Article VIII
47
8.
COLLATERAL SECURITY
47
8.1
Grant of Lien and Security Interest
47
8.2
Perfection and Maintenance of Lien
48
8.3
Mortgage and Other Real Estate Documentation
48
8.4
Appointment of Bank as Attorney-in-Fact
50
8.5
Access to Properties
50
8.6
Borrowers' General Covenants and Agreements Pertaining to the Collateral
50
Article IX
51
9.
DEFAULT
51
ii
9.1
Events of Default
51
9.2
No Advances After Default
52
9.3
Acceleration
52
9.4
General Remedies
53
9.5
Bank's Additional Rights and Remedies
53
9.6
Right of Set-Off
55
9.7
No Limitation on Rights and Remedies
56
9.8
Application of Proceeds
56
9.9
Attorney-in-Fact
56
9.10
Default Costs
57
9.11
Hedging Contracts and Hedging Obligations Are Independent
57
Article X
57
10.
MISCELLANEOUS
57
10.1
Termination of Bank's Lien
57
10.2
Construction
58
10.3
Indemnity
58
10.4
Bank's Consent
58
10.5
Enforcement and Waiver by Bank
58
10.6
No Representation, Assumption, or Duty
58
10.7
Expenses of Bank
59
10.8
Attorneys' Fees
59
10.9
Exclusiveness
59
10.10
Waiver and Release by Borrower
59
10.11
Limitation on Waiver of Notice, Etc
59
10.12
Additional Costs
60
10.13
Illegality and Impossibility
60
10.14
Participation
60
10.15
Binding Effect, Assignment
61
10.16
Entire Agreement, Amendments
61
10.17
Severability
61
10.18
Headings
61
10.19
Counterparts
61
10.20
Seal
61
10.21
Confidentiality
61
Article XI
61
11.
SUBMISSION TO JURISDICTION, GOVERNING LAW AND NOTICES
61
11.1
Notices
61
11.2
Governing Law
62
11.3
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL, ETC
62
iii
EXHIBITS AND SCHEDULES
EXHIBITS
EXHIBIT A
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT B
FORM OF CREDIT AGREEMENT JOINDER AGREEMENT
EXHIBIT C
FORM OF REVOLVER LOAN NOTE JOINDER AGREEMENT
EXHIBIT D
FORM OF TERM LOAN NOTE JOINDER AGREEMENT
EXHIBIT E
TERM LOAN AMORTIZATION SCHEDULE
SCHEDULES
SCHEDULE 1.1
SPECIAL NEEDLETECH AMOUNT
SCHEDULE 6.1
BORROWERS' EXISTENCE
SCHEDULE 6.3
LIST OF NAMES USED BY BORROWERS AND PERSONS ACQUIRED IN LAST SIX YEARS
SCHEDULE 6.5
ACTIONS PENDING
SCHEDULE 6.9
TAX MATTERS
SCHEDULE 6.11
PERMITTED LIENS
SCHEDULE 6.12
LISTING OF REAL PROPERTY OWNED OR LEASED BY BORROWERS
SCHEDULE 6.16
LISTING OF PATENTS, COPYRIGHTS, ETC.
SCHEDULE 6.18
ENVIRONMENTAL MATTERS
SCHEDULE 6.22
INSURANCE POLICIES IN EFFECT
SCHEDULE 6.24
MATERIAL CONTRACTS CONSTITUTING PART OF THE EXCLUDED COLLATERAL
SCHEDULE 7.1(O)
APPROVED BANK ACCOUNTS
SCHEDULE 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