	1,312,500
December 31, 2010	$	1,312,500
March 31, 2011	$	1,312,500
June 30, 2011	$	1,312,500
September 30, 2011	$	1,312,500
December 31, 2011	$	1,312,500
March 31, 2012	$	1,312,500
June 30, 2012	$	1,312,500
September 30, 2012	$	1,312,500
December 31, 2012	$	1,312,500
March 31, 2013	$	1,312,500
June 30, 2013	$	1,750,000
September 30, 2013	$	1,750,000
December 31, 2013	$	1,750,000
Maturity Date	$	1,750,000

The French Borrowers hereby unconditionally promise (jointly and severally) to pay to the French Administrative Agent for the account of each French Term Lender the French Term Loans on the first Business Day of the month following each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.10(c)):

Date	Amount
June 30, 2010	965,625 EUR
September 30, 2010	965,625 EUR
December 31, 2010	965,625 EUR
March 31, 2011	965,625 EUR
June 30, 2011	965,625 EUR
September 30, 2011	965,625 EUR

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Date	Amount
December 31, 2011	965,625 EUR
March 31, 2012	965,625 EUR
June 30, 2012	965,625 EUR
September 30, 2012	965,625 EUR
December 31, 2012	965,625 EUR
March 31, 2013	965,625 EUR
June 30, 2013	1,287,500 EUR
September 30, 2013	1,287,500 EUR
December 31, 2013	1,287,500 EUR
Maturity Date	1,287,500 EUR

To the extent not previously paid, all unpaid Term Loans shall be paid in full in cash by the applicable Borrowers on the Maturity Date.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

          (c) Each Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by each Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of each Borrower to repay the applicable Loans in accordance with the terms of this Agreement.

          (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agents. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.10 Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any of its Borrowings in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section 2.10.

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          (b) The applicable Borrower shall notify the applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment under clause (a) above (i) in the case of prepayment of a Eurodollar Borrowing, not later than the Specified Time three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than the Specified Time one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than the Specified Time on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing or a Term Borrowing, the applicable Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment pursuant to clause (a) above of any Revolving Borrowing or Term Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the applicable prepaid Borrowing.

          (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the outstanding principal amount of the Term Loans in an aggregate amount equal to 100% of such Net Proceeds, to be applied (i) if such Net Proceeds are received with respect to a Prepayment Event attributable to property or any asset of Parent or any Domestic Guarantor, such Net Proceeds shall be applied first to the Domestic Term Loans and second to the French Term Loans, (ii) if such Net Proceeds are received with respect to a Prepayment Event attributable to property or any asset of a French Borrower or any Foreign Guarantor, such Net Proceeds shall be applied to the French Term Loans and (iii) in either case to be applied to installments of the Term Loans in inverse order of maturity; provided that no such prepayment shall be required pursuant to this Section 2.10(c) if, with respect to any Net Proceeds realized or received with respect to any Prepayment Event, at the option of the Parent, and so long as no Event of Default shall have occurred and be continuing, the Parent reinvests or causes to be reinvested all or any portion of such Net Proceeds in assets useful for its business within two hundred and seventy (270) days of the receipt of such Net Proceeds; provided further that if any Net Proceeds are not so reinvested within the time period set forth above in this Section 2.10(c), an amount equal to any such Net Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.10(c).

          (d) Within five Business Days after financial statements have been delivered pursuant to Section 5.01(a) and the related Compliance Certificate has been delivered pursuant to Section 5.01(c), the Parent shall prepay an aggregate principal amount of Term Loans equal to (i) 75% of Excess Cash Flow for the fiscal year covered by such financial statements in the case of the fiscal years ending June 30, 2010 and June 30, 2011, and (ii) 75% of Excess Cash Flow for the fiscal year covered by such financial statements in the case of the fiscal years ending June 30, 2012 and June 30, 2013 if the Leverage Ratio for either such fiscal year is greater than 1.00 to 1,

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applied on a pro rata basis between the Domestic Term Loans and the French Term Loans and applied to installments of such Term Loans in inverse order of maturity.

          (e) Upon the issuance of any Indebtedness pursuant to Section 6.01(k), the Parent shall, within ten days of the receipt thereof, use 100% of the Net Proceeds (except to the extent used substantially concurrently with such issuance to fund one or more Permitted Acquisitions) to prepay the Loans, applied first on a pro rata basis between the Domestic Term Loans and the French Term Loans and applied to installments of such Term Loans in inverse order of maturity and second applied to the Revolving Loans (with corresponding reductions in the Revolving Commitments).

          (f) If the Domestic Administrative Agent notifies the Borrowers at any time that:

     (i) the total Revolving Credit Exposures exceed the then current aggregate Revolving Commitments, then, within two Business Days after receipt of such notice, the Parent shall prepay Revolving Loans on a pro rata basis in an amount sufficient to cause the total Revolving Credit Exposures to not exceed the then current aggregate Revolving Commitments; or

     (ii) the outstanding amount of all Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit, then, within two Business Days after receipt of such notice, the Parent shall prepay Revolving Loans on a pro rata basis in an aggregate amount sufficient to reduce the outstanding amount of Revolving Loans denominated in Alternative Currencies as of the date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit.

          (g) Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

          SECTION 2.11 Fees. (a) The Parent agrees to pay to the Domestic Administrative Agent for the account of each Revolving Lender a commitment fee (the “Revolving Credit Commitment Fee”), which shall accrue at the Applicable Rate on the daily amount of the unused Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates, whether or not prior to such time all the conditions in Section 4.02 are met. Accrued Revolving Credit Commitment Fees shall be payable quarterly in arrears on the third Business Day of January, April, July and October of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All Revolving Credit Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (b) The Parent agrees to pay (i) to the Domestic Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate

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applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Parent and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (c) Each Borrower agrees to pay to each Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between such Borrower and any Administrative Agent.

          (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Domestic Administrative Agent (or to the Issuing Bank or the French Administrative Agent, in the case of fees payable to such party) for distribution, in the case of Revolving Credit Commitment Fee and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances.

          SECTION 2.12 Interest. (a) The Revolving Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

          (b) The Revolving Loans and the Domestic Term Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

          (c) The French Term Loans shall bear interest at EURIBOR for the Interest Period in effect for the applicable Borrower plus the Applicable Rate.

          (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan or in the case of any other overdue amount in connection with any French Term Loan or

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any Eurodollar Revolving Loan that is denominated in any Alternative Currency, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12; provided, that interest on any such overdue amount with respect to Loans held by any French Borrower accruing as described in clause (i) above shall be compounded with the overdue amount at the end of each Interest Period applicable to such overdue amount if and only if, within the meaning of Article 1154 of the French Code civil, such interest is due for a period of at least one year but will remain immediately due and payable.

          (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

          (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest for Loans denominated in Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate or EURIBOR shall be determined by the applicable Administrative Agent, and such determination shall be conclusive absent manifest error.

          (g) To comply with the provisions of Articles L.313-4 and R.313-1 of the French Code monétaire et financier and articles L.313-1, L.313-2 and R.313-1 to R.313-5 of the French Code de la consommation, the French Borrowers and the Lenders agree that the effective global interest rate for each of the Loans held by the French Borrowers cannot be calculated as of the Effective Date for the entire duration of this Agreement; however, a letter which sets forth a sample calculation of interest on the Loans shall be provided to the French Borrowers by the French Administrative Agent on the Effective Date and prior to the making of any Loan to a French Borrower. The French Borrowers and the Lenders acknowledge that this letter is an integral part of this Agreement. For each Interest Period applicable to a French Term Loan, the French Administrative Agent shall notify the relevant French Borrower of the actual global effective rate (taux effectif global) applicable to such Interest Period.

          SECTION 2.13 Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing of Revolving Loans:

          (i) The Domestic Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and

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reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

     (ii) the Domestic Administrative Agent is advised by the Required Revolving Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Revolving Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Domestic Administrative Agent shall give notice thereof to the Parent and the Revolving Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Domestic Administrative Agent notifies the Parent and the Revolving Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that (x) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted and (y) if the circumstances giving rise to such notice affect only one Currency, then Borrowings in other Currencies shall be permitted.

          (b) Subject to the following sentence, if EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks. If a Market Disruption Event occurs in relation to a French Term Loan for any Interest Period, then the rate of interest on each French Term Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of (i) the Applicable Margin, (ii) the rate notified to the French Administrative Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select and (iii) the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan. If a Market Disruption Event occurs and the French Administrative Agent or any French Borrower so requires, the French Administrative Agent and the French Borrowers shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest. Any such alternative basis so agreed shall, with the prior consent of all the Term Lenders and the French Borrowers, be binding on all parties.

          SECTION 2.14 Increased Costs. (a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by

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such Lender or any Letter of Credit or participation therein (excluding any such condition relating to Taxes (as to which Section 2.16 shall govern));

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.14 shall be delivered to the Borrowers and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.14 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

          (e) Notwithstanding any other provision of this Agreement, if, after the date hereof, (x) any Change in Law shall make it unlawful for any Revolving Lender to make or maintain any Revolving Loan denominated in an Alternative Currency or to give effect to its obligations as contemplated hereby with respect to any such Loan or (y) there shall have

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occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates that would make it impracticable for any Revolving Lender to make or maintain Loans denominated in the affected Currency, then, by written notice to the Parent and to the Domestic Administrative Agent:

     (i) such Revolving Lender or Revolving Lenders may declare that Revolving Loans in the affected Currency or Currencies will not thereafter (for the duration of such unlawfulness or impracticality) be made by such Revolving Lender or Revolving Lenders hereunder (or, in the case of outstanding Loans, be continued for additional Interest Periods), whereupon any request for a Borrowing in the affected Currency or Currencies (or to continue a Borrowing in the affected Currency or Currencies for an additional Interest Period) shall, as to such Revolving Lender or Lenders only, be deemed a request for an Eurodollar Loan having an Interest Period of one month’s duration and denominated in dollars at the Exchange Rate determined by the Domestic Administrative Agent in accordance with this Agreement (or a request to convert a Revolving Loan into a Eurodollar Loan having an Interest Period of one month’s duration and denominated in dollars at the Exchange Rate determined by the Domestic Administrative Agent in accordance with this Agreement on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and

     (ii) such Lender may require that all outstanding Revolving Loans in the affected Currency or Currencies made by it be converted to Eurodollar Revolving Loans having an Interest Period of one month’s duration and denominated in dollars, in which event all such Loans in the affected Currency or Currencies shall be converted to Eurodollar Revolving Loans having an Interest Period of one month’s duration and denominated in dollars, as of the effective date of such notice as provided in paragraph (f) of this Section 2.14 and at the Exchange Rate determined by the Domestic Administrative Agent in accordance with this Agreement on the date of such conversion.

          In the event any Revolving Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Revolving Loans that would have been made by such Revolving Lender or the converted Revolving Loans of such Revolving Lender shall instead be applied to repay the Eurodollar Revolving Loans made by such Lender in lieu of, or resulting from the conversion of, such Revolving Loans.

          (f) For purposes of paragraph (e) of this Section 2.14, a notice to the Parent by any Revolving Lender shall be effective as to each Revolving Loan made by such Revolving Lender, if lawful, on the last day of the Interest Period currently applicable to such Revolving Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Parent.

          SECTION 2.15 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable

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thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by a Borrower pursuant to Section 2.18, then, in any such event, the applicable Borrower shall compensate each applicable Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or EURIBOR, as applicable, that would have been applicable to such Loan (excluding, however the Applicable Rate included therein, if any), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

          SECTION 2.16 Taxes. (a) Any and all payments by or on account of any obligation of any Borrower hereunder shall be made free and clear of and without deduction for any Taxes; provided that if any Borrower shall be required to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

          (b) In addition, each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

          (c) The Borrowers shall severally but not jointly indemnify each Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes levied, imposed or assessed on (and whether or not paid directly by) such Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to

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a Borrower by a Lender or the Issuing Bank, or by any Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. After an Administrative Agent, any Lender or the Issuing Bank (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, the Administrative Agent, such Lender or the Issuing Bank (as the case may be) will act in good faith to promptly notify the Borrowers of their obligations hereunder. In addition, the Borrower shall indemnify each Administrative Agent, each Lender and the Issuing Bank for any incremental Taxes that may become payable by such Administrative Agent, Lender or Issuing Bank as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to each Administrative Agent, pursuant to clause (d), documentation evidencing the payment of Indemnified Taxes or Other Taxes.

          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority and in any event within 90 days of any such payment being due, such Borrower shall deliver to each Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agents.

          (e) Any Lender that is entitled to an exemption from or reduction of withholding tax under the applicable law, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or under any other Loan Document shall deliver to such Borrower (with a copy to each Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by such Borrower as will permit such payments to be made without withholding or at a reduced rate. Without limiting the generality of the foregoing, each Lender shall deliver to the Parent and the Administrative Agents on or prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the expiration or invalidity of any of the certificates or IRS forms described below or upon the request of the Parent or an Administrative Agent, but only if such Lender is legally entitled to do so), two (2) original copies of whichever of the following is applicable:

     (i) duly completed and executed IRS Form W-8BEN (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party;

     (ii) duly completed and executed IRS Form W-8ECI (or any successor form), establishing that such party is not subject to deduction or withholding of United States federal income tax;

     (iii) in the case of a party claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such party is not (A) a “bank” described in Section 881(c)(3)(A) of the Code), (B) a “10 percent shareholder” of the Parent described in Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed and executed IRS Form W-8BEN; or

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     (iv) IRS Form W-9 (or any successor form), establishing that such party is not subject to backup withholding or information reporting requirements.

          (f) If an Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 2.16, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that each Borrower, upon the request of an Administrative Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Administrative Agent or such Lender in the event such Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require any Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person.

          SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to the Specified Time at the place of payment, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the applicable Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to (i) the Domestic Administrative Agent at its offices at 270 Park Avenue, New York, New York, in the case of payments denominated in dollars and (ii) the applicable Administrative Agent at its offices at 125 London Wall, London, EC2Y 5AJ, United Kingdom, attention of Alastair A. Stevenson, in the case of payments in respect of Revolving Loans denominated in Alternative Currencies and in the case of payments in respect of French Term Loans, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The applicable Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars or, in the case of principal of and interest on any Loan denominated in an Alternative Currency, the applicable Alternative Currency, as the case may be. Except as provided in clause (c) below, each payment or prepayment of principal or payment of interest in respect of a Borrowing of Loans shall be allocated ratably among the parties entitled thereto.

          (b) If at any time insufficient funds are received by and available to the applicable Administrative Agent to pay fully all amounts of principal, unreimbursed LC

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Disbursements, interest and fees then due hereunder, such funds received on the account of each Borrower shall be applied (i) first, towards payment of interest and fees then due hereunder by such Borrower, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder by such Borrower, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties and (iii) third, towards payment of Obligations under any Guaranty to which such Borrower is a party.

          (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in the applicable Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans (and, if applicable, participations in LC Disbursements and Swingline Loans) of other Lenders in the applicable Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders in the applicable Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans (and, if applicable, participations in LC Disbursements and Swingline Loans) in the applicable Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to a Borrower or any subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against any Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

          (d) Unless the applicable Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to such Administrative Agent for the account of the applicable Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the applicable Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the applicable Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the applicable Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation.

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          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), then the applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by such Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

          SECTION 2.18 Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (b) If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender, then the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Borrower shall have received the prior written consent of the applicable Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (and, if applicable, participations in LC Disbursements and Swingline Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Borrower to require such assignment and delegation cease to apply.

          SECTION 2.19 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

          (a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.11(a);

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          (b) the Revolving Commitment, Revolving Credit Exposure and Term Loans outstanding with respect to such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;

          (c) if any Swingline Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:

     (i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such time;

     (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Parent shall within one Business Day following notice by Domestic Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such LC Exposure is outstanding;

     (iii) if Parent cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.19(c), the Parent shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Revolving Lenders pursuant to Section 2.11(a) and Section 2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ pro rata shares (based on their respective Revolving Commitments); and

     (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.19(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and

          (d) so long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be

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required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Parent in accordance with Section 2.19(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders that are Revolving Lenders in a manner consistent with Section 2.19(c)(i) (and Defaulting Lenders shall not participate therein).

In the event that each Administrative Agent, the Parent, the Issuing Bank and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Domestic Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its pro rata share (based on its Revolving Commitment).

          SECTION 2.20 Additional Reserve Costs.

          (a) If and so long as any Lender is required to make special deposits, to maintain reserve asset, liquidity or cash margin ratios, to pay fees or comply with other requirements (but for the avoidance of doubt excluding requirements contemplated by Section 2.14(e)) of the Bank of England, the Financial Services Authority of the United Kingdom or the European Central Bank, in each case in respect of such Lender’s Eurodollar Loans in any Alternative Currency and pursuant to such requirements, such Lender may require each applicable Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Cost calculated in accordance with Schedule 2.20 hereto.

          (b) Each Lender shall, in consultation with the applicable Borrower, take all reasonable steps as may be available to it to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to the Mandatory Cost including (but not limited to) transferring its rights and obligations under this Agreement to another Affiliate or office or offices through which it will perform its obligations under this Agreement; provided, that any such Lender will not be required to take any such action if to do so would, in the judgment of such Lender, be reasonably expected to have an adverse effect on its business, operations or financial condition, cause it to incur liabilities or obligations or reduce its return in relation to its participations in the Loans.

          (c) Each Lender shall supply the applicable Administrative Agent with any information required by the applicable Administrative Agent in order to calculate the Mandatory Cost.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

          Each Borrower represents and warrants to the Lenders that:

          SECTION 3.01 Organization; Powers. Each of the Borrowers and their respective Subsidiaries is duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and, where applicable, is in good standing in, every jurisdiction where such qualification is required.

          SECTION 3.02 Authorization; Enforceability. The Transactions are within the Borrowers’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrowers and constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except for filings necessary to perfect the Liens on the Collateral granted by the Loan Parties under the Loan Documents, (b) will not violate any applicable law or regulation, (c) will not violate any charter, by-laws or other organizational documents of any of the Parent or any of its Subsidiaries or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon any of the Parent or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent or any of its Subsidiaries, and (e) will not result in the creation or imposition of any Lien (other than the Liens on the Collateral granted by the Loan Parties under the Loan Documents) on any asset of any of the Parent or any of its Subsidiaries, except for, in the case of clause (a), those consents, approvals, negotiations, filings, or actions, the failure of which to obtain or make could not reasonably be expected to result in a Material Adverse Effect and, in the case of clauses (b) and (d), with respect to any violation or default to the extent such violation or default could not reasonably be expected to have a Material Adverse Effect.

          SECTION 3.04 Financial Condition; No Material Adverse Change. (a) The Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended June 30, 2009, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit

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adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

          (b) Since June 30, 2009, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Parent and its Subsidiaries, taken as a whole.

          SECTION 3.05 Properties. (a) Each of the Parent and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

          (b) Each of the Parent and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Parent and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.06 Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrowers, threatened against or affecting the Parent or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

          (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Parent nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

          (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in a Material Adverse Effect.

          SECTION 3.07 Compliance with Laws and Agreements. Each of the Parent and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

          SECTION 3.08 Investment Company Status. None of the Loan Parties is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

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          SECTION 3.09 Taxes. Each of the Parent and its Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Parent or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.10 ERISA. No ERISA Event or ERISA Multiemployer Plan Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events and ERISA Multiemployer Plan Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. No Plan (with respect to which the Parent or any other Borrower has any liability or reasonable expectation of liability) is in “at risk” status within the meaning of Section 430(i) of the Code or Section 303(i) of ERISA.

          SECTION 3.11 Disclosure. As of the Effective Date, each Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of any Borrower to any Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains, when taken as a whole, any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made and when furnished, not misleading; provided that, with respect to projected financial information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed by such Borrower to be reasonable at the time.

ARTICLE IV

CONDITIONS

          SECTION 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

          (a) The Administrative Agents (or their counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agents (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) from each Domestic Subsidiary, a duly executed Guaranty (Domestic Obligations), (iii) from the Parent and each Restricted Subsidiary, a duly executed Guaranty (French Obligations), (iv) the Domestic Security Documents, duly executed by each Domestic Subsidiary, the Parent and the Domestic Administrative Agent, (v) the Canadian Security Documents, duly executed by each Canadian Subsidiary, (vi) the French Security

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Documents, duly executed by each French Subsidiary and the French Administrative Agent, (vii) the English Security Agreement, duly executed by the English Chargor and the French Administrative Agent, (viii) the English Share Charge, duly executed by Mirion Technologies (IST) Corporation and the French Administrative Agent, (ix) the German Security Document, duly executed by Mirion Technologies (Synodys) SA and the French Administrative Agent and (x) any promissory notes requested by a Lender pursuant to Section 2.09 payable to the order of each such requesting Lender.

          (b) The Administrative Agents shall have received a favorable written opinion (addressed to the Administrative Agents and the Lenders and dated the Effective Date) of (i) Seth Rosen, general counsel for the Parent, substantially in the form of Exhibit B-1, (ii) Davis Polk and Wardwell LLP, New York counsel for the Loan Parties, substantially in the form of Exhibit B-2, (iii) Richards, Layton and Finger, P.A., Delaware counsel for the Loan Parties, substantially in the form of Exhibit B-3, (iv) Davis Polk and Wardwell LLP, French counsel for the Loan Parties, substantially in the form of part (a) of Exhibit B-3, (v) Mayer Brown International LLP, French counsel for the Administrative Agents, substantially in the form of part (b) of Exhibit B-4, (vi) Hengeler Mueller, German counsel for the Loan Parties, substantially in the form of part (a) of Exhibit B-5, (vii) Mayer Brown LLP, German counsel for the Administrative Agents, substantially in the form of part (b) of Exhibit B-5, (viii) Mayer Brown International LLP, English counsel for the Administrative Agents, substantially in the form of Exhibit B-6 and (ix) Blake, Cassels and Graydon LLP, Canadian counsel for the Loan Parties, substantially in the form of Exhibit B-7 and in each case covering such other matters relating to the Loan Parties, this Agreement, the Transactions or the Equity Offering as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion.

          (c) The Administrative Agents shall have received such documents, by-laws, memorandum of association, articles of association and certificates as the Administrative Agents or their counsel may reasonably request relating to the organization, existence and, where applicable, good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agents and their counsel.

          (d) The Domestic Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Parent, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

          (e) The Administrative Agents and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by any Borrower hereunder.

          (f) The Parent shall have received gross proceeds of at least $100,000,000 from the Equity Offering.

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          (g) The Lenders shall have received (i) audited consolidated financial statements of the Parent for the 2007 and 2008 fiscal years, (ii) unaudited interim consolidated financial statements of the Parent for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

          (h) The Administrative Agents shall have received the results of a recent lien search in each of the jurisdictions in the United States, Canada, England and France where each of the Loan Parties are incorporated or such other jurisdictions as the Administrative Agent may reasonably require, and such search shall reveal no liens on any of the assets of the Loan Parties in such jurisdictions except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agents.

          (i) After giving effect to all Borrowings to be made on the Effective Date and the issuance of any Letters of Credit on the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness, liabilities and obligations current, there shall be Availability of at least $10,000,000.

          (j) The Domestic Administrative Agent shall have received evidence that the Loans which the Lenders have agreed to provide pursuant to this Agreement shall have received a corporate credit rating estimate from Moody’s or S&P acceptable to the Domestic Administrative Agent.

          (k) The Indebtedness described on Schedule 4.01 shall have been repaid in full with the proceeds of the Loans and the Equity Offering substantially concurrently with the initial extensions of credit to be made under this Agreement on the Effective Date.

          (l) The Administrative Agents shall have received (i) the certificates, if any, representing the Equity Interests pledged pursuant to the Collateral Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agents pursuant to the Collateral Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

          (m) Each document (including any Uniform Commercial Code or Personal Property Security Act financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agents to be filed, registered or recorded in order to create in favor of an Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein in accordance with the Collateral Documents, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation.

The Administrative Agents shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to

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Section 9.02) at or prior to the Specified Time, on April 9, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

          SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

          (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, with the same effect as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date and in such case, such representations and warranties shall be true and correct in all material respects as of such date.

          (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

ARTICLE V

AFFIRMATIVE COVENANTS

          Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated (or, as to any outstanding Letters of Credit, such Letters of Credit shall have been fully cash collateralized or backed by standby letters of credit reasonably acceptable to the Issuing Bank) and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Lenders that:

          SECTION 5.01 Financial Statements; Ratings Change and Other Information. The Borrowers will furnish to the Administrative Agents for distribution to each Lender:

          (a) within 90 days after the end of each fiscal year of the Parent each of the following:

     (i) audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition

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and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and

     (ii) unaudited consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows for the Parent as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent on a consolidating basis in accordance with GAAP consistently applied;

          (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, each of the following:

     (i) consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of balance sheets, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and

     (ii) consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows of the Parent as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of balance sheets, as of the end of) the previous fiscal year, all certified by one of the Parent’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent on a consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

          (c) concurrently with any delivery of financial statements under clause (a) or (b) above (and commencing with the delivery of such financial statements for the fiscal quarter of the Parent ending June 30, 2010), a certificate of a Financial Officer (a “Compliance Certificate”) of the Parent (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12 and Section 2.10(d) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

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          (d) as soon as available, but in any event within 60 days after the end of each fiscal year of the Parent, an annual business plan and budget of such the Parent and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Parent of consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs);

          (e) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default under Section 6.12 (which certificate may be limited to the extent required by accounting rules or guidelines);

          (f) promptly after the same become publicly available, copies of all periodic and other reports (other than any report on Form S-8), proxy statements and other materials filed by the Parent or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or any similar Governmental Authority in a jurisdiction other than the United States, or with any national securities exchange, or distributed by the Parent to its shareholders generally, as the case may be.

          (g) Documents required to be delivered pursuant to clauses (a), (b) and (f) above which are made available via EDGAR, or any successor system of the SEC, in the Parent’s Annual Report on Form 10-K, Form 10-Q or Form 8-K, as applicable, shall be deemed delivered to the Lenders on the date such documents are made so available; and

          (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent or any Subsidiary, or compliance with the terms of this Agreement, as any Administrative Agent or any Lender may reasonably request.

          SECTION 5.02 Notices of Material Events. The Parent will furnish to the Administrative Agents for distribution to each Lender prompt written notice of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; and

          (c) the occurrence of any ERISA Event or ERISA Multiemployer Plan Event that, alone or together with any other ERISA Events and ERISA Multiemployer Plan Events that have occurred, could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount exceeding $2,000,000.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other officer of the Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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          SECTION 5.03 Existence; Conduct of Business. Each Borrower will, and will cause each of its subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

          SECTION 5.04 Payment of Obligations. Each Borrower will, and will cause each of its subsidiaries to, pay its obligations (including Tax liabilities but other than obligations with respect to Indebtedness) that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Borrower or such subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.05 Maintenance of Properties; Insurance. Each Borrower will, and will cause each of its subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations and (c) all insurance required pursuant to the Collateral Documents.

          SECTION 5.06 Books and Records; Inspection Rights. Each Borrower will, and will cause each of its subsidiaries to, keep proper books of record and account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities. Each Borrower will, and will cause each of its subsidiaries to, permit any representatives designated by any Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that (i) such visits by the Lenders shall be coordinated by the Administrative Agents and (ii) so long as no Event of Default shall have occurred and be continuing, each Borrower shall not be obligated to accommodate more than two such visits in any 12-month period or to reimburse the Administrative Agent or any Lender for more than one such visit in any 12-month period.

          SECTION 5.07 Compliance with Laws. Each Borrower will, and will cause each of its subsidiaries to, (a) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and (b) promptly resolve any Environmental Liability, in each case except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only to refinance certain Indebtedness of the Borrowers and the Subsidiaries and for general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the

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Board, including Regulations T, U and X. In particular, no part of the proceeds of any French Term Loan will be used, directly or indirectly, by any French Borrower to finance or refinance any subscription or acquisition of its own shares to the extent that such financing or refinancing would constitute unlawful financial assistance within the meaning of article L.225-216 of the French Code de commerce.

          SECTION 5.09 Additional Guarantors. The Parent will, and will cause its Subsidiaries to, promptly inform the Administrative Agents of the creation or acquisition of any direct or indirect Subsidiary (subject to the provisions of Sections 6.03 and 6.04) and cause each direct or indirect Restricted Subsidiary not in existence on the date hereof to (i) enter, to the extent permitted under applicable law, into a Guaranty (French Obligations), (ii) in the case of any Domestic Subsidiary, enter into a Guaranty (Domestic Obligations), (iii) enter into a joinder agreement to each Collateral Document that any Administrative Agent shall reasonably request in order to secure its Obligations under any Guaranty required to be entered into in accordance with clause (i) or (ii) of this Section 5.09 and (iv) grant Liens to any Administrative Agent, for the benefit of the Administrative Agents and the Lenders, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property located in the United States owned by such Subsidiary and having a fair market value in excess of $2,500,000. In connection therewith, the Parent or any applicable Subsidiary shall provide such resolutions, certificates and opinions of counsel as shall be reasonably requested by any Administrative Agent.

          SECTION 5.10 Further Assurances.

          (a) Each Loan Party will cause the issued and outstanding Equity Interests pledged pursuant to any of the Collateral Documents to be subject at all times to a first priority, perfected Lien in favor of any Administrative Agent as the Administrative Agents shall reasonably request.

          (b) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agents such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which any Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.

          SECTION 5.11 Pledge of Shares of German Subsidiary. By not later than the four-month anniversary of the Effective Date or such later time as the French Administrative Agent shall agree in its sole discretion, the Parent will cause to be delivered to the French Administrative Agent a pledge of all of the ownership interests in Mirion Technologies (RADOS) GmbH, a German Subsidiary of the Parent, from the Parent or Subsidiaries which hold such interests (each, a “New Pledgor”) in order to secure the Obligations of the New Pledgor under the Guaranty (French Obligations), together with joinders to the Guaranty (French

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Obligations) from each New Pledgor and opinions of counsel reasonably satisfactory to the French Administrative Agent.

ARTICLE VI

NEGATIVE COVENANTS

          Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated (or, as to any outstanding Letters of Credit, such Letters of Credit shall have been fully cash collateralized or backed by standby letters of credit reasonably acceptable to the Issuing Bank) and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Lenders that:

          SECTION 6.01 Indebtedness. No Borrower will, nor will it permit any of its subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

          (a) Indebtedness created under the Loan Documents;

          (b) Indebtedness existing on the date hereof or Indebtedness incurred pursuant to existing lines of credit, in each case as set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;

          (c) Indebtedness of the Parent to any Subsidiary and of any Subsidiary to the Parent or any other Subsidiary;

          (d) Guarantees by the Parent of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Parent or any other Subsidiary;

          (e) Indebtedness of the Parent or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $20,000,000 at any time outstanding;

          (f) Indebtedness of the Parent or any Subsidiary as an account party in respect of trade letters of credit;

          (g) other unsecured Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding; provided that the aggregate principal amount of Indebtedness of the Parent’s Subsidiaries permitted by this clause (g) shall not exceed $5,000,000 at any time outstanding;

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          (h) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Parent or any Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

          (i) Indebtedness of a Person or acquired assets that is the subject of a Permitted Acquisition which Indebtedness was in existence at the time of such Permitted Acquisition and not incurred in contemplation thereof, and extensions, renewals and replacements of any such Indebtedness incurred pursuant to this clause (i) that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed $10,000,000 at any time outstanding;

          (j) Indebtedness incurred in a Permitted Acquisition or disposition permitted hereunder under agreements providing for indemnification, the adjustment of the purchase price earn-out or similar obligations;

          (k) Subordinated Indebtedness of the Parent in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided, that in the case of incurrence of any such Indebtedness in an amount of $10,000,000 or more, (i) such Subordinated Indebtedness shall be on terms and conditions no more restrictive than those set forth in this Agreement, (ii) such Subordinated Indebtedness shall not provide for scheduled principal payments prior to the Maturity Date and (iii) prior to any such incurrence, the Parent shall have demonstrated compliance with Section 6.12 on a pro forma basis after giving effect to such incurrence; and

          (l) Indebtedness of Loan Parties in an aggregate principal amount not to exceed $2,000,000 at any time outstanding.

          SECTION 6.02 Liens. No Borrower will, nor will it permit any of its subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

          (a) Permitted Encumbrances;

          (b) Liens pursuant to any Loan Document;

          (c) any Lien on any property or asset of the Parent or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Parent or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

          (d) any Lien existing on any property or asset prior to the acquisition thereof by the Parent or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Parent or any Subsidiary (other than the proceeds or products

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thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

          (e) Liens on fixed or capital assets acquired, constructed or improved by the Parent or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Parent or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

          (f) Liens securing Indebtedness outstanding pursuant to Section 6.01(l) or other obligations not exceeding $2,000,000 in aggregate principal amount;

          (g) any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom any German Subsidiary maintains a banking relationship in the ordinary course of business; and

          (h) any Lien arising under any retention of title or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a German Subsidiary in the ordinary course of trading and on the supplier’s standard or usual terms.

          SECTION 6.03 Fundamental Changes and Asset Sales. (a) No Borrower will, nor will it permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent in a transaction in which the Parent is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Subsidiaries, to the Parent or to another Subsidiary so long as any such assets that constitute Collateral continue to be subject to the first priority security interest of the applicable Administrative Agent, (iv) any Subsidiary may liquidate or dissolve if the Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04, (v) the Parent or any Subsidiary may sell, transfer, lease or otherwise dispose of inventory, cash or Permitted Investments, in each case in the ordinary course of business, (vi) the Parent or any Subsidiary may sell, transfer, lease or otherwise dispose of obsolete, used, surplus,

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no longer used or useful or worn out property, whether now owned or hereafter acquired, (vii) the Parent or any Subsidiary may sell, transfer, lease or otherwise dispose of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such disposition are promptly applied to the purchase price of such replacement property, and (viii) the Parent or any Subsidiary may sell, transfer, lease or otherwise dispose of property so long as the consideration received therefrom in cash shall not exceed $10,000,000 in the aggregate in any fiscal year of the Parent.

          (b) No Borrower will, nor will it permit any of its subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

          SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. No Borrower will, nor will it permit any of its subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

          (a) Permitted Investments;

          (b) investments existing on the Effective Date and as set forth on Schedule 6.04;

          (c) investments by the Parent or any Subsidiary in the capital stock of any Subsidiary; provided that investments by a Loan Party after the Effective Date in the capital stock of Subsidiaries that are not Loan Parties (or do not become Loan Parties pursuant to Section 5.09 substantially concurrently with such investment) shall not be permitted pursuant to this clause (c);

          (d) loans or advances made by the Parent to any Subsidiary and made by any Subsidiary to the Parent or any other Subsidiary;

          (e) Guarantees constituting Indebtedness permitted by Section 6.01;

          (f) Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”):

     (i) as of the date of the consummation of such Acquisition, no Default shall have occurred and be continuing or would result from such Acquisition, and the representations and warranties contained in Article III shall be true both before and after giving effect to such Acquisition;

     (ii) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other

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applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired;

     (iii) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Parent and its Subsidiaries are engaged on the Effective Date;

     (iv) as of the date of the consummation of such Acquisition, all material approvals required in connection therewith shall have been obtained; and

     (v) cash and non-cash consideration (excluding any Equity Interests of the Parent and its Subsidiaries in an aggregate amount not to exceed $50,000,000) paid by or on behalf of the Parent and its Subsidiaries for such Acquisition shall not exceed (i) $30,000,000 if, after giving effect to such Acquisition, the Leverage Ratio would be greater than or equal to 1.75 to 1 on a pro forma basis and (ii) $100,000,000 if, after giving effect to such Acquisition, the Leverage Ratio would be less than to 1.75 to 1 on a pro forma basis;

          (g) any investments acquired in connection with Permitted Acquisitions;

          (h) any investments received in connection with a disposition of assets permitted pursuant to Section 6.03;

          (i) additional investments in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding in connection with joint ventures or in non-Loan Party Subsidiaries made after the Effective Date;

          (j) guarantees from the Parent on behalf of its Subsidiaries in the ordinary course of business and in connection with customer contracts and requests; and

          (k) investments not otherwise permitted under this Section 6.04 in an amount not to exceed $10,000,000 in the aggregate outstanding at any one time.

          SECTION 6.05 Swap Agreements. No Borrower will, nor will it permit any of its subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Parent or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Parent or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Parent or any Subsidiary.

          SECTION 6.06 Restricted Payments.

          (a) No Borrower will, nor will it permit any of its subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Parent may declare and pay dividends with respect to its Equity Interests payable solely in

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additional shares of its common stock, (ii) so long as no Default shall be continuing, if the Leverage Ratio was 2.00 to 1 or lower as set forth on the most recent Compliance Certificate delivered to the Administrative Agents pursuant to Section 5.01(c), the Parent may make Restricted Payments with respect to its Equity Interests (other than repurchases, redemptions or other acquisitions of equity Interests of the Parent) or with respect to its Subordinated Indebtedness in an aggregate amount not to exceed, in any fiscal year of the Parent, the sum of (A) of 10% of Net Income for the previous year and (B) Net Proceeds from the issuance of Equity Interests in the Parent during the previous fiscal year, (iii) so long as no Default shall be continuing, Parent may repurchase, redeem or otherwise acquire Equity Interests of the Parent in an amount not to exceed (A) $5,000,000 during any fiscal year and (B) $15,000,000 in the aggregate after the Effective Date, (iv) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests and (v) the Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Parent and its Subsidiaries.

          (b) No Borrower will, nor will it permit any of its subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Subordinated Indebtedness, except:

     (i) payment of regularly scheduled interest as and when due in respect of any Subordinated Indebtedness, other than payments prohibited by the subordination provisions thereof;

     (ii) repayments or prepayments of Subordinated Indebtedness permitted by Section 6.06(a)(ii); and

     (iii) refinancings of Subordinated Indebtedness to the extent permitted by Section 6.01.

          SECTION 6.07 Transactions with Affiliates. No Borrower will, nor will it permit any of its subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions not less favorable to the Parent or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Parent and its wholly owned Subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.06, (d) any investments permitted by Section 6.04 and (e) any transactions pursuant to the agreements listed on Schedule 6.07.

          SECTION 6.08 Restrictive Agreements. No Borrower will, nor will it permit any of its subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to

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any shares of its capital stock or to make or repay loans or advances to the Parent or any other Subsidiary or to provide Guarantees of Indebtedness of the Parent or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law, by this Agreement or by any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions and conditions contained in agreements or instruments evidencing any Indebtedness of a Foreign Subsidiary permitted to be incurred under Section 6.01, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

          SECTION 6.09 Sale and Leaseback Transactions. No Borrower will, nor will it permit any of its subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by the Parent or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 90 days after such Parent or such Subsidiary acquires or completes the construction of such fixed or capital asset.

          SECTION 6.10 Amendment of Material Documents. No Borrower will, nor will it permit any of its subsidiaries to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness or (b) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, in either case to the extent any such amendment, modification or waiver would be adverse to the Lenders.

          SECTION 6.11 Changes in Fiscal Year. No Borrower will, nor will it permit any of its subsidiaries to, change the fiscal year of the Parent or any Subsidiary.

          SECTION 6.12 Financial Covenants.

          (a) Fixed Charge Coverage Ratio. The Borrowers will not permit the Fixed Charge Coverage Ratio, determined for any period of four consecutive fiscal quarters ending on the last day of each fiscal quarter beginning with the fiscal quarter of the Parent ending on June 30, 2010, to be less than 1.50 to 1.00.

          (b) Minimum Net Worth. The Borrowers shall maintain, at all times, Net Worth of not less than an amount equal to 80% of Effective Date Net Worth plus 50% of Net

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Income earned in each full fiscal quarter ending after March 31, 2010 (with no deduction for a net loss in any such fiscal quarter).

          (c) Leverage Ratio. The Borrowers will not permit the Leverage Ratio, determined for any period of four consecutive fiscal quarters ending on any date set forth below and beginning with the fiscal quarter of the Parent ending on March 31, 2010, to be greater than the ratio set forth below opposite such period:

Period	Ratio
January 1, 2010 through December 31, 2010	2.75 to 1.00
January 1, 2011 and thereafter	2.25 to 1.00

ARTICLE VII

EVENTS OF DEFAULT

          If any of the following events (“Events of Default”) shall occur:

          (a) the Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

          (b) the Borrowers shall fail to pay any interest on any Loan, any Revolving Credit Commitment Fees or any fees required to be paid pursuant to Section 2.11(b), when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

          (c) the Borrowers shall fail to pay any other fee or amount (other than an amounts referred to in clauses (a) and (b) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of ten days;

          (d) any representation or warranty made or deemed made by or on behalf of the Parent or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made;

          (e) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.03 (with respect to the Borrowers’ existence) or Section 5.08 or in Article VI;

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          (f) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b), (c) or (e) of this Article), and such failure shall continue unremedied for a period of 30 days (or ten days in the case of any such failure under Section 5.02) after notice thereof from any Administrative Agent to the Borrowers (which notice will be given at the request of any Lender);

          (g) the Parent or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

          (h) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any grace period) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (h) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of property or assets securing such Indebtedness;

          (i) (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (A) liquidation, reorganization, bankruptcy, winding-up, dissolution or other relief in respect of the Parent or any Subsidiary (other than an Immaterial Subsidiary or an Inactive Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B) the appointment of a receiver, interim receiver, receiver and manager, liquidator, provisional liquidator, administrator, trustee, custodian, sequestrator, conservator, examiner, agent or similar official for the Parent or any Subsidiary (other than an Immaterial Subsidiary or an Inactive Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, unstayed and undischarged for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

     (ii) any corporate action, legal proceedings or other procedure or step is taken in relation to:

     (A) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, examination or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) other than on a solvent basis of any French Borrower or Foreign Guarantor;

     (B) a composition, compromise or assignment with any creditor of any French Borrower or Foreign Guarantor; or

     (C) the appointment of a liquidator, receiver, administrative receiver, administrator, examiner, compulsory manager or other similar officer in respect of any French Borrower or Foreign Guarantor or any of its assets;

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or any analogous procedure or step is taken with respect to any French Borrower or Foreign Guarantor or its assets in any applicable jurisdiction (provided, that the filing of any winding-up petition or any other corporate action, legal proceedings or other procedure or step which is frivolous or vexatious or is being contested in good faith and is discharged, stayed or dismissed within 21 days of commencement shall not constitute and Event of Default); or

     (iii) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a French Borrower or Foreign Guarantor having an aggregate value of $2,000,000 and is not discharged within 45 days;

          (j) the Parent or any Subsidiary (other than an Immaterial Subsidiary or an Inactive Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, administration or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect including any proceedings described in article L.611-1 et seq. of the French Code de Commerce, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent or any Subsidiary (other than an Immaterial Subsidiary or an Inactive Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

          (k) the Parent or any Subsidiary (other than an Immaterial Subsidiary or Inactive Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due, or the value of the assets of any French Borrower or Foreign Guarantor is less than its liabilities (taking into account contingent and prospective liabilities), or a moratorium is declared in respect of any indebtedness of any French Borrower or Foreign Guarantor (if a moratorium occurs, the ending of the moratorium will not cure any Event of Default caused by that moratorium);

          (l) one or more judgments for the payment of money in an aggregate amount in excess of $2,000,000 shall be rendered against the Parent, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Parent or any Subsidiary to enforce any such judgment;

          (m) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount exceeding $2,000,000;

          (n) an ERISA Multiemployer Plan Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Multiemployer Plan

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Events that have occurred, could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount exceeding $3,000,000; or

          (o) Change in Control shall occur;

then, and in every such event (other than an event with respect to a Borrower described in clause (i) or (j) of this Article VII), and at any time thereafter during the continuance of such event, the Administrative Agents may, and at the request of the Required Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any Borrower described in clause (i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

          Each of the Lenders and the Issuing Bank hereby irrevocably appoints each Administrative Agent as its agent and authorizes each Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to such Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

          Each bank serving as an Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent hereunder.

          The Administrative Agents shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any

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information relating to the Parent or any of its Subsidiaries that is communicated to or obtained by either bank serving as Administrative Agent or any of their respective Affiliates in any capacity. Neither Administrative Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. Each Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Administrative Agent by a Borrower or a Lender, and neither Administrative Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Administrative Agent.

          Each Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Administrative Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          Each Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Administrative Agent. Each Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, any Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with and, provided no Event of Default has occurred and is continuing, subject to the consent of (such consent not to be unreasonably withheld), the Parent, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office (a) in the case of a successor Domestic Administrative Agent, in New York, New York and (b) in the case of a successor French Administrative Agent, in London, or an Affiliate

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of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without reliance upon any Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

          Each Administrative Agent, the Lenders and the Issuing Bank appoint the French Administrative Agent to act as security trustee under and in connection with the Foreign Security Documents on the terms and conditions set out in Schedule 8.

          Each Lender hereby authorizes the Administrative Agents to execute the Intercreditor Agreement.

ARTICLE IX

MISCELLANEOUS

          SECTION 9.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

     (i) if to any Borrower, to the Parent at 3000 Executive Parkway, San Ramon, CA, 94583, Attention of Jack Pacheco, Chief Financial Officer (Telecopy No. (925) 543-0808), with a copy to General Counsel (Telecopy No. (925) 543-0808);

     (ii) if to the Domestic Administrative Agent, the Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, Loan Operations, 1111 Fannin, 10 S. Dearborn, Floor 7, Chicago, Illinois, Attention of Latanya Driver (Telecopy No. (312) 385-7096);

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     (iii) if to the French Administrative Agent, to J.P. Morgan Europe Limited, 125 London Wall, London, EC2Y 5AJ, United Kingdom, attention of Alastair A. Stevenson; and

     (iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Domestic Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the applicable Administrative Agent and the applicable Lender. Any Administrative Agent or the Parent may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

          (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 9.02 Waivers; Amendments. (a) No failure or delay by any Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agents, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agents with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan pursuant to Section 2.09 or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv)

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change Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which affect the protections to such additional extensions of credit of the type provided to the Revolving Commitments and the Term Loans on the Effective Date), or (v) change any of the provisions of this Section 9.02 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of such Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be.

          SECTION 9.03 Expenses; Indemnity; Damage Waiver. (a) The Parent shall pay (i) all reasonable out of pocket expenses incurred by each Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit.

          (b) The Borrowers shall, severally but not jointly, indemnify each Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,

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damages, liabilities or related expenses are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

          (c) To the extent that any Borrower fails to pay any amount required to be paid by it to any Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.

          (d) To the extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after written demand therefor.

          SECTION 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agents, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (which assignees shall not be a Loan Party, any member of the Sponsor Group or any of their respective Affiliates) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

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     (A) the Borrowers, provided that no consent of the Borrowers shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

     (B) the applicable Administrative Agent; and

     (C) the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan.

     (ii) Assignments shall be subject to the following additional conditions:

     (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $5,000,000, in the case of a Revolving Commitment, (y) $1,000,000, in the case of a Domestic Term Loan, or (z) 1,000,000 EUR, in the case of a French Term Loan, in each case unless each of the applicable Borrower and the applicable Administrative Agent otherwise consent, provided that no such consent of any Borrower shall be required if an Event of Default has occurred and is continuing;

     (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

     (C) the parties to each assignment shall execute and deliver to the applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

     (D) the assignee, if it shall not be a Lender, shall deliver to the applicable Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and

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     (E) the assignee shall be a Qualifying French Lender in the case of an assignment of any French Term Commitment or French Term Loans.

          For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

     “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 9.04.

     (iv) The Domestic Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agents, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

     (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the applicable Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be

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made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), the applicable Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

          (c) (i) Any Lender may, without the consent of any Borrower, any Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agents, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as though it were a Lender.

     (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant shall not be entitled to the benefits of Section 2.16 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.16(e) as though it were a Lender.

          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (e) Each Lender that sells a participation shall, acting solely for this purpose as an non-fiduciary agent of the Borrowers, maintain at one of its offices in the United States a

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register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

          SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by any Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

          SECTION 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to any Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agents and when the Domestic Administrative Agent (or its counsel) shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or via other electronic means satisfactory to the Administrative Agent shall be effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

          SECTION 9.08 Right of Setoff. If an Event of Default under clause (a), (b), (c), (i), (j) or (k) of Article VII shall have occurred and be continuing, or if any other Event of Default shall have occurred and be continuing and the Required Lenders shall so consent, each

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Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against any of and all the obligations of any Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

          SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

          (b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and, to the extent permitted by law, of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that, to the extent permitted by law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Borrower or its properties in the courts of any jurisdiction.

          (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

          SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

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REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

          SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

          SECTION 9.12 Confidentiality. (a) Each of the Administrative Agents, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (vii) with the consent of any Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 9.12 or (B) becomes available to any Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than a Borrower. For the purposes of this Section 9.12, “Information” means all information received from any Borrower relating to any Borrower or its business, other than any such information that is available to any Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

          (b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING ANY BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

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          (c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY ANY BORROWER OR ANY ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENTS THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

          SECTION 9.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

          SECTION 9.14 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

          SECTION 9.15 Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant Currency specified herein or, if not specified herein, specified in any other Loan Document executed by any Administrative Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another Currency, the parties hereto agree that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Domestic Administrative Agent could purchase such Currency of Payment with such other currency at the Exchange Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other Currency, such Lender or

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Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that, to the fullest extent permitted by law, (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall promptly pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

MIRION TECHNOLOGIES, INC.,
as the Parent
By
	Name:
	Title:

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MIRION TECHNOLOGIES (SYNODYS) SA,
as a French Borrower
By
	Name:
	Title:
MIRION TECHNOLOGIES (IST FRANCE) SAS,
as a French Borrower
By
	Name:
	Title:

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JPMORGAN CHASE BANK, individually, as Domestic Administrative Agent, as Swingline Lender, as Issuing Bank, as a Domestic Term Lender and as a Revolving Lender
By
	Name:
	Title:

93

J.P. MORGAN EUROPE LIMITED, individually, as French Administrative Agent and as a French Term Lender
By
	Name:
	Title:

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[OTHER BANKS], as a Revolving Lender
By
	Name:
	Title:

95

[OTHER BANKS], as a Domestic Term Lender
By
	Name:
	Title:

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[OTHER BANKS], as a French Term Lender
By
	Name:
	Title:

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EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated January 15, 2010 (except for Note 16, as to which the date is March 12, 2010) in Amendment No. 6 to the Registration Statement (Form S-1/A No. 333-161329) and related Prospectus of Mirion Technologies, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

San Francisco, California
March 29, 2010