Exhibit
10.1




AMENDED AND RESTATED CREDIT
AGREEMENT




DATED AS
OF MAY 27, 2009




AMONG




THERAGENICS
CORPORATION, C.P. MEDICAL CORPORATION, GALT MEDICAL CORP. and NEEDLETECH
PRODUCTS, INC., as Borrowers,




and




WACHOVIA
BANK, NATIONAL ASSOCIATION, as Bank








Article
      I
                  
                  11.
                  
                  DEFINITIONS
                  
                  11.1
                  Defined
      Terms
                  
                  11.2
                  Accounting
      Terms
                  
                  251.3
                  UCC
      Terms
                  
                  251.4
                  Construction of
      Terms
                  
                  251.5
                  Computation of
      Time Periods
                  
                  261.6
                  References to
      Borrower
                  
                  261.7
                  Computation of
      Applicable Margin and Financial Covenants
                  
                  26Article
      II
                  
                  262.
                  
                  THE
      LOANS
                  
                  262.1
                  Original Credit
      Agreement Advances
                  
                  262.2
                  General Terms:
      Revolver Loan
                  
                  262.3
                  General Terms:
      Term Loan
                  
                  262.4
                  Disbursement of
      the Loans
                  
                  262.5
                  The
      Notes
                  
                  272.6
                  Interest Rate:
      Revolver Loan
                  
                  272.7
                  Interest Rate:
      Term Loan
                  
                  272.8
                  Payments of
      Principal and Interest: Revolver Loan
                  
                  272.9
                  Payments of
      Principal and Interest: Term Loan
                  
                  282.10
                  Prepayment.
                  
                  282.11
                  Use of
      Proceeds: Revolver Loan
                  
                  282.12
                  Use of
      Proceeds: Term Loan
                  
                  282.13
                  Multiple
      Borrowers; Parent as Borrowers’ Agent
                  
                  282.14
                  All Loans
      Constitute One Obligation; Joint and Several
      Liability
                  
                  292.15
                  Unconditional
      Nature of Liability
                  
                  292.16
                  No Reduction in
      Liability for Obligations
                  
                  302.17
                  Subordination
                  
                  302.18
                  Request to
      Increase the Revolver Loan Commitment
                  
                  302.19
                  Termination of
      Revolver Loan Commitment
                  
                  312.20
                  Voluntary
      Reduction of Revolver Loan Amount
                  
                  31Article
      III
                  
                  
                  313.
                  
                  LETTERS OF
      CREDIT
                  
                  313.1
                  Issuance of
      Letters of Credit
                  
                  313.2
                  Reimbursement
      and Other Payments
                  
                  323.3
                  Additional
      Remedies
                  
                  323.4
                  No Liability of
      Bank
                  
                  333.5
                  Indemnification
                  
                  33Article
      IV
                  
                  
                  334.
                  
                  PAYMENTS,
      ADDITIONAL COSTS, ETC.
                  
                  334.1
                  Payment to
      Bank
                  
                  334.2
                  Late
      Payments
                  
                  344.3
                  Default
      Rate
                  
                  344.4
                  No Setoff or
      Deduction
                  
                  344.5
                  Payment on
      Non-Business Day; Payment Computations
                  
                  344.6
                  Indemnification
                  
                  344.7
                  Method for
      Calculating Interest
                  
                  354.8
                  No Requirement
      to Actually Obtain Funds
                  
                  35


i





4.9
                  Usury
      Limitation
                  
                  35Article
      V
                  
                  355.
                  
                  CONDITIONS
      PRECEDENT
                  
                  355.1
                  Documents
      Required for the Closing
                  
                  355.2
                  Certain Events
      Required for Closing and for all Advances
                  
                  365.3
                  Certain Events
      Required for Advances After Trigger Event
                  
                  375.4
                  Election to
      Make Advances Prior to Satisfaction of Conditions
      Precedent
                  
                  37Article
      VI
                  
                  376.
                  
                  REPRESENTATIONS
      AND WARRANTIES
                  
                  376.1
                  Borrowers’
      Existence
                  
                  376.2
                  Borrowers’
      Authority
                  
                  376.3
                  Borrowers’
      Names
                  
                  376.4
                  Consents or
      Approvals
                  
                  376.5
                  Violations or
      Actions Pending
                  
                  386.6
                  Borrowers’
      Affiliates
                  
                  386.7
                  Existing
      Indebtedness
                  
                  386.8
                  Material
      Contracts
                  
                  386.9
                  Tax
      Returns
                  
                  386.10
                  Financial
      Statements
                  
                  386.11
                  Good and
      Marketable Title
                  
                  386.12
                  Borrowers’ Real
      Property Locations
                  
                  386.13
                  Solvency
                  
                  386.14
                  ERISA
                  
                  396.15
                  Priority of
      Liens
                  
                  396.16
                  Patents,
      Copyrights, Etc
                  
                  396.17
                  Drug
      Laws
                  
                  396.18
                  Environmental
      Matters
                  
                  396.19
                  Condemnation
                  
                  406.20
                  Full
      Disclosure
                  
                  406.21
                  Regulated
      Industries
                  
                  406.22
                  Insurance
                  
                  406.23
                  Tax Shelter
      Regulations
                  
                  406.24
                  Excluded
      Collateral
                  
                  406.25
                  Margin
      Stock
                  
                  406.26
                  Continuing
      Effectiveness
                  
                  40Article
      VII
                  
                  417.
                  
                  THE BORROWERS’
      COVENANTS
                  
                  417.1
                  Affirmative
      Covenants
                  
                  417.2
                  Negative
      Covenants
                  
                  457.3
                  Financial
      Covenants
                  
                  47Article
      VIII
                  
                  478.
                  
                  COLLATERAL
      SECURITY
                  
                  478.1
                  Grant of Lien
      and Security Interest
                  
                  478.2
                  Perfection and
      Maintenance of Lien
                  
                  488.3
                  Mortgage and
      Other Real Estate Documentation
                  
                  488.4
                  Appointment of
      Bank as Attorney-in-Fact
                  
                  508.5
                  Access to
      Properties
                  
                  508.6
                  Borrowers’
      General Covenants and Agreements Pertaining to the
      Collateral
                  
                  50Article
      IX
                  
                  519.
                  
                  DEFAULT
                  
                  51


ii





9.1
                Events of
      Default
                
                519.2
                No Advances
      After Default
                
                529.3
                Acceleration
                
                529.4
                General
      Remedies
                
                539.5
                Bank’s
      Additional Rights and Remedies
                
                539.6
                Right of
      Set-Off
                
                559.7
                No Limitation
      on Rights and Remedies
                
                569.8
                Application of
      Proceeds
                
                569.9
                Attorney-in-Fact
                
                569.10
                Default
      Costs
                
                579.11
                Hedging
      Contracts and Hedging Obligations Are
    Independent
                
                57Article
      X
                
                5710.
                
                MISCELLANEOUS
                
                5710.1
                Termination of
      Bank’s Lien
                
                5710.2
                Construction
                
                5810.3
                Indemnity
                
                5810.4
                Bank’s
      Consent
                
                5810.5
                Enforcement and
      Waiver by Bank
                
                5810.6
                No
      Representation, Assumption, or Duty
                
                5810.7
                Expenses of
      Bank
                
                5910.8
                Attorneys’
      Fees
                
                5910.9
                Exclusiveness
                
                5910.10
                Waiver and
      Release by Borrower
                
                5910.11
                Limitation on
      Waiver of Notice, Etc
                
                5910.12
                Additional
      Costs
                
                6010.13
                Illegality and
      Impossibility
                
                6010.14
                Participation
                
                6010.15
                Binding Effect,
      Assignment
                
                6110.16
                Entire
      Agreement, Amendments
                
                6110.17
                Severability
                
                6110.18
                Headings
                
                6110.19
                Counterparts
                
                6110.20
                Seal
                
                6110.21
                Confidentiality
                
                61Article
      XI
                
                6111.
                
                SUBMISSION TO
      JURISDICTION, GOVERNING LAW AND NOTICES
                
                6111.1
                Notices
                
                6111.2
                Governing
      Law
                
                6211.3
                SUBMISSION TO JURISDICTION; WAIVER
      OF JURY TRIAL, ETC
                
                62


iii





EXHIBITS
      AND SCHEDULESEXHIBITSEXHIBIT
      A
                  
                  FORM
      OF COMPLIANCE CERTIFICATEEXHIBIT
      B
                  
                  FORM
      OF CREDIT AGREEMENT JOINDER AGREEMENTEXHIBIT
      C
                  
                  FORM
      OF REVOLVER LOAN NOTE JOINDER AGREEMENTEXHIBIT
      D
                  
                  FORM
      OF TERM LOAN NOTE JOINDER AGREEMENTEXHIBIT
      E
                  
                  TERM
      LOAN AMORTIZATION SCHEDULESCHEDULESSCHEDULE
      1.1
                  
                  SPECIAL
      NEEDLETECH AMOUNTSCHEDULE
      6.1
                  
                  BORROWERS’
      EXISTENCESCHEDULE
      6.3
                  
                  LIST
      OF NAMES USED BY BORROWERS AND PERSONS ACQUIRED IN LAST SIX
      YEARSSCHEDULE
      6.5
                  
                  ACTIONS
      PENDINGSCHEDULE
      6.9
                  
                  TAX
      MATTERSSCHEDULE
      6.11
                  
                  PERMITTED
      LIENSSCHEDULE
      6.12
                  
                  LISTING
      OF REAL PROPERTY OWNED OR LEASED BY BORROWERSSCHEDULE
      6.16
                  
                  LISTING
      OF PATENTS, COPYRIGHTS, ETC.SCHEDULE
      6.18
                  
                  ENVIRONMENTAL
      MATTERSSCHEDULE
      6.22
                  
                  INSURANCE
      POLICIES IN EFFECTSCHEDULE
      6.24
                  
                  MATERIAL
      CONTRACTS CONSTITUTING PART OF THE EXCLUDED COLLATERALSCHEDULE
      7.1(O)
                  
                  APPROVED
      BANK ACCOUNTSSCHEDULE
      7.2(L)
                  
                  LISTING
      OF AGREEMENTS CURRENTLY IN EFFECT WITH AFFILIATES AND PERMITTED
      POST-CLOSING


iv




AMENDED AND RESTATED CREDIT
AGREEMENT




THIS AMENDED AND RESTATED CREDIT
AGREEMENT(this “Agreement”), dated as of May 27, 2009, is made by and
among THERAGENICS
CORPORATION, a Delaware corporation, C.P. MEDICAL CORPORATION, a
Delaware corporation, GALT
MEDICAL CORP., a Texas corporation, and NEEDLETECH PRODUCTS, INC., a
Massachusetts corporation, jointly and severally (each, a “Borrower” and
collectively, the “Borrowers”), and WACHOVIA BANK, NATIONAL ASSOCIATION,successor by merger to SOUTHTRUST BANK (the “Bank”). As used herein,
capitalized words and phrases shall have the meanings ascribed thereto in
Article I of this Agreement.




W I T N E S S E T
H:




WHEREAS, each of the Borrowers
and the Bank are parties to that certain Credit Agreement dated as of October
29, 2003 (as amended, the “Original Credit Agreement”);




WHEREAS, the Bank and the
Borrowers wish to amend and restate the Original Credit Agreement in order to
reduce the $40,000,000 revolving line of credit under the Original Credit
Agreement to a $30,000,000 revolving line of credit under this Agreement
(subject to any increases thereof in accordance with the terms of this
Agreement) and to convert a $10,000,000 portion of the outstanding principal
balance of such revolving line of credit under the Original Credit Agreement
into a $10,000,000 term loan outstanding under this Agreement and to make
certain other amendments to the terms of the Original Credit Agreement;
and




NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Bank and each Borrower hereby agree that this Agreement amends, restates and
supersedes in its entirety the Original Credit Agreement as
follows:




ARTICLE I




1.        
DEFINITIONS




1.1       Defined Terms. As
used herein, the following terms shall have the meanings set forth below (such
meanings to be equally applicable to the singular and plural forms
thereof):




“Accumulated Funding
Deficiency” has the meaning set forth in Section 302 of
ERISA.




“Acquisition” means
any acquisition (whether in a single transaction or series of related
transactions) of (i) any going business, or all or substantially all of the
assets of any Person, whether through purchase, merger or otherwise; or (ii)
Equity Interests of any Person of five percent (5%) or more of the Equity
Interests or Voting Power of such Person.




“Advance” means each
loan of money or credit made or extended to or for the benefit of any Borrower
by Bank pursuant to this Agreement.




“Advancement Termination
Date” means the earlier of (i) the Revolver Loan Maturity Date, or (ii)
the date of the occurrence of an Event of Default under Section 9.1(J), or (iii)
the date the Bank exercises its rights and remedies under Section
9.5(A).




“Affiliate” means, as
to any Person, each other Person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or under common control with,
such Person (and a Person shall be deemed to have control if such Person,
directly or indirectly, has rights to exercise Voting Power to elect a majority
of the members of the Governing Body of an applicable Person).







“Agreement” means this
Credit Agreement, as amended or supplemented from time to time.




“ALTA” means the
American Land Title Association.




“Annualized Rolling
Period” means the period from the date one year prior to the applicable
date through the applicable date.




“Applicable Margin”
means (i) with respect to Revolver Loans, 2.25% per annum and (ii) with respect
to the Term Loan, 1.75% per annum.




“Asset Disposition”
means any sale, assignment, lease, transfer or other disposition of any assets,
business units or other properties (including any interests in property or
securities).




“Assigned Agreements”
means all leases, contracts, agreements, Documents, Instruments and Chattel
Paper included in the Collateral.




“Assigned Leases”
means all leases existing or made as of the date on which a Trigger Event occurs
or thereafter made, whether written or verbal, or any letting of, or agreement
for the use or occupancy of, any part of the Mortgaged Property, and each
modification, extension, renewal and guarantee thereof, including the
Rents.




“Assignment of Rents”
means any and all Assignments of Rents and Leases at any time executed and
delivered by each Borrower in favor of Bank, and includes any and all
extensions, revisions, modifications or amendments at any time made
thereto.




“Attorneys’ Fees”
means attorneys’ fees actually incurred at ordinary and customary
rates.




“Available Amount” of
any Letter of Credit means, at any time, the maximum amount available to be
drawn under such Letter of Credit at such time.




“Bank” means Wachovia
Bank, National Association,successor by merger to
SouthTrust Bank, an Alabama banking corporation.




“Bank’s Lien” means
the Lien granted to Bank by each Borrower pursuant to this Agreement and the
other Security Documents.




“Bankruptcy Law” means
Title 11, U.S. Code, or any similar Laws of any Jurisdiction for the relief of
debtors, and “Bankruptcy” means the
commencement of any case or other action for relief under Bankruptcy
Law.




“Borrower” means (i)
each of the following, jointly and severally: THERAGENICS CORPORATION, a
Delaware corporation, C.P. MEDICAL CORPORATION, a Delaware corporation, GALT
MEDICAL CORP., a Texas corporation, and NEEDLETECH PRODUCTS, INC., a
Massachusetts corporation and (ii) each additional Person that hereafter becomes
a Borrower under this Agreement pursuant to the execution and delivery of the
Joinder Agreements and compliance with the terms and conditions
thereof.


2




“Borrower’s Closing
Certificate” means a certificate in form and substance acceptable to Bank
and signed by a duly authorized representative of a Borrower.




“Borrower’s Interest”
means all right, title and interest of a Borrower of whatever kind, nature or
description.




“Business Day” means
any day of the year, other than Saturday or Sunday, on which dealings in United
States Dollars are carried on in the London interbank market and banks open for
business in Atlanta, Georgia are not required or authorized to
close.




“Capital Expenditures”
means, without duplication, the sum of (i) all expenditures made by a
Person, directly or indirectly, for equipment, fixed assets, real property or
improvements, or for replacements or substitutions therefor or additions
thereto, that should be, in accordance with Generally Accepted Accounting
Principles, reflected as additions to property, plant or equipment on a balance
sheet of such Person or which have a useful life of more than one year plus
(ii) the aggregate principal amount of all Indebtedness (including
Capitalized Leases) assumed or incurred in connection with any such
expenditures.




“Capitalized Lease”
means a lease that is required to be capitalized for financial reporting
purposes in accordance with Generally Accepted Accounting
Principles.




“Cash Collateral
Account” means the special cash collateral account established pursuant
to Section 3.3 of this Agreement.




“Cash Equivalents”
means (i) securities issued or unconditionally guaranteed by the United States
of America or any agency or instrumentality thereof, backed by the full faith
and credit of the United States of America and maturing within 90 days from the
date of acquisition, or capable of being readily traded, (ii) commercial paper
issued by any Person organized under the Laws of the United States of America,
maturing within 90 days from the date of acquisition and, at the time of
acquisition, having a rating of at least “A-1” or the equivalent thereof by
Standard & Poor’s Ratings Services (“S&P”) or at least “P-1” or the
equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”), (iii) time
deposits (which shall not include demand deposit accounts) and certificates of
deposit maturing within 90 days from the date of issuance and issued by a bank
or trust company organized under the Laws of the United States of America or any
state thereof that has combined capital and surplus of at least $500,000,000 and
that has (or is a subsidiary of a bank holding company that has) a long-term
unsecured debt rating of at least “A” or the equivalent thereof by S&P
Ratings Services or at least “A2” or the equivalent thereof by Moody’s, (iv)
repurchase obligations with a term not exceeding seven (7) days with respect to
underlying securities of the types described in clause (i) above entered into
with any bank or trust company meeting the qualifications specified in clause
(iii) above, (v) money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (i) through (iv)
above, and (vi) annuity investments with a maturity date of no more than three
(3) years, in an investment fund the substantial majority of whose assets
consist of bonds issued by corporations having an unsecured debt rating of “BBB”
or better from either S&P or Moody’s, or other cash equivalents described in
clauses (i) through (v) above.




“Cash Management
Agreement” means any and all cash management or similar agreements
entered into or in effect between any Borrower and Bank during the term of this
Agreement.




“Casualty or Condemnation
Event” means, with respect to any property of any Borrower, any loss of,
damage to or condemnation or other taking of, such property for which such
Borrower is entitled to receive, or receives, insurance proceeds, condemnation
proceeds or other similar proceeds or awards.


3




“Change in Control”
means an event or series of events by which (i) Parent fails to own, directly or
indirectly, 100% of all of the issued and outstanding stock and other equity of
each of Borrower (other than Parent), (ii) any Person or group of Persons acting
in concert as a partnership or other group shall, as a result of a tender or
exchange offer, open market purchases, privately negotiated purchases or
otherwise, have become, after the date hereof, the “beneficial owner” (within
the meaning of such term under Rule 13d-3 under the Exchange Act) of Equity
Interests of Parent representing Voting Power having the right to elect at least
35% of the members of the Governing Body of Parent; or (iii) the Governing Body
of Parent shall cease to consist of a majority of the individuals who
constituted the Governing Body of Parent as of the date of this Agreement or who
shall have become a member thereof subsequent to the date of this Agreement
after having been nominated, or otherwise approved in writing, by at least a
majority of individuals who constituted the Governing Body of the Parent as of
the date of this Agreement (or their replacements approved as herein
required).




“Closing” means the
time and place of actual execution and delivery of this Agreement, the Notes,
and except as waived by Bank, the other documents, instruments, and things
required by Section 5.1 hereof.




“Collateral” means,
subject to the limitations in Section 8.1(C), all of the assets of each
Borrower of every kind, nature and description, wherever located, whether now
owned or hereafter acquired, including the following:




(A)        
  The Mortgaged Property;




(B)       
   The Assigned Leases and the Rents;




(C)        
  All amounts that may be owing from time to time by Bank to each
Borrower in any capacity, including, without limitation, any balance or share
belonging to each Borrower, of any Deposit Accounts or other account with
Bank;




(D)          
All of each Borrower’s assets which are or may be subject to Article 9 of the
Uniform Commercial Code, together with all replacements therefor, additions and
accessions thereto, and proceeds (including, but without limitation, insurance
proceeds) and products thereof, including, without limitation, the
following:


(1)    
      Accounts (including, without limitation, notes, drafts, acceptances,
      letters of credit, and other rights to payment);(2)               
      The Cash Collateral Account, including all monies or securities held in
      the Cash Collateral Account from time to time;(3)    
      Chattel Paper;(4)    
      Commercial Tort Claims;(5)    
      Deposit Accounts;(6)    
      Documents;(7)    
      Equipment;(8)    
      General
Intangibles;


4




(9)Goods;(10)         
          Instruments;(11)           
        Inventory;(12)         
          Investment Property;(13)         
          Letter-of-Credit Rights;(14)          
         Payment Intangibles;(15)           
        Software;(16)         
          Supporting Obligations;(17)            
       Rights as seller of Goods and rights to returned or repossessed
      Goods;(18)          
        All existing and future leases and use agreements of personal
      property entered into by each Borrower as lessor with other Persons as
      lessees, including without limitation the right to receive and collect all
      rentals and other monies, including security deposits, at any time payable
      under such leases and agreements;(19)             Any
      existing and future leases and use agreements of personal property entered
      into by each Borrower as lessee with other Persons as lessors, including
      without limitation the leasehold interest of such Borrower in such
      property, and all options to purchase such property or to extend any such
      lease or agreement;(20)        
           All fixtures of each Borrower (including, but not
      limited to, all fixtures now or hereafter located on the Mortgaged
      Property);(21)          
        All moneys of each Borrower and all bank accounts, deposit
      accounts, lock boxes and other accounts in which such moneys may at any
      time be on deposit or held and all investments or securities in which such
      moneys may at any time be invested and all certificates, instruments and
      documents from time to time representing or evidencing any of the
      same;(22)             
      All claims of each Borrower in any pending litigation and/or claims for
      any insurance proceeds;(23)             
      All Records pertaining to any of the
Collateral;




(E)Any and all other
assets of each Borrower of any kind, nature, or description and which are
intended to serve as collateral for the Loan under any one or more of the
Security Documents; and




(F)All interest,
dividends, Proceeds, products, rents, royalties, issues and profits of any of
the property described above and all notes, certificates of deposit, checks and
other instruments from time to time delivered to or otherwise possessed by Bank
for or on behalf of each Borrower in substitution for or in addition to any of
said property.


5




“Commitment Fee” means
the fully earned and non-refundable fee payable by Borrowers to Bank at Closing
in accordance with the terms of the Fee Letter.




“Compliance
Certificate” means a fully completed and duly executed certificate
delivered by Parent to Bank and in the form attached hereto as Exhibit
“A”.




“Consolidated Fixed
Charges” means for the Parent and its consolidated Subsidiaries the sum
of (i) interest expense, whether paid or accrued, including the interest
component of any payments with respect to Capitalized Lease Obligations, plus
(ii) rent and lease expense, plus (iii) income taxes, plus (iv) current
maturities of long-term Indebtedness (excluding Hedging Obligations); provided
however, with respect to the Loan Advances included in the definition of
Indebtedness, current maturities of long-term Indebtedness shall mean only
regularly scheduled amortization payments over the prospective 12-month period
(if any) and not (a) the outstanding principal balance of the Loan Advances
under the Revolver Loan which are due on the Maturity Date or (b) the unpaid
principal balance of the Term Loan after subtraction of the scheduled
amortization payments over the prospective 12-month period. Items (i) through
(iv) are based on the actual amounts recorded in the Company’s consolidated
financial statements for the applicable periods.




“Credit Agreement Joinder
Agreement” means the Credit Agreement Joinder Agreement; substantially in
the form attached hereto as Exhibit B.




“Daily Adjusted LIBOR
Rate” means, for each day, an interest rate equal to the sum of (i) the
applicable Daily LIBOR Rate, plus (ii) the Applicable Margin.




“Daily LIBOR Rate”
means, for any day, a per annum rate of interest equal to LIBOR as determined by
Bank from Reuters for the 30-Day LIBOR Rate on such day. The Daily LIBOR Rate
shall change effective on each date on which the 30-Day LIBOR Rate
changes.




“Daily LIBOR Rate
Notice” means a written notice given to Bank by a Parent’s Representative
providing for the Borrowers’ election for all or any portion (but if a portion,
in increments of not less than $1,000,000.00) of the outstanding principal
balance of the Revolver Loan to bear interest at the applicable Daily Adjusted
LIBOR Rate thereafter, such notice to be given at least two (2) Business Days
prior to and specifying the date of the commencement thereof; provided, however,
that, except as may be waived by Bank in Bank’s discretion, (i) in no event may
the Daily LIBOR Rate apply until the expiration of any current LIBOR Rate
Interest Period, (ii) if any such Daily LIBOR Rate Notice would cause there to
be more than four (4) Interest Ratesin effect with respect
to the Revolver Loan on the day of the commencement of the Daily LIBOR Rate,
then such Daily LIBOR Rate Notice shall not be effective with respect to such
Revolver Loan Advances, and (iii) if any such Daily LIBOR Rate Notice is not
timely received or is otherwise not properly made, such Daily LIBOR Rate Notice,
at Bank’s election, shall not be effective.




“Debt Issuance” means
the issuance or sale by any Borrower of any debt securities, whether in a public
offering of such securities or otherwise.




“Default” means the
occurrence of an event described in Section 9.1 hereof regardless of whether
there shall have occurred any passage of time or giving of notice that would be
necessary in order to constitute such event as an Event of Default.




“Default Costs” means
all Indemnified Losses incurred by Bank by reason of a Default.


6




“Default Rate” means a
variable per annum rate of interest equal to the lesser of (1) two percent (2%)
in excess of the Interest Rate then in effect, or (2) the maximum rate allowed
by applicable Laws.




“Deposit Accounts”
means all bank accounts and other deposit accounts and lock boxes included in
the Collateral or established for the benefit of Bank pursuant to the terms of
any of the Loan Documents.




“Drug Laws” means all
Laws of any Jurisdiction relating to the manufacture, production, distribution,
or development of drugs and drug products, including without limitation, the
Federal Food, Drug and Cosmetic Act.




“EBITDA” shall mean
for the Parent and its consolidated Subsidiaries for any period, on a
consolidated basis for the Parent and its consolidated subsidiaries, the sum of
the amounts for such period, without duplication, of (i) net earnings, plus (ii)
interest expense, plus (iii) income taxes, plus (iv) depreciation and
amortization. For non-cash items listed above in this definition, such items
shall be based on the actual amounts reflected as an adjustment to reconcile net
earnings to net cash provided by operating activities on the consolidated
statements of cash flows for the applicable period. For all other items, such
items shall be based on the actual amounts reflected in the other consolidated
financial statements, solely to the extent deducted in the calculation of net
earnings.




“Eligible Assignee”
means (i) an Affiliate of Bank, (ii) any Person that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit, so long as such Person or its assets are administered or
managed by Bank or an Affiliate of Bank, (iii) any Person that is an assignee as
a successor to the commercial lending business operated by Bank, or (iv) any
other Person approved by Bank and Parent, such approval not to be unreasonably
withheld or delayed.




“Eligible Participant”
means (i) an Affiliate of Bank; (ii) a commercial bank organized under the laws
of the United States, or any State thereof, and having combined capital and
surplus of at least $250,000,000.00; (iii) a savings and loan association or
savings bank organized under the laws of the United States, or any State
thereof, and having combined capital and surplus of at least $250,000,000.00;
(iv) a finance company, insurance company or other financial institution or fund
(whether a corporation, partnership, trust or other entity) organized under the
laws of the United States, or any State thereof, that is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business and having combined capital and surplus of at least
$250,000,000.00; and (v) any other Person approved by Bank and Parent, such
approval not to be unreasonably withheld or delayed.




“Environmental Laws”
means all Laws of any Jurisdiction relating to the governance or protection of
the environment, including without limitation, the Comprehensive Environmental
Response Compensation and Liability Act of 1980 (“CERCLA”), as amended (42
U.S.C. Sections 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801,
et seq.), the
Resource Conservation and Recovery Act (“RCRA”), as amended (42 U.S.C. Sections
6901, et seq.),
the Clean Water Act, as amended (42 U.S.C. Sections 7401, et seq.), the Toxic
Substances Control Act, as amended (15 U.S.C. Sections 2601, et
seq.).




“Equity Agreements”
means any and all agreements of whatever kind by, between or among any Borrower
and the Equity Owners of such Borrower and relating to the Equity
Interests.




“Equity Interests”
means any and all ownership or other equitable interests in the applicable
Person, including any interest represented by any capital stock, membership
interest, partnership interest, or similar interest, but specifically excluding
any interest of any Person solely as a creditor of the applicable
Person.


7




“Equity Issuance”
means (i) the issuance, sale or other disposition by Parent of its Equity
Interests, any rights, warrants or options to purchase or acquire any Equity
Interests, or any other security or instrument representing, convertible into or
exchangeable for any Equity Interest in Parent, and (ii) the receipt by Parent
of any capital contribution (whether or not evidenced by any security or
instrument); provided, however, that the
term “Equity Issuance” shall not include (x) any rights, warrants or options
issued to directors, officers or employees of any Borrower pursuant to bona fide
employee benefit plans established in the Ordinary Course of Business and any
capital stock issued upon the exercise thereof, or (y) any Equity Interest
issued or sold in connection with any Permitted Acquisition and constituting all
or a portion of the applicable purchase price.




“Equity Owner” means
any Person owning an Equity Interest.




“Equity Owners’
Equity” means, at any time, the sum of the following accounts set forth
in a consolidated balance sheet of Parent, adjusted to U.S. Dollars by means of
applicable foreign currency exchange rates and prepared in accordance with
Generally Accepted Accounting Principles consistently applied:




(A)The par or stated value
of all outstanding Equity Interests;




(B) Capital
surplus; and




(C) Retained
earnings.




“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended and in effect from
time to time, and the regulations and published interpretations
thereof.




“ERISA Affiliate”
means any Person that would be treated as a single employer with any Borrower or
any of its subsidiaries pursuant to Section 414(b) or 414(c) of the Internal
Revenue Code.




“ERISA Event” means
any of the following with respect to a Plan that is maintained or contributed to
by any Borrower or an ERISA Affiliate: (i) the occurrence of a Reportable Event,
(ii) the occurrence of a complete or partial withdrawal (within the meaning of
Section 4201(a) of ERISA) by any Borrower or any ERISA Affiliate from a Plan
that results in liability under ERISA, or the receipt by any Borrower or any
ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization
or insolvency pursuant to ERISA or that it intends to terminate or has
terminated under ERISA, (iii) the distribution by any Borrower or any ERISA
Affiliate under ERISA of a notice of intent to terminate any Plan pursuant to
Section 4041(a) of ERISA or the taking of any action to terminate any Plan
governed by Title IV of ERISA, (iv) the commencement of proceedings by the PBGC
under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan, or the receipt by any Borrower or any ERISA Affiliate of a
notice from any Multiemployer Plan that such action has been taken by the PBGC
with respect to such Multiemployer Plan, (v) the institution of a proceeding by
any fiduciary of any Multiemployer Plan against any Borrower or any ERISA
Affiliate to enforce Section 515 of ERISA, which is not dismissed within thirty
(30) days, (vi) the imposition upon any Borrower or any ERISA Affiliate of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under ERISA, or the imposition or threatened imposition of any Lien
upon any assets of any Borrower or any ERISA Affiliate as a result of any
alleged failure to comply with the Internal Revenue Code or ERISA in respect of
any Plan, (vii) the engaging in or otherwise becoming liable for a Prohibited
Transaction by any Borrower or any ERISA Affiliate, (viii) a violation of the
applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit
rule under Section 401(a) of the Internal Revenue Code by any fiduciary of any
Plan for which any Borrower or any of its ERISA Affiliates is directly or
indirectly liable, (ix) the adoption of an amendment to any Plan that, pursuant
to the Internal Revenue Code, results in the loss of the tax-exempt status of
the trust of which such Plan is a part, or (x) any Borrower or an ERISA
Affiliate fails to timely provide security to such Plan in accordance with
Section 401(a)(29) of the Internal Revenue Code.


8




“Event of Default”
means the occurrence of an event described in Section 9.1 hereof provided that
there shall have occurred any passage of time or giving of notice that would be
necessary in order to constitute such event as an Event of Default under Section
9.1.




“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any
successor statute, and all rules and regulations from time to time promulgated
thereunder.




“Existing
Indebtedness” means Indebtedness of each Borrower as reflected on the
Most Recent Financial Statements, and which Indebtedness is not being paid or
defeased with the proceeds of the Loan at Closing.




“Existing Investments”
means Investments of each Borrower as reflected on the Most Recent Financial
Statements.




“Extraordinary
Receipt” means any cash received by or paid to or for the account of any
Borrower not in the Ordinary Course of Business, including, without limitation,
proceeds from dispositions of assets outside the Ordinary Course of Business,
pension plan reversions, proceeds of insurance (other than proceeds of business
interruption insurance to the extent such proceeds constitute compensation for
lost earnings), condemnation awards (and payments in lieu thereof) and indemnity
payments.




“Fee Letter” means
that certain letter agreement dated the Closing Date issued by Borrowers in
favor of Bank and identified as the “Fee Letter”.




“Fees” means the
Unused Fee, the Commitment Fee and the Letter of Credit Facility
Fee.




“Financial Covenant
Default” means a Default arising out of any Borrower’s failure to comply
with any covenant provided under Section 7.3 of this Agreement.




“Financial Statements”
means the Most Recent Financial Statements and the income statements, balance
sheets and other financial statements required to be delivered by Borrowers in
accordance with this Agreement.




“Financing Statements”
means the UCC-1 financing statements (including any amendments and
continuations) and UCC-3 financing statements required hereunder or under any
other Security Document.




“Fiscal Year” means a
twelve-month period of time commencing on the first day of January.




“Fiscal Year-End”
means the end of each Fiscal Year.


9




“Fixed Charge Coverage
Ratio” means for the Parent and its consolidated Subsidiaries for each
fiscal quarter and the immediately preceding three (3) fiscal quarters, without
duplication, the sum of (i) EBITDA for such period, plus (ii) rent and lease
expense, solely to the extent deducted in the calculation of net earnings, plus
(iii) recognized share-based compensation expense, solely to the extent deducted
in the calculation of net earnings, plus (iv) one-time non-cash charges, solely
to the extent deducted in the calculation of net earnings, including, without
limitation, those related to Permitted Acquisitions, plus (v) for covenant
calculations for periods ending prior to December 31, 2009, the non-cash
goodwill and tradename impairment charges totaling $70,376,492, recorded in the
fourth quarter of 2008, plus (vi) non-cash expenses for fair value adjustments
related to interest rate swaps, minus (vii) non-cash gains for fair value
adjustments related to interest rate swaps, minus (viii) Capital Expenditures
which are not expended as part of Permitted Acquisitions, plus (ix) Special
NeedleTech Capital Expenditures, minus (x) Restricted Payments, divided by
Consolidated Fixed Charges. For non-cash items listed above in this definition,
such items shall be based on the actual amounts reflected as an adjustment to
reconcile net earnings to net cash provided by operating activities on the
consolidated statements of cash flows for the applicable period. For all other
items listed above in this definition, such items shall be based on the actual
amounts reflected in the relevant consolidated financial statements delivered
for such period under the terms of this Agreement.




“Generally Accepted
Accounting Principles” means generally accepted principles of accounting
in effect from time to time in the United States applied in a manner consistent
with those used in preparing such financial statements as have heretofore been
furnished to Bank by the applicable Person.




“Governing Body” means
the board of directors of a Person (or any Person or group of Persons exercising
similar authority).




“Governmental
Approvals” means all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and reports to, any Governmental
Authority.




“Governmental
Authority” means any nation or government and any political subdivision
thereof, and any entity exercising executive, legislative, judicial, regulatory,
or administrative functions of or pertaining thereto, which has or asserts
jurisdiction over Bank, Borrower, or any property of any of them.




“Hazardous Materials”
and “Hazardous
Substances” means “hazardous materials” and “hazardous substances” as
defined under any applicable Environmental Law.




“Hedging Contract”
means: (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement; and (b) any and all transactions of any kind, and the
related confirmations, that are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement including any such obligations or
liabilities under any such master agreement (in each case, together with any
related schedules).




“Hedging Obligations”
means, in respect of any one or more Hedging Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such
Hedging Contracts, the amount owed by the Borrowers for each of the following:
(a) for any date on or after the date such Hedging Contracts have been closed
out and termination values determined in accordance therewith, such termination
values, and (b) for any date prior to the date referenced in clause (a), the
amounts determined as the mark to market values for such Hedging Contracts, as
determined based upon one or more mid market or other readily available
quotations provided by any recognized dealer in such Hedging Contracts (which
may include Bank or any Affiliate of Bank). The amount of any net obligations
under any Hedging Contract on any date shall be deemed to be the Hedging
Obligations thereof as of such date.


10




“Improvements” means
any improvements located on the Real Property (including, but not limited to the
“Improvements” as defined in the Mortgage).




“Income Tax Expense”
and “Income Tax
Benefit” means the income tax expense or benefit of Borrowers for the
applicable period (to the extent included in the computation of Net Income),
determined in accordance with Generally Accepted Accounting
Principles.




“Incurable Default”
means a Default set forth in paragraphs (D) through (L), inclusive, of Section
9.1 of this Agreement.




“Indebtedness”means all items of
indebtedness, obligation or liability, whether matured or unmatured, liquidated
or unliquidated, direct or contingent, joint or several, including, but without
limitation or duplication:




(A)          All
indebtedness guaranteed, directly or indirectly, in any manner, or endorsed
(other than for collection or deposit in the Ordinary Course of Business) or
discounted with recourse;




(B)           All
indebtedness in effect guaranteed, directly or indirectly, through agreements,
contingent or otherwise:


(1)               
      to purchase such indebtedness; or(2)               
      to purchase, sell or lease (as lessee or lessor) property, products,
      materials or supplies or to purchase or sell services, primarily for the
      purpose of enabling the debtor to make payment of such indebtedness or to
      assure the owner of the indebtedness against loss; or(3)     to
      supply funds to or in any other manner invest in the debtor;
      and




(C)           All
indebtedness secured by (or which the holder of such indebtedness has a right,
contingent or otherwise, to be secured by) any Lien upon property owned or
acquired subject thereto, whether or not the liabilities secured thereby have
been assumed.




“Indemnified Losses”
means all damages, dues, penalties, fines, costs, amounts paid in settlement,
taxes, losses, expenses, and fees, including court costs and Attorneys’ Fees and
expenses.




“Interest Rate” means
the actual interest rate at which all or any portion of the outstanding
principal amount of each Loan bears interest from time to time during the term
of this Agreement.




“Investment” means any
loan or advance to any Person, any purchase or other acquisition of any capital
stock or other ownership or profit interest, warrants, rights, options,
obligations or other securities of such Person, any capital contribution to such
Person or any other investment in such Person.




“Joinder Agreements”
means, collectively with respect to each Person first becoming a Borrower after
the Closing Date, (i) the Credit Agreement Joinder Agreement, (ii) the Revolver
Loan Note Joinder Agreement, and (iii) the Term Loan Note Joinder Agreement
hereafter executed and delivered by such Person.


11




“Jurisdiction” means
each and every nation or any political subdivision thereof.




“knowledge” means the
actual knowledge of a Person or the knowledge such Person could be reasonably
expected to obtain upon a reasonable investigation and due inquiry.




“Land” means the
“Land” as defined in the Mortgage.




“Laws” means each and
all laws, treaties, ordinances, statutes, rules, regulations, orders,
injunctions, writs or decrees of any Governmental Authority, or any court or
similar entity established by any thereof, whether now in effect or hereafter
enacted.




“Letter of Credit”
means any letter of credit issued pursuant to Section 3.1 of this
Agreement.




“Letter of Credit
Advances” means all amounts owing to Bank under any Letter of Credit
Agreement, including, without limitation, all drafts paid by Bank under any
Letter of Credit and with respect to which and to the extent that Bank has not
been reimbursed.




“Letter of Credit
Agreement” means this Agreement and any other agreement of any Borrower
with Bank and relating to any Borrower’s obligation to reimburse Bank with
respect to amounts paid under any Letter of Credit and/or the granting of a Lien
to Bank to secure any such obligation, together with any and all extensions,
revisions, modifications or amendments at any time made thereto.




“Letter of Credit
Commitment” means the commitment of Bank, subject to the terms of this
Agreement, to issue for the account of any Borrower Letters of Credit in a
maximum stated amount at any time outstanding for all Borrowers up to (i) the
lesser of Five Million and 00/100 Dollars ($5,000,000.00), or the Unused
Revolver Loan Commitment, minus (ii) the
aggregate Available Amount under any outstanding Letters of Credit.




“Letter of Credit Facility
Fee” means a per annum fee payable by the Borrowers to Bank with respect
to each Letter of Credit, such fee to be payable quarterly in advance upon the
issuance of such Letter of Credit and on the first day of each fiscal quarter
thereafter, so long as such Letter of Credit remains outstanding, and equal to
one percent (1.0%) of the Available Amount of such Letter of Credit (with the
fee for any partial Quarter being prorated for the actual number of days
remaining in such Quarter before the scheduled expiry of such Letter of Credit,
calculated on a 365/366-day basis, as applicable). Bank acknowledges receipt of
the Letter of Credit Facility Fee paid prior to the date hereof by Borrowers
with respect to the Quarter ending June 30, 2009.




“Liabilities” means
all Indebtedness that, in accordance with Generally Accepted Accounting
Principles, should be classified as liabilities on a balance sheet of a Person;
provided however, that in calculating the financial ratio of Senior Liabilities
to Tangible Net Worth as set forth in Section 7.3(A), there shall be excluded
from Liabilities any deferred tax liability to the extent the same appears on
the balance sheet of any Borrower and is attributable to deferred tax liability
arising out of any Permitted Acquisition.




“LIBOR” means for any
day, the rate for U.S. dollar deposits for the relevant 1-month, 2-month, or
3-month period (each, an “Interest Period”) as reported on the Reuters Screen
LIBOR01 page as of 11:00 a.m., London time, on the second London business day
before the relevant Interest Period begins (or if not so reported, then as
determined by Bank from another recognized source or interbank quotation). If
the “Daily LIBOR Rate” option is selected, then the rate will equal LIBOR for
the 1-month Interest Period as the same may change on a daily basis. Interest on
the outstanding principal amount shall be calculated using the actual number of
days elapsed on a 360-day calendar year. LIBOR shall be calculated as to the
quotient obtained (stated as an annual percentage rate rounded upward to the
next higher 100th of 1%) by dividing (A) LIBOR for the relevant Interest Period
on such day by (B) 1.00 minus any Reserve Requirement for such Interest Period
(expressed as a decimal).


12




“LIBOR Rate Borrowing”
means (i) each Revolver Loan Advance (whether bearing interest at the Daily
LIBOR Rate Notice, 30-Day LIBOR Rate, 60-Day LIBOR Rate or a 90-Day LIBOR Rate
and (ii) the Term Loan bearing interest at the 30-Day LIBOR Rate.




“LIBOR Rate Interest
Period” means any applicable 30-Day LIBOR Rate Interest Period, 60-Day
LIBOR Rate Interest Period, or 90-Day LIBOR Rate Interest Period.




“LIBOR Rate Notice”
means any applicable Daily LIBOR Rate Notice, 30-Day LIBOR Rate Notice, 60-Day
LIBOR Rate Notice or 90-Day LIBOR Rate Notice.




“Lien” means any
mortgage, pledge, encumbrance, charge, security interest, lien, assignment or
other preferential arrangement of any nature whatsoever that is tantamount to a
lien, including any conditional sale agreement or other title retention
agreement.




“Liquid Assets” means
property not the subject of any Lien (other than the Bank’s Liens) or other
restriction on transfer comprised of (i) securities traded on a nationally
recognized securities exchange market in the United States, (ii) any of the
following with at least an “A” or higher rating from S&P or Moody’s:
asset-backed securities, government notes, municipal bonds and auction rate
securities and (iii) Cash Equivalents.




“Loan” means each loan
and other extensions of credit, if any, being made by Bank to each Borrower
pursuant to this Agreement, including, but not limited to, the Revolver Loan,
the Term Loan, and the Letters of Credit.




“Loan Advances” means
all outstanding Advances of the Loans.




“Loan Documents” means
this Agreement, the Notes, the Security Documents, each Borrower’s Closing
Certificate and any and all other agreements, documents and instruments of any
kind executed or delivered at or after the Closing in connection with, or
evidencing, securing, guaranteeing or relating to, the Loan, whether heretofore,
simultaneously herewith or hereafter delivered, together with any and all
extensions, revisions, modifications or amendments at any time made to any of
the foregoing; provided, however, Loan Documents shall not include any Hedging
Contracts.




“Material Adverse
Change” means the occurrence of an event giving rise to a Material
Adverse Effect.




“Material Adverse
Effect” means a material adverse effect on (a) the business,
condition (financial or otherwise), operations, performance, or properties of
Borrowers, taken as a whole, (b) the ability of Borrowers, taken as a
whole, to perform their Obligations under any Loan Document to which it is or is
to be a party, or (c) the priority of any Lien of Bank relating to a material
part of the Collateral as provided under the terms of any Security
Document.




“Material Contract”
means any contract or agreement to which any Borrower is a party (other than any
employment contract entered into in the Ordinary Course of Business and Plans),
by which any of them or their respective properties is bound or to which any of
them is subject and that is required to be filed as an exhibit to any Borrower’s
registration statements or periodic reports (including on Forms 10-Q and 10-K)
submitted to the Securities and Exchange Commission under the Securities Act of
1933, as amended, and the rules and regulations from time to time promulgated
thereunder, or under the Exchange Act.


13




“Month-End” means the
last day of each calendar month during the term of this Agreement, or the date
utilized by the Borrower as its month end for accounting purposes.




“Mortgage” means any
and all Mortgage and Security Agreements, Deeds of Trust, Deeds to Secure Debt
or similar documents at any time executed and delivered by any Borrower in favor
of Bank, and includes any and all extensions, revisions, modifications or
amendments at any time made thereto.




“Mortgaged Property”
means the “Mortgaged Property” as defined in the Mortgage.




“Most Recent Financial
Statements” means the audited balance sheet and income statement of
Parent and its consolidated Subsidiaries dated as of December 31,
2008.




“Multiemployer Plan”
has the meaning set forth in Section 3(37) of ERISA.




“Net Cash Proceeds”
means, without duplication, (i) in the case of any Equity Issuance or Debt
Issuance, the aggregate cash payments received by any Borrower less reasonable
fees and expenses incurred by such Borrower in connection therewith, (ii) in the
case of any Casualty or Condemnation Event, the aggregate cash proceeds of
insurance, condemnation awards and other compensation received by any Borrower
in respect of such Casualty or Condemnation Event less (y) reasonable fees and
expenses incurred by any Borrower in connection therewith and (z) contractually
required repayments of Indebtedness to the extent secured by Liens on the
property subject to such Casualty or Condemnation Event and any income or
transfer taxes paid or payable by or for the account of such Borrower as a
result of such Casualty or Condemnation Event, and (iii) in the case of any
Asset Disposition, the aggregate cash payments received by any Borrower in
connection therewith, less (w) reasonable fees and expenses incurred by any
Borrower in connection therewith, (x) Indebtedness to the extent the amount
thereof is secured by a Lien on the property that is the subject of such Asset
Disposition and the transferee of (or holder of the Lien on) such Property
requires that such Indebtedness be repaid as a condition to such Asset
Disposition, (y) any income or transfer taxes paid or payable by or for the
account of such Borrower as a result of such Asset Disposition, and (z) a
reasonable reserve for potential indemnification liability.




“Net Income” means the
net income of the Borrowers as reflected in the consolidated financial
statements for the applicable period as determined in accordance with Generally
Accepted Accounting Principles, but excluding for purposes of determining any
financial ratios under this Agreement, all Extraordinary Receipts and any Income
Tax Expense on such Extraordinary Receipts and any Income Tax Benefit on account
of such Extraordinary Receipts.




“Non-Capitalized
Lease” means any lease other than a Capitalized Lease.




“Notes” means the
Revolver Loan Note and the Term Loan Note.




“Notice of Issuance”
means a notice from any Borrower to Bank to be made by telephone and confirmed
in writing, specifying therein the information as may be reasonably required by
Bank with respect to the issuance of any Letter of Credit under this
Agreement.


14




“Obligations” means
the Loans, interest thereon, fees owing in connection therewith, Hedging
Obligations owed by a Borrower to Bank or any affiliate of Bank, and all other
obligations (including obligations of performance) and liabilities of any
Borrower to Bank of every kind and description whatsoever, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
incurred, contracted or arising, or acquired by Bank from any source, joint or
several, liquidated or unliquidated, regardless of how they arise or by what
agreement or instrument they may be evidenced or whether they are evidenced by
any agreement or instrument, and whether incurred as maker, endorser, surety,
guarantor, general partner, drawer, tort-feasor, indemnitor, account party with
respect to a letter of credit or otherwise, and arising out of, incurred
pursuant to and/or in connection with any Loan Document, and any and all
extensions and renewals of any of the same, including but not limited to the
obligation:




(A)           To
pay the principal of and interest on the Notes in accordance with the respective
terms thereof and/or hereof, including any and all extensions, modifications,
restatements and renewals thereof and substitutions therefor;




(B)           To
pay, repay or reimburse Bank for all amounts owing hereunder and/or under any of
the other Loan Documents, including the Reimbursement Obligation and all
Indemnified Losses and Default Costs;




(C)           To
pay, repay or reimburse to Bank or any affiliate of Bank with respect to all
obligations under any Hedging Contracts; and




(D)           To
reimburse Bank, on demand, for all of Bank’s expenses and costs, including the
fees and expenses of its counsel, in connection with the preparation,
administration, amendment, modification, or enforcement of this Agreement and
the documents required hereunder, including, without limitation, any proceeding
brought or threatened to enforce payment of any of the obligations referred to
in the foregoing paragraphs (A), (B), and (C).




“Ordinary Course of
Business” means an action taken by a Person only if:




(A)          Such
action is consistent with the past practices of such Person and is taken in the
ordinary course of the normal day-to-day operations of such Person;




(B)           Such
action is not required to be authorized by the Governing Body of such Person;
and




(C)           Such
action is similar in nature and magnitude to actions customarily taken, without
any authorization by any Governing Body, in the ordinary course of the normal
day-to-day operations of other Persons that are in the same line of business as
such Person.




“Organizational
Documents” means (i) the certificate or articles of incorporation and the
bylaws of a corporation, (ii) the partnership agreement and any statement of
partnership of a general partnership, (iii) the limited partnership agreement
and the certificate of limited partnership of a limited partnership, (iv) the
articles of organization or formation and the operating agreement of a limited
liability company, (v) any charter or similar document adopted or filed in
connection with the creation, formation, or organization of a Person, and (vi)
any amendment to any of the foregoing.




“Parent” means
Theragenics Corporation, a Delaware corporation.




“Parent’s
Representatives” means the president, chief executive officer, chief
financial officer, and controller of Parent, and any other Person designated by
Parent as Parent’s Representatives under this Agreement.


15




“Participant” means
any bank, financial institution, Affiliate of Bank, or other entity which enters
into a participation agreement with Bank with respect to all or a portion of its
rights and obligations under this Agreement.




“Payment Default”
means a Default that can be cured with the payment of money.




“Payment Due Date”
means (i) with respect to the Term Loan, commencing on and after July 1, 2009,
each of the dates listed in the column titled “Payment Due Date” on Exhibit E
attached hereto and made a part hereof (subject to the effect of any
prepayments) and (ii) with respect to Revolver Loan Advances, the last day of
the 30-Day LIBOR Rate Interest Period, 60-Day LIBOR Rate Interest Period or
90-Day LIBOR Rate Interest Period, as applicable.




“Permitted
Acquisition” means Acquisitions after the date hereof if (i) the business
acquired is a Permitted Line of Business; (ii) consideration for such
Acquisition, plus the consideration paid for all Acquisitions (but excluding
therefrom any Acquisitions as a result of the Special NeedleTech Capital
Expenditures) by all Borrowers on a cumulative basis on and after the date
hereof, does not exceed the aggregate amount of $7,500,000 (which consideration
shall include, without limitation, securities issued by any Borrower, each
Borrower’s property (such securities and property to be valued at their fair
market value on the date of such Acquisition), cash, and the amount of all
Indebtedness assumed in the case of each asset purchase or acquired in the case
of each equity purchase); (iii) immediately after the Acquisition, the business
so acquired (and the assets constituting such business) shall be owned and
operated by a Borrower and if acquired via an equity purchase, such Person shall
contemporaneously execute and deliver the Joinder Agreements and comply with all
other conditions required therein; and (iv) Parent shall have delivered to Bank
a pro-forma compliance certificate demonstrating that, on a pro-forma basis,
after giving effect to the Acquisition, such Acquisition would not give rise to
a Default as of the consummation of the Acquisition, or a Financial Covenant
Default as of the four Quarter-Ends immediately following the Acquisition based
on such pro-forma projections. Any Acquisition consented to by Bank in writing
shall also constitute a “Permitted Acquisition” hereunder.




“Permitted
Indebtedness” means:




(A)          
The Loans;




(B)           The
Existing Indebtedness;




(C)           Indebtedness
otherwise expressly permitted under the terms of this Agreement or any other
Loan Document, if any;




(D)           Indebtedness
incurred in the Ordinary Course of Business and not incurred through the
borrowing of money, provided that such Indebtedness is either Unsecured
Indebtedness or Indebtedness secured by a Permitted Lien;




(E)            During
the year prior to the Revolver Loan Maturity Date in effect at the time such
letter of credit is issued or renewed, and thereafter, Indebtedness in the form
of reimbursement obligations owing from time to time to the issuer of any
letter(s) of credit obtained by each Borrower to replace one or more expiring
Letters of Credit issued hereunder;




(F)            Intercompany
Indebtedness from any Borrower to another Borrower;


16




(G) Indebtedness
existing or arising under any Hedging Contract provided that (i) such
Indebtedness was incurred by such Borrower in the Ordinary Course of Business
for the purpose of directly mitigating interest rate risks and not for purposes
of speculation or taking a “market view” and (ii) such Hedging Contract does not
contain any provision exonerating the non defaulting party from its obligation
to make payments on outstanding transactions to the defaulting
party;




(H)Purchase money
Indebtedness incurred in the Ordinary Course of Business and not exceeding, for
all Borrowers on a cumulative basis, $1,000,000 in any given Fiscal Year;
and




(I)  Indebtedness
not otherwise described in clauses (A) through (H) of this definition, not to
exceed $5,000,000 at any time outstanding.




“Permitted
Investments” means:




(A)Cash
Equivalents;




(B)Purchases and
acquisitions of inventory, supplies, materials and equipment in the Ordinary
Course of Business;




(C)Investments
consisting of loans and advances to employees for reasonable travel, relocation
and business expenses in the Ordinary Course of Business or prepaid expenses
incurred in the Ordinary Course of Business;




(D)Without
duplication, Investments consisting of Permitted Indebtedness;




(E)Existing
Investments;




(F)Other Investments
made in accordance with the applicable Borrower’s investment policy as in effect
on the date of this Agreement, or as it may be amended with the Bank’s prior
written consent, which will not be unreasonably withheld, delayed or
conditioned;




(G)Investments which
are Permitted Acquisitions;




(H)Investments (other
than Investments specified in clauses (A) through (G) above) in an aggregate
amount that shall not exceed the Threshold Amount for all such Investments
during each Fiscal Year;




(I)  Investments
arising under Hedging Contracts that otherwise qualify as Permitted
Indebtedness;




(J)  Investments by
any Borrower in or to another Borrower; and




(K)Any other
Investments that may be approved in writing by Bank from time to
time.




“Permitted Liens”
means:




(A)Bank’s
Lien;




(B)Those Liens
identified on the attached Schedule 6.11;




(C)The following
Liens, if the granting of such Lien or the attachment of such Lien to the
Collateral (i) does not otherwise constitute a Default under the terms of this
Agreement, and (ii) does not give rise to a Material Adverse
Change:


17




(1)     
      if the validity or amount thereof is being contested in good faith by
      appropriate and lawful proceedings, so long as levy and execution thereon
      have been stayed and continue to be stayed, and with respect to which
      adequate reserves or other appropriate provisions are being maintained to
      the extent required by Generally Accepted Accounting
      Principles:




(a)Liens for
      taxes, assessments or charges due and payable and subject to interest or
      penalty;(b)Liens upon,
      and defects of title to, real or personal property, including any
      attachment of personal or real property or other legal process prior to
      adjudication of a dispute on the merits;(c)Liens of
      mechanics, materialmen, warehousemen, carriers, or other like Liens;
      and(d)Adverse
      judgments on appeal or covered by insurance (except for permitted
      deductibles);(2)     
      Pledges or deposits made in the Ordinary Course of Business to secure
      payment of workmen’s compensation, or to participate in any fund in
      connection with workmen’s compensation, unemployment insurance, old-age
      pensions or other social security programs;(3)     
      Good faith pledges or deposits made in the Ordinary Course of Business to
      secure performance of bids, tenders, Contracts (other than for the
      repayment of borrowed money) or leases, not in excess of ten percent (10%)
      of the aggregate amount due thereunder, or to secure statutory
      obligations, or surety, appeal, indemnity, performance or other similar
      bonds required in the Ordinary Course of Business; and(4)     
      Purchase money security interests granted in the Ordinary Course of
      Business to secure not more than one hundred percent (100%) of the
      purchase price of
assets;




(D)Easements arising
by reason of zoning restrictions, easements, licenses, reservations, covenants,
rights-of-way, utility easements, building restrictions and other similar
encumbrances on the use of real property which do not materially detract from
the value of such real property or materially interfere with the ordinary
conduct of the business conducted and proposed to be conducted at such real
property;




(E)Prior to execution
and delivery of the Mortgage, all Liens of record as of the date of Closing
against the real property owned by each Borrower;




(F)After execution and
delivery of the Mortgage, Liens set forth in the Title Insurance Policy and
approved by Bank;




(G)purported Liens
evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases of personal property entered into in the Ordinary
Course of Business;




(H)Liens in the form
of cash collateral required by the issuer of any letter of credit permitted by
clause (E) of the definition of “Permitted Indebtedness”;


18




(I)            Liens
in the form of Capitalized Leases, provided that the total amount of
Indebtedness secured by such Liens at any time outstanding, together with other
Indebtedness incurred and then outstanding pursuant to clause (F) of the
definition of “Indebtedness”, shall not exceed $5,000,000; and




(J)           
Liens not otherwise permitted under clauses (A) through (I) of this definition,
securing obligations not exceeding the Threshold Amount at any time
outstanding.




“Permitted Line of
Business” means the business engaged in by the Borrowers as of the date
of this Agreement, and businesses reasonably ancillary thereto.




“Permitted Transfers of
Assets” means:




(A)Sales of Inventory
in the Ordinary Course of Business;




(B)The sale or
exchange of used, obsolete, worn out or surplus Equipment to the extent (y) the
Net Cash Proceeds of such sale are applied as a prepayment of any Loan or to
purchase other Tangible Property used in the business of any Borrower as
provided in Section 2.10(B) hereof, or such Equipment is exchanged for,
similar replacement Equipment, or (z) such Equipment is no longer necessary for
the operations of a Borrower in the Ordinary Course of Business;




(C)The sale or
disposition of assets outside the Ordinary Course of Business in an aggregate
amount that shall not exceed the Threshold Amount for all such sales or
dispositions during each Fiscal Year; and




(D)Any intercompany
sale, assignment, transfer or other disposition of any assets between any
Borrower and any other Borrower.




“Person” means any
individual, corporation, partnership, limited partnership, limited liability
company, association, joint-stock company, trust, unincorporated organization,
joint venture, court or Governmental Authority.




“Petroleum Products”
means “petroleum products” as defined under any applicable Environmental
Law.




“Place for Payment”
means a place for payment as from time to time designated by Bank, which place
for payment currently is at the address of Bank as hereinafter provided for with
respect to notices.




“Plans” means all
Single Employer Plans and multi-employer plans.




“Prohibited
Transaction” means a transaction described in Section 406 of ERISA as to
which an exemption described in Section 408 of ERISA does not
apply.




“Purchase Order” means
a valid and binding order for goods to be purchased from any Borrower, which
order shall be evidenced by an executed purchase order of the respective
Purchaser.




“Purchaser” means any
buyer or lessee of Inventory from any Borrower, any customer for whom services
have been rendered or materials furnished by any Borrower, and any other Person
that is now or may become obligated to any Borrower on an Account.




“Quarter” means a
period of time of three consecutive calendar months.


19




“Quarter-End” means
the last day of each of March, June, September, and December, or such other date
as the Borrower may utilize for purposes of quarter-end for accounting purposes,
as agreed to by Bank.




“Real Property” means
the real property owned by any Borrower or in which any Borrower has a leasehold
interest, which Real Property is described on Schedule 6.12 of this
Agreement.




“Records” means
correspondence, memoranda, tapes, discs, microfilm, microfiche, papers, books
and other documents, or transcribed information of any type, whether expressed
in ordinary or machine language, and all filing cabinets and other containers in
which any of the foregoing is stored or maintained.




“Regulation D” means
Regulation D of the Board of Governors of the Federal Reserve System from time
to time in effect and shall include any successor or other regulation or
official interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve
System.




“Regulation T”, “Regulation
U”, and “Regulation X” means Regulation T, Regulation U, and Regulation
X, respectively, of the Board of Governors of the Federal Reserve System as now
or from time to time hereafter in effect and shall include any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by banks for the purpose of purchasing or carrying
margin stocks applicable to member banks of the Federal Reserve
System.




“Reimbursement
Obligation” means the obligation of the Borrowers to pay the amounts
required under Section 3.2 of this Agreement.




“Rents” means all the
rents, issues, and profits now due and which may hereafter become due under or
by virtue of the Assigned Leases, together with all claims and rights to the
payment of money at any time arising in connection with any rejection or breach
of any of the Assigned Leases under Bankruptcy Law, including without
limitation, all rights to recover damages arising out of such breach or
rejection, all rights to charges payable by a tenant or trustee in respect of
the leased premises following the entry of an order for relief under Bankruptcy
Law in respect of a tenant and all rentals and charges outstanding under the
Assigned Leases as of the date of entry of such order for relief.




“Reportable Event”
means a “reportable event” as defined in Section 4043(c) of ERISA, but excluding
events for which reporting has been waived.




“Reserve Requirement”
with respect to a LIBOR Rate Interest Period means the weighted average during
the LIBOR Rate Interest Period of the maximum aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves and taking into
account any transitional adjustments or other scheduled changes in reserve
requirements during the LIBOR Rate Interest Period) which is imposed under
Regulation D.




“Responsible Officer”
means, individually or collectively, the president, chief executive officer,
chief financial officer, and general counsel of any Borrower.




“Restricted Payments”
means any payment by Parent for the purpose of (i) paying dividends or making
any other payment or distribution on account of its Equity Interests, or set
aside funds for any of the foregoing, (ii) purchasing, redeeming or otherwise
acquiring any Equity Interests or any warrants, rights or options to acquire its
Equity Interests, or set aside funds for any of the foregoing, (iii) paying or
acquiring any Subordinated Debt, or (iv) acquiring or repaying any notes,
advances or loans to Affiliates (other than another Borrower), shareholders and
employees of any Borrower; provided, however, Restricted Dividends shall not
include dividend payments or other distributions payable solely in common
stock.


20




“Reuters” means the
ThomsonReuters PLC reporting service, or if unavailable, such similar service as
reasonably determined by the Bank that publishes the British Bankers’
Association interest settlement rates for deposits in U.S. Dollars from time to
time.




“Revolver Loan” means
the revolving loan facility in the Revolver Loan Amount being provided to the
Borrowers in accordance with the terms of Article II of this
Agreement.




“Revolver Loan
Advances” means all outstanding Advances of the Revolver
Loans.




“Revolver Loan Amount”
means (i) THIRTY MILLION AND 00/100 U.S. DOLLARS ($30,000,000.00) or (ii) any
greater amount requested by Parent in writing to the Bank and as may be approved
in writing by the Bank in the exercise of its sole and absolute discretion in
accordance with Section 2.18 of this Agreement, as either such amount may be
reduced from time to time at Parent’s request, in accordance with Section 2.20
of this Agreement.




“Revolver Loan
Commitment” means the commitment of Bank, subject to the terms of this
Agreement, to lend to the Borrowers up to the amount of the Revolving Loan
Amount, less
(A) the Available Amount of the Letters of Credit, (B) any outstanding Letter of
Credit Advances, and (C) any prepayments of the Revolver Loan as and when
required under Section 2.10(B) of this Agreement.




“Revolver Loan Maturity
Date” means October 31, 2012.




“Revolver Loan Note”
means that certain Amended and Restated Line of Credit Note executed by each
Borrower to Bank of even date herewith, in the principal amount of
$30,000,000.00, and includes any amendment to or modification or restatement of
such note and any promissory note given in extension or renewal of, or in
substitution for, such note.




“Revolver Loan Note Joinder
Agreement” means the Revolver Loan Note Joinder Agreement; substantially
in the form attached hereto as Exhibit C.




“Security Documents”
means all documents or instruments of any kind executed or delivered in
connection with the Loan, whether delivered prior to, at, or after the Closing,
wherein Bank is granted a Lien in Borrower’s assets, and all documents and
instruments executed and delivered in connection with any of the foregoing,
together with any and all extensions, revisions, modifications, restatements or
amendments at any time made to any of such documents or instruments, including
but not limited to this Agreement, the Mortgage, the Assignment of Rents and the
Financing Statements.




“Senior Liabilities”
means the sum of total Liabilities, including capitalized leases and all
reserves for deferred taxes and other deferred sums appearing on the liabilities
side of the balance sheet, including Hedging Obligations, all in accordance with
Generally Accepted Accounting Principles applied on a consistent basis,
excluding Subordinated Debt.




“Single-Employer
Plans” has the meaning set forth in Section 3(41) of ERISA.




“Solid Wastes” means
“solid wastes” as defined under any applicable Environmental
Law.


21




“Solvent” and “Solvency” mean, with
respect to any Person on a particular date, that (after giving effect to any
rights of contribution, reimbursement or indemnification to which such Person
may be entitled by contract or otherwise) on such date (a) the fair value
of the property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s property would constitute an unreasonably small capital. The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.




“Special NeedleTech
Amount”
means that certain amount set forth on Schedule 1.1 attached hereto
and incorporated by reference herein.




“Special NeedleTech Capital
Expenditures” means up to the Special NeedleTech Amount of
Capital Expenditures incurred for the initial purchase and improvement of real
property for use as a new manufacturing facility for NeedleTech.




“Subordinated Debt”
means any Indebtedness of any Borrower the subject of a subordination agreement
acceptable to and approved by Bank (which approval shall not be unreasonably
withheld, conditioned or delayed), provided that any such agreement shall
provide, at a minimum, that (a) the Indebtedness owed by such Borrower to any
Third Person is expressly subordinated and made junior in right and time of
payment to the Obligations of such Borrower under the Loan Documents, and (b)
that such Indebtedness shall not permit any payment of principal if such payment
would give rise to a Financial Covenant Default, and shall have covenants and
undertakings that, taken as a whole, are less restrictive than those contained
in the Loan Documents.




“Subsidiary” means, as
to any Person (the “first person”), another Person (the “second person”) with
respect to which such first person directly or indirectly through one or more
intermediaries, controls such second person (and a first person shall be deemed
to have control if such first person, directly or indirectly, has rights to
exercise Voting Power to elect a majority of the members of the Governing Body
of the second person).




“Tangible Net Worth”
means total assets minus intangible assets (as defined below) minus Senior
Liabilities. For purposes of this definition, “intangible assets” has the
meaning under Generally Accepted Accounting Principles, including, without
limitation, the book value of goodwill, franchises, licenses, non-competition
agreements, patents, trademarks, trade names, copyrights, service marks, and
brand names, plus the amount of any accounts, notes, advances and/or loans to
affiliates, shareholders, and employees of the Borrowers shall be subtracted
from total assets.




“Tangible Property”
means all equipment, machinery, goods, furniture, furnishings, fixtures,
supplies, tools, materials, vehicles, books, records, and other tangible
personal property that are part of the Collateral.




“Term Loan” means the
$10,000,000 term loan facility provided to the Borrowers in accordance with the
terms of Article II of this Agreement.




“Term Loan Maturity
Date” means June 1, 2012.




“Term Loan Note” means
that certain Term Loan Note from each Borrower to Bank of even date herewith, in
the principal amount of $10,000,000.00, and includes any amendment to or
modification or restatement of such note and any promissory note given in
extension or renewal of, or in substitution for, such note.


22




“Term Loan Note Joinder
Agreement” means the Term Loan Note Joinder Agreement; substantially in
the form attached hereto as Exhibit D.




“Third Person” means a
Person not a party to this Agreement.




“Threshold Amount”
means $1,000,000.00.




“Title Insurance
Company” means a title insurance company reasonably acceptable to Bank in
its discretion and authorized under applicable Law to issue a Title Insurance
Policy.




“Title Insurance
Policy” means one or more standard ALTA form title insurance policies
with respect to the Mortgaged Property and acceptable to Bank in its discretion,
issued by a Title Insurance Company to Bank upon the Mortgaged Property, subject
only to those exceptions and matters of title acceptable to Bank, in Bank’s
discretion, including the Permitted Liens.




“Trigger Event” means
the occurrence of an Event of Default which arises out of a Payment Default, a
Financial Covenant Default, or an Incurable Default.




“Trigger Event Notice”
means a writing from Bank to Parent giving notice that a Trigger Event has
occurred.




“Unsecured
Indebtedness” means Indebtedness not secured by any Lien.




“Unused Fee” means the
fee payable by Borrowers to Bank in arrears at the end of each Quarter, as
determined by Bank as of such Quarter-End in an amount equal to the product of
(i) one-quarter of one percent (0.25%), multiplied by (ii) the daily average of
the Unused Revolver Loan Commitment during such Quarter, divided by (iii) four
(4); provided that the Unused Fee for any partial quarter shall be prorated for
the actual number of days between the date such fee is payable to the most
recent Quarter-End to which such fee has been paid or, if no such fee has yet
been paid, to the date of the Closing.




“Unused Revolver Loan
Commitment” means, at any time (a) the Revolver Loan Commitment at such
time, minus (b)
the aggregate principal amount of all Revolver Loan Advances and Letter of
Credit Advances outstanding at such time.




“Voting Power” means,
with respect to any Person, the right to vote for the election of the Governing
Body of such Person under ordinary circumstances.




“30-Day Adjusted LIBOR
Rate” means, for each respective 30-Day LIBOR Rate Interest Period, an
interest rate equal to the sum of (i) the applicable 30-Day LIBOR Rate, plus
(ii) the Applicable Margin. The 30-Day Adjusted LIBOR Rate applicable to any
Loan shall change on each relevant Payment Due Date and be effective for the
next 30-Day Adjusted LIBOR Rate Interest Period (unless another LIBOR Rate
Interest Period applies, in accordance with the terms of this Agreement, in
which case it shall be effective for the next applicable LIBOR Rate Interest
Period).




“30-Day LIBOR Rate”
means, as applicable to each respective 30-Day LIBOR Rate Interest Period, a per
annum rate of interest equal to LIBOR for a period of one (1) month as
determined by Bank from Reuters (or such other source as Bank may select if such
a rate index is not available from Reuters).


23




“30-Day LIBOR Rate Interest
Period” means a period of one month from the first day of the applicable
30-Day LIBOR Rate Interest Period to the date one month thereafter, and, with
respect to Revolver Loan Advances only, with respect to which a 30-Day LIBOR
Rate Notice has been given.




“30-Day LIBOR Rate
Notice” means a written notice given to Bank by a Parent’s Representative
providing for Borrowers’ election for all or any portion (but if a portion, in
increments of not less than $1,000,000.00) of the outstanding principal balance
of the Revolver Loan to bear interest at the applicable 30-Day Adjusted LIBOR
Rate for a 30-Day LIBOR Rate Interest Period, such notice to be given at least
two (2) Business Days prior to and specifying the date of the commencement of
the applicable 30-Day LIBOR Rate Interest Period; provided, however, that,
except as may be waived by Bank in Bank’s discretion, (i) in no event may any
30-Day LIBOR Rate Interest Period begin until the expiration of any current
LIBOR Rate Interest Period, (ii) in no event may a 30-Day Adjusted LIBOR Rate be
elected at any time when the corresponding 30-Day LIBOR Rate Interest Period
would extend beyond the Revolver Loan Maturity Date, (iii) if any such 30-Day
LIBOR Rate Notice would cause there to be more than four (4) Interest Rates in
effect with respect to the Revolver Loan on the day of the commencement of the
applicable 30-Day LIBOR Rate Interest Period, then such 30-Day LIBOR Rate Notice
shall not be effective with respect to such Revolver Loan Advances, and (iv) if
any such 30-Day LIBOR Rate Notice is not timely received or is otherwise not
properly made, such 30-Day LIBOR Rate Notice, at Bank’s election, shall not be
effective.




“60-Day Adjusted LIBOR
Rate” means, for each respective 60-Day LIBOR Rate Interest Period, an
interest rate equal to the sum of (i) the applicable 60-Day LIBOR Rate, plus
(ii) the Applicable Margin. The 60-Day Adjusted LIBOR Rate applicable to any
Loan shall change on each relevant Payment Due Date and be effective for the
next 60-Day Adjusted LIBOR Rate Interest Period (unless another LIBOR Rate
Interest Period applies, in accordance with the terms of this Agreement, in
which case it shall be effective for the next applicable LIBOR Rate Interest
Period).




“60-Day LIBOR Rate”
means, as applicable to each respective 60-Day LIBOR Rate Interest Period, a per
annum rate of interest equal to LIBOR for a period of two (2) months as
determined by Bank from Reuters (or such other source as Bank may select if such
a rate index is not available from Reuters).




“60-Day LIBOR Rate Interest
Period” means a period of two months from the first day of the applicable
60-Day LIBOR Rate Interest Period to the date two months thereafter, and with
respect to which a 60-Day LIBOR Rate Notice has been given.




“60-Day LIBOR Rate
Notice” means a written notice given to Bank by a Parent’s Representative
providing for Borrowers’ election for all or any portion (but if a portion, in
increments of not less than $1,000,000.00) of the outstanding principal balance
of the Revolver Loan to bear interest at the applicable 60-Day Adjusted LIBOR
Rate for a 60-Day LIBOR Rate Interest Period, such notice to be given at least
two (2) Business Days prior to and specifying the date of the commencement of
the applicable 60-Day LIBOR Rate Interest Period; provided, however, that,
except as may be waived by Bank in Bank’s discretion, (i) in no event may any
60-Day LIBOR Rate Interest Period begin until the expiration of any current
LIBOR Rate Interest Period, (ii) in no event may a 60-Day Adjusted LIBOR Rate be
elected at any time when the corresponding 60-Day LIBOR Rate Interest Period
would extend beyond the Revolver Loan Maturity Date, (iii) if any such 60-Day
LIBOR Rate Notice would cause there to be more than four (4) Interest Rates in
effect with respect to the Revolver Loan on the day of the commencement of the
applicable 60-Day LIBOR Rate Interest Period, then such 60-Day LIBOR Rate Notice
shall not be effective with respect to such Revolver Loan Advances, and (iv) if
any such 60-Day LIBOR Rate Notice is not timely received or is otherwise not
properly made, such 60-Day LIBOR Rate Notice, at Bank’s election, shall not be
effective.


24




“90-Day Adjusted LIBOR
Rate” means, for each respective 90-Day LIBOR Rate Interest Period, an
interest rate equal to the sum of (i) the applicable 90-Day LIBOR Rate, plus
(ii) the Applicable Margin. The 90-Day Adjusted LIBOR Rate applicable to any
Loan shall change on each relevant Payment Due Date and be effective for the
next 90-Day Adjusted LIBOR Rate Interest Period (unless another LIBOR Rate
Interest Period applies, in accordance with the terms of this Agreement, in
which case it shall be effective for the next applicable LIBOR Rate Interest
Period).




“90-Day LIBOR Rate”
means, as applicable to each respective 90-Day LIBOR Rate Interest Period, a per
annum rate of interest equal to LIBOR for a period of three (3) months as
determined by Bank from Reuters (or such other source as Bank may select if such
a rate index is not available from Reuters).




“90-Day LIBOR Rate Interest
Period” means a period of three months from the first day of the
applicable 90-Day LIBOR Rate Interest Period to the date three months
thereafter, and with respect to which a 90-Day LIBOR Rate Notice has been
given.




“90-Day LIBOR Rate
Notice” means a written notice given to Bank by a Parent’s Representative
providing for Borrowers’ election for all or any portion (but if a portion, in
increments of not less than $1,000,000.00) of the outstanding principal balance
of the Revolver Loan to bear interest at the applicable 90-Day Adjusted LIBOR
Rate for a 90-Day LIBOR Rate Interest Period, such notice to be given at least
two (2) Business Days prior to and specifying the date of the commencement of
the applicable 90-Day LIBOR Rate Interest Period; provided, however, that,
except as may be waived by Bank in Bank’s discretion, (i) in no event may any
90-Day LIBOR Rate Interest Period begin until the expiration of any current
LIBOR Rate Interest Period, (ii) in no event may a 90-Day Adjusted LIBOR Rate be
elected at any time when the corresponding 90-Day LIBOR Rate Interest Period
would extend beyond the Revolver Loan Maturity Date, (iii) if any such 90-Day
LIBOR Rate Notice would cause there to be more than four (4) Interest Rates in
effect with respect to the Revolver Loan on the day of the commencement of the
applicable 90-Day LIBOR Rate Interest Period, then such 90-Day LIBOR Rate Notice
shall not be effective with respect to such Revolver Loan Advances, and (iv) if
any such 90-Day LIBOR Rate Notice is not timely received or is otherwise not
properly made, such 90-Day LIBOR Rate Notice, at Bank’s election, shall not be
effective.




“Without Notice” means
without demand of performance or other demand, advertisement, or notice of any
kind to or upon the applicable Person, except as may be required under
applicable Laws or by express provision of any Loan Document.




1.2       Accounting Terms.
Accounting terms used and not otherwise defined in this Agreement have the
meanings determined by, and all calculations with respect to accounting or
financial matters unless otherwise provided herein shall be computed in
accordance with, Generally Accepted Accounting Principles.




1.3       UCC Terms. As used
herein, unless the context clearly requires to the contrary, terms not
specifically defined herein shall have the same respective meanings as are given
to those terms in the Uniform Commercial Code as presently adopted and in effect
in the State of Delaware (except in cases and with respect to Collateral when
the perfection, the effect of perfection or nonperfection, and the priority of a
Lien in the Collateral is governed by another Jurisdiction, in which case such
capitalized words and phrases shall have the meanings attributed to those terms
under such other Jurisdiction).




1.4       Construction of
Terms. Whenever used in this Agreement, the singular number shall include
the plural and the plural the singular, pronouns of one gender shall include all
genders, use of the terms “herein”, “hereof”, and “hereunder” shall be deemed to
be references to this Agreement in its entirety unless otherwise specifically
provided, and the word “discretion” means in the sole and absolute discretion of
the applicable Person(s).


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1.5       Computation of Time
Periods. For purposes of computation of periods of time hereunder, the
word “from” means “from and including”, the words “to” and “until” each mean “to
but excluding”, and the word “through” means “through and
including”.




1.6       References to
Borrower. Any reference in this Agreement to “Borrower” shall mean each
and any Borrower, singularly, and any reference to “Borrowers” shall mean all
Borrowers, collectively.




1.7       Computation of Applicable
Margin and Financial Covenants. For purposes of computation of the
financial covenants set forth in this Agreement, such computation shall be (i)
determined by Bank as of each Quarter-End, based on the Compliance Certificate
most recently delivered by Parent in accordance with the terms of this
Agreement, and (ii) based on an Annualized Rolling Period, if
applicable.




ARTICLE II




2.        THE
LOANS




2.1       Original Credit Agreement
Advances. Borrowers acknowledge and agree that (i) all “Obligations”
defined in and outstanding under the Original Credit Agreement on the Closing
Date are due and owing under the terms of the Original Credit Agreement and the
other Loan Documents (defined in the Original Credit Agreement) in accordance
with their terms, without setoff, recoupment, counterclaim or other defense as
of the date hereof, and (ii) the outstanding principal balance of the “Loan
Advances” defined in and outstanding under the Original Credit Agreement (less
the $10,000,000 amount thereof constituting the Term Loan below) shall
constitute Revolver Loan Advances outstanding under the terms of this
Agreement.




2.2       General Terms: Revolver
Loan. Subject to the terms hereof, Bank hereby agrees to advance to
Parent for the benefit of all Borrowers, from time to time until the Advancement
Termination Date, such amounts which shall not exceed, in the aggregate
principal amount at any one time outstanding, the Revolver Loan Commitment.
Subject to the terms hereof, the Parent, acting on behalf of all Borrowers, may
borrow, repay without penalty or premium, and reborrow hereunder, from the date
of this Agreement until the Advancement Termination Date. If at any time the
unpaid principal balance of the Revolver Loan exceeds the amount Borrowers could
borrow at such time as set forth herein, the Borrowers shall immediately upon
demand of Bank pay or cause to be paid such amounts to Bank, to the extent
necessary to reduce the Loan to an amount which Borrowers could borrow at that
time.




2.3       General Terms: Term
Loan. At Closing a $10,000,000 portion of the outstanding principal
balance of the “Loan Advances” defined in and outstanding under the Original
Credit Agreement shall hereby be converted to a term loan and shall constitute
the sole Term Loan Advance under the terms of this Agreement. Once repaid, the
principal sum of the Term Loan shall not be readvanced.




2.4       Disbursement of the
Loans.




(A)          Bank
will credit or pay the proceeds of each Revolver Loan Advance to Parent’s
deposit account with Bank, or in such other manner as Parent and Bank may
agree.


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(B)          Except
as otherwise provided in a Cash Management Agreement or otherwise agreed in
writing between any Borrower and Bank, in order to obtain a Revolver Loan
Advance, a Parent’s Representative shall notify Bank not later than 1:00 p.m.
(Atlanta, Georgia time) on the Business Day before such Revolver Loan Advance is
sought, specifying the date on which such Revolver Loan Advance is sought and
the requested amount of the Revolver Loan Advance. Upon Bank’s receipt of such
notice and upon satisfaction of the terms and conditions of this Agreement, Bank
will make such funds available to Parent as provided for above, by 10:00 a.m.
(Atlanta, Georgia time) on the date for which the Revolver Loan Advance is
requested. Notwithstanding anything contained herein to the contrary, no
Borrower shall be entitled to receive nor shall Bank be required to disburse any
Revolver Loan Advance after the Advancement Termination Date.




2.5       The Notes. The
Borrowers’ obligation to repay the Revolver Loan shall be evidenced by the
Revolver Loan Note, and the Borrowers’ obligation to repay the Term Loan shall
be evidenced by the Term Loan Note.




2.6       Interest Rate: Revolver
Loan. (a) Interest on the Revolver Loan shall be calculated as follows:
Upon each Revolver Loan Advance, a Parent’s Representative shall deliver to Bank
either (i) a 30-Day LIBOR Rate Notice, in which case the applicable Revolver
Loan Advance shall bear interest at the applicable 30-Day Adjusted LIBOR Rate
during the applicable 30-Day LIBOR Rate Interest Period, (ii) a 60-Day LIBOR
Rate Notice, in which case the applicable Revolver Loan Advance shall bear
interest at the applicable 60-Day Adjusted LIBOR Rate during the applicable
60-Day LIBOR Rate Interest Period, (iii) a 90-Day LIBOR Rate Notice, in which
case the applicable Revolver Loan Advance shall bear interest at the applicable
90-Day Adjusted LIBOR Rate during the applicable 90-Day LIBOR Rate Interest
Period or (iv) a Daily LIBOR Rate Notice, in which case the applicable Revolver
Loan Advance shall bear interest at the applicable Daily Adjusted LIBOR Rate
thereafter until another notice is delivered with respect to the Interest Rate.
Following the expiration of any applicable LIBOR Rate Interest Period, if a
Parent’s Representative shall not have timely and properly delivered a LIBOR
Rate Notice for a LIBOR Rate Interest Period to commence as of the expiration of
the applicable expiring LIBOR Rate Interest Period, then any Revolver Loan
Advance shall bear interest at the Daily Adjusted LIBOR Rate thereafter until
another notice is delivered with respect to the Interest Rate payable under the
Revolver Loan.




(b)       In
the event that Borrowers enter into any Hedging Contract with respect to the
Revolver Loans or any portion thereof, such portion of the Revolver Loans will
on and after such date bear interest on the unpaid principal balance thereof
exclusively at the 30-Day Adjusted LIBOR Rate and the principal amount thereof,
plus accrued and unpaid interest thereon, shall be due and payable as provided
in such Hedging Contract.




2.7       Interest Rate: Term
Loan. Interest on unpaid principal balance of the Term Loan shall accrue
from the date of Closing at the 30-Day Adjusted LIBOR Rate.




2.8       Payments of Principal and
Interest: Revolver Loan. Subject to the provisions of Section 2.6(b)
above, principal and interest on the Revolver Loan shall be payable as
follows:




(A)          On
the first Payment Due Date following the Closing and on each successive Payment
Due Date thereafter until the entire outstanding indebtedness of Revolver Loan
is paid in full, Borrowers shall pay to Bank all accrued and unpaid interest on
the outstanding principal balance of the Revolver Loan.


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(B)          
If not earlier demanded pursuant to Section 9.3 hereof, the outstanding
principal balance of the Revolver Loan, together with all accrued and unpaid
interest thereon, shall be due and payable to Bank on the Revolver Loan Maturity
Date.




2.9       Payments of Principal and
Interest: Term Loan. From the date of this Agreement until the entire
Term Loan is paid in full, the Borrowers shall repay to the Bank the principal
thereof and pay accrued and unpaid interest thereon in the amount equal to the
consecutive monthly payments payable on each of the dates listed in the column
titled “Payment Due Date” in Exhibit E attached hereto and made a part hereof,
subject to the effect of any prepayments. All remaining principal and interest
on the Term Loan shall be due and payable, together with all accrued and unpaid
interest thereon, on the Term Loan Maturity Date.




2.10     Prepayment. (A)
Except as otherwise provided herein, Borrower may prepay or cause to be prepaid
the principal of any Loan in whole or, from time to time, in part, without
premium or penalty (except for any amounts due or which may become due (i) under
any the terms of any Hedging Contract in connection with the prepayment of any
Loans relating to any such Hedging Contract or (ii) under Section 4.6 of this
Agreement).




(B)          Except
as may otherwise be expressly provided for in the Loan Documents to the contrary
or waived by Bank in its discretion, (i) promptly upon receipt of any Net Cash
Proceeds arising from a Debt Issuance other than Permitted Indebtedness or an
Equity Issuance, each Borrower shall pay such Net Cash Proceeds to Bank as a
prepayment of the Loans (to be applied to the Term Loan first and then to the
Revolver Loan); and (ii) on a date not later than six (6) months from receipt of
any Net Cash Proceeds arising from an Asset Disposition other than Permitted
Transfers of Assets, or a Casualty or Condemnation Event in excess of the
Threshold Amount, each Borrower shall pay such Net Cash Proceeds to Bank as a
prepayment of the Loans (to be applied to the Term Loan first and then to the
Revolver Loan) to the extent such Net Cash Proceeds have not been reinvested in
the other Tangible Property used in the business of any Borrower.




(C)          All
partial prepayments, whether voluntary or mandatory, shall be applied first to
accrued and unpaid interest then due and payable, and then to outstanding
principal, provided that no prepayment shall entitle the Borrowers to cease
making any payment as otherwise scheduled hereunder.




2.11     Use of Proceeds: Revolver
Loan. The proceeds of the Revolver Loan may be used to pay fees and
expenses associated with the closing of the Revolver Loan and for general
corporate purposes, including working capital, Capital Expenditures and the cost
of Permitted Acquisitions.




2.12     Use of Proceeds: Term
Loan. The proceeds of the Term Loan shall be used as set forth in Section
2.3.




2.13     Multiple Borrowers; Parent
as Borrowers’ Agent. All covenants and indemnities of any Borrower set
forth in the Loan Documents shall be joint and several obligations of all
Borrowers. All representations and warranties of any Borrower shall be deemed
representations and warranties made by each Borrower, unless the context
expressly provides otherwise. Each Borrower hereby irrevocably appoints the
Parent as its true and lawful attorney-in-fact, with full right and power, for
purposes of exercising all rights of such Borrower hereunder and under
applicable law with regard to the transactions contemplated hereunder. Parent
shall act under this Agreement as the agent and representative of itself and
each other Borrower for all purposes under this Agreement, including requesting
borrowings, selecting at which LIBOR Rate the Revolver Loan or a portion thereof
will bear interest, and receiving account statements and other notices and
communications to any Borrower from Bank. Notice by Bank under this Agreement to
Parent shall constitute notice to each Borrower. Bank may rely, and shall be
fully protected in relying, on any notice or request for any Loan or Letter of
Credit, disbursement instructions, reports, information or any other notice or
communication made or given by Parent, whether in its own name, on behalf of any
individual Borrower or on behalf of each Borrower, and Bank shall have no
obligation to make any inquiry or request any confirmation from or on behalf of
any other Borrower as to the binding effect on such Borrower of any such
request, instruction, report, information, notice or communication, nor shall
the joint and several character of each Borrower’s liability for the Obligations
be affected.


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2.14     All Loans Constitute One
Obligation; Joint and Several Liability. The Loans and all other
Obligations shall constitute one general obligation of the Borrowers, jointly
and severally, on a combined basis and shall be secured by Bank’s Lien (if any)
upon all of the Collateral (subject to the limitations in Section 8.1(C)). Each
Borrower has requested that Bank make available the Loans and Letters of Credit
to the Borrowers to finance their mutual and collective enterprises. In order to
utilize the financial powers of each Borrower on a combined basis and in the
most efficient and economical manner, and in order to facilitate the financing
of each Borrower’s needs, Bank will make Loans to, and issue Letters of Credit
on behalf of, each Borrower on a combined basis and in accordance with the
provisions herein set forth. The businesses of each Borrower are a mutual and
collective enterprise, and each Borrower believes that the consolidation of all
Obligations under this Agreement will enhance the aggregate borrowing powers of
each Borrower and ease the administration of their credit relationship with
Bank, all to the mutual advantage of each Borrower. Bank’s willingness to extend
credit to each Borrower and to administer the Collateral therefor, on a combined
basis as more fully set forth in this Agreement, is done solely as an
accommodation to each Borrower and at their request in furtherance of their
mutual and collective enterprise. Each Borrower shall be liable for, on a joint
and several basis, and hereby guarantees the timely payment by each Borrower of,
all of the Loans and other Obligations, regardless of which Borrower actually
may have received the proceeds of any Loan or the benefit of such Loans or any
Letter of Credit hereunder or the amount of such Loans received or the manner in
which Bank accounts for such Loans or Letters of Credit on its books and
records, it being acknowledged and agreed that Loans to, or Letters of Credit
issued on behalf of, any Borrower inure to the mutual benefit of each Borrower
and that Bank is relying on the joint and several liability of each Borrower in
extending the Loans and issuing Letters of Credit hereunder. The Borrowers
hereby unconditionally and irrevocably agree that upon default in the payment
when due (whether at stated maturity, by acceleration or otherwise) of any
principal of, or interest owed on, any of the Loans or other Obligations, the
Borrowers shall forthwith pay the same, without notice or demand, if such
default is not cured within any applicable grace period.




2.15     Unconditional Nature of
Liability. Each Borrower’s joint and several liability hereunder with
respect to, and guaranty of, the Loans and other Obligations shall, to the
fullest extent permitted by applicable law, be unconditional, irrespective of
(i) the validity, enforceability, avoidance or subordination of any of the
Obligations or of any promissory note or other document evidencing all or any
part of the Obligations, (ii) the absence of any attempt to collect any of the
Obligations from any other obligor or any Collateral or other security therefor,
or the absence of any other action to enforce the same, (iii) the waiver,
consent, extension, forbearance, granting of any indulgence or departure from
any Loan Document provision by Bank with respect to any of the Obligations or
any instrument or agreement evidencing or securing the payment of any of the
Obligations, or any other agreement now or hereafter executed by any other
Borrowers and delivered to Bank, (iv) the failure by Bank to take any steps to
perfect or maintain the perfected status of any security interest in or Lien
upon, or to preserve its rights to, any of the Collateral or other security for
the payment or performance of any of the Obligations, or Bank’s release or
exchange of any Collateral or of its Liens upon any Collateral, (v) Bank’s
election, in any proceeding instituted under the Bankruptcy Code, for the
application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or
grant of a security interest by any other Borrower, as debtor-in-possession
under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in
whole or in part, of the liability of any Borrower, any guarantor, any surety or
any other obligor for the payment of any of the Obligations, (viii) any
amendment or modification of any of the Loan Documents or waiver of any Default
or Event of Default thereunder (but subject to the terms of such amendment,
modification or waiver), (ix) any increase in the amount of the Obligations
beyond any limits imposed herein or in the amount of any interest, fees or other
charges payable in connection therewith, or any decrease in the same, (x) the
disallowance of all or any portion of Bank’s claims against another Borrower for
the repayment of any of the Obligations under Section 502 of the Bankruptcy
Code, or (xi) any other circumstance that might constitute a legal or equitable
discharge or defense of any Borrower, any guarantor, any surety or any other
obligor as a result of their status as a guarantor, surety or other obligor
under law or equity. At any time an Event of Default exists, Bank may proceed
directly and at once, without notice to any Borrower, any guarantor, any surety
or any other obligor, against any Borrower, any guarantor, any surety or any
other obligor to collect and recover all or any part of the Obligations, without
first proceeding against any other Borrower, guarantor, surety or other obligor
or against any Collateral or other security for the payment or performance of
any of the Obligations, and each Borrower waives any provision that might
otherwise require any Bank under applicable law to pursue or exhaust its
remedies against any Collateral or any Borrower, any guarantor, any surety or
any other obligor before pursuing such Borrower, such guarantor, such surety or
such other obligor. Each Borrower consents and agrees that Bank shall be under
no obligation to marshal any assets in favor of any Borrower, any guarantor, any
surety or any other obligor or against or in payment of any or all of the
Obligations.


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2.16     No Reduction in Liability
for Obligations. No payment or payments made by a Borrower, guarantor,
surety or other obligor or received or collected by Bank from a Borrower or any
other Person by virtue of any action or proceeding or any setoff or
appropriation or application at any time or from time to time in reduction of or
in payment of the Obligations shall be deemed to modify, release or otherwise
affect the liability of any Borrower, guarantor, surety or other obligor under
this Agreement or any Loan Document, each of which shall remain jointly and
severally liable for the payment and performance of all outstanding Loans and
other Obligations until the Obligation are paid in full, the Revolver Loan
Commitment is terminated and all Letters of Credit have terminated, or Bank has
been provided with either cash collateral or a back-up letter of credit as
provided in Section 2.19 hereof.




2.17     Subordination. Each
Borrower hereby subordinates any claims, including any right of payment,
subrogation, contribution and indemnity, that it may have from or against any
Borrower, any guarantor, any surety or any other obligor, and any successor or
assignee of any other Borrower, any guarantor, any surety or other obligor,
including any trustee, receiver or debtor-in-possession, howsoever arising, due
or owing or whether heretofore, now or hereafter existing, to the payment in
full of all of the Obligations; provided, however, that (a) any Borrower (other
than Parent) may make payments to Parent for its allocable share of taxes, and
(b) any Borrower may make payments to another Borrower (i) for goods and
services, and (ii) so long as no Event of Default is in existence at such time
or after giving effect thereto, as repayments of Permitted Investments made by
the payee in the payor.




2.18     Request to Increase the
Revolver Loan Commitment. Subject to the prior written approval of the
Bank in the exercise of its sole and absolute discretion, Parent may request,
upon written notice to the Bank, at any time and from time to time after the
Closing but prior to the Revolver Loan Maturity Date, that the Revolver Loan
Amount be increased in increments of $5,000,000.00, to an amount not to exceed
FORTY MILLION U.S. DOLLARS ($40,000,000.00) and the Bank may or may not approve
any such request, in the exercise of its sole and absolute discretion. The
failure of the Bank to respond to the Parent’s request within fifteen (15)
Business Days after Bank’s receipt thereof shall constitute Bank’s rejection of
any such request. Without limiting the Bank’s sole and absolute discretion in
granting any such request by Parent and without limiting any other conditions
the Bank may require in connection therewith, the Borrowers agree that the
following terms and conditions shall apply to any such request and must in any
event be satisfied before the Bank may consider approving any such request: (i)
each Borrower shall be in full compliance with all terms, conditions,
representations and warranties, covenants and financial covenants contained in
the Loan Agreement, (ii) no Default or Event of Default shall have occurred and
be continuing or would result from any such request, (iii) in the event any such
request is approved by Bank, Borrowers shall pay Bank an additional fully earned
and non-refundable commitment fee as set forth in the Fee Letter, (iv) Interest
Rates and Fees under this Agreement shall be increased, if necessary, in
accordance with prevailing market conditions as determined by the Bank and (v)
the Borrowers shall execute and deliver any amendments to this Agreement, the
Revolver Loan Note and the other Loan Documents as may be reasonably required by
the Bank.


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2.19     Termination of Revolver Loan
Commitment. Upon at least five (5) Business Days prior written notice to
Bank (or such shorter advance notice as may be agreed to by Bank), Borrowers
(acting through Parent) may, at their option, terminate this Agreement and the
Revolver Loan Commitment in its entirety, but not partially; provided however,
no such termination by Borrowers shall be effective until the full and final
payment of the Obligations (including, without limitation, the Term Loan) in
cash or immediately available funds and in the case of any Obligations
consisting of contingent obligations in respect of outstanding Letters of
Credit, Bank’s receipt of either cash or a direct pay letter of credit naming
Bank as beneficiary and in form and substance and from an issuing bank
acceptable to Bank, in each case in an amount not less than 105% of the
aggregate undrawn stated amount of all such Letters of Credit.




2.20     Voluntary Reduction of
Revolver Loan Amount. The Revolver Loan Amount shall be reduced from time
to time, at the Borrowers’ option, upon at least five (5) Business Days’ prior
written notice thereof from Parent to Bank specifying (i) the amount by which
the Revolver Loan Amount is to be reduced, (ii) the amount of the Revolver Loan
Amount after giving effect to such reduction and (iii) the effective date of
such reduction. Each such reduction shall be in an aggregate amount of not less
than $2,500,000 (or if greater in integral multiples of $1,000,000 in excess
thereof). Upon the giving of such notice by Parent in accordance with the
provisions of this Section, the Revolver Loan Amount shall be automatically and
permanently reduced on the effective date of such reduction and the Borrowers
shall make any prepayments required by the terms of the last sentence of Section
2.2 of this Agreement in connection therewith.




ARTICLE III




3.         LETTERS OF
CREDIT




3.1       Issuance of Letters of
Credit. The Borrowers acknowledge and agree that all “Letters of Credit”
defined in and outstanding under the Original Credit Agreement shall constitute
Letters of Credit issued and outstanding under the terms of this Agreement.
Subject to the terms hereof, Parent, on behalf of the Borrowers, may request
Bank, on the terms and conditions hereinafter set forth, to issue, and Bank
shall issue, additional Letters of Credit for the account of the Borrowers from
time to time on any Business Day in an aggregate Available Amount for all
Letters of Credit not to exceed at any time the Letter of Credit Commitment on
such Business Day. No Letter of Credit shall have an expiration date (including
all rights of the Borrowers or the beneficiary to require renewal) later than
the earlier of (i) thirty (30) days before the Revolver Loan Maturity Date, or
(ii) one year after the date of issuance thereof. In order for a Letter of
Credit to be issued, a Parent’s Representative shall deliver a Notice of
Issuance to Bank not later than 10:30 a.m. (Atlanta, Georgia time) on a date not
less than three (3) Business Days prior to the date the issuance of such Letter
of Credit is sought, such Notice of Issuance to be accompanied by the form of
the Letter of Credit to be issued. If (i) the requested form of such Letter of
Credit is acceptable to Bank in its discretion, and (ii) if required by Bank,
upon execution and delivery of a Letter of Credit Agreement in the form of
Bank’s standard application for standby letter of credit in form and substance
satisfactory to Bank, Bank will, subject to the other terms and conditions of
this Agreement, issue such Letter of Credit. In the event and to the extent that
the provisions of any Letter of Credit Agreement shall conflict with this
Agreement, the provisions of this Agreement shall govern.


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3.2       Reimbursement and Other
Payments. The Borrowers agree to pay to Bank immediately upon demand of
Bank (i) at the time when Bank shall pay any draft presented under any Letter of
Credit, a sum equal to the amount so paid under such Letter of Credit, plus (ii)
interest at the Default Rate on any amount remaining unpaid by the Borrowers to
Bank under clause (i) above from such time until payment in full. If Bank is
reimbursed for any draw under a Letter of Credit on the same day such draw is
honored by Bank, no interest shall accrue on the reimbursement obligations
arising from such draw.




3.3       Additional Remedies.
In addition to any rights and remedies Bank may otherwise have under this
Agreement, if (i) any Trigger Event shall have occurred, Bank may in its
discretion by notice to Parent, declare the obligation of Bank to issue any
Letter of Credit to be terminated, whereupon the obligation of Bank to issue any
Letter of Credit shall forthwith terminate, and (ii) any Event of Default shall
have occurred and is then continuing, Bank may make demand upon Parent to, and
forthwith upon such demand the Borrowers will pay to Bank in same day funds at
Bank’s office designated in such demand, for deposit in a special, interest
bearing Cash Collateral Account to be maintained at such office of Bank, an
amount equal to the maximum amount then available to be drawn under any Letter
of Credit. The Cash Collateral Account shall be in the name of Parent, but under
the sole dominion and control of Bank, and shall be held and disbursed as
follows:




(A)          Bank
may from time to time invest funds on deposit in the Cash Collateral Account,
reinvest proceeds of any such investments which may mature or be sold, and
invest interest or other income received from any such investments, and all such
investments and reinvestments shall, for purposes of this Agreement, constitute
part of the funds held in the Cash Collateral Account.




(B)          If
at any time Bank determines that any funds held in the Cash Collateral Account
are subject to any right or claim of any Person other than claims arising under
this Agreement and/or that the total amount of such funds is less than the
maximum amount at such time available to be drawn under the Letters of Credit,
the Borrowers will, forthwith upon demand by Bank, pay to Bank, as additional
funds to be deposited and held in the Cash Collateral Account, an amount equal
to the excess of (i) such maximum amount at such time available to be drawn
under the Letters of Credit over (ii) the total amount of funds, if any, then
held in the Cash Collateral Account which Bank determines to be free and clear
of any such right and claim.




(C)          Parent
and each Borrower hereby assigns, transfers and sets over, and grants to Bank a
Lien on and upon, the Cash Collateral Account, including all funds held in the
Cash Collateral Account from time to time and all proceeds thereof, as security
for the Obligations. Parent and each Borrower agrees that, to the extent notice
of sale of any securities shall be required by Law, at least ten (10) Business
Days’ Notice to Parent of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification. Bank may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it will so
adjourned.




(D)          Bank
(i) will apply funds from time to time held in the Cash Collateral Account to
the payment of any Reimbursement Obligation then due and payable, and (ii) after
acceleration of the Obligations, may apply such funds to the payment of any
other Obligation.




(E)          Neither
Parent, nor any Borrower nor any Person claiming on behalf of or through Parent
or any Borrower shall have any right to withdraw any of the funds held in the
Cash Collateral Account after and during the continuance of any Default.
Promptly after all such Defaults have been waived in writing by Bank or
otherwise shall have ceased to exist, or after all Letters of Credit have been
surrendered for cancellation and all Reimbursement Obligations in respect
thereof have been paid in full, Bank shall refund to Parent all amounts in the
Cash Collateral Account, and earnings thereon, to the extent not previously
applied to the Obligations.


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3.4       No Liability of Bank.
Each Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letter of
Credit. Neither Bank nor any of its officers or directors shall be liable or
responsible for (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith;
(b) the validity, sufficiency or genuineness of documents, or of any
endorsement thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent or forged; (c) payment by Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances
whatsoever in making or failing to make payment under any Letter of Credit. In
furtherance and not in limitation of the foregoing, Bank may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the
contrary.




3.5       Indemnification. In
addition to any other indemnification obligation of any Borrower under this
Agreement or any other Loan Document, each Borrower hereby agrees to jointly and
severally indemnify and hold Bank harmless from and against any and all
Indemnified Losses which Bank may incur or which may be claimed against Bank by
any Person by reason of or in connection with the execution and delivery or
transfer of, or payment or failure to make lawful payment under, any Letter of
Credit, other than Indemnified Losses occasioned by Bank’s gross negligence or
willful misconduct.




ARTICLEIV




4.         PAYMENTS, ADDITIONAL
COSTS, ETC.




4.1       Payment to
Bank.




(A)          All
monies payable to Bank under this Agreement or under any Note shall be paid
directly to Bank in immediately available funds at the Place for Payment. If
Bank shall send Parent statements of amounts due hereunder, such statements
shall be considered correct and conclusively binding on each Borrower unless
Parent notifies Bank to the contrary within thirty (30) days of its receipt of
any statement which it deems to be incorrect. Alternatively, at its discretion,
Bank may charge against any deposit account of any Borrower all or any part of
any amount owed by any Borrower hereunder.




(B)          All
payments to be made by Borrowers hereunder will be made to Bank at the Place for
Payment not later than 1:00 p.m. (Atlanta, Georgia time). Payments received at
the Place for Payment after 1:00 p.m. (Atlanta, Georgia time) shall be deemed to
be payments made at the Place for Payment prior to 1:00 p.m. (Atlanta, Georgia
time) on the next succeeding Business Day. Each Borrower hereby authorizes Bank
to charge its accounts with Bank in order to cause timely payment of amounts due
hereunder to be made.




(C)          At
the time of making each such payment, the Borrower making such payment shall,
subject to the other terms and conditions of this Agreement, specify to Bank the
Loan or other obligation of Borrowers hereunder to which such payment is to be
applied. In the event that such Borrower fails to so specify the relevant Loan
or if an Event of Default shall have occurred and be continuing, Bank may apply
such payments as it may determine in its discretion.


33




4.2       Late Payments. If any
scheduled payment, whether principal, interest or principal and interest, is
late ten (10) days or more, the Borrowers agree to pay a late charge equal to
five percent (5%) of the amount of the payment which is late, but not more than
the maximum amount allowed by applicable Laws. The foregoing provision shall not
be deemed to excuse a late payment or be deemed a waiver of any other rights
Bank may have under this Agreement, including, subject to the terms hereof, the
right to declare the entire unpaid principal and interest immediately due and
payable.




4.3       Default Rate.
Notwithstanding any provision herein or in any other Loan Document to the
contrary, upon the occurrence and during the continuance of an Event of Default,
the Interest Rate payable on the Loans shall, at Bank’s option, be the Default
Rate.




4.4       No Setoff or
Deduction. Except as may otherwise be ordered by any appropriate
Governmental Authority, all payments of principal of and interest on the Loans
and other amounts payable by any Borrower hereunder shall be made by Borrowers
without setoff or counterclaim, and, subject to the next succeeding sentence,
free and clear of, and without deduction or withholding for, or on account of,
any present or future taxes, levies, imposts, duties, fees, assessments, or
other charges of whatever nature, imposed by any Governmental Authority, or by
any department, agency or other political subdivision or taxing authority. If
any such taxes, levies, imposts, duties, fees, assessments or other charges are
imposed (excluding taxes based on Bank’s income), the Borrowers will pay such
additional amounts as may be necessary so that payment of principal of and
interest on the Loans and other amounts payable hereunder, after withholding or
deduction for or on account thereof, will not be less than any amount provided
to be paid hereunder and, in any such case, Parent will furnish to Bank
certified copies of all tax receipts evidencing the payment of such amounts
within 30 days after the date any such payment is due pursuant to applicable
Laws.




4.5       Payment on Non-Business Day;
Payment Computations. Except as otherwise provided in this Agreement to
the contrary, whenever any installment of principal of, or interest on, any Loan
or other amount due hereunder becomes due and payable on a day which is not a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day and, in the case of any installment of principal, interest shall be
payable thereon at the rate per annum determined in accordance with this
Agreement during such extension.




4.6       Indemnification. If
any Borrower makes any payment of principal with respect to any portion of any
Loan not bearing interest at the Daily Adjusted LIBOR Rate on any other date
than the last day of an interest period applicable thereto, or if any Borrower
fails to borrow the Loans after notice has been given to Bank to borrow at the
30-Day Adjusted LIBOR Rate, the 60-Day Adjusted LIBOR Rate or the 90-Day
Adjusted LIBOR Rate in accordance with this Agreement, or if any Borrower fails
to make any payment of principal or interest in respect of any Loan when due,
the Borrowers shall reimburse Bank on demand for any resulting loss or expense
incurred by Bank, including without limitation any loss incurred by Bank in
obtaining, liquidating or employing deposits from third parties, whether or not
Bank shall have funded or committed to fund any such Loan. A statement as to the
amount of such loss or expense, prepared in good faith and in reasonable detail
by Bank and submitted by Bank to Parent, shall be conclusive and binding for all
purposes absent manifest error in computation. Calculation of all amounts
payable to Bank under this Section shall be made as though Bank shall have
actually funded or committed to fund the portion of the Loan so prepaid or not
borrowed through the purchase of an underlying deposit in an amount equal to the
amount of such Loan in the London interbank market and having a maturity
comparable to the related interest period and through the transfer of such
deposit to a domestic office of Bank in the United States; provided, however,
that Bank may fund the Loan in any manner it sees fit and the foregoing
assumption shall be utilized only for the purpose of calculation of amounts
payable under this Section.


34




4.7       Method for Calculating
Interest. All interest payable on the Loans and other Obligations shall
be calculated on the basis of a 360-day year by multiplying the applicable,
outstanding principal amount by the applicable per annum rate, multiplying the
product thereof by the actual number of days elapsed, and dividing the product
so obtained by 360.




4.8       No Requirement to Actually
Obtain Funds. Notwithstanding the fact that the Interest Rate pursuant to
any Loan may be calculated based upon Bank’s cost of funds, each Borrower agrees
that Bank shall not be required actually to obtain funds from such source at any
time.




4.9       Usury Limitation. In
no event shall the amount of interest due or payable on any Loan exceed the
maximum rate of interest allowed by applicable Laws and, if any such payment is
paid by any Borrower or received by Bank, then such excess sum shall be credited
as a payment of principal, unless Parent shall notify Bank in writing that
Parent, on behalf of the Borrowers, elects to have such excess sum returned to
it forthwith. It is the express intent of the parties hereto that no Borrower
shall pay and Bank shall not receive, directly or indirectly, in any manner
whatsoever, interest in excess of that which may be lawfully paid by any
Borrower under applicable Laws.




ARTICLEV




5.         CONDITIONS
PRECEDENT




The
obligation of Bank to make the Loans and any Advance hereunder is subject to the
following conditions precedent:




5.1       Documents Required for the
Closing. Prior to or concurrently with the Closing, the following
instruments and documents, duly executed by all proper Persons and in form and
substance satisfactory to Bank, shall have been delivered to
Bank:




(A)          
This Agreement;




(B)Each
Note;




(C)Each Borrower’s
Closing Certificate;




(D)With respect to
each Borrower (other than a Borrower that is an individual), a certificate of an
officer or other representative acceptable to Bank dated as of the date of this
Agreement, certifying as to the incumbency and signatures of the
representative(s) of such Borrower signing, as applicable, this Agreement and
each of the other Loan Documents, and each other document to be delivered
pursuant hereto, together with the following documents attached
thereto:


(1)A
      copy of the resolutions of such applicable Person’s Governing Body
      authorizing the execution, delivery and performance of this Agreement,
      each of the Loan Documents, and each other document to be delivered
      pursuant hereto, as applicable;(2)A
      copy, certified as of the most recent date practicable by the secretary of
      state (or similar Governmental Authority) of the state, province, or other
      Jurisdiction where such Person is organized, of such Person’s
      Organizational Documents filed with such secretary of state (or similar
      Governmental Authority);(3)A copy of such
      Person’s other Organizational
Documents;


35




(E)          A
certificate, as of the most recent date practicable, of the secretary of state
(or similar appropriate Governmental Authority) and department of revenue or
taxation (or similar appropriate Governmental Authority) of each Jurisdiction in
which each Borrower (other than a Borrower that is an individual and other than
for NeedleTech Products, Inc.) is organized as to the existence and good
standing of each such Person within such Jurisdiction (unless such Governmental
Authorities do not issue such certificates of existence and/or good standing),
and a certificate, as of the most recent date practicable, of the secretary of
state (or similar appropriate Governmental Authority) of each state where any of
the Collateral is located as to the qualification and good standing of each
Borrower (other than a Borrower that is an individual) as a foreign entity doing
business in each such state (unless such Governmental Authorities do not issue
such certificates of existence and/or good standing);




(F)          A
written opinion of counsel to Borrowers, dated as of the date of Closing and
addressed to Bank, in form and substance acceptable to Bank;




(G)          The
Most Recent Financial Statements;




(H)          UCC
lien search reports showing no Liens, except for the Permitted
Liens;




(I)           The
Borrower shall have entered into a Hedging Contract with respect to the Term
Loan satisfactory to the Bank at the time of execution and delivery
thereof;




(J)          Evidence
satisfactory to Bank that each Borrower has obtained all insurance policies as
required under this Agreement and/or any of the other Loan Documents, together
with evidence satisfactory to Bank that all premiums therefor have been paid and
that all such policies are in full force and effect; and




(K)         Receipt
and approval by Bank of any other items reasonably required to be provided to
Bank, and not otherwise set forth above.




5.2       Certain Events Required for
Closing and for all Advances. At the time of the Closing and at the
time of each Advance, Bank shall be satisfied that:




(A)          No
Default shall have occurred and be continuing;




(B)          No
Material Adverse Change shall have occurred;




(C)          All
of the Loan Documents shall have remained in full force and effect;




(D)          The
Borrowers shall have paid all fees, expenses, costs, and other amounts then due
and payable to Bank, including, but not limited to, the Fees;




(E)          All
Indebtedness to be prepaid, redeemed or defeased with the proceeds of any
Advance shall have been satisfied and extinguished, or provision for such
satisfaction and extinguishment acceptable to Bank shall have been made;
and




(F)          There
shall exist no action, suit, investigation, litigation or proceeding affecting
any Borrower pending or threatened before any court, governmental agency or
arbitrator that purports to affect the legality, validity or enforceability of
this Agreement or any other Loan Document or the consummation of the financing
transaction contemplated hereby.


36




5.3       Certain Events Required for
Advances After Trigger Event. At the time of each Advance after a Trigger
Event, each Borrower shall have complied with all of its covenants and
agreements set forth in Article VIII of this Agreement.




5.4       Election to Make Advances
Prior to Satisfaction of Conditions Precedent. In the event Bank, at its
option, elects to make one or more Advances prior to receipt and approval of all
items required by this Article, such election shall not constitute any
commitment or agreement of Bank to make any subsequent Advance until all items
required by this Article have been delivered.




ARTICLEVI




6.         REPRESENTATIONS
AND WARRANTIES.




Each
Borrower represents and warrants to Bank, knowing that Bank will rely on such
representations and warranties as an inducement to make the Loans,
that:




6.1       Borrowers’ Existence.
Each Borrower is a corporation duly organized, existing and in good standing
under the laws of the Jurisdiction of its incorporation, is duly qualified and
in good standing as a foreign corporation in each Jurisdiction where the nature
of its business or the ownership of its properties requires it to be so
qualified, and has full corporate power and authority to consummate the
transactions contemplated by this Agreement.




6.2       Borrowers’ Authority.
The execution, delivery and performance of all of the Loan Documents have been
duly authorized by all requisite action by each Borrower. All of the Loan
Documents have been duly executed and delivered and constitute valid and binding
obligations of each Borrower, enforceable against each Borrower in accordance
with their respective terms (except as may be limited by applicable Bankruptcy
Laws and other Laws affecting the enforceability of creditors’ rights generally
and principles of equity), and Bank will be entitled to the benefits of all of
the Loan Documents.




6.3       Borrowers’ Names. Set
forth on Schedule
6.3 is a complete and accurate list of (i) all names under which each
Borrower has done business in the last six years, and (ii) the names of all
Persons whose assets were acquired in the last six years by any Borrower outside
of such Person’s Ordinary Course of Business and which assets are included as
assets of each Borrower on the Most Recent Financial
Statements.




6.4       Consents or
Approvals. No consent of any Third Person and no authorization, approval
or other action by, and no notice to or filing with, any Governmental Authority
or other Third Person is required either (i) for the due execution, delivery,
recordation, filing or performance by any Borrower of this Agreement or any
other Loan Document or for the consummation of the transaction contemplated
hereby, (ii) for the mortgage, pledge, assignment, or grant by any Borrower of
the Lien granted pursuant to the Security Documents, (iii) for the perfection or
maintenance of the Lien created by the Security Documents, except for the filing
or recording of the Mortgage, the Assignment of Rents and the Financing
Statements, or (iv) for the exercise by Bank of its rights or remedies provided
for in this Agreement or in any of the other Loan Documents, except as may be
required by applicable Laws in connection with the foreclosure and disposition
of the Collateral. All applicable waiting periods, if any, in connection with
the financing transaction contemplated hereby have expired without any action
having been taken by any Person restraining, preventing or imposing materially
adverse conditions upon the rights of any Borrower to enter into and perform its
obligations under this Agreement.


37




6.5       Violations or Actions
Pending. Except as disclosed on Schedule 6.5,
there are no actions, suits, or proceedings pending or, to the Borrower’s
knowledge, threatened, which if determined adversely to any Borrower (after
taking into account any applicable insurance coverage therefor) might reasonably
be expected to have a Material Adverse Effect. No Borrower is in violation of
any agreement the violation of which will or might reasonably be expected to
have a Material Adverse Effect, and no Borrower is, to the Borrower’s knowledge,
in violation of any order, judgment, or decree of any court, or any statute or
governmental regulation to which any Borrower is subject, which could reasonably
be expected to have a Materially Adverse Effect. The execution and performance
of any Loan Document by each Borrower will not result in any breach of any
mortgage, lease, credit or loan agreement or any other instrument that is
binding on any Borrower or its assets.




6.6       Borrowers’
Affiliates. No Borrower has any Affiliates other than as disclosed on the
Most Recent Financial Statements.




6.7       Existing
Indebtedness. There is not existing any default or event of default by
any Borrower with respect to any of the Existing Indebtedness for borrowed
money.




6.8       Material Contracts.
There is not existing any default or event of default under any Material
Contract.




6.9       Tax Returns. Except
as disclosed on Schedule 6.9,
or as may otherwise be permitted herein, (a) all federal, state, local and
other tax returns and reports of each Borrower required by Laws have been
completed in full and have been duly filed, (b) all taxes, assessments and
withholdings shown on such returns or billed to each Borrower have been paid
(subject to each Borrower’s right to contest any such taxes in good faith by
appropriate proceedings), (c) each Borrower maintains adequate provisions and
accruals in respect of all such federal, state, local and other taxes,
assessments and withholdings, and (d) there are no due and unpaid assessments
pending against any Borrower for any taxes or withholdings which could
reasonably be expected to have a Material Adverse Effect.




6.10     Financial Statements.
All Financial Statements heretofore given and hereafter given to Bank are and
will be prepared in accordance with Generally Accepted Accounting Principles,
and fairly represent and will fairly represent the financial conditions of the
Persons to which they pertain, and no Material Adverse Change has or will have
occurred in the financial conditions reflected therein after the respective date
thereof upon delivery to Bank, except as may be disclosed in writing to
Bank.




6.11     Good and Marketable
Title. Each Borrower has (a) good and insurable legal title to (in the
case of fee interests in real property), (b) valid leasehold interests in (in
the case of leasehold interests in real or personal property), and (c) good
title to (in the case of all other personal property), all of its properties and
assets reflected in the Most Recent Financial Statements, in each case except
for assets disposed of since the date of such financial statements as permitted
in this Agreement. Such properties and assets, including, without limitation,
the Collateral, are subject to no Liens, except for Permitted
Liens.




6.12     Borrowers’ Real Property
Locations. Set forth on Schedule
6.12 is a complete and accurate list of the Real Property, showing as of
the date hereof the street address, county or other relevant jurisdiction,
state, and record owner thereof.




6.13     Solvency. Each
Borrower is Solvent.


38




6.14     ERISA. Each Plan is
and has been administered in compliance in all material respects with all
applicable Laws, including without limitation, the applicable provisions of
ERISA and the Internal Revenue Code, except to the extent that any such failure
of compliance would not have a Material Adverse Effect. No ERISA Event has
occurred and is continuing or, to the knowledge of any Borrower, is reasonably
expected to occur with respect to any Plan, in either case that would be
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect. No Plan has any Accumulated Funding Deficiency, and no Borrower nor any
ERISA Affiliate has engaged in a transaction that could be subject to Section
4069 or 4212(c) of ERISA, in either instance where the same would be reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect. No
Borrower nor any ERISA Affiliate is required to contribute to or has, or has at
any time had, any liability to a Plan subject to Title IV of
ERISA.




6.15     Priority of Liens.
Upon the occurrence of a Trigger Event, Bank’s Lien will constitute a first Lien
against the Collateral, prior to all other Liens, including those which may
thereafter accrue, except for the Permitted Liens.




6.16     Patents,
Copyrights, Etc. Set forth on Schedule
6.16 is a complete and accurate list of all registered patents,
trademarks, trade names, service marks, and copyrights, and all applications
therefor and licenses thereof, of each Borrower, reflecting the Jurisdiction in
which registered, the registration number, the date of registration and the
expiration date, and each Borrower owns or has the right to use all such
patents, trademarks, trade names, service marks, and copyrights, and all
applications therefor and licenses thereof; and except as set forth on Schedule
6.16, no Collateral is subject to any license agreement relating to
patents, trademarks, trade names, service marks, or copyrights which could,
directly or indirectly, preclude or render impracticable the realization of the
Lien granted to Bank under any Loan Document or materially diminish the value of
such Collateral.




6.17     Drug Laws. Except as
could not reasonably be expected to have a Material Adverse Effect, no Borrower
is in violation of or subject to any existing, pending or, to the knowledge of
any Responsible Officer, overtly threatened investigation or inquiry by any
Governmental Authority under any applicable Drug Laws. Each Borrower will
promptly notify Bank if any Borrower becomes aware of any such pending or
threatened investigation or inquiry. Each Borrower has obtained all Governmental
Approvals required under any Drug Laws and relating to the operation of each
Borrower’s business (except to the extent the failure to obtain the same could
not reasonably be expected to have a Material Adverse Effect).




6.18     Environmental
Matters. Neither the Real Property nor any Borrower is subject to any
existing, pending or threatened investigation or inquiry by any Governmental
Authority pursuant to any Environmental Law, or in material violation of any
remedial obligations under any applicable Environmental Laws, except as set
forth on Schedule
6.18; no Borrower has obtained or is required to obtain any Governmental
Approvals to construct, occupy, operate or use any buildings, improvements,
fixtures or equipment in connection with the Real Property by reason of any
Environmental Laws; and no Petroleum Products, Hazardous Substance, Hazardous
Materials or Solid Wastes have been disposed of or released on the Real Property
in amounts that would result in a material violation of applicable Environmental
Law, or in amounts that would be reasonably likely to have a Material Adverse
Effect on any Borrower, and each Borrower covenants and agrees that it will not
cause there to be any material violation of any Environmental Law in connection
with its ownership and use of the Real Property, including any material
violation arising from the disposal or release of Petroleum Products, Hazardous
Substances, Hazardous Materials or Solid Wastes on the Real Property.
Notwithstanding anything to the contrary herein, each Borrower shall indemnify
and hold Bank harmless from and against any fines, charges, expenses, fees,
Attorneys’ Fees and costs incurred by Bank in the event any Borrower is
hereafter determined to be in violation of any Environmental Laws applicable
thereto. This indemnity shall survive any foreclosure or deed in lieu of
foreclosure and repayment of the Loans.


39




6.19     Condemnation. There
are no proceedings pending, or, to the Borrower’s knowledge, threatened, to
exercise any power of condemnation or eminent domain, with respect to the Real
Property, or any interest therein.




6.20     Full Disclosure. All
material factual information heretofore or contemporaneously furnished to Bank
in writing by or on behalf of any Borrower for purposes of or in connection with
this Agreement and the transactions contemplated hereby is, and all other such
factual information hereafter furnished to Bank in writing by or on behalf of
each Borrower will be, true and accurate in all material respects on the date as
of which such information is dated or certified (or, if such information has
been amended or supplemented, on the date as of which any such amendment or
supplement is date or certified), and not made incomplete by omitting to state a
material fact necessary to make the statements contained therein, in light of
the circumstances under which such information was provided, not misleading.
Notwithstanding the foregoing provisions of this Section, any projections and
pro forma financial information contained in such materials are based upon good
faith estimates and assumptions believed by such Borrower to be reasonable at
the time made, it being recognized by Bank that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.




6.21     Regulated Industries.
No Borrower is (i) an “investment company,” a company “controlled” by an
“investment company,” or an “investment advisor,” within the meaning of the
Investment Company Act of 1940, as amended, or (ii) a “holding company,” a
“subsidiary company” of a “holding company,” or an “affiliate” of a “holding
company,” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company,” within the meaning of the Public Utility Holding Company
Act of 2005, as amended.




6.22     Insurance. Schedule
6.22 sets forth a true and complete summary of all insurance policies or
arrangements carried or maintained by each Borrower. The assets, properties and
business of each Borrower are insured against such hazards and liabilities,
under such coverages and in such amounts, as are customarily maintained by
prudent companies similarly situated and under policies issued by insurers of
recognized responsibility.




6.23     Tax Shelter
Regulations. No Borrower intends to treat any Advance as being a
“reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4). In the event that any Borrower determines to take any action
inconsistent with such intention, such Borrower promptly will notify Bank
thereof. If any Borrower so notifies Bank, each Borrower acknowledges that Bank
may treat the Advances as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and Bank will maintain the lists and other
records required by such Treasury Regulation.




6.24     Excluded Collateral.
Except as set forth on Schedule
6.24, there are no Material Contracts which are the subject of the
exclusion from the Collateral as set forth in Section 8.1(C).




6.25     Margin Stock. No
Borrower is engaged, nor will it engage, principally or as one of its important
activities, in the business of extending credit for the purpose of “purchasing”
or “carrying” any “margin stock” within the respective meanings of the quoted
terms under Regulation U as now and from time to time hereafter in
effect.




6.26     Continuing
Effectiveness. All representations and warranties contained herein shall
be deemed to be made at and as of the date of Closing and at and as of the date
of any Advance, except to the extent that such representations and warranties
expressly relate solely to an earlier date (in which case such representations
and warranties shall have been true and accurate on and as of such earlier date)
and except for changes in factual circumstances specifically permitted
hereunder, and such representations and warranties shall be deemed to be
incorporated by reference in each requisition for an Advance by any Borrower
unless Parent specifically notifies Bank of any change
therein.


40




ARTICLEVII




7.         THE BORROWERS’
COVENANTS




Each
Borrower does hereby covenant and agree with Bank that, so long as any of the
Obligations remain unsatisfied or the Loan Commitment remains outstanding, each
Borrower at all times will comply or cause to be complied with the following
covenants:




7.1       Affirmative
Covenants.




(A)Payment and Performance of
Obligations. Each Borrower will duly and promptly pay and perform all of
such Borrower’s (i) Hedging Obligations in accordance with the terms of any
Hedging Contract with the Bank or any of its affiliates and (ii) all other
Obligations to Bank according to the terms of this Agreement and the other Loan
Documents, and will cause each other Borrower to perform such other Borrower’s
Obligations to Bank according to the terms of this Agreement and the other Loan
Documents.




(B)Use of Proceeds. Each
Borrower will use the proceeds of the Loans only for the purposes permitted
herein, or as Bank may have otherwise approved from time to time; and each
Borrower will furnish Bank such evidence as it may reasonably require with
respect to such uses.




(C)Financial Reporting.
Parent will furnish or cause to be furnished to Bank:


(1)Within
      forty-five (45) days after each Quarter-End (a) an unaudited
      (management-prepared) income statement of Parent and its consolidated
      Subsidiaries for the applicable fiscal quarter, and (b) an unaudited
      (management-prepared) balance sheet of Parent and its consolidated
      Subsidiaries for the applicable fiscal quarter, all in reasonable detail
      with Bank having full access to all supporting schedules and comments, and
      certified by the Parent’s president, principal financial officer or other
      employee designated by Parent and acceptable to the Bank to have been
      prepared in accordance with Generally Accepted Accounting Principles
      consistently applied, except for any inconsistencies explained in such
      certificate;(2)Within one
      hundred twenty (120) days after each Fiscal Year-End (a) an income
      statement of Parent and its consolidated Subsidiaries for such Fiscal
      Year, and (b) a balance sheet of Parent and its consolidated Subsidiaries
      as of the end of such Fiscal Year, all in reasonable detail, including all
      supporting schedules and comments; such statements and balance sheets to
      be audited by Dixon Hughes PLLC, or by another independent certified
      public accountant reasonably acceptable to Bank, and certified by such
      accountants to have been prepared in accordance with Generally Accepted
      Accounting Principles consistently applied, except for any inconsistencies
      explained in such certificate; in addition, Parent will obtain from such
      independent certified public accountants and deliver to Bank, within one
      hundred twenty (120) days after the close of each Fiscal Year, their
      written statement that in making the examination necessary to their
      certification they have obtained no knowledge of any Default, or
      disclosing all Defaults of which they have obtained knowledge; provided,
      however, that in making their examination such accountants shall not be
      required to go beyond the bounds of generally accepted auditing procedures
      for the purpose of certifying financial statements; and during the
      existence of a Default or Event of Default and after Bank has sent prior
      notice to the Parent, Bank shall have the right, from time to time, to
      discuss any Borrower’s affairs directly with such Borrower’s accountants,
      and any such accountants are authorized and directed to give Bank any
      information Bank may request at any time regarding the financial affairs
      of any Borrower and are authorized and directed to furnish Bank with
      copies of any documents in their possession related
    thereto;




41




(3)              
      Within forty-five (45) days after each Quarter-End, a Compliance
      Certificate for the applicable fiscal quarter, certified to be correct by
      the Parent’s principal financial officer or other employee designated by
      Parent and acceptable to the Bank;(4)               
      Promptly upon receipt thereof, copies of any “management letter” submitted
      to Parent by its certified public accountants in connection with each
      annual, interim or special audit, and promptly upon completion thereof,
      any response reports from any Borrower in respect
  thereof;(5)               
      Promptly after sending or making available or filing of the same, copies
      of all reports, proxy statements and financial statements that Parent
      and/or its consolidated Subsidiaries sends or makes available to its
      Equity Owners and all registration statements and reports that Parent
      and/or its consolidated Subsidiaries files with the Securities and
      Exchange Commission (or any other similar Governmental Authority), the
      National Association of Securities Dealers or any national securities
      exchange;(6)               
      Not later than the sixtieth (60th)
      day after the commencement of each fiscal year, deliver Projections (as
      hereinafter defined) to Bank for the Parent and its consolidated
      Subsidiaries for such fiscal year. “Projections” means forecasted
      consolidated and consolidating (i) balance sheets prepared on an annual
      basis, (ii) profit and loss statements prepared on a quarterly basis, and
      (iii) cash flow statements prepared on an annual basis, all prepared on a
      consistent basis with the historical financial statements of Parent and
      its consolidated Subsidiaries, together with appropriate supporting
      details and a statement of underlying assumptions; and(7)               
      Any other financial information reasonably requested by Bank from time to
      time.




(D)          Fees and Expenses.
The Borrowers will pay or cause to be paid when due (i) all fees or expenses
owing to Bank, including the Fees; and (ii) all expenses involved in perfecting
Bank’s Lien or the priority of Bank’s Lien and all other expenses of Bank
related to the Loan, or the protection and preservation of the Collateral, or
the enforcement of any provision of this Agreement, or the preparation of this
Agreement, any of the other Loan Documents, or amendments to any of them,
including, without limitation, recording fees and taxes, tax, title and lien
search charges, title insurance charges, Attorneys’ Fees (including Attorneys’
Fees at trial and on any appeal by Borrower or Bank), real property taxes and
insurance premiums.




(E)          Certification. Each
Borrower will certify to Bank upon request by Bank that:


(1)     
                Such Borrower
      has complied with and is in compliance with all terms, covenants and
      conditions of this Agreement which are binding upon it;(2)    
                There exists
      no Default; or, if such is not the case, that one or more specified
      Defaults have occurred; and




42





(3)    
                The
      representations and warranties contained in this Agreement are true with
      the same effect as though made on the date of such certificate, except to
      the extent that such representations and warranties expressly relate
      solely to an earlier date (in which case such representations and
      warranties shall have been true and accurate on and as of such earlier
      date) and except for changes in factual circumstances specifically
      permitted
hereunder.




(F)          Right of Inspection.
Each Borrower will, when requested so to do, make available during normal
business hours for inspection and audit by duly authorized representatives of
Bank any of its Records, and will furnish Bank any information regarding its
business affairs and financial condition within a reasonable time after written
request therefor. Each Borrower shall reimburse Bank for all costs associated
with such audit if the audit reveals a material discrepancy in any financial
report, statement or other document provided to Bank pursuant to this
Agreement.




(G)          Records. Each
Borrower will keep accurate and complete Records, consistent with sound business
practices.




(H)          Income Tax Returns.
Within forty-five (45) days of Bank’s request therefor, each Borrower will
furnish or cause to be furnished to Bank copies of income tax returns filed by
such Borrower.




(I)           
Third-Party
Indebtedness. Each Borrower will pay when due (or within applicable grace
periods) all Indebtedness due Third Parties, unless the failure so to pay such
Indebtedness would not give rise to a Material Adverse Change.




(J)           
Change in Principal
Place of Business. Each Borrower will notify Bank thirty (30) days in
advance of any change in the location of such Borrower’s principal place of
business.




(K)          Notices of Certain
Events. Each Borrower will promptly (and in any event within ten (10)
Business Days after) notify Bank in writing if any Responsible Officer of such
Borrower obtains actual knowledge of any of the following:


(1)               
      the occurrence of any Default or Event of Default, together with a written
      statement of a Responsible Officer specifying the nature of such Default
      or Event of Default, the period of existence thereof and the action that
      such Borrower has taken and proposes to take with respect
      thereto;(2)    
                the
      institution or threatened institution of any action, suit, investigation
      or proceeding against or affecting any Borrower, including any such
      investigation or proceeding by any Governmental Authority (other than
      routine periodic inquiries, investigations or reviews), which if adversely
      determined, and after taking into account any applicable insurance
      coverage, would be reasonably likely, individually or in the aggregate, to
      have a Material Adverse Effect, and any material development in any
      litigation or other proceeding previously reported pursuant to this
      paragraph;(3)     
                the receipt by
      any Borrower from any Governmental Authority of (i) any notice asserting
      any failure by any Borrower to be in compliance with applicable Laws or
      that threatens the taking of any action against any Borrower or sets forth
      circumstances that, if taken or adversely determined, would be reasonably
      likely to have a Material Adverse Effect, or (ii) any notice of any actual
      or threatened suspension, limitation or revocation of, failure to renew,
      or imposition of any restraining order, escrow or impoundment of funds in
      connection with, any license, permit, accreditation or authorization of
      any Borrower, where such action would be reasonably likely to have a
      Material Adverse Effect;




43





(4)     
                the occurrence
      of any ERISA Event, together with (i) a written statement of a Responsible
      Officer specifying the details of such ERISA Event and the action that
      such Borrower has taken and proposes to take with respect thereto, (ii) a
      copy of any notice with respect to such ERISA Event that may be required
      to be filed with the PBGC, and (iii) a copy of any notice delivered by the
      PBGC to such Borrower or such ERISA Affiliate with respect to such ERISA
      Event;(5)     
                the occurrence
      of any material default under, or any threatened termination or
      cancellation received in writing of, any Material Contract, where such
      material default, termination or cancellation of which would be reasonably
      likely to have a Material Adverse Effect;(6)     
                the occurrence
      of any of the following: (i) the assertion of any claim of any violation
      of Environmental Laws against or affecting any Borrower or any of the Real
      Property; (ii) the receipt by any Borrower of notice from any Governmental
      Authority of any alleged violation of or noncompliance with any
      Environmental Laws; or (iii) the taking of any remedial action by any
      Borrower or any other Person in response to the actual or alleged
      generation, storage, release, disposal or discharge of any Hazardous
      Substances on, to, upon or from any of the Real Property; but in each case
      under clauses (i), (ii) and (iii) above, only to the extent the same would
      be reasonably likely to have a Material Adverse Effect;
  and(7)    
                any other
      matter or event that has, or would be reasonably likely to have, a
      Material Adverse Effect, together with a written statement of a
      Responsible Officer setting forth the nature and period of existence
      thereof and the actions that such Borrower has taken and proposes to take
      with respect thereto.




(L)          
ERISA. Each
Borrower will:


(1)               
      Fund all its Plans in accordance with no less than the minimum funding
      standards of Section 302 of ERISA;(2)     
                Upon demand of
      Bank, furnish Bank, promptly after the filing of the same, with copies of
      all reports or other statements filed with the United States Department of
      Labor or the Internal Revenue Service with respect to all such Plans;
      and(3)     
                Promptly
      advise Bank of the occurrence of any Reportable Event or Prohibited
      Transaction with respect to any such
Plan.




(M)         Maintenance of
Properties. Each Borrower will maintain in good repair, working order and
condition, ordinary wear and tear excepted, all material properties used or
useful in its business of and from time to time will make or cause to be made
all appropriate repairs, renewals and replacements thereof.


44




(N)          Insurance Covenants.
Each Borrower will maintain, or cause to be maintained, public liability
insurance, and fire and extended coverage insurance on all of such Borrower’s
Tangible Property, all in such form and amounts as are consistent with industry
practices and with such insurers as may be reasonably satisfactory to Bank. Any
or all insurance required by this Agreement may be maintained under one or more
blanket insurance policies. Such policies shall contain a provision whereby they
cannot be canceled except upon thirty (30) days written notice to Bank and
shall, in the case of the fire and extended coverage policies, upon and after
the execution and delivery of a Mortgage following the occurrence of a Trigger
Event, be endorsed to name Bank as loss payee/mortgagee. Each Borrower will,
upon request, furnish or cause to be furnished to Bank a Certificate of
Insurance, duly executed by the authorized agent, and other such evidence of
insurance as Bank may require. Each Borrower hereby agrees that, in the event
Borrowers fail to pay or cause to be paid the premium on any such insurance,
Bank may do so and be reimbursed by Borrowers therefor. Bank hereby acknowledges
and agrees that it has reviewed each Borrower’s insurance coverage as in effect
on the date of closing and that such insurance complies with the applicable
requirements of this Agreement.




(O)          Maintaining Bank
Accounts. Each Borrower covenants and agrees that, within ninety (90)
days after the date of Closing (or with respect to any Person first becoming a
Borrower after the Closing Date, then within ninety (90) days after becoming a
Borrower), each Borrower shall establish, and shall thereafter maintain, all of
its primary Deposit Accounts and disbursement accounts except for local payroll
accounts (collectively, the “Disbursement Accounts”), only with Bank and other
banks approved by Bank (the “Approved Bank Accounts”), the current listing of
the Approved Bank Accounts being attached hereto as Schedule
7.1(O).




(P)          Filing Fees and
Taxes. Each Borrower covenants and agrees to pay, or cause to be paid,
all recording and filing fees, revenue stamps, taxes and other expenses and
charges payable in connection with the execution and delivery to Bank of this
Agreement and the other Loan Documents, and the recording, filing, satisfaction,
continuation and release of any financing statements or other instruments filed
or recorded in connection herewith or therewith.




(Q)          Material Contracts.
Each Borrower covenants and agrees to provide Bank with notice of (a) the
cancellation or termination of any Material Contract to which it is a party; (b)
any material amendment or other modification of any such Material Contract; (c)
any waiver of any material default or material breach of any such Material
Contract; or (d) any other action taken in connection with any such Material
Contract, if such action would give rise to a Material Adverse
Change.




(R)          Underlying
Documentation. Each Borrower covenants and agrees that such Borrower
will, upon the request therefor by Bank, promptly deliver, or cause to be
delivered, to Bank copies of any or all of the Material Contracts.




(S)          Delivery of Tax Clearance
Certificates. NeedleTech Products, Inc., shall deliver to the Bank on or
before October 15, 2009, a certificate issued by the department of revenue or
taxation (or similar appropriate Governmental Authority) of Massachusetts as to
the good standing of NeedleTech Products, Inc. Galt Medical Corp. shall deliver
to the Bank on or before June 30, 2009, a certificate issued by the department
of revenue or taxation (or similar appropriate Governmental Authority) of Texas
as to the good standing of Galt Medical Corp.




(T)          Further Assurances.
Each Borrower covenants and agrees that, at each Borrower’s cost and expense,
upon request of Bank, each Borrower shall duly execute and deliver, or cause to
be duly executed and delivered, to Bank such further instruments and documents
and do and cause to be done such further acts as may be reasonably necessary or
proper in the opinion of Bank or its counsel to carry out more effectively the
provisions and purposes of this Agreement.




7.2         Negative Covenants. Each Borrower does
hereby covenant with Bank as follows, so long as any of the Obligations remain
unsatisfied or the Loan Commitment remains outstanding:


45




(A)          Lines of Business. No
Borrower will engage in any business other than the Permitted Lines of
Business.




(B)          Fundamental Changes.
No Borrower will change its name, enter into any merger, consolidation,
liquidation, reorganization or recapitalization, or dissolve; provided, however, that (i) any Borrower (other
than Parent) may merge or be consolidated with any other non-Parent Borrower;
(ii) any Borrower may merge with or be consolidated with Parent so long as
Parent is the surviving corporation; and (iii) a Borrower may merge or
consolidate with another Person (other than another Borrower) so long as
(x) such Borrower is the surviving corporation, and (y) such merger or
consolidation is a Permitted Acquisition.




(C)          Asset Dispositions.
No Borrower will make any Asset Disposition other than Permitted Transfers of
Assets.




(D)          Acquisitions. Without
the execution and delivery of the Joinder Agreements (if a stock or other equity
acquisition) and compliance with the conditions set forth in the Joinder
Agreements, no Borrower will consummate any Acquisition or enter into any
agreement with respect to any Acquisition, other than Permitted
Acquisitions.




(E)          Subsidiaries. No
Borrower will, without Bank’s prior consent, create or acquire any Subsidiary in
connection with an Acquisition or otherwise, unless such Subsidiary becomes a
Borrower.




(F)          Guaranties. No
Borrower will become liable, directly or indirectly, as guarantor, for any
obligation of any other Person (other than for a Borrower) in an amount
exceeding $250,000 in the aggregate.




(G)          Equity Interests. No
Borrower will, without Bank’s prior written consent, issue, redeem, purchase or
retire any of its Equity Interests or grant or issue any warrant, right or
option pertaining thereto or any other security convertible into any of the
foregoing, nor otherwise permit any voluntary transfer, sale, redemption,
retirement, or other change in the ownership of any Equity Interests of such
Borrower by the owners of such Equity Interests if the same would result in a
Change in Control.




(H)          Margin Stock. No
Borrower will directly or indirectly apply any part of the proceeds of the Loans
to the purchasing or carrying of any “margin stock” within the meaning of
Regulation T, Regulation U or Regulation X, or any regulations, interpretations
or rulings thereunder.




(I)          
Environmental
Compliance. No Borrower will treat, store, handle, discharge, or dispose
of any Hazardous Materials, Petroleum Products, or Solid Wastes except in
material compliance with all Environmental Laws.




(J)          
Accounting
Policies. No Borrower will make or permit any material changes in its
accounting policies, except as may be required or allowed by Generally Accepted
Accounting Principles.




(K)          Negative Pledges.
Except with respect to (i) specific property encumbered to secure payment of
particular Indebtedness or to be sold pursuant to an executed agreement with
respect to a permitted Asset Disposition, and (ii) restrictions by reason of
customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses and similar agreements entered into in the
Ordinary Course of Business (provided that such restrictions are
limited to the property or assets secured by such Liens or the property or
assets subject to such leases, licenses or similar agreements, as the case may
be), no Borrower will enter into any agreement prohibiting the creation or
assumption of any Lien (other than a Permitted Lien) upon any of its properties
or assets, whether now owned or hereafter acquired.


46




(L)          AffiliateTransactions. Except for agreements reflected in the Most Recent
Financial Statements, agreements currently in effect and listed onSchedule
7.2 (L) attached hereto, and agreements which provide only for either
Permitted Investments or Permitted Indebtedness, no Borrower will enter into any
agreement, transaction or series of transactions where any Affiliate (other than
a wholly owned Subsidiary that is a Borrower), shareholder, director, or officer
of such Borrower is a party thereto, except in the Ordinary Course of Business
and upon fair and reasonable terms that are no less favorable to it than would
obtain in a comparable arm’s length transaction with a Person other than an
Affiliate, Subsidiary, shareholder, director, or officer of such
Borrower.




7.3       Financial
Covenants.




(A)         Financial Tests.
During the term of this Agreement, Borrowers will maintain or cause to be
maintained, on a consolidated basis, tested as of the end of each fiscal
quarter:


(1)                 
      A ratio of Senior Liabilities to Tangible Net Worth of not more than 1.5
      to 1.0;(2)                 
      Fixed Charge Coverage Ratio of not less than 1.25 to
  1.0;(3)                 
      Liquid Assets at all times of not less than
  $10,000,000.00;(4)                 
      Borrowers will not make, incur, create, or assume any Capital Expenditures
      (other than (i) Special NeedleTech Capital Expenditures and (ii) that
      portion of Permitted Acquisitions consisting of Capital Expenditures)
      exceeding $10,000,000 on a cumulative basis for all Borrowers in any
      fiscal year.




(B)          Investments. Without the prior written
consent of the Bank, no Borrower will make any Investment other than Permitted
Investments.




(C)          Indebtedness. Without the prior
written consent of the Bank, no Borrower will incur, create, assume, or permit
to exist any Indebtedness except Permitted Indebtedness.




ARTICLE VIII




8.         COLLATERAL
SECURITY




8.1       Grant of Lien and Security
Interest.




(A)          Effective
as of the occurrence of any Trigger Event and upon the giving of a Trigger Event
Notice, and without any other action being required by any Person, as security
for the prompt satisfaction of all Obligations, each Borrower hereby assigns,
transfers and sets over to Bank all of such Borrower’s Interest in and to, and
grants Bank a Lien on, upon and in the Collateral.




(B)          No
submission by any Borrower to Bank of a schedule or other particular
identification of Collateral shall be necessary to vest in Bank security title
to and a security interest in each and every item of Collateral now existing or
hereafter created and acquired, but rather such title and security interest
shall vest in Bank immediately upon the creation or acquisition or any item of
Collateral hereafter created or acquired, without the necessity for any other or
further action by any Borrower or by Bank.


47




(C)          Notwithstanding
anything to the contrary contained in this Agreement, in no event shall the
security interest granted under Article VIII or under any other Loan Document
attach to, or the term “Collateral” be deemed to include, (a) any lease,
Assigned Agreement, license, contract, property rights or agreement to which any
Borrower is a party or any of its rights or interests thereunder if, and for so
long as, the grant of such security interest shall constitute or result in (i)
the abandonment, invalidation or unenforceability of any right, title or
interest of any Borrower therein or (ii) a breach or termination pursuant to the
terms of, or a default under, any such Document, lease, Assigned Agreement or
other license, contract, property rights or agreement or the violation of any
applicable law (other than to the extent that any such term would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any
successor provision or provisions) of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of equity);
provided, however that such security interest shall attach immediately at such
time as the condition causing such abandonment, invalidation or unenforceability
shall be remedied and to the extent severable, shall attach immediately to any
portion of such lease, Assigned Agreement or other license, contract, property
rights or agreement that does not result in any of the consequences specified in
(i) or (ii) above; provided further, however, that upon and after the occurrence
of any Trigger Event, and upon demand of Bank, each Borrower will use
commercially reasonable efforts to obtain any consent from any Person a party to
any such lease, license, contract or other agreement as Bank deems reasonably
necessary to cause such property to be included within the
Collateral.




8.2       Perfection and Maintenance of
Lien.




(A)          Effective
as of the occurrence of any Trigger Event and upon the giving of a Trigger Event
Notice, and without any other action being required by any Person, each Borrower
authorizes Bank to file one or more Financing Statements (including initial
financing statements and continuation and amendment statements) to perfect
Bank’s Lien in the Collateral pursuant to the Uniform Commercial Code, such
Financing Statements to be in form and substance as required by Bank. Bank
agrees to provide Borrower with a copy of any Financing Statements filed by
Bank.




(B)          Upon
the occurrence of a Trigger Event and upon the giving of a Trigger Event Notice,
in connection with Bank’s Lien, each Borrower will:


(1)               
      Execute and deliver, and cause to be executed and delivered, such
      documents and instruments, including amendments to the Security Documents
      and Financing Statements (including amendments thereto and continuation
      statements thereof) in form satisfactory to Bank as Bank, from time to
      time, may specify, and pay, or reimburse Bank upon demand for paying, all
      costs and taxes of filing or recording the same in such Jurisdictions as
      Bank may designate; and(2)                Take
      such other steps as Bank, from time to time, may direct to protect,
      perfect, and maintain Bank’s
Lien.




8.3       Mortgage and Other Real
Estate Documentation. Upon the occurrence of any Trigger Event and the
giving of a Trigger Event Notice, as promptly as reasonably practicable (and in
no event later than sixty (60) days following the giving of any Trigger Event
Notice), each Borrower owning Real Property shall execute and deliver to Bank
such documents and instruments as may be required to perfect Bank’s Lien in all
of the Real Property and to cause the same to become Mortgaged Property under
and as contemplated in this Agreement. In addition, each such Borrower shall
execute and deliver the following (or in the case of subsection (3) below, use
its commercially reasonable best efforts to deliver to
Bank):


48




(A)A Mortgage,
together with the following:


(1)               
      Evidence that such Mortgage has been duly recorded in all filing or
      recording offices that Bank may deem necessary or desirable in order to
      create a valid first Lien on the Mortgaged Property in favor of Bank and
      that all filing and recording taxes and fees have been
    paid;(2)               
      A Title Insurance Policy with respect to each parcel of Mortgaged
      Property, with endorsements as required by Bank and in an amount
      acceptable to Bank, issued, coinsured and reinsured by a Title Insurance
      Company, insuring the applicable Mortgage to be a valid first Lien on the
      applicable Mortgaged Property, free and clear of all Liens (including, but
      not limited to, mechanics’ and materialman’s Liens), excepting only
      Permitted Liens and other Liens approved by Bank in its discretion, and
      providing for such other affirmative insurance and such coinsurance and
      direct access reinsurance as Bank may deem necessary or
      desirable;(3)              
      To the extent obtainable by Borrowers after using commercially reasonable
      efforts, such consents and agreements of lessors, lessees, and other Third
      Parties, and such estoppel letters and other confirmations, as Bank may
      deem necessary or desirable;(4)              
       Evidence that all other action that Bank may deem necessary or
      desirable in order to create a valid first Lien on the Mortgaged Property
      has been taken;




(B)An Assignment of
Rents, together with evidence that such Assignment of Rents has been duly
recorded in all filing or recording offices that Bank may deem necessary or
desirable in order to create a valid Lien on the property described therein in
favor of Bank and that all filing and recording taxes and fees have been
paid;




(C)Financing
Statements with respect to the Mortgaged Property, together with evidence that
such Financing Statements have been duly recorded in all filing or recording
offices that Bank may deem necessary or desirable in order to create a valid
Lien on the Mortgaged Property described therein, and that all filing and
recording taxes and fees have been paid;




(D)Written opinions of
counsel to Borrowers as to the due execution, authorization, delivery and
enforceability of the Mortgage, dated as of the date of the Mortgage and
addressed to Bank, in form and substance acceptable to Bank;




(E)UCC-11 reports
showing no Liens superior to Bank’s Lien in the Mortgaged Property, except for
the Permitted Liens;




(F)Evidence
satisfactory to Bank that such Borrower has obtained, or caused to be obtained,
all insurance policies with respect to the Mortgaged Property as required under
this Agreement and/or any of the other Loan Documents, together with evidence
satisfactory to Bank that all premiums therefor have been paid and that all such
policies are in full force and effect;




(G)A survey of the
Mortgaged Property acceptable to Bank, certified to Bank and the Title Insurance
Company in a manner satisfactory to Bank by a land surveyor duly registered and
licensed in the state in which the Mortgaged Property is located and acceptable
to Bank, and either (i) evidence satisfactory to Bank that none of the
Mortgaged Property is located in a flood hazard area, or (ii) a flood
insurance policy satisfactory to Bank;


49




(H)          If
required by Bank, an appraisal of the Mortgaged Property, made at each
Borrower’s expense, which must be by an M.A.I. appraiser engaged and approved by
Bank, and must be in form and substance satisfactory to Bank and meeting the
requirements of Bank; and




(I)       
   Except as may be waived by Bank (which waiver may be
conditioned upon the execution and delivery of an environmental questionnaire
reflecting no environmental conditions reasonably unacceptable to Bank), an
environmental/hazardous substances survey and report with respect to the
Mortgaged Property, as reasonably approved by Bank, and reports and
certifications in such form and from such Person(s) as Bank may reasonably
require.




8.4       Appointment of Bank as
Attorney-in-Fact. Each Borrower hereby constitutes and appoints Bank, or
any other Person whom Bank may designate, as such Borrower’s attorney-in-fact
(such appointment being coupled with an interest and being irrevocable), at each
Borrower’s sole cost and expense, to exercise any one or more rights and powers
which each Borrower might exercise on its own behalf to perform its obligations
under this Article VIII and to cause Bank’s Lien to attach to the Collateral and
be perfected as provided for under this Agreement (and all acts of such
attorney-in-fact or designee taken pursuant to this Section are hereby ratified
and approved by each Borrower, and said attorney or designee shall not be liable
for any acts or omissions nor for any error of judgment or mistake of fact or
law); provided, however, that Bank agrees to not
exercise such rights and powers with respect to the matters set forth in Section
8.3 unless and until sixty (60) days shall have passed after the occurrence of a
Trigger Event, and Borrowers shall have failed to satisfy their obligations
under Section 8.3 hereof.




8.5       Access to Properties.
Upon and after the occurrence of a Trigger Event, each Borrower will permit Bank
and its agents to have access to the Collateral at reasonable times during
normal business hours, upon reasonable advance written notice. In exercising
such rights of access, Bank shall cause its employees and agents to conduct such
visits (i) in accordance with such safety procedures as such Borrower may
impose and (ii) in a manner calculated to minimize any disruption to the
conduct of such Borrower’s business.




8.6       Borrowers’ General Covenants
and Agreements Pertaining to the Collateral. Each Borrower covenants and
agrees that upon and after the occurrence of a Trigger Event:




(A)          Subject
to its right to make Permitted Transfers of Assets, each Borrower shall be and
remain the owner of all real estate on which any of the Collateral is located;
or if not, except as otherwise agreed to by Bank, such Borrower shall use
commercially reasonable efforts to obtain from each owner of said real estate a
written waiver or subordination (in form and substance satisfactory to Bank) of
any landlord’s Lien or other Lien said owner might have with respect to the
Collateral, and such Borrower shall deliver the same to Bank.




(B)          Upon
request of Bank, each Borrower shall promptly deliver to Bank the certificates
of title for any motor vehicles now or hereafter included in the Collateral that
are subject to the title Laws of any state of the United States of America or
any other Jurisdiction and shall join with Bank in executing any applications
and other documents and taking any other actions necessary or desirable in
Bank’s opinion to perfect Bank’s Lien in such vehicles. Bank may retain
possession of such certificates of title until payment in full of all the
Obligations and/or until Bank’s Lien on such motor vehicle is
terminated.




50




(C)Each Borrower shall
furnish to Bank from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as Bank may reasonably request, all in reasonable
detail.




(D)Each Borrower shall
keep and maintain at its own cost and expense satisfactory and complete Records
of the Collateral at its principal place of business, and, to the extent
necessary to perfect, protect and maintain Bank’s Lien, mark the Collateral with
Bank’s name or in such other manner as shall be reasonably satisfactory to Bank.
After the occurrence of and during the continuance of any Event of Default, each
Borrower shall deliver copies of such Records to Bank at any time on demand of
Bank.




(E)Each Borrower shall
provide Bank with copies of all agreements between such Borrower and any
warehouse at which any Collateral may, from time to time, be kept and all lease
or similar agreements between such Borrower and any other Person, whether such
Borrower is lessor or lessee thereunder.




(F)Upon any Borrower’s
receipt of any Collateral which is evidenced or secured by an Instrument,
Document or Chattel Paper and upon demand of Bank, such Borrower shall deliver
the original thereof (or each executed or original counterpart if more than one)
in such Borrower’s possession to Bank, together with appropriate endorsements
and/or assignments in form and substance acceptable to Bank.




ARTICLE IX




9.     
   DEFAULT




9.1       Events of Default.
The occurrence of any one or more of the following events shall constitute an
Event of Default hereunder:




(A)Any Borrower shall
fail to pay as and when due (i) any installment of interest or fee or any
other amount payable under this Agreement or any Note, or any other Obligations,
and such failure is not cured within five (5) days, or (ii) any installment of
principal payable under this Agreement or such Note or such other Obligations;
provided, however, that the failure to pay any Obligations consisting of Hedging
Obligations shall not be an Event of Default hereunder unless and until the same
constitutes an “Event of Default” under such Hedging Contract.




(B)Any Borrower shall
fail to pay, perform or observe any other obligation, condition, or covenant to
be observed or performed by it under this Agreement or any other Loan Document,
and such failure shall continue for thirty (30) days or ten (10) days, in the
case of any covenant contained in Sections 7.2 or 7.3 hereof after the
earlier of:




(1)                 Notice
of such failure from Bank; or




(2)                
Bank is notified of such failure or should have been so notified pursuant to the
provisions of this Agreement or any other Loan Document.




(C)There shall occur
any Event of Default as defined and provided under any other Loan Document or
any Event of Default as defined and provided under any Hedging
Contract.




51




(D)The validity or
enforceability of this Agreement or any other Loan Document shall be contested
by any Borrower, and/or any Borrower shall deny that it has any or further
liability or obligation hereunder or thereunder.


(E)Assignment or
attempted assignment by Borrower of this Agreement, any rights hereunder, or any
Advance to be made hereunder.
  (F)The transfer of any
Borrower’s interest in, or rights under, this Agreement by operation of law or
otherwise, including, without limitation, such transfer by any Borrower as
debtor in possession under the Bankruptcy Code, or by a trustee for any Borrower
under the Bankruptcy Code, to any Person, whether or not the obligations of such
Borrower under this Agreement are assumed by such Person.
  (G)The dissolution of
any Borrower, or any Change in Control.




(H)Any financial
statement, representation, warranty or certificate made or furnished by any
Borrower to Bank in connection with this Agreement, or as inducement to Bank to
enter into this Agreement, or in any separate statement or document to be
delivered hereunder to Bank, shall be materially false, incorrect, or incomplete
when made.




(I) Any Borrower
shall admit its inability to pay its debts as they mature, or shall make an
assignment for the benefit of itself or any of its creditors.




(J) Proceedings
in Bankruptcy, or for reorganization of any Borrower, or for the readjustment of
any of its debts, under the Bankruptcy Code, as amended, or any part thereof, or
under any other Laws, whether state or federal, for the relief of debtors, now
or hereafter existing, shall be commenced by any Borrower, or shall be commenced
against any Borrower, and in the latter instance, such proceedings are not
discharged within sixty (60) days.




(K)A receiver or
trustee shall be appointed for any Borrower or for any substantial part of its
assets, or any proceedings shall be instituted for the dissolution or the full
or partial liquidation of any Borrower, and such receiver or trustee shall not
be discharged within thirty (30) days of his appointment, or such proceedings
shall not be discharged within sixty (60) days of its commencement, or Borrower
shall discontinue business or materially change the nature of its
business.




(L)If any Borrower
shall not be Solvent at the time of the filing of any Financing Statement or
recordation of any Mortgage as provided under this Agreement.




Provided
that with respect to each of the foregoing, an Event of Default will be deemed
to have occurred upon the occurrence of the applicable event without notice
being required if Bank is prevented from giving notice by Bankruptcy or other
applicable Law.




9.2       No Advances After
Default. Notwithstanding any provision contained herein or in any other
Loan Document to the contrary, Bank shall have the absolute right to refuse to
make, and shall be under no obligation to make, any further Advances upon the
occurrence and during the continuance of any Payment Default, any Financial
Covenant Default or any Incurable Default.




9.3       Acceleration. All
Obligations shall, at the option of Bank, become immediately due and payable,
Without Notice, upon the occurrence of an Event of Default without further
action of any kind.


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9.4       General Remedies.
Upon the occurrence of any Event of Default, Bank shall have, in addition to the
rights and remedies given it by this Agreement and the other Loan Documents, all
those allowed by all applicable Laws, including but without limitation, the
Uniform Commercial Code. Without limiting the generality of the foregoing, Bank
may immediately, Without Notice, sell at public or private sale or otherwise
realize upon, the whole or, from time to time, any part of the Collateral, or
any interest which any Borrower may have therein.




9.5       Bank’s Additional Rights and
Remedies. Upon the occurrence of any Event of Default and except as may
otherwise be prohibited or expressly provided for to the contrary under
applicable Law, in addition to any rights or remedies Bank may otherwise have
under this Agreement, any other Loan Documents, or under applicable Laws,
Without Notice, Bank shall have the right to take any or all of the following
actions at the same or different times:




(A)          
To cancel Bank’s obligations arising under this Agreement;




(B)To institute
appropriate proceedings to specifically enforce performance of the terms and
conditions of this Agreement;




(C)To take immediate
possession of the Collateral;




(D)To appoint or seek
appointment of a receiver, Without Notice and without regard to the solvency of
any Borrower or the adequacy of the security, for the purpose of preserving the
Collateral, preventing waste, and to protect all rights accruing to Bank by
virtue of this Agreement and the other Loan Documents. All expenses incurred in
connection with the appointment of such receiver, or in protecting, preserving,
or improving the Collateral, shall be charged against the Borrowers and shall be
secured by Bank’s Lien;




(E)To proceed to
perform any and all of the duties and obligations and exercise all the rights
and remedies of any Borrower contained in the Assigned Agreements as fully as
such Borrower could itself;




(F)To notify
Purchasers that Accounts have been assigned to Bank, demand and receive
information from Purchasers with respect to Accounts, forward invoices to
Purchasers directing them to make payments to Bank, collect all Accounts in
Bank’s or any Borrower’s name and take control of any cash or non-cash proceeds
of Collateral;




(G)To enforce payment
of any Accounts, to prosecute any action or proceeding with respect to Accounts,
to extend the time of payment of any and all Accounts, to make allowances and
adjustments with respect thereto and to issue credits in the name of Bank or any
Borrower;




(H)To settle,
compromise, extend, renew, release, terminate or discharge, in whole or in part,
any Account or deal with the same as Bank may deem advisable;




(I) To require
each Borrower to open all mail only in the presence of a representative of Bank,
who may take therefrom any remittance on Collateral;




(J)  To charge,
set-off and otherwise apply all or any part of the Obligations against the
Deposit Accounts, or any part thereof;




(K)To exercise any and
all rights and remedies of any Borrower under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral, including, without
limitation, any and all rights of any Borrower to demand or otherwise require
payment of any amount under, or performance of any provision of, any Assigned
Agreement;


53




(L)          To
enter upon the premises of any Borrower or any other place or places where the
Collateral is located and kept, and through self-help and without judicial
process, without first obtaining a final judgment or giving any Borrower notice
and opportunity for a hearing on the validity of Bank’s claim, without any
pre-seizure hearing as a condition to repossession through court action and
without any obligation to pay rent to any Borrower, to remove the Collateral
therefrom to the premises of Bank or of any agent of Bank, for such time as Bank
may desire, in order effectively to collect or liquidate the
Collateral;




(M)          To
require each Borrower, upon the request of Bank, to assemble the Inventory,
Equipment and any other property included in the Collateral and make it
available to Bank at places which Bank shall select, whether at any Borrower’s
premises or elsewhere, and to make available to Bank all of each Borrower’s
premises and facilities for the purpose of Bank’s taking possession of, removing
or putting the Inventory and such other goods in salable form;




(N)          To
collect, receive, appropriate, repossess and realize upon the Collateral, or any
part thereof, and to sell, lease, assign, give option or options to purchase, or
sell or otherwise dispose of and deliver the Collateral (or contract to do so),
or any part thereof, in one or more parcels, at public or private sale or sales,
at any exchange broker’s board or at any of Bank’s offices or elsewhere, at such
prices as Bank may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. Bank shall have the right upon any such
public sale or sales, and to the extent permitted by Law, to purchase the whole
or any part of the Collateral so sold, free of any right or equity of
redemption, which equity of redemption each Borrower hereby releases. Each
Borrower waives all claims, damages, and demands against Bank arising out of the
repossession, retention or sale of the Collateral;




(O)          To
use, and to permit any purchaser of any of the Collateral from Bank to use
without charge, any Borrower’s labels, General Intangibles, and advertising
matter or any property of a similar nature, as it pertains to, or is included
in, any of the Collateral, in advertising for sale, preparing for sale and
selling any Collateral, and finishing the manufacture, processing, fabrication,
packaging and delivery of the Inventory, and each Borrower’s rights under all
licenses and all franchise agreements shall inure to Bank’s
benefit;




(P)          To
send any written notice to any Borrower required by Law or this Agreement in the
manner set forth in this Agreement; and any notice sent by Bank in such manner
at least ten (10) Business Days (counting the date of sending) prior to the date
of a proposed disposition of the Collateral shall be deemed to be reasonable
notice (provided, however, that nothing contained herein shall be deemed to
require 10 days’ notice if, under the applicable circumstances, a shorter period
of time would be allowed under applicable Law);




(Q)          After
execution and delivery to Bank of the Mortgage and the Assignment of Rents, to
take possession of the Mortgaged Property and/or the Rents and have, hold,
manage, lease and operate the Mortgaged Property on such terms and for such
period of time as Bank may in its discretion deem proper, and, either with or
without taking possession of the Mortgaged Property in Bank’s own
name:


(1)               
      Make any payment or perform any act which any Borrower has failed to make
      or perform, in such manner and to such extent as Bank may deem necessary
      to protect the security provided for in this Agreement, or otherwise,
      including without limitation, the right to appear in and defend any action
      or proceeding purporting to affect the security provided for in this
      Agreement, or the rights or powers of
Bank;


54





(2)                
      Lease the Mortgaged Property or any portion thereof in such manner and for
      such Rents as Bank shall determine in its discretion;
or(3)               
      Demand, sue for, or otherwise collect and receive from all Persons all
      Rents, including those past due and unpaid, with full power to make from
      time to time all alterations, renovations, repairs or replacements of and
      to the Mortgaged Property (or any part thereof) as may seem proper to Bank
      and to apply the Rents to the payment of (in such order of priority as
      Bank, in its discretion, may
determine):





(a)      All
      expenses of managing the Mortgaged Property, including, without
      limitation, the salaries, fees and wages of a managing agent and such
      other employees as Bank may deem necessary or
desirable;(b)      All
      taxes, charges, claims, assessments, water rents, sewer rents, and any
      other liens, and premiums for all insurance which Bank may deem necessary
      or desirable, and the cost of all alterations, renovations, repairs, or
      replacements, and all expenses incidental to taking and retaining
      possession of the Mortgaged Property;(c)      All
      or any portion of any Loan; and/or(d)      All
      costs and Attorneys’ Fees incurred in connection
  therewith.




In
connection with the foregoing, each Borrower hereby authorizes and directs each
party to any Assigned Lease (other than such Borrower), upon receipt from Bank
of written notice to the effect that an Event of Default exists, to perform all
of its obligations under the Assigned Lease as directed by Bank, and to continue
to do as so directed until otherwise notified by Bank.




9.6       Right of Set-Off.
Upon the occurrence of and during the continuance of any Event of Default, Bank
may, and is hereby authorized by each Borrower, at any time and from time to
time, to the fullest extent permitted by applicable Laws, and Without Notice to
any Borrower, set-off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and any other Indebtedness at
any time owing by Bank to, or for the credit or the account of, any Borrower
against any or all of the Obligations of any Borrower now or hereafter existing
whether or not such Obligations have matured and irrespective of whether Bank
has exercised any other rights that it has or may have with respect to such
Obligations, including without limitation any acceleration rights. The aforesaid
right of set-off may be exercised by Bank against any Borrower or against any
trustee in Bankruptcy, debtor in possession, assignee for the benefit of the
creditors, receiver, or execution, judgment or attachment creditor of any
Borrower, or such trustee in Bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by Bank prior to the making, filing or issuance, or service upon Bank
of, or of notice of, any such petition; assignment for the benefit of creditors;
appointment or application for the appointment of a receiver; or issuance of
execution, subpoena, order or warrant. Bank agrees to promptly notify Parent, on
behalf of all Borrowers, after any such set-off and application, provided that
the failure to give such notice shall not affect the validity of such set-off
and application. The rights of Bank under this Section are in addition to the
other rights and remedies (including, without limitation, other rights of
set-off) which Bank may have.


55




9.7       No Limitation on Rights and
Remedies. The enumeration of the powers, rights and remedies in this
Article shall not be construed to limit the exercise thereof to such time as an
Event of Default occurs if, under applicable Law or any other provision of this
Agreement or any other Loan Document, Bank has any of such powers, rights and
remedies regardless of whether an Event of Default has occurred, and any
limitation contained herein or in any of the other Loan Documents as to Bank’s
exercise of any power, right or remedy for a period of time only during the
continuance of an Event of Default shall only be applicable at such time as Bank
shall have actual knowledge that such Event of Default is no longer continuing
and for a reasonable time thereafter as may be necessary for Bank to cease the
exercise of such powers, rights and remedies (it being expressly understood and
agreed that until such time as Bank shall obtain such knowledge and after the
expiration of such reasonable time, Bank shall have no liability whatsoever for
the commencement of or continuing exercise of any such power, right or
remedy).




9.8       Application of
Proceeds. Except as otherwise expressly required to the contrary by
applicable Law or any other Loan Document, the net cash proceeds resulting from
the exercise of any of the rights and remedies of Bank under this Agreement,
after deducting all charges, expenses, costs and Attorneys’ Fees relating
thereto, shall be applied by Bank to the payment of the Obligations, whether due
or to become due, in such order and in such proportions as Bank may elect; and
each Borrower shall remain liable to Bank for any deficiency.




9.9       Attorney-in-Fact.
Each Borrower hereby constitutes and appoints Bank, or any other Person whom
Bank may designate, as such Borrower’s attorney-in-fact (such appointment being
coupled with an interest and being irrevocable), at each Borrower’s sole cost
and expense, to exercise any one or more of the following rights and powers at
any time after the occurrence and during the continuance of an Event of Default
(and all acts of such attorney-in-fact or designee taken pursuant to this
Section are hereby ratified and approved by each Borrower, and said attorney or
designee shall not be liable for any acts or omissions nor for any error of
judgment or mistake of fact or law):




(A)To take or to
bring, in the name of Bank or in the name of each or any Borrower, all steps,
action, suits or proceeding deemed by Bank necessary or desirable to effect
collection of the Accounts;




(B)To settle, adjust,
compromise, extend, renew, discharge, terminate or release the Accounts in whole
or in part;




(C)To settle, adjust
or compromise any legal proceedings brought to collect the
Accounts;




(D)To notify
Purchasers to make payments on the Accounts directly to Bank or to a lockbox
designated by Bank;




(E)To transmit to
Purchasers notice of Bank’s interest in the Accounts and to demand and receive
from such Purchasers at any time, in the name of Bank or of each or any Borrower
or of the designee of Bank, information concerning the Accounts and the amounts
owing thereon;




(F)To use each or any
Borrower’s stationery and sign the name of each or any Borrower to verifications
of the Accounts and notices thereof to Purchasers;




(G)To sell or assign
any of the Collateral upon such terms, for such amounts and at such time or
times as Bank deems advisable, and to execute any bills of sale or assignments
in the name of each or any Borrower in relation thereto;


56




(H)To take control, in
any manner, of any item of payment on, or proceeds of, Collateral;




(I) To prepare,
file and sign each or any Borrower’s name on any proof of claim in Bankruptcy or
similar document against any Purchaser;




(J) To prepare,
file and sign each or any Borrower’s name on any notice of lien, assignment or
satisfaction of lien or similar document in connection with the
Collateral;




(K)To sign or endorse
the name of each or any Borrower upon any Chattel Paper, Document, Instrument,
invoice, freight bill, bill of lading, warehouse receipt or similar document or
agreement relating to the Collateral;




(L)To use the
information recorded on or contained in any data processing equipment and
computer hardware and software relating to the Collateral to which each or any
Borrower has access;




(M)To enter into
contracts or agreements for the processing, fabrication, packaging and delivery
of the Collateral as said attorney-in-fact or designee or Bank may from time to
time deem appropriate and charge each or any Borrower’s account for any costs
thereby incurred;




(N)To receive, take,
endorse, assign and deliver in Bank’s name or in the name of each or any
Borrower any and all checks, notes, drafts and other instruments;




(O)To receive, open
and dispose of all mail addressed to each or any Borrower and to notify postal
authorities to change the address for the delivery thereof to such address as
Bank may designate; and




(P)To do all acts and
things necessary, in Bank’s discretion, to fulfill each or any Borrower’s
obligations under this Agreement and to otherwise carry out the purposes of this
Agreement.




9.10      Default Costs. Each
Borrower hereby agrees to pay to Bank upon demand all Default Costs incurred by
Bank, which agreement shall be a continuing agreement and shall survive payment
of the Loan and termination of this Agreement.




9.11      Hedging Contracts and
Hedging Obligations Are Independent. Notwithstanding anything to the
contrary in this Article IX, any and all Hedging Obligations under any and all
Hedging Contracts between any Borrower and Bank or any affiliate of Bank shall
be due in accordance with and governed by the provisions of the relevant Hedging
Contracts and not by the provisions of this Agreement.




ARTICLE X




10.       MISCELLANEOUS




10.1      Termination of Bank’s
Lien. This Agreement and Bank’s Lien will not be terminated until one of
Bank’s officers signs a written termination or satisfaction agreement to such
effect. Even if all of the Obligations owing to Bank at any time should be paid,
Bank’s Lien will continue to secure any Obligation of any Borrower thereafter
arising until the written termination or satisfaction agreement referred to
above has been executed by Bank. Except as otherwise expressly provided for in
this Agreement, no termination of this Agreement shall in any way affect or
impair the representations, warranties, agreements, covenants, obligations,
duties and Obligations of any Borrower or the powers, rights, and remedies of
Bank under this Agreement with respect to any transaction or event occurring
prior to such termination, all of which shall survive such termination. Except
as may otherwise expressly be provided herein to the contrary, in no event shall
Bank be obligated to terminate Bank’s Lien or return or release the Collateral
or any portion thereof to any Borrower until Bank is no longer obligated to
extend credit to any Borrower under this Agreement and all Obligations are paid
in full (other than Obligations (i) with respect to Letters of Credit so long as
Bank has been provided with either cash collateral or a back-up letter of credit
as with respect thereto as required by Section 2.19 hereof and (ii) consisting
of other contingent Obligations (except Hedging Obligations) not then due and
payable).


57




10.2      Construction. The
provisions of this Agreement shall be in addition to those of any other Loan
Document and any guaranty, pledge or security agreement, mortgage, deed of
trust, security deed, note or other evidence of liability given by any Borrower
to Bank to or for the benefit of, all of which shall be construed as
complementary to each other, and all existing liabilities and obligations of
each Borrower to Bank and any Liens heretofore granted to or for the benefit of
Bank shall, except and only to the extent expressly provided herein to the
contrary, remain in full force and effect, and shall not be released, impaired,
diminished, or in any other way modified or amended as a result of the execution
and delivery of this Agreement or any other Loan Document or by the agreements
and undertaking of any Borrower contained herein and therein. Nothing herein
contained shall prevent Bank from enforcing any or all other notes, guaranties,
pledges or security agreements, mortgages, deeds of trust, or security deeds in
accordance with their respective terms. In the event of a conflict between any
of the provisions of this Agreement, the Notes, any one or more of the Security
Documents or any other Loan Document, the provisions most favorable to Bank
shall control.




10.3      Indemnity. Each
Borrower hereby agrees to indemnify Bank and its officers, directors, agents,
and attorneys against, and to hold Bank and all such other Persons harmless from
all Indemnified Losses resulting from any representation or warranty made by any
Borrower or on any Borrower’s behalf pursuant to this Agreement having been
false when made, or resulting from any Borrower’s breach of any of the covenants
set forth in this Agreement, which indemnification is in addition to, and not in
derogation of, any statutory, equitable, or common law right or remedy Bank may
have for breach of representation, warranty, statement or covenant or otherwise
may have under any of the Loan Documents. This agreement of indemnity shall be a
continuing agreement and shall survive payment of the Loan and termination of
this Agreement.




10.4      Bank’s Consent.
Except where otherwise expressly provided in the Loan Documents, in any instance
where the approval, consent, or the exercise of Bank’s judgment or discretion is
required or permitted, the granting or denial of such approval or consent and
the exercise of such judgment or discretion shall be (a) within the sole
discretion of Bank; and (b) deemed to have been given only by a specific
writing intended for the purpose given and executed by Bank.




10.5      Enforcement and Waiver by
Bank. Bank shall have the right at all times to enforce the provisions of
this Agreement, the Notes, and each of other Loan Documents in strict accordance
with the terms hereof and thereof, notwithstanding any conduct or custom on the
part of Bank in refraining from so doing at any time or times. The failure of
Bank at any time or times to enforce its rights under such provisions, strictly
in accordance with the same, shall not be construed as having created a custom
in any way or manner contrary to specific provisions of this Agreement or as
having in any way or manner modified or waived the same. All rights and remedies
of Bank are cumulative and the exercise of one right or remedy shall not be
deemed a waiver or release of any other right or remedy.




10.6      No Representation,
Assumption, or Duty. Nothing, including any Advance or acceptance of any
document or instrument, shall be construed as a representation or warranty,
express or implied, to any Person by Bank. Any inspection or audit of the
Collateral or the Records of any Borrower, or the procuring of documents and
financial and other information, by or on behalf of Bank shall be for Bank’s
protection only, and shall not constitute any assumption of responsibility by
Bank with respect thereto or relieve any Borrower of any of such Borrower’s
obligations.


58




10.7      Expenses of Bank. The
Borrowers will, on demand, reimburse Bank for all out-of-pocket expenses
incurred by Bank in connection with the preparation, amendment, modification or
enforcement of this Agreement and the other Loan Documents and/or in the
collection of any amounts owing from any Borrower or any other Person to Bank
under this Agreement or any other Loan Document and, until so paid, the amount
of such expenses shall be added to and become part of the amount of the
Obligations. Upon demand of Parent, Bank will provide reasonable documentation
with respect to all such expenses.




10.8      Attorneys’ Fees. If
at any time or times hereafter Bank employs counsel to advise or provide other
representation with respect to this Agreement, any Loan Document, or any other
agreement, document or instrument heretofore, now or hereafter executed by any
Borrower and delivered to Bank with respect to the Obligations, or to commence,
defend or intervene, file a petition, complaint, answer, motion or other
pleadings or to take any other action in or with respect to any suit or
proceeding relating to this Agreement, any Loan Document, or any other
agreement, instrument or document heretofore, now or hereafter executed by any
Borrower and delivered to Bank with respect to the Obligations, or to represent
Bank in any litigation with respect to the affairs of any Borrower, or to
enforce any rights of Bank or obligations of any Borrower or any other Person
which may be obligated to Bank by virtue of this Agreement, any Loan Document,
or any other agreement, document or instrument heretofore, now or hereafter
delivered to Bank by or for the benefit of any Borrower with respect to the
Obligations, or to collect from any Borrower any amounts owing hereunder, then
in any such event, all of the Attorneys’ Fees incurred by Bank arising from such
services and any expenses, costs and charges relating thereto shall constitute
additional obligations of each Borrower payable on demand and, until so paid,
shall be added to and become part of the Obligations.




10.9      Exclusiveness. This
Agreement, the Notes, the Security Documents, and any other Loan Documents made
pursuant hereto are made for the sole protection of each Borrower, Bank, and
Bank’s successors and assigns, and no other Person shall have any right of
action hereunder.




10.10    Waiver and Release by
Borrower. Unless and only to the extent as may be expressly provided for
herein or in any other Loan Document to the contrary, or as may be required (and
unwaivable) by applicable Laws, each Borrower (A) waives protest of all
commercial paper at any time held by Bank on which any Borrower is any way
liable; (B) waives notice of acceleration and of intention to accelerate; (C)
waives notice and opportunity to be heard, after acceleration, before exercise
by Bank of the remedies of self-help, set-off, or of other summary procedures
permitted by any applicable Laws or by any agreement with any Borrower, and
except where required hereby or by any applicable Laws which requirement cannot
be waived, notice of any other action taken by Bank; and (D) releases Bank and
its officers, attorneys, agents and employees from all claims for loss or damage
caused by any act or omission on the part of any of them except willful
misconduct or gross negligence.




10.11    Limitation on Waiver of
Notice, Etc. Notwithstanding any provision of this Agreement to the
contrary, to the extent that any applicable Law expressly limits any waiver of
any right contained herein or in any other Loan Document (including any waiver
of any notice or other demand), such waiver shall be ineffective to such
extent.


59




10.12    Additional Costs. In
the event that any applicable Law adopted, becoming effective, phased-in or
otherwise becoming applicable after the date of this Agreement, whether or not
presently applicable to Bank, or any interpretation or administration thereof by
any Governmental Authority charged with the interpretation or administration
thereof, or compliance by Bank with any guideline, request or directive of any
such Governmental Authority (whether or not having the force of law), shall (i)
affect the basis of taxation of payments to Bank of any amounts payable by any
Borrower under this Agreement (other than taxes imposed on the overall net
income of Bank), or (ii) 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 Bank, or (iii) impose any other condition with
respect to this Agreement, the Notes or the Loans, or (iv) affect the amount of
capital required or expected to be maintained by Bank, and the result of any of
the foregoing is to increase the cost to Bank of making, funding or maintaining
the any Loan or to reduce the amount of any amount receivable by Bank thereon,
then each Borrower shall pay to Bank from time to time, upon request by Bank,
additional amounts sufficient to compensate Bank for such increased cost or
reduced amount receivable to the extent Bank is not compensated therefor in the
computation of the interest rate applicable to such Loan. A statement as to the
amount of such increased cost or reduced amount receivable, prepared in good
faith and in reasonable detail by Bank and submitted by Bank to Parent, shall be
conclusive and binding for all purposes absent manifest error in
computation.




10.13    Illegality. In the
event that any applicable Law now or hereafter in effect and whether or not
presently applicable to Bank, or any interpretation or administration thereof by
any Governmental Authority charged with the interpretation or administration
thereof, or compliance by Bank with any guideline, request or directive of such
Governmental Authority (whether or not having the force of law), including
without limitation exchange controls, shall make it unlawful for Bank to make or
maintain loans based on LIBOR, upon Bank giving notice thereof to the Parent,
Bank may substitute any interest rates based on LIBOR under this Agreement with
a comparable interest rate reasonably determined by the Bank (each, a “LIBOR
Comparable Interest Rate”), and for so long as any of the foregoing in this
Section 10.13 remains in effect, the Loans shall bear interest at such LIBOR
Comparable Interest plus the Applicable Margin for the relevant
Loan.




10.14    Participation and
Assignments. Bank shall have the right at any time to sell one or more
participations to an Eligible Participant in all or any part of the Revolver
Loan Commitment, the Revolver Loan, the Term Loan or any other Obligation. The
holder of any such participation, other than an Affiliate of Bank, shall not be
entitled to require Bank to take or omit to take any action hereunder except
with respect to any amendment, modification or waiver that would (i) extend the
final scheduled maturity of any Loan, any Note or any Letter of Credit (unless
such Letter of Credit is not extended beyond the date which is thirty (30) days
prior to the Revolver Loan Maturity Date) in which such participant is
participating, or reduce the rate or extend the time of payment of interest or
fees thereon (except in connection with a waiver of applicability of the Default
Rate) or reduce the principal amount thereof, or increase the amount of the
participant’s participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Revolver Loan Commitment shall not constitute a change in the
terms of such participation, and that an increase in the Revolver Loan
Commitment shall be permitted without the consent of any participant if the
participant’s participation is not increased as a result thereof), or (ii)
release all or substantially all of the Collateral under the Security Documents
(except as expressly provided in the Loan Documents) supporting the Obligations
in which such participant is participating. To the extent permitted by law, each
participant also shall be entitled to the benefits of rights of set-off as
though it were Bank. Bank shall have the right to assign the Revolver Loan
Commitment, the Revolver Loan, the Term Loan, or its rights under the Loan
Documents, in whole or in part, without any Borrower’s prior consent to an
Eligible Assignee or during the existence of an Event of Default; otherwise,
Bank shall not have the right to make any such assignment without Parent’s
written consent (which consent shall not be unreasonably withheld or
delayed).


60




10.15    Binding Effect; No Borrower
Assignment. This Agreement shall inure to the benefit of, and shall be
binding upon, the respective successors and permitted assigns of the parties
hereto. No Borrower has any right to assign any of its rights or obligations
hereunder without the prior written consent of Bank, other than to another
Person in connection with a transaction permitted under Section
7.2(B).




10.16    Entire Agreement,
Amendments. This Agreement, including the Exhibits hereto, all of which
are hereby incorporated herein by reference, and the documents executed and
delivered pursuant hereto, constitute the entire agreement between the parties,
and may be amended only by a writing signed on behalf of each
party.




10.17    Severability. If any
provision of this Agreement, any Note, or any of the other Loan Documents shall
be held invalid under any applicable Laws, such invalidity shall not affect any
other provision of this Agreement or such other instrument or agreement that can
be given effect without the invalid provision, and, to this end, the provisions
hereof are severable.




10.18    Headings. The section
and paragraph headings hereof are inserted for convenience of reference only,
and shall not alter, define, or be used in construing the text of such sections
and paragraphs.




10.19    Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and
the same instrument.




10.20    Seal. This Agreement
is intended to take effect as an instrument under seal.




10.21    Confidentiality. Bank
shall hold all non-public information regarding each Borrower and its business
identified as such by such Borrower and obtained by Bank prior to, on or after
the date hereof in connection with the financing described in this Agreement in
accordance with Bank’s customary procedures for handling confidential
information of such nature, it being understood and agreed by each Borrower
that, in any event, Bank may make (i) disclosures of such information to
Affiliates of Bank and to their agents and advisors (and to other Persons
authorized by Bank to organize, present or disseminate such information in
connection with disclosures otherwise made in accordance with this Section
10.21), (ii) disclosures of such information reasonably required by any bona
fide or potential assignee, transferee or participant in connection with the
contemplated assignment, transfer or participation by Bank of the any Loan
(provided, such counterparties are advised of and agree in writing to be bound
by the provisions of this Section 10.21), (iii) disclosure to any rating agency
when required by it, provided that, prior to any disclosure, such rating agency
shall undertake in writing to preserve the confidentiality of any confidential
information relating to any Borrower received by it from Bank, and (iv)
disclosures required or requested by any governmental agency or representative
thereof or pursuant to legal process; provided, unless specifically prohibited
by applicable law or court order, Bank shall promptly notify Parent of each
request by any governmental agency or representative thereof, or by any Person
pursuant to legal process (other than any such request in connection with any
examination of the financial condition or other routine examination of Bank by
such governmental agency) for disclosure of any such non-public information
prior to disclosure of such information.




ARTICLE XI




11.       SUBMISSION TO JURISDICTION,
GOVERNING LAW AND NOTICES




11.1      Notices. Any notices
or consents required or permitted by this Agreement shall be in writing and
shall be deemed delivered if delivered in person or if sent by certified mail,
postage prepaid, return receipt requested, or telegraph, or facsimile, as
follows, unless such address is changed by written notice
hereunder:


61





(A)          If to
      Parent or any Borrower:c/o
      Theragenics Corporation5203
      Bristol Industrial WayBuford,
      Georgia 30518Attention: Mr.
      Francis J. TaralloFacsimile
      #(770) 831-5294with copies
      to:Robert
      C. Lewinson, Esq.Bryan
      Cave LLPOne
      Atlantic Center1201
      W. Peachtree Street NW14th
      FloorAtlanta,
      Georgia 30309Facsimile
      #(404) 572-6999(B)   
             If to
      Bank:Wachovia
      Bank171
      17th Street, N.W., 5th FloorMC
      GA4507Atlanta,
      Georgia 30363Facsimile
      #(404) 214-7309Attn:
      Ronald Edwardswith a copy
      to:Ed
      Snow, Esq.Burr
      & Forman LLP171
      17th Street N.W., 11th FloorAtlanta,
      Georgia 30363Facsimile
      #(404)
817-3244




11.2     Governing Law.
This Agreement is entered into and performable in Fulton County, Georgia, and
the substantive Laws, without giving effect to principles of conflict of laws,
of the United States and the State of Georgia shall govern the construction of
this Agreement and the documents executed and delivered pursuant hereto, and the
rights and remedies of the parties hereto and thereto, except to the extent that
the Uniform Commercial Code or other applicable Law requires that the
perfection, the effect of perfection or non-perfection, the priority of Bank’s
Lien under the Loan Documents, or the enforcement of certain of Bank’s remedies
with respect to the Collateral, be governed by the Laws of another
Jurisdiction.




11.3     SUBMISSION TO JURISDICTION;
WAIVER OF JURY TRIAL, ETC.




(A)          EACH
BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY:


62




(1)   
      SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING
      RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
      JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF
      THE COURTS OF THE STATE OF GEORGIA. THE COURTS OF THE UNITED STATES OF
      AMERICA FOR THE NORTHERN DISTRICT OF GEORGIA, AND APPELLATE COURTS FROM
      ANY THEREOF;(2)    
      CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS,
      AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
      ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
      PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR
      CLAIM THE SAME;(3)    
      AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
      EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
      SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO PARENT AT ITS
      ADDRESS SET FORTH IN THIS AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH BANK
      SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; AND(4)    
      AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO
      SUE IN ANY OTHER JURISDICTION.(B)  
              EACH BORROWER AND BANK
      HEREBY:(1)              
      IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING OR COUNTERCLAIM OF ANY TYPE AS TO ANY MATTER ARISING
      DIRECTLY OR INDIRECTLY OUT OF OR WITH RESPECT TO THIS AGREEMENT, THE
      NOTES, ANY OF THE OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT EXECUTED IN
      CONNECTION HEREWITH OR THEREWITH; AND(2)               
      AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT
      AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT
      BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY
      DISPUTE OR CONTROVERSY OF ANY KIND WHATSOEVER BETWEEN THEM SHALL INSTEAD
      BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A
      JURY.




* * * *
*


63




IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
duly authorized representatives as of the day and year first above
written.


BORROWERSTHERAGENICS
      CORPORATIONBy:
                                  /s/
      Francis J. TaralloIts:
                                  Chief
      Financial OfficerC.P.
      MEDICAL CORPORATIONBy:
                                  /s/
      Lynn M. RogersIts:
                                  TreasurerGALT
      MEDICAL CORP.By:
                                  /s/
      Lynn M. RogersIts:
                                  TreasurerNEEDLETECH
      PRODUCTS, INC.,By:
                                  /s/
      Lynn M. RogersIts:
                                  TreasurerBANK:WACHOVIA BANK, NATIONAL
      ASSOCIATION,
                                    successor
      by merger to SouthTrust BankBy:
                                  /s/
      Ron EdwardsRon
      Edwards. Senior Vice
President




64


EXHIBIT
A
 
 FORM
OF COMPLIANCE CERTIFICATE
 COMPLIANCE
CERTIFICATE
 FOR
THE PERIOD ENDING _______________
 
 To:
                    Wachovia
      Bank, National Association171
      17th St., 5th FloorMC
      4507Atlanta,
      GA  30363Attn:  _______________
 
 Pursuant
to that certain Amended and Restated Credit Agreement, dated as of May 27, 2009
(as amended from time to time, the “Credit Agreement”, capitalized terms used
herein as therein defined), among THERAGENICS CORPORATION, a
Delaware corporation and the other “Borrowers” thereto (collectively, the
“Borrower”), and WACHOVIA BANK,
NATIONAL ASSOCIATION(the “Bank”), the undersigned submits this
Compliance Certificate and certifies that the covenants and financial tests
described in the Credit Agreement are as follows:
 
 I.
                  Financial Statements and
      Reports
                  Compliance(Please
      Indicate)A.
                  Annual
      CPA audited, Fiscal Year-End financialstatements
      within 120 days after each Fiscal Year-End
                  Yes     NoB.
                  Quarterly
      unaudited financial statements within 45 daysafter
      each Quarter-End
                  Yes     NoII.
                  Senior Liabilities to Tangible Net
      WorthMaximum
      of 1.5 to 1.0 allowed.As
      of the Quarter ending _______________
 
 $_________
                  /$__________
      = ________
                  Yes     NoSenior
      Liabilities
                  TNW           
      Ratio
 
 III.
                Fixed Charge Coverage RatioMinimum
      of 1.25 to 1.0 allowed.As
      of the Quarter ending _______________
 
 $____________
                    /$____________
                    =
      ____________
                    Yes
                    Nothe
      sum of  (i) EBITDA for such period, plus (ii) rent and lease
      expense, solely to the extent deducted in the calculation of net earnings,
      plus (iii) recognized share-based compensation expense, solely to the
      extent deducted in the calculation of net earnings, plus (iv) one-time
      non-cash charges, solely to the extent deducted in the calculation of net
      earnings, including, without limitation, those related to Permitted
      Acquisitions, plus (v) for covenant calculations for periods ending prior
      to December 31, 2009, the non-cash goodwill and tradename impairment
      charges totaling $70,376,492, recorded in the fourth quarter of 2008, plus
      (vi) non-cash expenses for fair value adjustments related to interest rate
      swaps, minus (vii) non-cash gains for fair value adjustments related to
      interest rate swaps, minus (viii) Capital Expenditures which are not
      expended as part of Permitted Acquisitions, minus (x) the Special
      NeedleTech Capital Expenditures, minus (x) Restricted
    Payments
                    Fixed
      Charges
                    Ratio
 
 
 
 IV.
                  Liquid AssetsMinimum
      of $10,000,000 requiredActual
      Liquid Assets for thisreporting
      period equals $_____________
                  Yes     NoV.
                  Capital ExpendituresMaximum
      of $10,000,000 per fiscal yearActual
      Capital Expenditures for thisreporting
      period equals $_____________
                  Yes     NoVI.
                  AcquisitionsMaximum
      $7,500,000 during life of LoansActual
      cumulative amount of Acquisitionsequals
      $_____________
                  Yes     NoVII.
                  Purchase Money DebtMaximum
      $1,000,000 per fiscal yearActual
      cumulative purchase money debt forsubject
      fiscal year equals $_____________
                  Yes     No
 
 A.           The
undersigned has individually reviewed the provisions of the Credit Agreement and
a review of the activities of Borrower during the period covered by this
Compliance Certificate has been made in reasonable detail by or under the
supervision of the undersigned with a view to determining whether Borrower has
kept, observed, performed and fulfilled all of its obligations under the Credit
Agreement.
  A-2
  B.           Such
review did not disclose, and I have no knowledge of, the existence of any
Default or Event of Default which has occurred and is continuing [except as
disclosed on the attachment hereto].
 
 Executed
this ______ day of __________________, 20___.
 
 THERAGENICS
      CORPORATIONBy:
 
 A-3
 
 EXHIBIT
B
 FORM
OF CREDIT AGREEMENT JOINDER AGREEMENT
  THIS
CREDIT AGREEMENT JOINDER AGREEMENT (this “Agreement”) is made as of
__________________, 20_____, among Theragenics Corporation, a Delaware
corporation, C.P. Medical Corporation, a Delaware corporation, Galt Medical
Corp., a Texas corporation [and] NeedleTech Products, Inc., a Massachusetts
corporation [and list and previous Additional Borrowers] (collectively, the
“Existing Borrowers”) and ________________________________, a
_______________________________ (the “Additional Borrower”) and Wachovia Bank,
National Association, successor by merger to SouthTrust Bank (the
“Bank”);
  W I T N E
S S E T H
  WHEREAS,
the Bank and the Existing Borrowers are parties to that certain Amended and
Restated Credit Agreement dated as of May 27, 2009 (as amended, restated,
supplemented, extended or otherwise modified from time to time, the “Credit
Agreement”; unless otherwise defined herein, all capitalized terms shall have
the meanings given in the Credit Agreement), providing, subject to the terms and
conditions thereof, for extensions of credit to be made by the Bank to the
Existing Borrowers;
  WHEREAS,
Theragenics Corporation has agreed to purchase all of the issued and outstanding
capital stock of the Additional Borrower and, as result thereof, the Existing
Borrowers and the Additional Borrower are required by the terms of the Credit
Agreement to execute this Agreement in order for the Additional Borrower to
become a party to the Credit Agreement; and
  WHEREAS,
in consideration of the Bank’s commitment to make the credit facilities under
the Credit Agreement available to the Existing Borrowers and the Additional
Borrower, and in consideration of the support that the Existing Borrowers have
provided and may in the future provide to the Additional Borrower, each of the
parties hereto is willing to execute and deliver this Agreement to provide for
the Additional Borrower to become a “Borrower” under the Credit Agreement and to
amend certain provisions of the Credit Agreement;
  NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
  SECTION
1.           Joinder of Additional
Borrower as a Borrower under the Credit Agreement. The Additional
Borrower hereby becomes a party to the Credit Agreement and agrees to become
obligated and liable as a Borrower under and as defined in the Credit Agreement
for the payment and performance of all of the Obligations and agrees that each
of the representations, warranties, covenants, waivers and each of the other
terms and provisions of the Credit Agreement (as amended hereby) shall be the
valid and binding obligations of the Additional Borrower as if the Additional
Borrower had executed and delivered the same on the date of the Credit Agreement
(except that representations and warranties of Additional Borrower shall be
deemed initially made as of the effective date of this Agreement), the Credit
Agreement being incorporated herein by reference. In furtherance thereof, the
Additional Borrower hereby restates in part, and confirms that it is bound by
the provisions of, Section 8.1(A) of the Credit Agreement. Effective as of the
occurrence of any Trigger Event and upon the giving of a Trigger Event Notice,
and without any other action being required by any Person, as security for the
prompt satisfaction of all Obligations, the Additional Borrower hereby assigns,
transfers and sets over to Bank all of the Additional Borrower’s Interest in and
to, and grants Bank a Lien on, upon and in the Collateral, all upon the terms
and subject to the conditions and limitations set forth in the Credit
Agreement.
  
  SECTION
2.           Notices.  All
notices, requests and other communications to any party hereunder or under the
Credit Agreement shall be given or made in accordance with the provisions of
Section 11.1 of the Credit Agreement and the address for the Additional Borrower
for such notices under Section 11.1 shall be its address provided under its
signature below.
  SECTION
3.           Conditions
Precedent.  This Agreement shall (a) become effective upon the
occurrence of each of the following: (i) execution and delivery to the Bank of
(1) this Agreement by each party hereto, a Term Loan Note Joinder Agreement by
Additional Borrower, Existing Borrowers and Bank substantially in the form of
Exhibit D to the Credit Agreement, (2) a Revolver Loan Note Joinder Agreement by
Additional Borrower, Existing Borrowers and Bank substantially in the form of
Exhibit C to the Credit Agreement, (3) a Borrower’s Closing Certificate from the
Additional Borrower, (4) a certificate of an officer of the Additional Borrower
certifying as to the incumbency and signatures of such officer of the Additional
Borrower signing, as applicable, this Agreement and any other Loan Documents
executed on the date hereof, (5) a written opinion of counsel to the Additional
Borrower, dated as of the date of this Agreement and addressed to Bank, in form
and substance acceptable to Bank with respect to this Agreement [and the
consummation of the transactions (the “Stock Purchase”) contemplated by the
Stock Purchase Agreement (defined below)]; and  (ii) delivery to the
Bank of (1) a copy of the resolutions of the Additional Borrower’s board of
directors authorizing the execution, delivery and performance of this Agreement,
the Revolver Loan Note Joinder Agreement, the Term Loan Note Joinder Agreement
and any other Loan Document executed by the Additional Borrower on the date
hereof, (2) a copy, certified as of the most recent date practicable by the
secretary of state (or similar Governmental Authority) of the state, province,
or other Jurisdiction where the Additional Borrower is organized, of the
Additional Borrower’s Organizational Documents filed with such secretary of
state (or similar Governmental Authority), (3) a copy of the Additional
Borrower’s other Organizational Documents, (4) a certificate, as of the most
recent date practicable, of the secretary of state (or similar appropriate
Governmental Authority) of each Jurisdiction in which the Additional Borrower is
organized as to the existence and good standing of the Additional Borrower
within such Jurisdiction (unless such Governmental authorities do not issue such
certificates of existence and/or good standing), and a certificate, as of the
most recent date practicable, of the secretary of state (or similar appropriate
Governmental Authority) of each state where any of the Collateral of the
Additional Borrower is located as to the qualification and good standing of the
Additional Borrower as a foreign entity doing business in each such state
(unless such Governmental Authorities do not issue such certificates of
existence and/or good standing), (5) lien search reports showing no Liens,
except for the Permitted Liens, against the assets of, or the stock issued by,
the Additional Borrower, (6) evidence satisfactory to Bank that the Additional
Borrower has obtained all insurance policies as required under the Credit
Agreement, together with evidence satisfactory to Bank that all premiums
therefor have been paid and that all such policies are in full force and effect,
[(7) an executed copy of the Stock Purchase Agreement (and all exhibits,
schedules and amendments thereto) between Theragenics Corporation and the owners
of the capital stock of the Additional Borrower (the “Stock Purchase
Agreement”),] and (8) receipt and approval by Bank of any other items reasonably
required to be provided to Bank, and not otherwise set forth above, and (b)
after becoming effective, be deemed to be executed and delivered simultaneously
with the consummation of the Stock Purchase.
  SECTION
4.          Exhibits and Schedules to
the Credit Agreement; Representations and Warranties; Ratification and
Confirmation of Loan Documents.  (a)   Certain
Schedules to the Credit Agreement are amended and restated as set forth on
Exhibit A attached to this Agreement after giving effect to the Stock
Purchase and the terms of this Agreement.
  (b)           The
Existing Borrowers represent and warrant to Bank that all representations and
warranties given by the Existing Borrowers in the Credit Agreement, are true and
correct as of the date hereof in all material respects.  The Existing
Borrowers represent and warrant to Bank that the Existing Borrowers are in full
compliance with all of the covenants of the Existing Borrowers contained in the
Credit Agreement.
  B-2
  (c)           The
Additional Borrower represents and warrants to Bank that all representations and
warranties given by the Additional Borrower in the Credit Agreement, are true
and correct as of the date hereof in all material respects (except to the extent
such representations and warranties expressly relate solely to an earlier date,
in which case such representations and warranties shall have been true and
accurate on and as of such date, and except for changes in factual circumstances
specifically permitted under the Credit Agreement).  The Additional
Borrower represents and warrants to Bank that the Additional Borrower is in full
compliance with all of the covenants of the Additional Borrower contained in the
Credit Agreement.
  (d)           Except
as heretofore or herein expressly modified, or as may otherwise be inconsistent
with the terms of this Agreement (in which case the terms and conditions of this
Agreement shall govern), all terms of the Credit Agreement, as amended, and all
documents and instruments executed and delivered in furtherance thereof shall be
and remain in full force and effect, and the same are hereby ratified and
confirmed in all respects. Borrower agrees to pay directly, or reimburse Bank
for, all expenses, including the fees and expenses of legal counsel actually
incurred by Bank in connection with the preparation of the documentation to
evidence this Agreement.
  SECTION 5.           Miscellaneous.  (a)
This Agreement is entered into and performable in Fulton County, Georgia, and
the substantive Laws, without giving effect to principles of conflict of laws,
of the United States and the State of Georgia shall govern the construction of
this Agreement and the documents executed and delivered pursuant hereto, and the
rights and remedies of the parties hereto and thereto, except to the extent that
the Uniform Commercial Code or other applicable Law requires that the
perfection, the effect of perfection or non-perfection, the priority of Bank’s
Lien (if any) under the Loan Documents, or the enforcement of certain of Bank’s
remedies with respect to the Collateral, be governed by the Laws of another
Jurisdiction.
  (b)           If
any provision of this Agreement shall be held invalid under any applicable Laws,
such invalidity shall not affect any other provision of this Agreement or such
other instrument or agreement that can be given effect without the invalid
provision, and, to this end, the provisions hereof are severable.
  (c)           This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and
the same instrument.
  (d)           This
Agreement shall be attached to the Credit Agreement, provided, however, that any
failure to do so shall not invalidate this Agreement or the Credit
Agreement.
  [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK;
  SIGNATURES
ON THE FOLLOWING PAGES]
  B-3
  IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be duly executed, under seal, by its
authorized officer as of the day and year first above written.
  ADDITIONAL
      BORROWER:By:Name:Title:Address:  c/o
      Theragenics CorporationAttention:  Chief
      Financial OfficerFacsimile:  (770)
      831-5294EXISTING
      BORROWERS:THERAGENICS
      CORPORATIONBy:Name:Title:C.P.
      MEDICAL CORPORATIONBy:Name:Title:GALT
      MEDICAL CORP.By:Name:Title:NEEDLETECH
      PRODUCTS, INC.By:Name:Title:[LIST
      PREVIOUS ADDITIONAL BORROWERS]
  [SIGNATURES
CONTINUE ON NEXT PAGE]
 B-4
  BANK:WACHOVIA
      BANK, NATIONAL ASSOCIATION,
                      successor
      by merger to SouthTrust BankBy:Name:Title:
 
 B-5
 
 EXHIBIT
C
 FORM
OF REVOLVER LOAN NOTE JOINDER AGREEMENT
  THIS
REVOLVER LOAN NOTE JOINDER AGREEMENT (this “Agreement”) is made as of
__________________, 20_____, among Theragenics Corporation, a Delaware
corporation, C.P. Medical Corporation, a Delaware corporation, Galt Medical
Corp., a Texas corporation [and] NeedleTech Products, Inc., a Massachusetts
corporation [and list any previous Additional Borrowers] (collectively, the
“Existing Borrowers”) and ________________________________, a
_______________________________ (the “Additional Borrower”) and Wachovia Bank,
National Association, successor by merger to SouthTrust Bank (the
“Bank”);
  W I T N E
S S E T H
  WHEREAS,
the Bank and the Existing Borrowers are parties to that certain Amended and
Restated Credit Agreement dated May 27, 2009 (as amended, restated,
supplemented, extended or otherwise modified from time to time, the “Credit
Agreement”; unless otherwise defined herein, all capitalized terms shall have
the meanings given in the Credit Agreement), providing, subject to the terms and
conditions thereof, for extensions of credit to be made by the Bank to the
Existing Borrowers, including, but not limited to, a $30,000,000 [adjust if
accordion has been exercised] line of credit made by the Bank to the Existing
Borrowers, as evidenced by that certain Amended, Restated and Consolidated Line
of Credit Note dated May 27, 2009 payable by Existing Borrowers to the Bank (as
heretofore amended, restated or extended, the “Revolver Loan
Note”);
  WHEREAS,
[name of applicable Borrower] [has agreed to purchase] [is the owner of] all of
the issued and outstanding capital stock of the Additional Borrower and, as
result thereof, the Existing Borrowers and the Additional Borrower are required
by the terms of the Credit Agreement to execute this Agreement in order for the
Additional Borrower to become a party to the Revolver Loan Note;
and
  WHEREAS,
in consideration of the Bank’s commitment to make the credit facilities under
the Credit Agreement available to the Existing Borrowers and the Additional
Borrower, and in consideration of the support that the Existing Borrowers have
provided and may in the future provide to the Additional Borrower, each of the
parties hereto is willing to execute and deliver this Agreement to provide for
the Additional Borrower to become a “Borrower” under the Revolver Loan Note and
to amend certain provisions of the Revolver Loan Note;
  NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
  SECTION
1.           Joinder of Additional
Borrower as a Borrower under the Revolver Loan Note. The Additional
Borrower hereby becomes a party to the Revolver Loan Note and agrees to become
obligated and liable as a Borrower under and as defined in the Revolver Loan
Note for the payment of the Revolver Loan as provided therein and agrees that
each of the representations, warranties, covenants, waivers and each of the
other terms and provisions of the Revolver Loan Note (as amended hereby) shall
be the valid and binding obligations of the Additional Borrower as if the
Additional Borrower had executed and delivered the same on the date of the
Revolver Loan Note (except that representations and warranties of Additional
Borrower shall be deemed initially made as of the effective date of this
Agreement), the Revolver Loan Note being incorporated herein by
reference.
  SECTION
2.           Notices.  All
notices, requests and other communications to any party hereunder or under the
Revolver Loan Note shall be given or made in accordance with the provisions of
Section 11.1 of the Credit Agreement and the address for the Additional Borrower
for such notices under Section 11.1 shall be its address provided under its
signature below.
  
  SECTION
3.           Conditions
Precedent.  This Agreement shall become effective upon the
occurrence of each of the following: (i) execution and delivery to the Bank of
this Agreement by each party hereto and (ii) the satisfaction of the conditions
precedent set forth in that certain Credit Agreement Joinder Agreement by
Additional Borrower, Existing Borrowers and Bank substantially in the form of
Exhibit B to the Credit Agreement dated as of even date herewith.
  SECTION
4.           Ratification and
Confirmation of Loan Documents.  The parties hereto agree that
except as heretofore or herein expressly modified, or as may otherwise be
inconsistent with the terms of this Agreement (in which case the terms and
conditions of this Agreement shall govern), the Revolver Loan is payable under
the terms of the Revolver Loan Note, and all terms of the Revolver Loan Note,
and all documents and instruments executed and delivered in furtherance thereof
shall be and remain in full force and effect, and the same are hereby ratified
and confirmed in all respects. Each Borrower agrees to pay directly, or
reimburse Bank for, all expenses, including the fees and expenses of legal
counsel actually incurred by Bank in connection with the preparation of the
documentation to evidence this Agreement.
  SECTION 5.           Miscellaneous.  (a)
This Agreement is entered into and performable in Fulton County, Georgia, and
the substantive Laws, without giving effect to principles of conflict of laws,
of the United States and the State of Georgia shall govern the construction of
this Agreement and the documents executed and delivered pursuant hereto, and the
rights and remedies of the parties hereto and thereto, except to the extent that
the Uniform Commercial Code or other applicable Law requires that the
perfection, the effect of perfection or non-perfection, the priority of Bank’s
Lien (if any) under the Loan Documents, or the enforcement of certain of Bank’s
remedies with respect to the Collateral, be governed by the Laws of another
Jurisdiction.
  (b)           If
any provision of this Agreement shall be held invalid under any applicable Laws,
such invalidity shall not affect any other provision of this Agreement or such
other instrument or agreement that can be given effect without the invalid
provision, and, to this end, the provisions hereof are severable.
  (c)           This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and
the same instrument.
  (d)           This
Agreement shall be attached to the original Revolver Loan Note, provided,
however, that any failure to do so shall not invalidate this Agreement or the
Revolver Loan Note.
  [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK;
  SIGNATURES
ON THE FOLLOWING PAGES]
  C-2
  IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be duly executed, under seal, by its
authorized officer as of the day and year first above written.
  ADDITIONAL
      BORROWER:By:Name:Title:Address:  c/o
      Theragenics CorporationAttention:  Chief
      Financial OfficerFacsimile:  (770)
      831-5294EXISTING
      BORROWERS:THERAGENICS
      CORPORATIONBy:Name:Title:C.P.
      MEDICAL CORPORATIONBy:Name:Title:GALT
      MEDICAL CORP.By:Name:Title:NEEDLETECH
      PRODUCTS, INC.By:Name:Title:[AND
      LIST PREVIOUS ADDITIONAL BORROWERS]
 
 C-3
 
 BANK:WACHOVIA
      BANK, NATIONAL ASSOCIATION,
                      successor
      by merger to SouthTrust BankBy:Name:Title:
 
 C-4
  EXHIBIT
D
 FORM
OF TERM LOAN NOTE JOINDER AGREEMENT
   THIS TERM
LOAN NOTE JOINDER AGREEMENT (this “Agreement”) is made as of __________________,
20_____, among Theragenics Corporation, a Delaware corporation, C.P. Medical
Corporation, a Delaware corporation, Galt Medical Corp., a Texas corporation
[and] NeedleTech Products, Inc., a Massachusetts corporation [and list any
previous Additional Borrowers] (collectively, the “Existing Borrowers”) and
________________________________, a _______________________________ (the
“Additional Borrower”) and Wachovia Bank, National Association, successor by
merger to SouthTrust Bank (the “Bank”);
  W I T N E
S S E T H
  WHEREAS,
the Bank and the Existing Borrowers are parties to that certain Amended and
Restated Credit Agreement dated May 27, 2009 (as amended, restated,
supplemented, extended or otherwise modified from time to time, the “Credit
Agreement”; unless otherwise defined herein, all capitalized terms shall have
the meanings given in the Credit Agreement), providing, subject to the terms and
conditions thereof, for extensions of credit to be made by the Bank to the
Existing Borrowers, including, but not limited to, a $10,000,000 term loan made
by the Bank to the Existing Borrowers, as evidenced by that certain Term Loan
Note dated May 27, 2009 payable by Existing Borrowers to the Bank (as heretofore
amended, restated or extended, the “Term Loan Note”);
  WHEREAS,
[Name of applicable Borrower] [has agreed to purchase] [is the owner of] all of
the issued and outstanding capital stock of the Additional Borrower and, as
result thereof, the Existing Borrowers and the Additional Borrower are required
by the terms of the Credit Agreement to execute this Agreement in order for the
Additional Borrower to become a party to the Term Loan Note; and
  WHEREAS,
in consideration of the Bank’s commitment to make the credit facilities under
the Credit Agreement available to the Existing Borrowers and the Additional
Borrower, and in consideration of the support that the Existing Borrowers have
provided and may in the future provide to the Additional Borrower, each of the
parties hereto is willing to execute and deliver this Agreement to provide for
the Additional Borrower to become a “Borrower” under the Term Loan Note and to
amend certain provisions of the Term Loan Note;
  NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
  SECTION
1.           Joinder of Additional
Borrower as a Borrower under the Term Loan Note. The Additional Borrower
hereby becomes a party to the Term Loan Note and agrees to become obligated and
liable as a Borrower under and as defined in the Term Loan Note for the payment
of the Term Loan as provided therein and agrees that each of the
representations, warranties, covenants, waivers and each of the other terms and
provisions of the Term Loan Note (as amended hereby) shall be the valid and
binding obligations of the Additional Borrower as if the Additional Borrower had
executed and delivered the same on the date of the Term Loan Note (except that
representations and warranties of Additional Borrower shall be deemed initially
made as of the effective date of this Agreement), the Term Loan Note being
incorporated herein by reference.
  
  SECTION
2.           Notices.  All
notices, requests and other communications to any party hereunder or under the
Term Loan Note shall be given or made in accordance with the provisions of
Section 11.1 of the Credit Agreement and the address for the Additional Borrower
for such notices under Section 11.1 shall be its address provided under its
signature below.
  SECTION
3.           Conditions
Precedent.  This Agreement shall become effective upon the
occurrence of each of the following: (i) execution and delivery to the Bank of
this Agreement by each party hereto and (ii) the satisfaction of the conditions
precedent set forth in that certain Credit Agreement Joinder Agreement by
Additional Borrower, Existing Borrowers and Bank substantially in the form of
Exhibit B to the Credit Agreement dated as of even date herewith.
  SECTION
4.           Ratification and
Confirmation of Loan Documents.  The parties hereto agree that
except as heretofore or herein expressly modified, or as may otherwise be
inconsistent with the terms of this Agreement (in which case the terms and
conditions of this Agreement shall govern), the Term Loan is payable under the
terms of the Term Loan Note, and all terms of the Term Loan Note, and all
documents and instruments executed and delivered in furtherance thereof shall be
and remain in full force and effect, and the same are hereby ratified and
confirmed in all respects. Each Borrower agrees to pay directly, or reimburse
Bank for, all expenses, including the fees and expenses of legal counsel
actually incurred by Bank in connection with the preparation of the
documentation to evidence this Agreement.
  SECTION 5.            Miscellaneous.  (a)
This Agreement is entered into and performable in Fulton County, Georgia, and
the substantive Laws, without giving effect to principles of conflict of laws,
of the United States and the State of Georgia shall govern the construction of
this Agreement and the documents executed and delivered pursuant hereto, and the
rights and remedies of the parties hereto and thereto, except to the extent that
the Uniform Commercial Code or other applicable Law requires that the
perfection, the effect of perfection or non-perfection, the priority of Bank’s
Lien (if any) under the Loan Documents, or the enforcement of certain of Bank’s
remedies with respect to the Collateral, be governed by the Laws of another
Jurisdiction.
  (b)           If
any provision of this Agreement shall be held invalid under any applicable Laws,
such invalidity shall not affect any other provision of this Agreement or such
other instrument or agreement that can be given effect without the invalid
provision, and, to this end, the provisions hereof are severable.
  (c)           This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and
the same instrument.
  (d)           This
Agreement shall be attached to the original Term Loan Note, provided, however,
that any failure to do so shall not invalidate this Agreement or the Term Loan
Note.
  [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK;
  SIGNATURES
ON THE FOLLOWING PAGES]
 D-2
  IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be duly executed, under seal, by its
authorized officer as of the day and year first above written.
  ADDITIONAL
      BORROWER:By:Name:Title:Address:  c/o
      Theragenics CorporationAttention:  Chief
      Financial OfficerFacsimile:  (770)
      831-5294EXISTING
      BORROWERS:THERAGENICS
      CORPORATIONBy:Name:Title:C.P.
      MEDICAL CORPORATIONBy:Name:Title:GALT
      MEDICAL CORP.By:Name:Title:NEEDLETECH
      PRODUCTS, INC.By:Name:Title:[AND
      LIST PREVIOUS ADDITIONAL BORROWERS]
 
 [SIGNATURES
CONTINUE ON NEXT PAGE]
 D-3
 
 BANK:WACHOVIA
      BANK, NATIONAL ASSOCIATION,
                      successor
      by merger to SouthTrust BankBy:Name:Title:
  D-4
  EXHIBIT
E
  SCHEDULE
      A TO PROMISSORY NOTE
                  3143893
  The Note
will be paid in the principal amounts plus accrued interest on the dates as
shown below:
  ATTACHMENT
      1
                            Amortization
      Schedule for 3143893
 
 Calculation Period
                                            (from
      and including, to but excluding)
                                          
                                          USD Notional Amount
                                          
                                          
                                          USD Notional Reduction
                                            (at
      end of period)27
      May 09
                                          to
                                          01
      Jul 09
                                          
                                          
                                          10,000,000.00
                                          
                                          
                                          
                                          0.0001
      Jul 09
                                          to
                                          03
      Aug 09
                                          
                                          
                                          9,722,222.22
                                          
                                          
                                          
                                          277,777.7803
      Aug 09
                                          to
                                          01
      Sep 09
                                          
                                          
                                          9,444,444.44
                                          
                                          
                                          
                                          277,777.7801
      Sep 09
                                          to
                                          01
      Oct 09
                                          
                                          
                                          9,166,666.67
                                          
                                          
                                          
                                          277,777.7801
      Oct 09
                                          to
                                          02
      Nov 09
                                          
                                          
                                          8,888,888.89
                                          
                                          
                                          
                                          277,777.7802
      Nov 09
                                          to
                                          01
      Dec 09
                                          
                                          
                                          8,611,111.11
                                          
                                          
                                          
                                          277,777.7801
      Dec 09
                                          to
                                          04
      Jan 10
                                          
                                          
                                          8,333,333.33
                                          
                                          
                                          
                                          277,777.7804
      Jan 10
                                          to
                                          01
      Feb 10
                                          
                                          
                                          8,055,555.56
                                          
                                          
                                          
                                          277,777.7801
      Feb 10
                                          to
                                          01
      Mar 10
                                          
                                          
                                          7,777,777.78
                                          
                                          
                                          
                                          277,777.7801
      Mar 10
                                          to
                                          01
      Apr 10
                                          
                                          
                                          7,500,000.00
                                          
                                          
                                          
                                          277,777.7801
      Apr 10
                                          to
                                          03
      May 10
                                          
                                          
                                          7,222,222.22
                                          
                                          
                                          
                                          277,777.7803
      May 10
                                          to
                                          01
      Jun 10
                                          
                                          
                                          6,944,444.44
                                          
                                          
                                          
                                          277,777.7801
      Jun 10
                                          to
                                          01
      Jul 10
                                          
                                          
                                          6,666,666.67
                                          
                                          
                                          
                                          277,777.7801
      Jul 10
                                          to
                                          02
      Aug 10
                                          
                                          
                                          6,388,888.89
                                          
                                          
                                          
                                          277,777.7802
      Aug 10
                                          to
                                          01
      Sep 10
                                          
                                          
                                          6,111,111.11
                                          
                                          
                                          
                                          277,777.7801
      Sep 10
                                          to
                                          01
      Oct 10
                                          
                                          
                                          5,833,333.33
                                          
                                          
                                          
                                          277,777.7801
      Oct 10
                                          to
                                          01
      Nov 10
                                          
                                          
                                          5,555,555.56
                                          
                                          
                                          
                                          277,777.7801
      Nov 10
                                          to
                                          01
      Dec 10
                                          
                                          
                                          5,277,777.78
                                          
                                          
                                          
                                          277,777.7801
      Dec 10
                                          to
                                          03
      Jan 11
                                          
                                          
                                          5,000,000.00
                                          
                                          
                                          
                                          277,777.7803
      Jan 11
                                          to
                                          01
      Feb 11
                                          
                                          
                                          4,722,222.22
                                          
                                          
                                          
                                          277,777.7801
      Feb 11
                                          to
                                          01
      Mar 11
                                          
                                          
                                          4,444,444.44
                                          
                                          
                                          
                                          277,777.7801
      Mar 11
                                          to
                                          01
      Apr 11
                                          
                                          
                                          4,166,666.67
                                          
                                          
                                          
                                          277,777.7801
      Apr 11
                                          to
                                          02
      May 11
                                          
                                          
                                          3,888,888.89
                                          
                                          
                                          
                                          277,777.7802
      May 11
                                          to
                                          01
      June 11
                                          
                                          
                                          3,611,111.11
                                          
                                          
                                          
                                          277,777.7801
      June 11
                                          to
                                          01
      Jul 11
                                          
                                          
                                          3,333,333.33
                                          
                                          
                                          
                                          277,777.7801
      Jul 11
                                          to
                                          01
      Aug 11
                                          
                                          
                                          3,055,555.56
                                          
                                          
                                          
                                          277,777.7801
      Aug 11
                                          to
                                          01
      Sep 11
                                          
                                          
                                          2,777,777.78
                                          
                                          
                                          
                                          277,777.7801
      Sep 11
                                          to
                                          03
      Oct 11
                                          
                                          
                                          2,500,000.00
                                          
                                          
                                          
                                          277,777.7803
      Oct 11
                                          to
                                          01
      Nov 11
                                          
                                          
                                          2,222,222.22
                                          
                                          
                                          
                                          277,777.7801
      Nov 11
                                          to
                                          01
      Dec 11
                                          
                                          
                                          1,944,444.44
                                          
                                          
                                          
                                          277,777.7801
      Dec 11
                                          to
                                          03
      Jan 12
                                          
                                          
                                          1,666,666.67
                                          
                                          
                                          
                                          277,777.7803
      Jan 12
                                          to
                                          01
      Feb 12
                                          
                                          
                                          1,388,888.89
                                          
                                          
                                          
                                          277,777.7801
      Feb 12
                                          to
                                          01
      Mar 12
                                          
                                          
                                          1,111,111.11
                                          
                                          
                                          
                                          277,777.7801
      Mar 12
                                          to
                                          02
      Apr 12
                                          
                                          
                                          833,333.33
                                          
                                          
                                          
                                          277,777.7802
      Apr 12
                                          to
                                          01
      May 12
                                          
                                          
                                          555,555.56
                                          
                                          
                                          
                                          277,777.7801
      May 12
                                          to
                                          01
      Jun 12
                                          
                                          
                                          277,777.78
                                          
                                          
                                          
                                          277,777.78









SCHEDULE
1.1
 SPECIAL
NEEDLETECH AMOUNT
 
 Special
NeedleTech Amount shall mean $5,000,000.
  
  SCHEDULE
6.1
 BORROWERS’
EXISTENCE
 
 
 None.
  
  SCHEDULE
6.3
 LIST
OF NAMES USED BY BORROWERS
 AND
PERSONS ACQUIRED IN LAST SIX YEARS
 
 
 Theragenics
Corporation
 C.P.
Medical Corporation
 River
Medical, Inc.*
 Galt
Medical Corp.
 NeedleTech
Products, Inc.
 
 *This
entity was formed in 2001 by Patrick and Cynthia Ferguson as a separate entity
from C.P. Medical Corporation, and in 2004 it ceased to do business as a
separate entity and its operations were absorbed by C.P. Medical
Corporation.
  
  SCHEDULE
6.5
 ACTIONS
PENDING
 
 None.
  
  SCHEDULE
6.9
 TAX
MATTERS
 
 None.
  
  SCHEDULE
6.12
 LISTING
OF REAL PROPERTY OWNED OR LEASED BY BORROWERS
 
 TYPE
      OF
                        FACILITY
                      STREET
                        ADDRESS
                      COUNTY/
                        PARISH
                        AND
      STATE
                      RECORD
                        OWNER/
                        LESSORAdministrative
      and
                        Manufacturing
                        Campus
                      5203
      Bristol Industrial Way
                      Buford,
      Georgia 30518
                        County:
      Hall
                      Theragenics
                        CorporationManufacturing
      Facility
                      4857
      Newton Terrace
                      Buford,
      Georgia 30518
                        County:
      Gwinnett
                      Theragenics
                        CorporationWarehouse
      Space
                      700
      NE 22nd Ave. Suite A
                      Portland,
      Oregon 97232
                        County:
      Multnomah
                      Altman
      Browning
                        and
      Company*Office
      and/or
                        Warehouse
      Space
                      2414
      NE Pacific Avenue
                      Portland,
      Oregon 97232
                        County:
      Multnomah
                      Ferguson
      Family
                        Investments,
                        LLC*Office
      and/or
                        Warehouse
      Space
                      836
      NE 24th
      Avenue
                      Portland,
      Oregon 97232
                        County:
      Multnomah
                      Ferguson
      Family
                        Investments,
                        LLC*Office
      and/or Warehouse Space
                      809
      NE 25th
      Avenue
                      Portland,
      Oregon 97232
                        County:
      Multnomah
                      Ferguson
      Family
                        Investments,
                        LLC*13
      Parking Spaces
                      Adjacent
      to the two story
                        building
      located on such land
                        having
      an address of 809 NE
                        25th
      Avenue
                      Portland,
      Oregon 97232
                        County:
      Multnomah
                      Ferguson
      Family
                        Investments,
                        LLC*Manufacturing
      Facility
                        and
      Warehouse
                      2220
      Merritt Drive
                      Garland,
      Texas
                        75041
                        County:
      Dallas
                      First
      Industrial
                        Texas
      L.P.**Manufacturing
      Facility
                      45
      John Williams Street
                      Attleboro,
      MA 02703
                        County:
      Bristol
                      Chartier-Tate
                        LLC***Manufacturing
      Facility
                      81
      West Street
                      Attleboro,
      MA 02703
                        County:
      Bristol
                      Heritage
      Family
                        Limited
                        Partnership***
  
  SCHEDULE
6.16
 LISTING
OF PATENTS, COPYRIGHTS, ETC.
  Trademarks
 
 Owner
                      United
      States Trademark
                      RegistrationNo./
                        Serial
      Number
                      Registration
      Date /
                        Filing
      Date
                      Expiration
      DateTheragenics
      Corporation
                      Miscellaneous
      Design
                      2552684
                      March
      26, 2002
                      March
      26, 2012Theragenics
      Corporation
                      THERAGENICS
                      2943653
                      April
      26, 2005
                      April
      26, 2015Theragenics
      Corporation
                      THERAGENICS
      CORPORATION
                      2498160
                      October
      16, 2001
                      October
      16, 2011Theragenics
      Corporation
                      THERALOAD
                      3045527
                      January
      17, 2006
                      January
      17, 2016Theragenics
      Corporation
                      THERASEED
                      1603353
                      June
      26, 1990
                      November
      28, 2010Theragenics
      Corporation
                      THERASIGHT
                      2919938
                      January
      18, 2005
                      January
      18, 2015Theragenics
      Corporation
                      THERASLEEVE
                      3255101
                      June
      26, 2007
                      June
      26, 2017Theragenics
      Corporation
                      THERASOURCE
                      2743541
                      July
      29, 2003
                      July
      29, 2013Theragenics
      Corporation
                      THERASPHERE
                      1408187
                      September
      9, 1986
                      November
      18, 2016Theragenics
      Corporation
                      THERASTRAND
                      2978133
                      July
      26, 2005
                      July
      26, 2015NeedleTech
      Products, Inc.
                      BONUS
      NEEDLE
                      3594258
                      March
      24, 2009
                      March
      24, 2019NeedleTech
      Products, Inc.
                      NEEDLETECH
      PRODUCTS, INC.
                      3594257
                      March
      24, 2009
                      March
      24, 2019NeedleTech
      Products, Inc.
                      SERRATUS
                      3579481
                      February
      24, 2009
                      February
      24, 2019Galt
      Medical Corp.
                      ELITE
      HV
                      3120596
                      July
      25, 2006
                      July
      25, 2016Galt
      Medical Corp.
                      GALT
      GLIDE
                      76693495
                      Published
      - April 14, 2009Galt
      Medical Corp.
                      GALTSTICK
                      76693418
                      Published
      - May 19, 2009Galt
      Medical Corp.
                      LUBRICITY
      PLUS
                      76693417
                      Pending
      - October 7, 2008C.P.
      Medical Corporation
                      Miscellaneous
      Design
                      2875830
                      August
      17, 2004
                      August
      17, 2014C.P.
      Medical Corporation
                      BIOSPACER
                      2715470
                      May
      13, 2003
                      May
      13, 2013C.P.
      Medical Corporation
                      GRID-LOC
                      3359210
                      December
      25, 2007
                      December
      25, 2017C.P.
      Medical Corporation
                      HYPO-JET
                      3105781
                      June
      20, 2006
                      June
      20, 2016C.P.
      Medical Corporation
                      MEDBOND
                      3359207
                      December
      25, 2007
                      December
      25. 2017C.P.
      Medical Corporation
                      MONO-DOX
                      2715469
                      May
      13, 2003
                      May
      13, 2013C.P.
      Medical Corporation
                      MONOMID
                      3368129
                      January
      15, 2008
                      January
      15, 2018C.P.
      Medical Corporation
                      MONOMID
      BLUE
                      2728847
                      June
      24, 2003
                      June
      24, 2013C.P.
      Medical Corporation
                      MONOSWIFT
                      3359217
                      December
      25, 2007
                      December
      25, 2017
  
  Owner
                        United
      States Trademark
                        RegistrationNo./
                          Serial
      Number
                        Registration
      Date /
                          Filing
      Date
                        Expiration
      Date
 C.P.
      Medical Corporation
                      ORTHOFIBER
                      3359218
                      December
      25, 2007
                      December
      25, 2017C.P.
      Medical Corporation
                      OSCERA7
                      3361734
                      January
      1, 2008
                      January
      1, 2018C.P.
      Medical Corporation
                      POLYBOND
                      3359206
                      December
      25, 2007
                      December
      25, 2017C.P.
      Medical Corporation
                      POLYPRO
                      2713203
                      May
      6, 2003
                      May
      6, 2013C.P.
      Medical Corporation
                      RPLN
                      3487086
                      August
      19, 2008
                      August
      19, 2018C.P.
      Medical Corporation
                      VISORB
                      3102874
                      June
      13, 2006
                      June
      13, 2016C.P.
      Medical Corporation
                      VISORB
      QUICK
                      3368130
                      January
      15, 2008
                      January
      15, 2018C.P.
      Medical Corporation
                      SILSAFE
                      3125431
                      August
      8, 2006
                      August
      8, 2016C.P.
      Medical Corporation
                      CP-HDR-GRID
                      SN77463622
                      May
      1, 2008
                      PFO
      March 31, 2009C.P.
      Medical Corporation
                      CP-CABLE
                      SN77463435
                      May
      1, 2008
                      PFO
      March 31, 2009C.P.
      Medical Corporation
                      CP-UGRID
                      SN77463422
                      May
      1, 2008
                      PFO
      March 31, 2009C.P.
      Medical Corporation
                      CP-GRID
                      SN77463302
                      May
      1, 2008
                      PFO
      March 31,
2009
 
 Copyrights
 
 Owner
                    United
      States Copyright
                    Registration
      Number
                    Registration
      Date
                    Expiration
      DateTheragenics
                    “Theraseed
      Reimbursement
                      Guide
      for Outpatient Prostate
                      Brachytherapy”
                    TX-5-734-512
                    March
      18, 2003
                    January
      1, 2098
  Patents
 
 Owner
                            Jurisdiction
                            Application
      No./
                              Registration
      No.
                            Registration
      Date / StatusTheragenics
      Corporation
                            U.S.
                            11266994
                            PendingTheragenics
      Corporation
                            U.S.
                            11329782
                            PendingTheragenics
      Corporation
                            U.S.
                            11682681/7497819
                            3/3/2009Theragenics
      Corporation
                            U.S.
                            11688033/7497820
                            3/3/2009Theragenics
      Corporation
                            U.S.
                            09874580/6821296
                            11/23/2004Theragenics
      Corporation
                            U.S.
                            11877339
                            Pending/PublishedTheragenics
      Corporation
                            U.S.
                            06390941
      / 4516535
                            5/14/1985Theragenics
      Corporation
                            U.S.
                            06653316
      / 4675150
                            6/23/1987
  
  Owner
                                  Jurisdiction
                                  Application
      No./
                                    Registration
      No.
                                  Registration
      Date /
Status
 Theragenics
      Corporation
                      U.S.
                      06694941
      / 4702228
                      10/27/1987Theragenics
      Corporation
                      U.S.
                      08053422
      / 5405309
                      4/11/1995Theragenics
      Corporation
                      U.S.
                      09266867
      / 6323501
                      11/27/2001Theragenics
      Corporation
                      U.S.
                      09737412
      / 6472675
                      10/29/2002Theragenics
      Corporation
                      U.S.
                      09969393
      / 6531705
                      3/11/2003Theragenics
      Corporation
                      U.S.
                      10369045
      / 6664555
                      12/16/2003Theragenics
      Corporation
                      U.S.
                      09858816
      / 6749553
                      6/15/2004Theragenics
      Corporation
                      U.S.
                      10213917
      / 6750756
                      6/15/2004Theragenics
      Corporation
                      U.S.
                      10010250
      / 6790170
                      9/14/2004Theragenics
      Corporation
                      U.S.
                      09858366
      / 6994688
                      2/7/2006Theragenics
      Corporation
                      U.S.
                      10342536
      / 7070554
                      7/4/2006Theragenics
      Corporation
                      U.S.
                      10718950
      / 7190895
                      3/13/2007Theragenics
      Corporation
                      U.S.
                      07079766
      / 4784116
                      11/15/1988
  Owner
                      Jurisdiction
                      Application
      No./ Registration No.
                      Registration
      Date / StatusNeedletech
      Products, Inc.
                      U.S.
                      12101128
                      Pending/Published
  Owner
                      Jurisdiction
                      Application
      No./ Registration No.
                      Registration
      Date / StatusGalt
      Medical Corp.
                      U.S.
                      11161212
                      Pending/Published/Amendment
      After Final Rejection 5/4/2009Galt
      Medical Corp.
                      U.S.
                      11460534
                      Pending/Published/Prosecution
      Suspended 3/9/2009Galt
      Medical Corp.
                      U.S.
                      11753781
                      Pending/PublishedGalt
      Medical Corp.
                      U.S.
                      11773808
                      Pending/PublishedGalt
      Medical Corp.
                      U.S.
                      09482838
      / 6336914
                      1/8/2002Galt
      Medical Corp.
                      U.S.
                      29201714
      / D532513
                      11/21/2006Galt
      Medical Corp.
                      Canada
                      2616689
                      PendingGalt
      Medical Corp.
                      Europe
                      EP2006/0788778.6
                      PendingGalt
      Medical Corp.
                      Patent
      Cooperation Treaty
                      PCT/US2008/068887
                      Pending/PublishedGalt
      Medical Corp.
                      Patent
      Cooperation Treaty
                      PCT/US2008/064657
                      Pending/Published
 
 
 
 Owner
                Jurisdiction
                Application
      No./
                  Registration
      No.
                Registration
      Date / StatusC.P.
      Medical Corporation
                U.S.
                09313881/6235001
                5/22/2001C.P.
      Medical Corporation
                U.S.
                11027884
                PendingC.P.
      Medical Corporation
                U.S.
                11056037
                PendingC.P.
      Medical Corporation
                U.S.
                12409444
                PendingC.P.
      Medical Corporation
                U.S.
                08497432/5765740
                6/16/1998C.P.
      Medical Corporation
                U.S.
                08516179/5911829
                Expired
      Due to Non-Payment of Fees 7/16/2007C.P.
      Medical Corporation
                U.S.
                09097304/6095323
                8/1/2000C.P.
      Medical Corporation
                U.S.
                09313881/6235001
                5/22/2001C.P.
      Medical Corporation
                U.S.
                29006170/D362574
                9/26/1995
 
 Pursuant
to an Agreement with Nordion International Inc., Theragenics has granted a
license to Nordion to use the trademark “THERASPHERE” in connection with
Nordion’s sale of the Therasphere product.
 
 Pursuant
to an agreement with an unrelated medical device company, Theragenics has
granted a license to use the following patents and patent
applications:  11682681/7497819, 11688033/7497820 and
11266994.  The license grants the right to use these patent and patent
applications in connection with the application of brachytherapy to breast
cancer and gynecological cancer treatments.
  
  SCHEDULE
6.18
 ENVIRONMENTAL
MATTERS
 
 A.
                Records
      related to Galt’s disposal of hazardous wastes for the period prior to
      Theragenics’ acquisition of Galt are limited and, as such, the Borrowers
      cannot assess the disposal of  hazardous wastes during such
      period.B.
                Theragenics
      and Galt must inform the state that they are utilizing the General State
      and local Storm Water Pollution Prevention Plan.  Reporting
      requirements occur each time the state registers a new permit with U.S.
      EPA, approximately every 5 years.C.
                Galt’s
      operations are subject to air pollution regulation and permitting by
      federal and state (Texas) authorities.D.
                NeedleTech’s
      operations are subject to waste water discharge permitting and
      pretreatment requirements by City of Attleboro
  authorities.E.
                Theragenics
      is a registered Generator of Hazardous Waste, with a Hazardous Waste
      Generator Number.
  
  SCHEDULE
6.22
 INSURANCE
POLICIES IN EFFECT
 
 COVERAGE
                              CARRIER
                              POLICY
      #
                              EXPIRATION1.
                              Package
                              Federal
      Insurance Co.
                              3710-57-22
                              11/6/20092.
                              Auto
                              Federal
      Insurance Co.
                              7351-59-85
                              11/6/20093.
                              Worker’s
      Comp
                              Chubb
      Indemnity Ins. Co.
                              7170-26-50
                              11/6/20094.
                              Pollution
      Legal
                              Chubb
      Custom Ins. Co.
                              3725-43-66
                              11/6/20095.
                              Products
      Liability ($15 M)
                              Federal
      Insurance Co.
                              7351-59-86
                              11/6/20096.
                              Umbrella
      (exc. Products)
                              Federal
      Insurance Co.
                              7983-91-04
                              11/6/20097
                              Excess
      Umbrella ($10M XS $15M)
                              Catlin
      Specialty Ins. Co.
                              XSC930001109
                              11/6/20098.
                              Employment
      Practices Liability
                              St.
      Paul Mercury Ins. Co. (Travelers)
                              EC068012419
                              11/6/20099.
                              Fiduciary
      Liability
                              Federal
      Insurance Co.
                              6801-7333
                              11/6/200910.
                              Kidnap
      & Ransom
                              Federal
      Insurance Co.
                              6803-6521
                              11/6/200911.
                              Directors
      & Officers (Primary $10M)
                              Zurich
      American Insurance Co.
                              DOC
      5942764-00
                              11/6/200912.
                              Directors
      & Officers (XS $10M)
                              ACE
      USA
                              DOX
      G23642098-001
                              11/6/200913.
                              Directors
      & Officers ($5M XS $20M)
                              St.
      Paul Mercury Ins. Co. (Travelers)
                              ECO
      6801248
                              11/6/200914.
                              Side
      A – XS Directors & Officers
                              Arch
      Insurance Co.
                              ABX0031748-00
                              11/6/2009
  
  SCHEDULE
6.24
 MATERIAL
CONTRACTS CONSTITUTING
 PART
OF THE EXCLUDED COLLATERAL
 
 Standard
Form Commercial Lease between Chartier-Tate, LLC and NeedleTech Products, Inc.
dated April 19, 2006
 
 Rights
Agreement dated February 14, 2007 between Theragenics Corporation and
Computershare Investor Services LLC
 
 Agreement
with Nordion International Inc. and Theragenics Corporation
 
 License
Agreement with University of Missouri and Theragenics Corporation, as
amended
  
  SCHEDULE
7.1(O)
 APPROVED
BANK ACCOUNTS
 
 Theragenics
Corporation:
 Name
      of Institution
                        Type
      of Account
                        Account
      NumberCredit
      Suisse
                        Money
      Market
                        2C7-001185Bank
      of Atlanta
                        Money
      Market
                        5000347
 
 NeedleTech
Products
 Name
      of Institution
                        Type
      of Account
                        Account
      NumberRockland
      Trust
                        Payroll
      Account
                        4785646Bank
      of America
                        Checking
      Account
                        0000
      5215
1990
  
  SCHEDULE
7.2(L)
 LISTING
OF AGREEMENTS CURRENTLY IN EFFECT
 WITH
AFFILIATES AND PERMITTED POST-CLOSING
 
 1.
                Commercial
      Lease dated April 19, 2006, between Chartier-Tate LLC, as lessor, and
      NeedleTech Products, Inc., as lessee, as amended, pertaining to
      manufacturing facility located at 45 John Williams Street, Attleboro, MA
      02703.  Chartier-Tate LLC is partially owned by Ronald G.
      Routhier and C. Russell Small.  Routhier is a director of
      NeedleTech.  Small is an executive officer of NeedleTech and
      Theragenics.