Exhibit 10.6


    
      

    

     

    Exhibit
      10.6

     

     

    

      


      SECOND
        AMENDMENT TO CREDIT AGREEMENT 

      


      THIS
        SECOND AMENDMENT TO CREDIT AGREEMENT (this
        “Amendment”) is entered into as of this 12th day of August, 2005, by and among
THERAGENICS
        CORPORATION,
        a
        Delaware corporation (the “Original Borrower”), C.P.
        MEDICAL CORPORATION,
        an
        Oregon corporation (the "Additional Borrower"; the Original Borrower and
        the
        Additional Borrower are referred to herein individually as a "Borrower" and
        collectively as the "Borrowers"), and WACHOVIA
        BANK, NATIONAL ASSOCIATION,
        successor by merger to SouthTrust Bank (“Bank”).

       

      R
        e c
        i t a l s:

       

      A.        
        Bank
        and
        Borrowers are parties to that certain Credit Agreement dated October 29,
        2003,
        as amended by that certain Borrower Party Joinder Agreement dated as of
        May 6, 2005 (the “Credit Agreement”). 

       

      B.         
        Borrowers
        and Bank have hereby agreed to amend the Credit Agreement, subject to the
        terms
        and conditions contained in this Amendment. 

       

      NOW
        THEREFORE, in consideration of the recitals and other good and valuable
        consideration, the receipt and sufficiency of which is acknowledged by the
        parties, the parties hereto agree as follows:

       

      1.         
        Defined
        Terms.
        Capitalized terms used, but not defined, in this Amendment shall have that
        meaning assigned to them in the Credit Agreement.

       

      2.         
        Amendments
        to Credit Agreement.
        Borrowers and Bank agree that the Credit Agreement is hereby amended as
        follows:

       

      (a)         
        The
        new
        definitions "Second Amendment Date" and "2005 Restructuring Charges" are
        hereby
        added to Section 1.1 of the Credit Agreement in their appropriate alphabetical
        order as follows:

       

       

      "2005
        Restructuring Charges"
        means
        the non-cash restructuring charges incurred by Theragenics Corporation in
        the
        third and fourth fiscal quarters of 2005 relating to (i) the closing of its
        facility in Oak Ridge, Tennessee, (ii) the closing of its Newton Terrace
        Facility in Buford, Georgia, (iii) elimination of excess cyclotron capacity,
        (iv) the discontinuation of its radiochemical activities, and (v) elimination
        of
        certain of its research and development activities. 

       

      "Second
        Amendment Date"
        means
        August 12, 2005.

       

      (b)         
        The
        definitions of "Permitted Acquisition" and "Tangible Net Worth" contained
        in
        Section 1.1 of the Credit Agreement are hereby amended to read in their entirety
        as follows:

       

      "Permitted
        Acquisition"
        means
        any Acquisition if (i) the business acquired is a Permitted Line of Business;
        (ii) consideration for such Acquisition, plus the consideration paid for
        all
        Acquisitions on a cumulative basis on and after the Second Amendment Date,
        does
        not exceed the aggregate amount of $5,000,000 (which consideration shall
        include, without limitation, securities issued by Borrower, Borrower's property
        (such securities and property to be

       


      
        
           

        

        
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      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 (iv) Borrower 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.

       

      "Tangible
        Net Worth"
        means,
        at any time with respect to an applicable Person, Equity Owners' Equity,
        plus
        Subordinated Debt, less the sum of (without duplication):

       

      (A)         
        Any (i) surplus resulting from any write-up of assets after the date of Closing
        plus (ii) amount attributable to any reversal of charges or write up of assets
        related to any portion of the 2005 Restructuring Charges after the Second
        Amendment Date;

       

      (B)         
        Goodwill,
        including any amounts, however designated on a balance sheet of such Person,
        representing the excess of the purchase price paid for assets or stock acquired
        over the value assigned thereto on the books of such Person;

       

      (C)         
        Patents,
        trademarks, trade names and copyrights;

       

      (D)         
        Any
        amount at which shares of Equity Interests of such Person appear as an asset
        on
        such Person's balance sheet;

       

      (E)         
        Loans
        and
        advances to Affiliates, stockholders, directors, officers or employees (other
        than Subordinated Debt);

       

      (F)         
        Deferred
        expenses;

       

      (G)         
        Equity
        investments in Affiliates of any nature; and

       

      (H)         
        Any
        other
        amount in respect of an intangible that, in accordance with Generally Accepted
        Accounting Principles, should be classified as an asset on a balance sheet
        of
        such Person.

       

      (c)         
        Section
        7.3(A) of the Credit Agreement is hereby amended to read in its entirety
        as
        follows:

       

      (A)         
        Ratios.
        During
        the term of this Agreement, Borrowers will maintain or cause to be
        maintained:

       

      (1)         
        A
        ratio
        of Liabilities to Tangible Net Worth of not more than 0.5 to 1.0;

       

      (2)         
        Tangible
        Net Worth of not less than $87,500,000.00; and

       

      (3)         
        Liquid
        Assets of not less than $25,000,000.00.

       


      
        
           

        

        
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      (d)         
        A
        new
        Section 7.3(E) is hereby added to the Credit Agreement as follows:

       

      (E)         
        Capital
        Expenditures.
        Borrowers will not make, incur, create, or assume any Capital Expenditures
        (other than that portion of Permitted Acquisitions consisting of Capital
        Expenditures) on
        a
        cumulative basis, on and after the Second Amendment Date, exceeding
        the aggregate amount of $10,000,000.

       

      3.  Conditions
        Precedent.
        This
        Amendment shall not be effective unless and until (i) Borrowers have delivered
        to Bank a Compliance Certificate demonstrating, on a pro forma basis, compliance
        by the Borrowers with the financial covenants set forth in Section 7.3 for
        their
        four fiscal quarters immediately following the Second Amendment Date, and
        (ii)
        each of the parties hereto has executed and delivered this Amendment.


       

      4.  Representations
        and Warranties.
        As a
        material inducement to Bank to modify and amend the terms of the Credit
        Agreement as aforesaid, each Borrower represents and warrants to Bank
        that:

       

      (a)         
        This
        Amendment constitutes the valid and legally binding obligation of each Borrower
        enforceable in accordance with its respective terms and does not violate,
        conflict with, or constitute any default under any law or regulation binding
        on
        or applicable to either Borrower, either Borrower’s articles, bylaws, or any
        mortgage, lease, credit, loan agreement, contract, or other instrument binding
        upon or affecting either Borrower;

       

      (b)         
        All
        representations and warranties contained in the Loan Documents are true and
        complete as of the date hereof in all material respects, excluding any
        representations or warranties which by their terms are limited to a specific
        date;

       

      (c)         
        No
        Event
        of Default or event that, with the passage of time or the giving of notice
        (or
        both) would constitute an Event of Default, under the Loan Documents has
        occurred and is continuing as of the date hereof; and

       

      (d)         
        No
        setoffs, defenses, claims, recoupments, or counterclaims on the part of either
        Borrower to payment or performance of the Obligations exists as of the date
        hereof.

       

      5.  Miscellaneous.

       

      (a)         
        The
        parties hereto agree that the Bank's notice address set forth in Section
        11.1(B)
        of the Credit Agreement is hereby changed as follows:

       

      Wachovia
        Bank, National Association

      171
        17th
        Street, N.W., 7th Floor

      Atlanta,
        Georgia 30363

      Attn:
        Credit Products Manager

      


      (b)         
        Borrowers
        agree to pay or reimburse Bank for all expenses incurred by Bank in connection
        with the negotiation, preparation, and execution of the Joinder Agreement
        dated
        May 6, 2005, and this Amendment, including, without limitation, fees and
        expenses of Bank’s counsel.

       


      
        
           

        

        
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      (c)         
        Notwithstanding
        any provision of the Credit Agreement or Note to the contrary, whenever any
        installment of principal of, or interest on, the Loans or other amount due
        under
        the Loan Documents, as amended, 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 (unless such next succeeding Business Day does not fall within
        the
        same calendar month, in which case the maturity thereof shall be shortened
        to
        the immediately preceding Business Day). In the case of any extension in
        the
        time for payment of any installment of principal, interest shall be payable
        thereon at the rate per annum determined in accordance with the Loan Documents,
        as amended, during such extension.

       

      (d)         
        BORROWER
        AGREES THAT WITH RESPECT TO ANY CLAIM OF BORROWER ARISING UNDER THE CREDIT
        AGREEMENT, AS AMENDED, OR ANY OTHER LOAN DOCUMENT, IN NO EVENT SHALL BORROWER
        HAVE A REMEDY OF, OR SHALL BANK BE LIABLE FOR, INDIRECT, SPECIAL, CONSEQUENTIAL,
        PUNITIVE OR EXEMPLARY DAMAGES, AND BORROWER WAIVES ANY RIGHT OR CLAIM TO
        SUCH
        DAMAGES BORROWER MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION
        WITH
        THE LOANS OR THE LOAN DOCUMENTS, WHETHER THE SAME IS RESOLVED BY ARBITRATION,
        MEDIATION, JUDICIAL PROCESS OR OTHERWISE.

       

      6.  No
        Novation.
        The
        execution and delivery of this Amendment shall not be interpreted or construed
        as, and in fact does not constitute, a novation, payment, or satisfaction
        of all
        or any portion of the Loans; rather, this Amendment is strictly amendatory
        in
        nature. 

       

      7.  Document
        Protocols.
        This
        Amendment shall be governed by the terms set forth in Articles X and XI of
        the
        Credit Agreement (subject to the address change in paragraph 5(a)
        above),
        which are incorporated herein by reference.

       

      


       

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      IN
        WITNESS WHEREOF, Borrowers have executed this Amendment under seal as of
        the
        date first above written, with the intention that this Amendment take effect
        as
        an instrument under seal.

       

       

       

      
 

      
        	 	
                BORROWERS:

                


                C.P.
                  MEDICAL CORPORATION

                


                


                By: /s/
                  Lynn M.
                  Rogers                
                  

                Name:
                  Lynn M. Rogers

                Title:
                  Secretary and Treasurer

                


                


                THERAGENICS
                  CORPORATION


                


                By: /s/
                  Bruce W. Smith         
                  

                Name:
                  Bruce W. Smith

                Title:  
                  Executive Vice President for Strategy,

                Development
                  and Acquisitions & Acting Chief

                Financial
                  Officer

              


      

      



      
        
           

        

        
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      IN
        WITNESS WHEREOF, Bank has executed this Amendment under seal as of the date
        first above written, with the intention that this Amendment take effect as
        an
        instrument under seal.

      


       

       

       

      
        	 	
                BANK:

                


                WACHOVIA
                  BANK, NATIONAL ASSOCIATION,

                successor
                  by merger to SouthTrust Bank 

                 

                By:____________________________________

                Name:

                Title:

              


      

       

      


      


      


      


      

 

     

     

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