-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ebe3pHrxSLoKQfDM6jBV50yyIsXYtz6D0UjsD2qgjzBwiP3fXAj3ynJVJXZb8Eis Hc5qrgFT6TevpiDNW+JUCA== 0000795551-99-000006.txt : 19991117 0000795551-99-000006.hdr.sgml : 19991117 ACCESSION NUMBER: 0000795551-99-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERAGENICS CORP CENTRAL INDEX KEY: 0000795551 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 581528626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-14339 FILM NUMBER: 99755027 BUSINESS ADDRESS: STREET 1: 5325 OAKBROOK PKWY CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7703818338 MAIL ADDRESS: STREET 1: 5325 OAKBROOD PKWY CITY: NORCROSS STATE: GA ZIP: 30093 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 0-15443 THERAGENICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 58-1528626 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5203 Bristol Industrial Way 30518 Buford, Georgia (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (770) 271-0233 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X _ NO ___ As of November 15, 1999 the number of shares of $.01 par value common stock outstanding was 29,510,008. THERAGENICS CORPORATION TABLE OF CONTENTS PART I. FINANCIAL INFORMATION: ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Page No. Balance Sheets - December 31, 1998 and September 30, 1999 . . . . . . 3 Statements of Earnings for the three and nine months ended September 30, 1998 and 1999 . . . . . . . . . . . . . . . . . . . .5 Statements of Cash Flows for the nine months ended September 30, 1998 and 1999 . . . . . . . . . . . . . . . . . . . . 6 Statement of Changes in Stockholders' Equity for the nine months ended September 30, 1999 . . . . . . . . . . . . . . . . . . 7 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . .10 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . . . 16 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . 16 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . .16 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 THERAGENICS CORPORATION BALANCE SHEETS (UNAUDITED) December 31, September 30 1998 1999 ------------------- ---------------------

THERAGENICS CORPORATION BALANCE SHEETS (UNAUDITED)

The accompanying notes are an integral part of these statements. THERAGENICS CORPORATION STATEMENTS OF EARNINGS (UNAUDITED)

The accompanying notes are an integral part of these statements. THERAGENICS CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these statements. THERAGENICS CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

The accompanying notes are an integral part of these statements. THERAGENICS CORPORATION NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (UNAUDITED) NOTE A - BASIS OF PRESENTATION The interim financial statements included herein have been prepared by the Company without audit. These statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations, cash flows and changes in stockholders' equity for the periods presented. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the financial statements and disclosures are adequate to make the information not misleading. It is suggested that these financial statements and notes be read in conjunction with the audited financial statements and notes for the year ended December 31, 1998, included in the Form 10-K filed by the Company. NOTE B - CONSTRUCTION IN PROGRESS AND PURCHASE COMMITMENTS Construction in progress consists primarily of payments made toward a project for construction of manufacturing equipment and facilities expansion. This project is expected to be completed during 2000 and is expected to cost an additional $5.0 million. In April 1999 the Company announced that the U.S. Department of Energy (DOE) has granted Theragenics access to unique DOE technology for use in production of isotopes, including Pd-103. This technology venture represents part of a DOE initiative to redirect Cold War assets to peacetime use and cushion the economic impact of U.S. Defense Department cutbacks. This project is expected to enable the Company to significantly increase its production capacity and allow for expanded use of Pd-103 and TheraSeed(R) beyond treatment of prostate cancer to new medical applications. The Company expects to construct a facility in Oak Ridge, Tennessee to house the equipment, infrastructure and work force necessary to support the production of isotopes, including Pd-103, using this DOE technology. The Company expects to invest approximately $25-$30 million through 2001 to build this manufacturing and R&D facility, with less than $5 million expected to be spent during 1999. Construction costs of approximately $400,000 have been incurred on this project as of September 30, 1999 and are included in construction in progress. NOTE C - CONTINGENCIES In January 1999, the Company and certain of its officers and directors were named as defendants in certain securities actions, alleging violations of the federal securities laws, including Sections 10(b), 20(a) and Rule 10b-5 of the Securities and Exchange Act of 1934, as amended. These actions have been consolidated into a single action pending in the U.S. District Court for the Northern District of Georgia. The complaint, as amended, purports to represent a class of investors who purchased or sold securities during the time period from January 29, 1998 to January 11, 1999. The amended complaint generally alleges that the defendants made certain misrepresentations and omissions in connection with the performance of the Company during the class period and seeks unspecified damages. On May 14, 1999 a stockholder of the Company filed a derivative complaint in the Delaware Court of Chancery purportedly on behalf of the Company, alleging that certain directors breached their fiduciary duties by engaging in the conduct that is alleged in the consolidated federal class action complaint. The derivative action THERAGENICS CORPORATION NOTES TO FINANCIAL STATEMENTS - CONTINUED SEPTEMBER 30, 1999 (UNAUDITED) NOTE C - CONTINGENCIES - CONTINUED has been stayed by the agreement of the parties. On September 3, 1999, the Company filed a motion to dismiss the consolidated federal class action complaint on the grounds that it fails to state a claim against the Company. There has not yet been a ruling on the Company's motion. Management believes these charges are without merit and intends to vigorously oppose the litigation, however, given the nature and early stage of the proceedings, the ultimate outcome of the litigation cannot be determined at this time. Accordingly, no provision for any liability that might result from this litigation has been made. The Company maintains insurance for claims of this general nature. In trade secret litigation filed against International Brachytherapy ("IBt"), Theragenics has claimed ownership of certain cyclotron improvements incorporated into the cyclotrons provided to IBt by the companies' common cyclotron vendor. IBt is seeking indemnification from the cyclotron vendor against the Company's claims. The cyclotron vendor has in turn filed for arbitration seeking determination of ownership of the cyclotron improvements and certain other information developed by Theragenics relating to the cyclotron technology. The cyclotron vendor is also seeking indemnification for any amounts paid by the vendor to IBt to defend against the trade secret claims of Theragenics, and attorney fees in the arbitration. The cyclotron vendor is not seeking to prevent the Company from using the cyclotrons or the related improvements or information. The parties are in the process of conducting discovery and the ultimate outcome of this uncertainty cannot be determined at this time. Accordingly, no provision for any liability that might result from this uncertainty has been made. NOTE D - UNSECURED CREDIT AGREEMENT In August 1999, the Company executed an Unsecured Credit Agreement with a financial institution. The Unsecured Credit Agreement, which expires in August 2002, provides for borrowings of up to $40,000,000 under two lines of credit. Interest on outstanding borrowings is payable monthly at the Prime rate or a LIBOR based rate, at the option of the Company. The LIBOR based rate is equal to LIBOR plus a margin ranging from .7% to 1.55%, depending upon certain financial ratios of the Company. Under the Unsecured Credit Agreement the Company has the option, through August 2001, of converting outstanding borrowings of up to $25,000,000 to a term loan which would be repayable over 5 years. An additional uncommitted $10,000,000 line of credit is also available under the Unsecured Credit Agreement, subject to the approval of the financial institution. Provisions of the Unsecured Credit Agreement limit the incurrence of additional debt and require the maintenance of certain financial ratios, among other things. As of September 30, 1999, the Company was in compliance with the provisions of the Unsecured Credit Agreement and there were no outstanding borrowings. The Unsecured Credit Agreement replaced the $15,000,000 Amended and Restated Loan and Security Agreement that was previously outstanding. Item 2. Management's' Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Revenues Revenues for the quarter and nine months ended September 30, 1999 increased $352,000 or 3.2%, and $3,642,000 or 12.9%, respectively, over the comparable 1998 periods. The increase in revenues was supported by additional cyclotron and assembly capacity. Management believes that the third quarter of 1999 contained certain seasonally slow periods due to summer vacations taken by physicians, patients and patients' families, and the occurrence of two holidays and a major medical convention during the period. During 1999, management has begun to identify certain seasonality associated with the demand for TheraSeed(R). It appears that holidays, major medical conventions and vacations taken by physicians, patients and patients' families may have an impact on sales during the year. Management is continuing to monitor and assess the impact that seasonality may have on the demand for TheraSeed(R). The Company has not currently identified any critical information technology assets under its control that present a material risk of not being Year 2000 ("Y2K") compliant in a timely manner, or for which an acceptable alternative cannot be implemented (see "Impact of Year 2000 Issue" below). However, the Company does not possess the ability to control or predict the behavior of its significant customer, or the health care providers and patients that utilize its product. Health care providers and patients may elect to delay or accelerate TheraSeed(R) procedures that would have otherwise been scheduled on or near December 31, 1999, as a preventative measure for their concerns about Y2K issues or threats. Any significant delays or accelerations of TheraSeed(R) procedures as a reaction to Y2K concerns would have an impact on sales in the fourth quarter of 1999 and the first quarter of 2000. Currently, management has not been able to determine whether a significant number of TheraSeed(R) procedures will be delayed or accelerated near year-end because of Y2K concerns. The Balanced Budget Act of 1997 provides for reductions in Medicare spending and prospective payment reform on health care purchasing levels and payment streams. This legislation has the potential of affecting any or all medical procedures and devices, and therefore is receiving intense attention from a wide spectrum of health care interests. As with other medical devices, the proposed rules implementing a new prospective payment system for Medicare reimbursement of outpatient services could reduce reimbursement for seeds. The proposed rules are not expected to be implemented until sometime in 2000, and have generated extensive comments. The ultimate form and timing of the implementation of a prospective payment system on reimbursement for brachytherapy procedures, and the impact thereof, if any, is uncertain at this time. If a prospective payment system is implemented that reduces reimbursement to health care providers for brachytherapy using TheraSeed(R), sales may be adversely affected. The Company and Indigo are continuing to actively work to limit the potential impact of the proposed prospective payment system, if any, on reimbursement for seeding using TheraSeed(R). While pleased with the efforts thus far, management cannot be certain of the ultimate outcome. Costs and Expenses Cost of sales for the quarter and nine months ended September 30, 1999 increased $275,000 or 8.6%, and $2,239,000 or 28.8%, respectively, over the comparable 1998 periods. Cost of sales as a percentage of revenue increased to 30.1% for the quarter ended September 30, 1999 from 28.6% during the third quarter of 1998, and to 31.6% during the nine months ended September 30, 1999 from 27.7% for the comparable 1998 period. These increases were attributable to an increase in the manufacturing fixed cost base as depreciation and other fixed expenses associated with additional cyclotrons and new manufacturing facilities were incurred during 1999. As additional cyclotrons come on line, margins generally decline because each machine represents excess capacity for a period while carrying its full component of fixed costs, including depreciation. Currently, nine cyclotrons are operational. Two additional cyclotrons are expected to be operational during the fourth quarter, bringing the total number of cyclotrons in operation to eleven by year-end. Three more cyclotrons are expected to be operational during 2000, which will bring the total number of cyclotrons in operation to fourteen. Cost of product sales are expected to continue to increase as a percent of revenue to the extent that additional cyclotrons create capacity more rapidly than the growth in demand. Additionally, the number of production related employees during the 1999 periods was greater than the comparable 1998 periods due to the Company's increased operations. Selling, general and administrative ("SG&A") expenses for the quarter and nine months ended September 30, 1999 increased by $53,000 or 3.2%, and $576,000 or 13.4%, respectively, over the comparable 1998 periods. These increases were due to increases in compensation and benefits as a result of the increasing scope of the Company's operations, and increases in legal and professional fees. Increases in legal and professional fees related primarily to services provided in connection with the Company's expansion programs. The third quarter of 1998 included non-recurring SG&A expenses of approximately $175,000 related to the initial listing of the Company's common stock on the New York Stock Exchange Research and development ("R&D") expenses decreased to $203,000 for the third quarter of 1999, from $262,000 for the third quarter of 1998. R&D expenses for the nine months ended September 30, 1999 increased to $483,000, from $352,000 for the comparable 1998 period. R&D expenses were primarily a result of development efforts to improve the Company's proprietary production processes. During the third quarter of 1999, the Company launched a research and development initiative to expand the application of Pd-103 and TheraSeed(R) to other oncological and non-oncological uses, and explore options for using its expertise and capabilities in other areas. In October 1999, the Company hired a Vice President of Isotope Production and Research, to assist in its research and development initiative. The Vice President of Isotope Production and Research brings extensive scientific expertise and the Company believes he will be a strong addition to the management team. Management plans to significantly increase efforts and investment in research and development as its initiatives move forward and expects future R&D expenditures to increase significantly. However, R&D spending is dependent on appropriate opportunities arising so no assurances can be made as to spending amounts. As a result, R&D expenses may fluctuate significantly from period to period. In April 1999 the Company announced that the U.S. Department of Energy (DOE) has granted Theragenics access to unique DOE technology for use in production of isotopes, including Pd-103 (See "Liquidity and Capital Resources" below). The Company expects that the use of this technology and the related infrastructure will significantly increase the Company's production capacity for Pd-103. In addition, the Company expects that this increased production capacity will make additional R&D resources and opportunities available as that technology becomes operational, which is not expected before 2001. Other income for the third quarter of 1999 increased by $71,000 over the third quarter of 1998. Other income for the nine months ended September 30, 1999 decreased by $50,000 from the comparable period in 1998. Funds available for investment will continue to be utilized for the Company's current and future expansion programs. As funds continue to be used for expansion programs, management expects other income to decline accordingly. The Company's effective income tax rate was 32.0% and 34.7% for the quarter and nine months ended September 30, 1999, respectively, compared to an effective income tax rate of approximately 36% for each of the comparable 1998 periods. The reduction in the effective income tax rates in the 1999 periods was a result of the recognition of $250,000 of investment tax credits in the third quarter of 1999. These tax credits were a result of the Company's investments in its expansion projects, and the Company may apply for additional tax credits in future periods based on future investments. However, any future tax credits of this type are not expected to have a significant impact on future periods. Liquidity and Capital Resources The Company had cash and short-term investments of $20.5 million at September 30, 1999 compared to $19.5 million at December 31, 1998. The increase was attributable to cash provided by operations of $16.5 million and cash provided by financing activities of $400,000, offset by cash used by investing activities of $15.9 million. Operating activities for the nine months ended September 30, 1999 generated $16.5 million in cash. This primarily consisted of net earnings of $11.3 million, non-cash expenses, primarily depreciation and deferred income taxes of $4.1 million, and $1.1 million from changes in working capital components. Cash used by investing activities was $15.9 million for the nine months ended September 30, 1999, comprised of $8.6 million for capital expenditures, $7.2 million for net investments in marketable securities, and $100,000 for the Company's new line of credit facilities. Capital expenditures are expected to increase significantly throughout the remainder of 1999 and 2000. These expenditures relate primarily to capital expansion projects including the addition of cyclotrons and new manufacturing and support facilities, and investments related to the Company's agreement with the U.S. Department of Energy (see below). Currently there are nine cyclotrons in operation. The Company also has outstanding commitments for the purchase of five additional cyclotrons and supporting facilities. Currently, all five additional cyclotrons are on site at the Company's manufacturing facilities. Two of these cyclotrons are expected to be operational in the fourth quarter of 1999, with the remaining cyclotrons expected to be operational during 2000. The Company's corporate headquarters facility is also under construction and is expected to be completed in the first half of 2000. Approximately $15.1 million of construction in progress at September 30, 1999 relates to these expansion projects, including the cyclotrons, supporting manufacturing facilities and corporate headquarters facility, and the Company expects to invest an additional $5.0 million to complete these projects. As previously stated, in April 1999 the Company announced that the U.S. Department of Energy (DOE) has granted Theragenics access to unique DOE technology for use in production of isotopes, including Pd-103. This technology venture represents part of a DOE initiative to redirect Cold War assets to peacetime use and cushion the economic impact of U.S. Defense Department cutbacks. The Company expects that the use of this technology will significantly increase its capacity and allow for expanded use of Pd-103 and TheraSeed(R) beyond treatment of prostate cancer to new medical applications. The Company expects to construct a facility in Oak Ridge, Tennessee to house the equipment, infrastructure and work force necessary to support the production of isotopes, including Pd-103, using this DOE technology. The Company expects to invest approximately $25 - $30 million through 2001 to build this manufacturing and R&D facility, with less than $5 million expected to be spent during 1999. Construction costs of approximately $400,000 were incurred on this project during the nine months ended September 30, 1999. As part of this project, the Company has leased land in the Oak Ridge, Tennessee area and equipment previously used by the government to produce isotopes. As a result of the sensitive nature of the equipment, the specialized technology involved and the restrictions on access to unique DOE-operated facilities, the Company has contracted with the DOE's primary contractor for the Oak Ridge government installation to handle certain technical and operational services that are critical to the project, including moving, reassembling and recommissioning equipment currently in storage, designing and fabricating new parts and modifications to the equipment and DOE facilities; and operating and providing ongoing access to the DOE facilities. The success of the project is dependent on the continued cooperation of the DOE and its primary contractor, which could be adversely affected by future changes in governmental program priorities and funding. If the equipment cannot be moved and recommissioned successfully, if there are problems with the operation or modification of the DOE-operated facilities, or if unforeseen challenges arise, the project may not be successful or the costs or timeliness associated with the project could exceed current estimates. Cash provided by financing activities was $400,000 during the nine months ended September 30, 1999 representing cash proceeds from the exercise of stock options, warrants and the employee stock purchase plan. In August 1999, the Company executed an Unsecured Credit Agreement with a financial institution. The Unsecured Credit Agreement, which expires in August 2002, provides for borrowings of up to $40,000,000 under two lines of credit. Interest on outstanding borrowings is payable monthly at the Prime rate or a LIBOR based rate, at the option of the Company. The LIBOR based rate is equal to LIBOR plus a margin ranging from .7% to 1.55%, depending upon certain financial ratios of the Company. An additional uncommitted $10,000,000 line of credit is also available under the Unsecured Credit Agreement, subject to the approval of the financial institution. The Unsecured Credit Agreement replaced the $15,000,000 Amended and Restated Loan and Security Agreement that was previously outstanding. The Company believes that current cash and investment balances, cash from future operations and existing credit facilities, will be sufficient to meet its currently anticipated working capital and capital expenditure requirements. In the event additional financing becomes necessary, management may choose to raise those funds through other means of financing as appropriate. Foreign Currency and Geographic Information Remaining purchase commitments denominated in Belgian Francs were not significant at September 30, 1999. The Company had no balance sheet accounts denominated in foreign currencies at September 30, 1999. Statements of earnings items and foreign currency transaction gains or losses were not significant during the nine months ended September 30, 1999. Impact of the Year 2000 Issue Introduction Many computer systems used today were designed and developed using two digits, rather than four, to specify the year. Consequently, such systems may recognize a date of "00" as the year 1900 instead of the year 2000. Other problems may also be encountered, such as the inability to recognize special codes that make use of the date field. These and other problems may exist in primary software products and embedded systems such as microcontrollers. This may cause many computer systems to fail or create inaccurate results unless corrective measures are taken. Additionally, a company may be affected by the computer systems of their customers and vendors, even though that company's internal computer systems may be Year 2000 (Y2K) compliant. State of Readiness The Company began to assess the status of its Y2K readiness during 1997 and developed a plan intended to make its information technology assets, including embedded microcontrollers ("IT assets"), year 2000 ready. The plan covers the following phases: (i) inventory of IT assets, (ii) assessment of repair requirements (iii) repair and testing, and (iv) creation of contingency plans in the event of Y2K related failures. The inventory and assessment phases have been completed for all critical IT assets. Repairs and testing of critical internal IT assets was substantially completed during the second quarter of 1999. Though repairs and testing of critical IT assets have been substantially completed, the Company intends on continually reassessing the Y2K status of these assets throughout 1999. The Company's Y2K compliance also depends upon the compliance of others. The Company has contacted its critical suppliers and significant customer to evaluate their Y2K programs and state of readiness, and to evaluate whether a Y2K related disruption at these entities would have a material adverse effect on the Company's operations as the year 2000 approaches. At the current date, the Company has received responses from approximately 95% of the entities contacted, none of which have indicated that a year 2000 related business interruption is anticipated. However, while the Company believes it is taking reasonable action in this regard, Theragenics is not in a position to guarantee the performance of others or predict whether any assurances and representations received from others will ultimately prove to be accurate. Additionally, the Y2K compliance of the Company's critical suppliers and significant customer also depends upon the Y2K compliance of their critical suppliers and customers. The Company also relies on governmental agencies, utility companies, telecommunication service providers, financial institutions and other service providers outside of the Company's control. There is no assurance that any of these entities will not experience a year 2000 related failure and business interruption. Such failures could have a material adverse effect on the Company's financial position and results of operations. Costs to Address the Year 2000 Issue The Company has incurred costs of approximately $75,000 in addressing the Y2K issue, consisting primarily of replacing IT assets that were not Y2K compliant. The total cost of Y2K remediation is expected to be less than $100,000. Risks of the Company's Year 2000 Issues The Company has not currently identified any critical IT assets under its control that present a material risk of not being Y2K compliant in a timely manner, or for which an acceptable alternative cannot be implemented. As the Company continues to reassess the Y2K status of its critical IT assets however, it is possible that IT assets could be identified that present a material risk of a Y2K interruption, and that such an interruption could have a material adverse effect on the Company's financial position and results of operations. The Company does not possess the ability to control its critical suppliers, significant customer or the health care providers that utilize its product. Y2K related disruptions, or the perception that Y2K issues may create disruptions, at these entities could result in delays in the supply of goods and services, capital equipment and construction of facilities from the Company's vendors, delays in receiving payments from the Company's significant customer, and delays in the ordering of product and scheduling of TheraSeed(R) procedures by the health care providers, among other things. Such potential delays could be of a short-term nature or could be more significant and longer-term. In particular, patient and health care provider concerns regarding Y2K issues could cause sales to be shifted from early January to either December of 1999 or later in 2000. The failure of any of these entities to properly address their year 2000 issues could have a materially adverse effect on the Company's financial position and results of operations. Additionally, the failure of the Company's primary equipment vendor to deliver and install cyclotrons in accordance with the terms of the purchase contracts could have a materially adverse effect on the Company's ability to increase its production capacity. Contingency Plans Contingency plans for critical IT assets have been developed. These contingency plans will be modified as the risks of potential Y2K interruptions continue to be assessed. Forward Looking and Cautionary Statements This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding sales and marketing efforts, future cost of sales, R&D efforts and expenses, SG&A expenses, capacity expansion projects, the Oak Ridge project, possible data processing issues related to the year 2000 and related public perceptions, the development of new technologies, processes and products, and the sufficiency of the Company's liquidity and capital resources. From time to time, the Company may also make other forward-looking statements relating to such matters as well as anticipated financial performance, business prospects, technological developments, research and development activities and similar matters. These forward-looking statements are subject to certain risks, uncertainties and other factors which could cause actual results to differ materially from those anticipated, including risks associated with the management of growth, Year 2000 issues, research and development activities, adverse changes in governmental program priorities and budgetary funding by the relevant governmental authorities, potential costs and delays in the startup and refinement of technology and related equipment, potential equipment failure, inability to obtain, construct or install necessary parts or modifications to production equipment or facilities, effectiveness and execution of Indigo's marketing and sales programs, acceptance and efficacy of Pd-103 for other applications, government regulation of the therapeutic radiological pharmaceutical and device business, the impact of a prospective payment system for Medicare reimbursement of health care providers and other changes in third party health care reimbursement, dependence on health care professionals, and competition from other brachytherapy products and conventional and newly developed methods of treating localized cancer. Item 3. Quantitative and Qualitative Disclosures About Market Risk See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations; Foreign Currency and Geographic Information". PART II. OTHER INFORMATION Item 1. Legal Proceedings. See Note C to the Company's financial statements included in Item 1 of this report, which is incorporated by reference hereby. Item 6. Exhibits and Reports on Form 8-K. (a) The following exhibit is filed as a part of this report; Exhibit 10.1 Credit Agreement Between Theragenics Corporation and Wachovia Bank, National Association Exhibit 27 Financial Data Schedule (for SEC use only) (b) No reports on Form 8-K were filed during the quarter ended September 30, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REGISTRANT: THERAGENICS CORPORATION By: /s/ M. Christine Jacobs --------------------------- M. Christine Jacobs Chief Executive Officer /s/ Bruce W. Smith --------------------------- Bruce W. Smith Treasurer and Chief Financial Officer Dated: November 15, 1999 EX-99.A9 2 WACHOVIA CREDIT AGREEMENT - ------------------------------------------------------------------------------ CREDIT AGREEMENT BETWEEN THERAGENICS CORPORATION AND WACHOVIA BANK, NATIONAL ASSOCIATION CLOSING DATE: AUGUST 30, 1999 - ------------------------------------------------------------------------------ -iii- -i- TABLE OF CONTENTS 1. DEFINITIONS, TERMS AND REFERENCES.................................... 1 1.1. Certain Definitions......................................... 1 1.2. Use of Defined Terms........................................10 1.3. Accounting Terms............................................10 1.4. UCC Terms...................................................10 2. THE FINANCING........................................................10 2.1. Extensions of Credit........................................10 2.1.1. Line of Credit A...................................10 2.1.2. Line of Credit B...................................11 2.1.3. Line of Credit C...................................11 2.1.4. Letters of Credit..................................12 2.1.5. Term Loan..........................................12 2.2. Interest and Other Charges..................................13 2.2.1. Interest at Applicable Rate........................13 2.2.2. Fees...............................................16 2.2.3. Capital Adequacy...................................17 2.2.4. Usury Savings Provisions...........................17 2.3. General Provisions as to Payments...........................18 2.3.1. Method of Payment..................................18 2.3.2. Application of Payment.............................18 3. GENERAL REPRESENTATIONS AND WARRANTIES...............................18 3.1. Existence and Qualification.................................18 3.2. Authority; and Validity and Binding Effect..................18 3.3. Incumbency and Authority of Signing Officers................19 3.4. No Material Litigation......................................19 3.5. Taxes.......................................................19 3.6. Capital.....................................................19 3.7. Organization................................................19 3.8. Insolvency..................................................19 3.9. Title.......................................................19 3.10. Margin Stock................................................19 3.11. No Violations...............................................20 3.12. Financial Statements........................................20 3.13. Pollution and Environmental Control.........................20 3.14. Possession of Permits.......................................21 3.15. Subsidiaries................................................21 3.16. Federal Taxpayer Identification Number......................21 3.17. Employee Benefit Plans......................................21 3.18. Year 2000 Compliance........................................21 4. AFFIRMATIVE COVENANTS................................................21 4.1. Right to Inspect and Conduct Audits.........................21 4.2. Periodic Financial Statements...............................21 4.3. Annual Financial Statements.................................22 4.4. SEC Reports.................................................22 4.5. Payment of Taxes............................................22 4.6. Maintenance of Insurance....................................22 4.7. Compliance Certificate......................................22 4.8. Preservation of Existence...................................23 4.9. Compliance With Laws........................................23 4.10. Certain Required Notices....................................23 4.11. Year 2000 Compliance........................................23 5. NEGATIVE COVENANTS...................................................23 5.1. Encumbrances................................................23 5.2. Debt........................................................24 5.3. Contingent Liabilities......................................24 5.4. Dividends...................................................24 5.5. Redemption..................................................24 5.6. Investments.................................................24 5.7. Mergers.....................................................25 5.8. Affiliate Transactions......................................25 5.9. Subsidiaries................................................25 5.10. Fiscal Year.................................................25 5.11. Disposition of Assets.......................................25 5.12. Employee Benefit Plans......................................25 6. FINANCIAL COVENANTS..................................................25 6.1. FD/TCF Ratio................................................25 6.2. Tangible Net Worth..........................................26 7. EVENTS OF DEFAULT....................................................26 7.1. Obligations.................................................26 7.2. Misrepresentations..........................................26 7.3. Certain Covenants...........................................27 7.4. Other Covenants.............................................27 7.5. Other Debts.................................................27 7.6. Voluntary Bankruptcy........................................27 7.7. Involuntary Bankruptcy......................................27 7.8. Judgments...................................................28 7.9. Disavowal of Certain Obligations............................28 7.10. Material Adverse Change.....................................28 7.11. Change of Control, Etc......................................28 8. REMEDIES.............................................................28 8.1. Acceleration of the Obligations.............................28 8.2. Default.....................................................29 8.3. Other Remedies..............................................29 9. MISCELLANEOUS........................................................29 9.1. Waiver......................................................29 9.2. GOVERNING LAW...............................................29 9.3. Survival....................................................29 9.4. Assignments.................................................29 9.5. Counterparts................................................30 9.6. Reimbursement...............................................30 9.7. Successors and Assigns......................................30 9.8. Severability................................................30 9.9. Notices.....................................................30 9.10. Entire Agreement: Amendments................................31 9.11. Time of Essence.............................................31 9.12. Interpretation..............................................31 9.13. Lender Not a Joint Venturer.................................31 9.14. JURISDICTION................................................31 9.15. Acceptance..................................................32 9.16. Cure of Defaults by Lender..................................32 9.17. Recitals....................................................32 9.18. Attorney-in-Fact............................................32 9.19. Sole Benefit................................................32 9.20. Indemnification.............................................32 9.21. JURY TRIAL WAIVER...........................................32 9.22. Terminology.................................................33 9.23. Exhibits....................................................33 10. CONDITIONS PRECEDENT.................................................33 10.1. Secretary's Certificate.....................................33 10.2. Good Standing Certificates..................................34 10.3. Loan Documents..............................................34 10.4. Opinion of Counsel..........................................34 CREDIT AGREEMENT PREAMBLE. THIS CREDIT AGREEMENT, made, entered into and effective as of August 30, 1999, by and between THERAGENICS CORPORATION, a Delaware corporation ("Borrower"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national bank ("Lender"). W I T N E S S E T H : WHEREAS, Borrower has applied to Lender for certain financing, consisting of three separate lines of revolving credit, all as more particularly described hereinbelow; and WHEREAS, Lender is willing to extend such financing to Borrower in accordance with the terms hereof upon the execution of this Agreement by Borrower, compliance by Borrower with all of the terms and provisions of this Agreement and fulfillment of all conditions precedent to Lender's obligations herein contained; NOW, THEREFORE, to induce Lender to extend the financing provided for herein, and for other good and valuable consideration, the sufficiency and receipt of all of which are acknowledged by Borrower, Lender agrees with Borrower as follows: 1. DEFINITIONS, TERMS AND REFERENCES. 1.1. Certain Definitions. In addition to such other terms as elsewhere defined herein, as used in this Agreement and in any Exhibit or Schedule attached hereto, the following terms shall have the following meanings: "Advance" shall mean an advance of borrowed funds made by Lender to or on behalf of Borrower under a Line of Credit pursuant to this Agreement. "Affiliate" shall mean, with respect to any Person, any other Person Controlling, Controlled by or under common Control with such Person. "Agreement" shall mean this Credit Agreement, as it may be modified, amended or supplemented from time to time; together with any and all Schedules or Exhibits attached hereto. "Applicable Margin" shall have the meaning given to such term in Section 2.2.1. "Applicable Rate" shall mean the interest rate per annum payable on outstanding Advances, as is defined and more particularly described in Section 2.2.1. "Bankruptcy Code" shall mean Title 11 of the United States Code, as it may be amended from time to time. "Borrower" shall have the meaning given to such term in the preamble to this Agreement. "Borrower Information Schedule" shall mean an information schedule, to be completed by Borrower, in substantially the form of Exhibit "A" attached hereto. "Borrowings" shall mean Advances of borrowed funds under a Line of Credit or pursuant to the Term Loan made hereunder to or on behalf of Borrower pursuant to this Agreement. "Business Day" shall mean a day on which Lender is open for the conduct of banking business at its principal office in Atlanta, Georgia; provided, however, that, for purposes of determining the timing of requests for, and establishing the Applicable Rate on, LIBOR Borrowings, and LIBOR Index Borrowings, "Business Day" shall mean, additionally, any day on which dealings in United States Dollar deposits are also being carried out by Lender in the London interbank eurodollar market. "Closing Date" shall mean the date set forth on the cover page as the "Closing Date." "Compliance Certificate" shall mean a certificate to be signed by a duly authorized officer of Borrower pursuant to Section 4.7 in substantially the form of Exhibit "B" attached hereto. "Consolidated Subsidiaries" shall mean those Subsidiaries of Borrower (if any) existing from time to time which, for purposes of GAAP, are required to be consolidated for financial reporting purposes. "Control," "Controlled" or "Controlling" shall mean, with respect to any Person, the direct or indirect beneficial ownership of more than twenty percent (20%) of the voting securities or voting equity of such Person or the power to direct the management and policies of such Person, directly, indirectly, whether through contract or otherwise. "Debt" shall mean, with respect to any Person, and without duplication, (a) all items, except items of shareholders' and partners' equity or capital stock or surplus or general contingency or deferred tax reserves, which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person, including, without limitation, with respect to any secured non-recourse obligations of such Person, the higher of the book value or fair market value of the property or asset securing such obligation (if less than the amount of such obligation), (b) all direct or indirect obligations of any other Person secured by any Lien to which any property or asset owned by such Person is subject, but only to the extent of the higher of the fair market value or the book value of the property or asset subject to such Lien (if less than the amount of such obligation), if the obligation secured thereby shall not have been assumed (c) to the extent not otherwise included, all capitalized lease obligations of such Person and all obligations of such Person with respect to leases constituting part of a sale and lease-back arrangement (but excluding those relating to the Oak Ridge Transaction), (d) all reimbursement obligations with respect to outstanding letters of credit, and (e) to the extent not otherwise included, all obligations subject to Guaranties of such Person or its Subsidiaries. "Default Condition" shall mean the occurrence of any event which, after satisfaction of any requirement for the giving of notice or the lapse of time, or both, would become an Event of Default. "Default Rate" shall mean that interest rate per annum equal to two percent (2%) per annum in excess of the otherwise Applicable Rate payable on any Obligation. "Dollars" or "$" shall mean United States Dollars. "Employee Benefit Plan" shall mean any "employee welfare benefit plan", as that term is defined in Section 3(1) of ERISA, any "employee pension benefit plan", as that term is defined in Section 3(2) of ERISA, or any other plan which is subject to the provisions of Title IV of ERISA which is for the benefit of any employees of Borrower and any employees of any Subsidiary or any other entity which is a member of a "controlled group" or under "common control" with Borrower, as such terms are defined in Section 4001(a)(14) of ERISA. "Environmental Laws" shall mean all federal, state and local laws, rules, regulations, ordinances, programs, permits, guidances, orders and consent decrees relating to health, safety and environmental matters, whether now or hereafter existing, including, but not limited to state and federal superlien and environmental cleanup laws and U.S. Department of Transportation regulations and any other state or local law or regulation relating to pollution, reclamation, or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes into air, water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or wastes. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as may be amended from time to time. "Event of Default" shall mean any of the events or conditions described in Article 7, provided that any requirement for the giving of notice or the lapse of time, or both, has been satisfied. "FD/TCF Ratio" shall have the meaning given to such term in Section 6.1. "Fiscal Year", in respect of a Person, shall mean the fiscal year of such Person, as employed by such Person as of the Closing Date, and designated as such on the Borrower Information Schedule, as to Borrower. The terms "Fiscal Quarter" and "Fiscal Month" shall correspond accordingly thereto. "GAAP" shall mean generally accepted accounting principles consistently applied for the fiscal period(s) in question. "Guarantor" shall mean, individually and collectively, any and all Subsidiaries of Borrower which subsequent to the Closing Date, pursuant to the operation and effect of Section 5.9, executed a Guaranty. As of the Closing Date, there are no Guarantors. "Guaranty" shall mean any agreement or other writing executed by a Guarantor guaranteeing payment of any of the Obligations. Each Guaranty shall be substantially in the form of Exhibit "C" attached hereto, unless otherwise accepted and approved by Lender. "Interest Period" shall mean: (i) in respect of LIBOR Borrowings, a period commencing on the date of such borrowing and ending on the numerically corresponding date in the first (1st), second (2nd), third (3rd) or sixth (6th) month thereafter, as Borrower may elect in the applicable notice of such borrowing to be given pursuant to Section 2.2.1; provided, however, that any such Interest Period in respect of LIBOR Borrowings which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, and any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; and (ii) in respect of LIBOR Index Borrowings, a period commencing on the first calendar day of each calendar month and ending on the last calendar day of such calendar month; provided, however, that the initial such Interest Period in respect of LIBOR Index Borrowings shall be a period from the Closing Date through the last day of the Calendar Month which includes the Closing Date. "Interest Rate Determination Date" shall mean, (i) in respect of LIBOR Borrowings, three (3) Business Days prior to the first day of each Interest Period.; and (ii) in respect of LIBOR Index Borrowings, two (2) Business Days prior to the first day of each Interest Period. "Lender" shall have the meaning given to such term in the preamble to this Agreement. "Letter of Credit" shall have the meaning given to such term in Section 2.1.4. "Letter of Credit Obligations" shall mean all Obligations of Borrower arising in respect of Letters of Credit, including, without limitation, (i) all contingent liabilities arising in respect of Letters of Credit issued, but not drawn upon, and (ii) all reimbursement liabilities arising in respect of drawings made under Letters of Credit. "LIBOR Borrowings" shall mean those Borrowings which Borrower elects, pursuant to Section 2.2.1, to bear interest at a rate per annum determined by reference to the LIBOR Rate plus the Applicable Margin described therein. "LIBOR Index Rate" shall mean, with respect to any Interest Period for LIBOR Index Borrowings, an interest rate per annum computed by dividing: (x) the rate per annum determined by Lender from time to time on the basis of the offered rate for deposits in dollars in the London interbank borrowing market of amounts equal to or comparable to the maximum amount of Line of Credit B offered for a term comparable to the relevant Interest Period for LIBOR Index Borrowings, which rate appears on the display designated as page "3750" of the Telerate Service (or such other page as may replace page "3750" of that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits) as of 11:00 a.m., London time, on the Interest Rate Determination Date for LIBOR Index Borrowings pertaining to such Interest Period (which rate shall be rounded upward, if necessary, to the next higher 1/10,000 of 1%); provided, however, that if more than one such offered rate appears on such service on such date, the offered rate shall be deemed to be the arithmetic average (rounded upward, if necessary, to the next higher of 1/100 of 1%) of such offered rates; by (y) the number 1 minus any then applicable percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or its successor) for determining the reserve requirement for the Lender in respect of "Eurocurrency liabilities" (or any other category of liabilities which includes deposits by reference to which the interest rate on such borrowings is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of Lender to United States residents) hereunder. The LIBOR Index Rate shall be adjusted automatically on and as of the effective date of any change in the percentage described in the foregoing clause (y). The determination of the LIBOR Index Rate shall also be based on such other factors as Lender deems relevant thereto for purposes of determining such index rate. "LIBOR Index Borrowings" shall mean those Borrowings under Line of Credit B bearing interest at a rate per annum determined by reference to the LIBOR Index Rate plus the Applicable Margin. "LIBOR Rate" shall mean, with respect to any Interest Period for a LIBOR Borrowing, an interest rate per annum computed by dividing: (x) the rate per annum determined by Lender from time to time on the basis of the offered rate for deposits in dollars in the London interbank borrowing market of amounts equal to or comparable to the amount of a requested borrowing under the Line of Credit to which such Interest Period relates offered for a term comparable to such Interest Period, which rate appears on the display designated as page "3750" of the Telerate Service (or such other page as may replace page "3750" of that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits) as of 11:00 a.m., London time, on the Interest Rate Determination Date for such LIBOR Borrowing pertaining to such Interest Period (which rate shall be rounded upward, if necessary, to the next higher 1/10,000 of 1%); provided, however, that if more than one such offered rate appears on such service on such date, the offered rate shall be deemed to be the arithmetic average (rounded upward, if necessary, to the next higher of 1/100 of 1%) of such offered rates; by (y) the number 1 minus any then applicable percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or its successor) for determining the reserve requirement for the Lender in respect of "Eurocurrency liabilities" (or any other category of liabilities which includes deposits by reference to which the interest rate on such borrowings is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of Lender to United States residents) hereunder. The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the percentage described in the foregoing clause (y). "Lien" shall mean any deed to secure debt, deed of trust, mortgage or similar instrument, and any lien, security interest, or preferential arrangement which has the practical effect of constituting a security interest, security title, pledge, charge, encumbrance or servitude of any kind, whether by consensual agreement or by operation of statute or other law, and whether voluntary or involuntary, including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof. "Line of Credit A" shall mean the committed Line of Credit in a principal amount equal to the Line of Credit Commitment A established by Lender in favor of Borrower pursuant to Section 2.1.1. "Line of Credit B" shall mean the committed Line of Credit in a principal amount equal to the Line of Credit Commitment B established by Lender in favor of Borrower pursuant to Section 2.1.2. "Line of Credit C" shall mean the uncommitted Line of Credit in the principal amount of Ten Million Dollars ($10,000,000) established by Lender in favor of Borrower pursuant to Section 2.1.3. "Lines of Credit" shall mean, collectively, Line of Credit A, Line of Credit B and Line of Credit C; and "Line of Credit" shall refer individually thereto. "Line of Credit Commitment A" shall mean the Commitment of Lender to extend credit to Borrower under Line of Credit A in up to the principal amount of up to Thirty-Five Million Dollars ($35,000,000), subject to the terms and conditions set forth in Section 2.1.1; as it may be reduced pursuant to the operation and effect of Section 2.1.5. "Line of Credit Commitment B" shall mean the Commitment of Lender to extend credit to Borrower under Line of Credit B in up to the principal amount of up to Five Million Dollars ($5,000,000), subject to the terms and conditions set forth in Section 2.1.2. "Line of Credit Commitments" shall mean, collectively, Line of Credit Commitment A and Line of Credit Commitment B; and "Line of Credit Commitment" shall refer individually thereto. "Master Note A" shall mean the master promissory note, dated the Closing Date, issued by Borrower to the order of Lender in a principal amount equal to the Line of Credit A Commitment; together with any extensions or renewals thereof, and any amendments thereto. "Master Note B" shall mean the master promissory note, dated the Closing Date, issued by Borrower to the order of Lender in a principal amount equal to the Line of Credit B Commitment; together with any extensions or renewals thereof, and any amendments thereto. "Master Note C" shall mean the master promissory note, dated the Closing Date, issued by Borrower to the order of Lender, in a principal amount equal to the maximum principal amount of Line of Credit C, together with any extensions or renewals thereof, and any amendments thereto. "Master Notes" shall mean collectively, Master Note A, Master Note B and Master Note C; and "Master Note" shall refer individually thereto. Each Master Note shall be substantially in the form of Exhibit "D". "Material Adverse Change" shall mean with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of the financial condition, operations, business or properties of the Borrower and its Consolidated Subsidiaries taken as a whole. "Note" shall mean any instrument at any time evidencing all or any portion of any Obligations. The term "Note" shall include, without limitation, each Master Note and any Term Note. The term "Notes" shall refer, collectively, to the foregoing. "Oak Ridge Transaction" shall mean a sale/leaseback transaction involving, all or part of Borrower's Oak Ridge, Tennessee facility, which may be entered into by Borrower subsequent to the Closing Date. "Obligations" shall mean any and all Debts of Borrower to Lender arising hereunder or as a result hereof, whether evidenced by any Note, or constituting Advances, Letter of Credit Obligations or otherwise, and any and all extensions or renewals thereof in whole or in part; together with any and all future or additional obligations of Borrower to Lender whatsoever and in any event, whether existing as of the date hereof or hereafter arising, whether arising under a loan, lease, credit card arrangement, line of credit, letter of credit or other type of financing, and whether evidenced by, arising out of, or relating to, a promissory note, bill of exchange, check, draft, bond, letter of credit, guaranty agreement, bankers' acceptance, foreign exchange contract, interest rate protection agreement, derivative product or contract, commitment fee, service charge or otherwise. "Permitted Encumbrances" shall mean: (i) Liens for taxes not yet due and payable or being actively contested as permitted by this Agreement; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business; (iii) pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (iv) deposits to secure the performance of utilities, leases, statutory obligations and surety and appeal bonds and other obligations of a like nature arising by statute or under customary terms regarding depository relationships on deposits held by financial institutions with whom Borrower has a banker-customer relationship; (vi) typical restrictions imposed by licenses and leases of software (including location and transfer restrictions); (vii) Liens in favor of Lender; (viii) Liens granted by Borrower or any Subsidiary to vendors or financiers of capital assets to secure the payment of Purchase Money Debt so long as (A) such Debt is permitted to be incurred hereunder, (B) such Liens extend only to the specific assets so purchased, secure only such deferred payment obligation and related interest, fees and charges and no other Debt, and (C) such Liens are promptly released upon the payment in full of such Debt; and (ix) other Liens securing not more than $250,000 of Debt. "Person" shall mean any individual, partnership, corporation, limited liability company, joint venture, joint stock company, trust, governmental unit or other entity. "Prime Borrowings" shall mean any Borrowings which, at Borrower's election or Lender's requirement, under Section 2.2.1, bear interest at the Prime Rate. "Prime Rate" refers to that interest rate so denominated and set by Lender from time to time as an interest rate basis for borrowings. The Prime Rate is but one of several interest rate bases used by Lender. Lender extends credit at interest rates equal to, above and below the Prime Rate. "Purchase Money Debt" shall mean Debt incurred by Borrower or any Subsidiary in connection with the acquisition of capital assets for the cost thereof (including any for the deferred payment of any purchase price). "Quoted Rate", in respect of Borrowings under Line of Credit C, shall mean that interest rate per annum quoted by Lender and accepted by Borrower as the Applicable Rate in respect of such Borrowings upon the making of any advance under Line of Credit C. To be effective, each Quoted Rate (together with terms of payment thereof) must be offered, and accepted, in writing by Lender and Borrower, respectively. "Subordinated Debt" shall mean any unsecured Debt of Borrower or any Subsidiary to any Person for borrowed funds or for the deferred payment of any purchase price which, by written agreement in form and substance satisfactory to Lender, has been subordinated in right of payment and claim, to the rights and claims of Lender in respect of the Obligations on terms and conditions otherwise accepted and approved by Lender. "Subsidiary" shall mean any corporation, partnership, business association or other entity (including any Subsidiary of any of the foregoing) of which Borrower owns, directly or indirectly through one or more Subsidiaries, fifty percent (50%) or more of the capital stock or other equity interest having ordinary power for the election of directors or others performing similar functions. "Term Loan" shall have the meaning given to such term in Section 2.1.5. "Term Loan Conversion Date" shall have the meaning given to such term in Section 2.1.5. "Term Note" shall mean the term promissory note, dated the Term Loan Conversion Date, issued by Borrower to the order of Lender in a principal amount equal to the Term Loan; together with any extensions or renewals thereof, and any amendments thereto. The Term Note shall be substantially in the form of Exhibit "E". "Termination Date" shall mean, in the case of the Line of Credit Commitments, that date which is the third (3rd) anniversary of the Closing Date; provided, however, that at Lender's sole option, exercisable by written notice to such effect given to Borrower by Lender within thirty (30) days of the end of each anniversary of the Closing Date, in substantially the form of Exhibit "H" attached hereto, Lender may extend the Termination Date, as to either (or both) of the Line of Credit Commitments, or Line of Credit C, at Borrower's request, for successive periods of one (1) year each measured from such anniversary of the Closing Date. "Year 2000 Compliant and Ready" shall mean that the Borrower's and its Subsidiaries' hardware and software systems with respect to the operation of its business and its general business plan will: (i) handle date information involving any and all dates before, during and/or after January 1, 2000, including accepting input, providing output and performing date calculations in whole or in part; (ii) respond to and process two digit year input without creating any ambiguity as to the century; and (iii) store and provide date input information without creating any ambiguity as to the century. 1.2. Use of Defined Terms. All terms defined in this Agreement and the Exhibits shall have the same defined meanings when used in any other Loan Documents, unless the context shall require otherwise. 1.3. Accounting Terms. All accounting terms not specifically defined herein shall have the meanings generally attributed to such terms under GAAP. 1.4. UCC Terms. The terms "accounts", "chattel paper", "instruments", "general intangibles", "inventory," "equipment" and "fixtures", as and when used in the Loan Documents, shall have the same meanings given to such terms under the UCC. 2. THE FINANCING. 2.1. Extensions of Credit. 2.1.1. Line of Credit A. On the Closing Date, subject to fulfillment of all conditions precedent setforth in Section 11, Lender agrees to open Line of Credit A in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances under Line of Credit A in up to a maximum aggregate principal amount outstanding at any one time equal to the original principal amount of the Line of Credit Commitment A. All proceeds of Advances so obtained under Line of Credit A may be used by Borrower in such manner as Borrower may elect in the ordinary course of its business operations, including, without limitation, investments in capital assets. The Debts arising from Advances made to or on behalf of Borrower under Line of Credit A shall be evidenced by Master Note A, which shall be executed by Borrower and delivered to Lender on the Closing Date. The outstanding principal amount of Master Note A may fluctuate from time to time, but shall be due and payable in full on the Termination Date, and shall bear interest from the date of each disbursement of principal until paid in full at the Applicable Rate, payable in the manner described in Section 2.2.1. Subject to any contrary provisions of Section 2.2.1 in respect of LIBOR Borrowings, Borrower shall have the option to request Advances under Line of Credit A by telephone or in a writing delivered to Lender not later than 11:00 a.m. (Atlanta, Georgia time) on the date of the requested Advance; provided, however, that, unless otherwise approved by Lender, telephone requests must be confirmed in writing not later than the Business Day following the disbursement of the requested Advance. 2.1.2. Line of Credit B. On the Closing Date, subject to fulfillment of all conditions precedent set forth in Section 11, Lender agrees to open Line of Credit B in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances under Line of Credit B in up to a maximum aggregate principal amount outstanding at any one time equal to the original principal amount of the Line of Credit Commitment B. All proceeds of Advances so obtained under Line of Credit B may be used by Borrower in such manner as Borrower may elect in the ordinary course of its business operations, including, without limitation, investments in capital assets. The Debts arising from Advances made to or on behalf of Borrower under Line of Credit B shall be evidenced by Master Note B, which shall be executed by Borrower and delivered to Lender on the Closing Date. The outstanding principal amount of Master Note B may fluctuate from time to time, but shall be due and payable in full on the Termination Date, and shall bear interest from the date of each disbursement of principal until paid in full at the Applicable Rate, payable in the manner described in Section 2.2.1. Borrower shall have the option to request Advances under Line of Credit B by telephone or in a writing delivered to Lender not later than 11:00 a.m. (Atlanta, Georgia time) on the date of the requested Advance; provided, however, that, unless otherwise approved by Lender, telephone requests must be confirmed in writing not later than the Business Day following the disbursement of the requested Advance. 2.1.3. Line of Credit C. On the Closing Date, subject to fulfillment of all conditions precedent set forth in Section 11, Lender agrees to open Line of Credit C in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may request Advances under Line of Credit C, it being understood and agreed, however, by Borrower that Line of Credit C is not a committed credit facility and that Lender, in its sole discretion, shall have the right, at any time or from time to time, to refuse to honor any such request by Borrower for an Advance under Line of Credit C, or to impose such limitation on the amounts of such Advances or the frequency of their disbursement as Lender, in its sole discretion, may require. Subject to the foregoing, all proceeds of any Advances so obtained under Line of Credit C may be used by Borrower in such manner as Borrower may elect in the ordinary course of its business operations, including, without limitation, investments in capital assets. The Debts arising from Advances made to or on behalf of Borrower under Line of Credit C shall be evidenced by Master Note C, which shall be executed by Borrower and delivered to Lender on the Closing Date. The outstanding principal amount of Master Note C may fluctuate from time to time, but shall be due and payable in full on demand, but in any event not later than the Termination Date, and shall bear interest from the date of each disbursement of principal until paid in full at the Quoted Rate, payable in the manner described in Section 2.2.1. Borrower shall have the option to request Advances under Line of Credit C by telephone or in a writing delivered to Lender not later than 11:00 a.m. (Atlanta, Georgia time) on the date of the requested Advance; provided, however, that, unless otherwise approved by Lender, telephone requests must be confirmed in writing not later than the Business Day following the disbursement of the requested Advance. 2.1.4. Letters of Credit. In addition to the foregoing, so long as Line of Credit A remains open, Borrower shall have the further right to apply for, and obtain standby letters of credit ("Letters of Credit") to be issued by Lender for Borrower for use by Borrower in the ordinary course of its business operations pursuant to a separate application and agreement (one per each Letter of Credit) to be executed at time of issuance between Lender and Borrower, which shall set forth, among other things, the purpose, beneficiary, the expiry date and credit limit, together with the fees and charges imposed by Lender for the issuance and administration thereof. All outstanding Letter of Credit Obligations shall be reserved by Lender against borrowing availability under Line of Credit A. Lender shall have the continuing right to charge as Advances any outstanding Letter of Credit Obligations, and any fees and charges associated therewith, which have become due and payable. Lender shall have the further right from time to time to impose a sublimit on the aggregate amounts of Letters of Credit and Letter of Credit Obligations which at any one time may be outstanding, which sublimit shall be equal to Five Million Dollars ($5,000,000). 2.1.5. Term Loan. At Borrower's option, on any Business Day not later than the second (2nd) anniversary of the Closing Date (the "Term Loan Conversion Date"), Borrower shall have the right to convert up to Twenty Five Million Dollars ($25,000,000) in existing Borrowings under Line of Credit A to a term loan (the "Term Loan"); provided, however, that (i) Borrower has given Lender at least ten (10) Business Days' advance written notice to such effect, (ii) no Event of Default or Default Condition then exists or otherwise would result therefrom, and (iii) the Line of Credit A Commitment shall reduce, dollar-for-dollar, by the principal amount of the Term Loan, effective on the Term Loan Conversion Date. The Debt arising from the making of the Term Loan shall be evidenced by the Term Note, which shall be executed by Borrower and delivered to Lender on the Term Loan Conversion Date. The principal amount of the Term Note shall be repaid by Borrower in nineteen (19) principal installments, each in a principal amount equal to one-forty-eighth (1/48th) of the principal amount of the Term Loan, payable commencing on the first day of the first calendar quarter following the Term Loan Conversion Date, and continuing on a quarterly basis thereafter, on the first day of each succeeding calendar quarter, followed by one (1) final principal installment equal to so much of the principal balance of the Term Note as is then outstanding, which shall be due and payable on the twentieth (20th) such quarterly date. The Term Note shall bear interest at the Applicable Rate, payable in the manner described in Section 2.2.1, from the date thereof on the unpaid principal amount thereof from time to time outstanding. The Term Note may be prepaid, in whole or in part, by Borrower at any time or from time to time hereafter; provided, however, that, any partial prepayment of the Term Note shall be in a minimum amount equal to the principal installment amount of the Term Note prescribed hereinabove or integral multiples thereof and shall be applied by Lender in the inverse order of the maturities of such principal installments of the Term Note then remaining to be paid; and provided, further, that Borrower first shall have remitted to Lender any prepayment fee then due and payable to Lender in respect of LIBOR Borrowings, as prescribed in Sections 2.2.1. 2.2. Interest and Other Charges. 2.2.1. Interest at Applicable Rate. Lender and Borrower agree that the interest rate payable on the Borrowings (herein called the "Applicable Rate") shall be determined as follows: (1) Initial Rates. Outstanding Advances under Line of Credit A and the Term Loan (if any) shall bear interest, at either the Prime Rate, in the case of Prime Borrowings, or, subject to the terms and limitations set forth in subsection (c) below, the LIBOR Rate plus the Applicable Margin, in the case of LIBOR Borrowings. Outstanding Advances under Line of Credit B shall bear interest at the LIBOR Index Rate plus the Applicable Margin, subject, however, to the terms and limitations set forth in subsection (d) below. Outstanding Advances under Line of Credit C shall bear interest at the Quoted Rate. (2) Applicable Margin and Subsequent Adjustments. The applicable margin in respect of Borrowings under the Committed Lines of Credit and the Term Loan (if any) (the "Applicable Margin") shall be, initially, (i) zero percent (0%) per annum, in respect of Prime Borrowings under Line of Credit A and the Term Loan, (ii) seventy hundredths of one percent (.70%)per annum, in respect of LIBOR Borrowings under Line of Credit A and the Term Loan and (iii) one and twenty-hundredths of one percent (1.20%) per annum, in respect of LIBOR Index Borrowings under Line of Credit B. The Applicable Margin described above in respect of Prime Borrowings under Line of Credit A or the Term Loan shall not be subject to further adjustment. The Applicable Margin in respect of LIBOR Borrowings under Line of Credit A and the Term Loan (if any) and, subject to the third proviso set forth below in regard thereto, and LIBOR Index Borrowings under Line of Credit B, shall be subject to subsequent adjustment, up or down, based on Borrower's financial performance, determined by reference to the FD/TCF Ratio, measured quarterly; that is: If FD/TCF Ratio is: The Applicable Margin shall be: < .50:1 .70% - > .50:1; < 1.00:1 .95% - >1.00:1; < 1.50:1 1.20% - >1.50:1; < 2.00:1 1.40% - >2.00:1 1.55% Lender shall determine whether any adjustment to the Applicable Margin is to be made quarterly, based on Borrower's financial statements as of and for each Fiscal Quarter end delivered to Lender pursuant to Section 4.2, provided, however, that if such financial statements are not timely delivered to Lender, then, until delivery of such financial statements, an adjustment to the Applicable Margin shall be made based on an assumed delivery of said financial statements reflecting a FD/TCF Ratio of greater than 2.00:1, provided, further, that no downward adjustment to the Applicable Margin shall be made if an Event of Default or Default Condition then exists; and, provided, finally, that adjustments to the Applicable Margin in respect of LIBOR Index Borrowings under Line of Credit B shall not be made if, by doing so, the Applicable Margin would be reduced below 1.20%. Each such adjustment to the Applicable Margin shall become effective as of the first day of the calendar month following the date on which such financial statements are delivered (or deemed delivered) to Lender, and shall remain effective unless and until any subsequent adjustment becomes effective in accordance with the terms of this subsection (b). Each such adjustment shall apply to all Borrowings then existing and any made during the period for which such adjustment becomes effective. (3) Special Conditions and Limitations on LIBOR Borrowings. All Borrowings under Line of Credit A obtained on the Closing Date and for a period of three (3) Business Days thereafter shall be Prime Borrowings. Thereafter, Borrower shall have thecontinuing right, provided that no Event of Default or Default Condition exists, to obtain LIBOR Borrowings or to convert Prime Borrowings to LIBOR Borrowings under Line of Credit A or the Term Loan; subject, however, to the following conditions and limitations: (i) Borrower must request a LIBOR Borrowing, specifying the amount thereof and the applicable Interest Period, at least three (3) Business Days in advance of the intended Borrowing date; (ii) no more than three (3) LIBOR Borrowings may be outstanding at any one time; (iii) LIBOR Borrowings must be in minimum amounts of Five Hundred Thousand Dollars ($500,000), or integral multiples thereof; (iv) the Interest Period for LIBOR Borrowings shall not exceed the Termination Date, and the aggregate amount of LIBOR Borrowings in respect of the Term Loan must be consistent with, and not exceed, the scheduled principal amortization of the Term Loan; (v) if on or prior to the first day of any Interest Period, Lender determines that deposits in United States Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender of funding any relevant borrowings for such Interest Period, then, Lender shall forthwith give notice thereof to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make any further LIBOR Borrowings available to Borrower shall be suspended; (vi) if at any time, a change of law, or compliance by Lender with any request or directive (whether or not having the force of law) of any governmental authority shall make it unlawful or impracticable for Lender to make available, maintain or fund any LIBOR Borrowings, Lender shall forthwith give notice to such effect to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make such borrowings available to Borrower shall be suspended and if Lender shall determine that it may not lawfully continue to maintain and fund any then outstanding borrowings to maturity and shall so specify in such notice, each Borrowing so affected shall be converted into a Prime Borrowing, effective immediately; (vii) unless Borrower has timely given Lender a notice of a LIBOR Borrowing required hereinabove, a LIBOR Borrowing shall automatically convert to a Prime Borrowing at the expiration of the Interest Period corresponding thereto; and (viii) upon the request of Lender, delivered to Borrower, Borrower shall pay to Lender such amount or amounts as shall be determined by Lender, in its good faith discretion, in connection with the relevant Interest Period as a result of: (A) any payment or prepayment of any LIBOR Borrowing by Borrower being made on a date other than the last day of an Interest Period for such borrowing, whether as a result of permitted voluntary prepayment, involuntary acceleration or otherwise (but not as a result of clause (vi) above); or (B) any failure by the Borrower to undertake any such LIBOR Borrowing on the date for which notice of such borrowing is specified by Borrower. In the case of clause (viii) above, such amount shall include an amount determined by Lender, in its good faith discretion, to be equal to the excess, if any, of the amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow to the last day of the then current Interest Period for such borrowing (or, in the case of a failure to prepay or borrow, the Interest Period for such borrowing which would have commenced on the date of such failure to prepay or borrow) at the applicable rate of interest for such borrowing provided for herein over the amount of interest (as determined by Lender in the exercise of its good faith discretion) Lender would have paid on deposits in Dollars of comparable amounts having terms comparable to such period placed with it by leading banks in the London interbank market with respect to such LIBOR Borrowing. (4) Special Conditions on LIBOR Index Borrowings . All Borrowings under Line of Credit B shall be LIBOR Index Borrowings; subject, however, to the following conditions and limitations: (i) if on or prior to the first day of any Interest Period, Lender determines that deposits in United States Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period or that the LIBOR Index Rate will not adequately and fairly reflect the cost to Lender of funding any relevant borrowings for such Interest Period, then, Lender shall forthwith give notice thereof to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make LIBOR Index Borrowings available to Borrower shall be suspended and any Borrowings obtained under Line of Credit B during such suspension shall be made; instead, as Prime Borrowings; and (ii) if at any time, a change of law, or compliance by Lender with any request or directive (whether or not having the force of law) of any governmental authority shall make it unlawful or impracticable for Lender to make available, maintain or fund any LIBOR Index Borrowings, Lender shall forthwith give notice to such effect to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make such borrowings available to Borrower shall be suspended and if Lender shall determine that it may not lawfully continue to maintain and fund any then outstanding borrowings to maturity and shall so specify in such notice, each Borrowing so affected shall be converted into a Prime Borrowing, effective immediately. (5) Payment of Interest. Accrued interest on all Borrowings at the Applicable Rate shall be due and payable monthly in arrears, on the first day of each calendar month, for the preceding calendar month (or portion thereof), commencing on the first day of the first calendar month following the Closing Date, and at maturity. Accrued interest on any LIBOR Borrowings also shall be due and payable at the expiration of each Interest Period corresponding to such Borrowings. (6) Calculation of Interest and Fees. Interest on Borrowings at the Applicable Rate (and any fees described in Section 2.2.2 computed on a per annum basis) shall be calculated on the basis of (i) a 360 day year with respect to LIBOR Borrowings; and (ii) a 365/366 day year with respect to Prime Borrowings; and, in each such case, actual days elapsed. The Applicable Rate on Prime Borrowings shall change with each change in the Prime Rate, effective as of the opening of business on the Business Day of such change. (7) Charging of Interest and Fees. Accrued and unpaid interest on any Borrowings (and any outstanding fees described in Section 2.2.2) may, if not paid by Borrower within five (5) days after the date when due and payable, be paid, at Lender's option (without any obligation to do so), either (i) by Lender's charging Line of Credit A for an Advance in the amount thereof; or (ii) by Lender's debiting any deposit account of Borrower maintained with Lender for such purpose for the amount thereof; but, notwithstanding the foregoing, Borrower shall be and remain responsible for the payment of such sums. 2.2.2. Fees. In addition to the payment of interest on the Borrowings at the Applicable Rate, Borrower shall also be obligated to pay Lender the following fees and charges: (1) Loan Origination Fee. On the Closing Date, a fully earned, non-refundable loan origination fee of One Hundred Thousand Dollars ($100,000). (2) Non-Usage Fee on Line of Credit A. Quarterly, on the first day of each calendar quarter, commencing on the first of such dates following the Closing Date, a fee equal to (x) twenty hundredths of one percent (.20%) per annum, times (y) the difference between (A) the Line of Credit A Commitment, and (B) the sum, without duplication, of the following, determined on a daily average basis for the immediately preceding calendar quarter (or portion thereof, as the case may be): (i) all outstanding Advances under Line of Credit A plus (ii) all outstanding Letter of Credit Obligations. (3) Non-Usage Fee on Line of Credit B. Quarterly, on the first day of each calendar quarter, commencing on the first of such dates following the Closing Date, a fee equal to (x) twenty hundredths of one percent (.20%) per annum, times (y) the difference between (A) the Line of Credit B Commitment, and (B) all outstanding Advances under Line of Credit B determined on a daily average basis for the immediately preceding calendar quarter (or portion thereof, as the case may be). (4) Term Loan Conversion. On the Term Loan Conversion Date (if any), a fully earned, non-refundable conversion fee equal in amount to one hundred twenty-five thousandths of one percent (.125%) of the Term Loan. 2.2.3. Capital Adequacy. If, after the Closing Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the administration thereof, or compliance by Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, affects or might affect the amount of capital required or expected to be maintained by Lender or any corporation in control of Lender and Lender determines that the amount of such capital is increased by or based upon Lender's obligations hereunder, then from time to time, within thirty (30) days after demand by Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender in light of such circumstances, to the extent that Lender reasonably determines such increase in capital is allocable to Lender's obligations hereunder, and such payment, as and when received, shall be applied by Lender in reimbursement of Lender's increased costs in regard to such obligations; provided, however, that Borrower shall not be obligated to compensate Lender for any amount under this Section 2.2.3 arising or occurring during (a) in the case of each request for compensation, any time or period commencing not more than one hundred twenty (120) days prior to the date on which Lender submits such request and (b) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, Lender could not have known that the resulting reduction in return might arise. 2.2.4. Usury Savings Provisions. Lender and Borrower hereby further agree that the only charge imposed by Lender upon Borrower for the use of money in connection herewith is and shall be interest at the Applicable Rate, and that all other charges imposed by Lender upon Borrower in connection herewith, are and shall be deemed to be charges made to compensate Lender for underwriting and administrative services and costs, and other services and costs performed and incurred, and to be performed and incurred, by Lender in connection with making credit available to Borrower hereunder, and shall under no circumstances be deemed to be charges for the use of money. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the terms of this Agreement or pursuant to the Notes exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that Lender has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and Lender shall promptly refund to Borrower any interest received by Lender in excess of the maximum lawful rate or, if so requested by Borrower, shall apply such excess to the principal balance of the Obligations. It is the intent hereof that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrower under applicable law. 2.3. General Provisions as to Payments. 2.3.1. Method of Payment. All payments of interest, fees and principal pursuant to this Agreement mustbe received by Lender no later than 2:00 p.m. (Atlanta, Georgia time) on the when due, in federal or other funds immediately available to Lender in Atlanta, Georgia. 2.3.2. Application of Payment. Except as otherwise expressly set forth herein, all payments received by Lender hereunder shall be applied, in accordance with the then current billing statement applicable to the Borrowing, first to accrued interest, then to fees, then to principal due and then to late charges. Any remaining funds shall be applied to the further reduction of principal. In the event more than one Borrowing shall be outstanding hereunder, and no designation is made by Borrower, Lender, in its discretion, may determine to which Borrowing(s) each payment shall be applied. Notwithstanding the foregoing, upon the occurrence of a Default Condition or Event of Default, payments shall be applied to the Obligations in such order as Lender, in its sole discretion, may elect. 3. GENERAL REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement, Borrower hereby represents and warrants to Lender (which representations and warranties, together with any other representations and warranties of Borrower contained elsewhere in this Agreement, shall be deemed to be renewed as of the date of each Advance and the issuance of each Letter of Credit), as set forth below: 3.1. Existence and Qualification. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation, as designated on the Borrower Information Schedule, with its principal place of business, chief executive office and office where it keeps all of its books and records being located at the Executive Office and is duly qualified as a foreign corporation in good standing in each other state in which the conduct of its business or the ownership of its property requires such qualification except where the failure to so qualify or remain in good standing could not be reasonably expected to result in a Material Adverse Change. Borrower has as its corporate name, as registered with the secretary of state of the state of its incorporation, the words first inscribed hereinabove as its name, and, except as may be described on the Borrower Information Schedule, has not done business under any other name. 3.2. Authority; and Validity and Binding Effect. Borrower has the corporate power to make, deliver and perform under the Loan Documents, and to borrow hereunder, and has taken all necessary and appropriate corporate action to authorize the execution, delivery and performance of the Loan Documents. This Agreement constitutes, and the remainder of the Loan Documents, as and when executed and delivered for value received, will constitute, the valid obligations of Borrower, legally binding upon it and enforceable against it in accordance with their respective terms. 3.3. Incumbency and Authority of Signing Officers. The undersigned officers of Borrower hold the offices specified hereinbelow and, in such capacities, are duly authorized and empowered to execute, attest and deliver this Agreement and the remainder of the Loan Documents for and on behalf of Borrower, and to bind Borrower accordingly thereby. 3.4. No Material Litigation. Except as may be set forth on the Borrower Information Schedule or in Borrower's most recent 10-Q, there are no legal proceedings pending (or, so far as Borrower or its officers know, threatened), before any court or administrative agency which, if adversely determined to Borrower, could reasonably be expected to result in a Material Adverse Change. 3.5. Taxes. Borrower has filed or caused to be filed all material tax returns required to be filed by it and has paid all taxes shown to be due and payable by it on said returns or on any assessments made against it except for taxes being contested in good faith. 3.6. Capital. All capital stock, debentures, bonds, notes and all other securities of Borrower presently issued and outstanding are validly and properly issued in accordance with all applicable laws, including, but not limited to, the "blue sky" laws of all applicable states and the federal securities laws. 3.7. Organization. The articles of incorporation of and bylaws of Borrower are in full force and effect under the law of the state of its incorporation and all amendments to said articles of incorporation and bylaws have been duly and properly made under and in accordance with all applicable laws. 3.8. Insolvency. After giving effect to the execution and delivery of the Loan Documents and the extension of any credit or other financial accommodations hereunder, Borrower will not be "insolvent", within the meaning of such term as used in O.C.G.A. ss. 18-2-22 or as defined in ss. 101(32) of the Bankruptcy Code; or be unable to pay its debts generally as such debts become due; or have an unreasonably small capital. 3.9. Title. Borrower has good and marketable title to all of its properties subject to no Lien of any kind except for Permitted Encumbrances. 3.10. Margin Stock. Borrower is not engaged principally, or as one of its important activities, in the business of purchasing or carrying any "margin stock", as that term is defined in Section 221.2(h) of Regulation U of the Board of Governors of the Federal Reserve System, and no part of the proceeds of any borrowing made pursuant hereto will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation X of said Board of Governors. In connection herewith, if requested by Lender, Borrower will furnish to Lender a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in said Regulation U to the foregoing effect. 3.11. No Violations. The execution, delivery and performance by Borrower of this Agreement and the Notes have been duly authorized by all necessary corporate action and do not and will not require any consent or approval of the shareholders of Borrower, violate any provision of any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or of the charter or bylaws of Borrower, or result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected; and Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. 3.12. Financial Statements. The financial statements of Borrower and its Consolidated Subsidiaries (if any) for its most recently completed Fiscal Year and for that portion of its current Fiscal Year ended with that Fiscal Quarter ended closest to the Closing Date for which financial statements have been prepared, including balance sheet, income statement and, if available, statement of cash flow, copies of which heretofore have been furnished to Lender, are complete and accurately and fairly represent the financial condition of Borrower and its Consolidated Subsidiaries (if any), the results of its operations and the transactions in its equity accounts as of the dates and for the periods referred to therein, and have been prepared in accordance with GAAP except for the most recent quarterly financial statements, which exclude certain footnotes and are subject to year end audit adjustments. There are no material liabilities, direct or indirect, fixed or contingent, of Borrower or any such Consolidated Subsidiaries as of the date of such financial statements which are not reflected therein or in the notes thereto or within Borrower's quarterly report on Form 10-Q of which the quarterly financial statement are a part. No Material Adverse Change has occurred since the date of the balance sheet contained in the annual financial statement described hereinabove. 3.13. Pollution and Environmental Control. Borrower and each Subsidiary (if any) have obtained all material permits, licenses and other authorizations which are required under, and each is in material compliance with, all material Environmental Laws. 3.14. Possession of Permits. Borrower and each Subsidiary (if any) possess all material franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, and all patents, trademarks, service marks, trade names, copyrights, licenses and other, similar rights, free from burdensome restrictions, that are necessary for the ownership, maintenance and operation of any of its properties and assets, and neither Borrower nor any Subsidiary is in violation of any thereof. 3.15. Subsidiaries. As of the Closing Date, Borrower has no Subsidiaries except as may be described on the Borrower Information Schedule. 3.16. Federal Taxpayer Identification Number. Borrower's federal taxpayer identification number is as indicated on the Borrower Information Schedule. 3.17. Employee Benefit Plans. As of the Closing Date, Borrower has no Employee Benefit Plans except as may be described on the Borrower Information Schedule. 3.18. Year 2000 Compliance. The Borrower's and its Subsidiaries' software and hardware systems are Year 2000 Compliant and Ready; and Borrower will provide documentary evidence of the foregoing at Lender's request. 4. AFFIRMATIVE COVENANTS. Borrower covenants to Lender that from and after the date hereof, and so long as any amounts remain unpaid on account of any of the Obligations or this Agreement remains effective (whichever is the last to occur), Borrower will comply (and cause each Subsidiary to comply) with the affirmative covenants set forth below: 4.1. Right to Inspect and Conduct Audits. Lender (or any Person or Persons designated by it) shall have the continuing right to call at Borrower's place of business, during normal business hours, upon reasonable advance written notice, and without hindrance or delay, inspect, audit, check and make extracts from Borrower's books, records, journals, orders, receipts and any correspondence and other data relating to the transactions contemplated hereby and Borrower's business operations and financial condition. 4.2. Periodic Financial Statements. Borrower shall, as soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter, furnish to Lender unaudited consolidated financial statements of Borrower and Consolidated Subsidiaries (if any), including a consolidated balance sheet as of the Fiscal Quarter end, a consolidated income statement for the Fiscal Quarter ended and for the Fiscal Year to date, and a consolidated cash flow statement for the Fiscal Year to date. Borrower will include corresponding consolidating schedules of balance sheet and income statement, if requested by Lender. All such financial statements and consolidating schedules shall be certified by a duly authorized officer of Borrower to present fairly the financial position, results of operations and cash flows of Borrower for the period involved in accordance with GAAP (but for the omission of footnotes and subject to year-end audit adjustments). 4.3. Annual Financial Statements. Borrower shall, as soon as practicable, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, furnish to Lender audited consolidated financial statements of Borrower and its Consolidated Subsidiaries, if any, as of the end of such year prepared in accordance with GAAP. The audited consolidated financial statements shall include an audit report, certified without material qualification by independent certified public accountants selected by the Borrower and acceptable to the Lender, which acceptance shall not be unreasonably withheld. Borrower will include corresponding consolidating schedules of balance sheet and income statement, if requested by Lender. 4.4. SEC Reports. Borrower shall, if and so long as Borrower is a reporting company under the Securities Act of 1933, furnish to Lender promptly upon their issuance, copies of Borrower's 10-K and 10-Q reports, press releases and other, similar information disclosed from time to time by Borrower to the Securities Exchange Commission and/or Borrower's shareholders generally. 4.5. Payment of Taxes. Borrower shall pay and discharge all taxes, assessments and governmental charges upon it, its income and its properties prior to the date on which penalties attach thereto, unless and to the extent only that (x) such taxes, assessments and governmental charges are being contested in good faith and by appropriate proceedings by Borrower, and (y) Borrower maintains reasonable reserves on its books therefor. 4.6. Maintenance of Insurance. Borrower shall maintain insurance with responsible insurance companies on such of its properties, in such amounts and against such risks as is customarily maintained by similar businesses operating in the same vicinity, but in any event to include loss, damage, flood, windstorm, fire, theft, extended coverage, business interruption, freight insurance and product liability insurance. 4.7. Compliance Certificate. Borrower shall, on a quarterly basis not later than forty-five (45) days after the close of each of its first three Fiscal Quarters and not later than one hundred twenty (120) days after the close of its Fiscal Year, certify to Lender, in a statement executed by a duly authorized Officer of Borrower in the form of Exhibit "B" attached hereto (herein, a "Compliance Certificate") that no Event of Default and no Default Condition exists or has occurred, or, if an Event of Default or Default Condition exists, specifying the nature and period of existence thereof. Such certificate shall include a statement of the chief executive officer, chief financial officer, or chief technology officer of Borrower to the effect that nothing has come to Borrower's attention to cause it to believe that the Borrower's and its Subsidiaries' hardware and software systems are not or will not be Year 2000 Compliant and Ready. Such Compliance Certificate shall also set forth, in reasonable detail, evidence of Borrower's, compliance with all financial covenants set forth in Article 6 for the immediately preceding Fiscal Quarter, as applicable. 4.8. Preservation of Existence. Borrower shall preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership of its properties. 4.9. Compliance With Laws. Borrower and each of its Subsidiaries shall comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, noncompliance with which would or could materially adversely affect their respective financial condition or the ownership, maintenance or operation of any material portion of any of their respective properties. Without limiting the foregoing, each of Borrower and its Subsidiaries shall obtain and maintain all permits, licenses and other authorizations which are required under, and otherwise comply with, all federal, state, and local laws and regulations. 4.10. Certain Required Notices. Promptly, upon its receipt of notice or knowledge thereof, Borrower will report to Lender: (i) any lawsuit or administrative proceeding in which Borrower or any Subsidiary is a defendant which, if decided adversely to Borrower or such Subsidiary, could reasonably be expected to result in a Material Adverse Change; (ii) the existence and nature of any Default Condition or Event of Default; or (iii) any deviations from the Y2K Plan which would cause compliance with the Y2K Plan to be delayed or not achieved, a statement of the chief executive officer, chief financial officer, or chief technology officer of Borrower setting forth the details thereof and the action which Borrower is taking or proposes to take with respect thereto; or (iv) any third party assessments of the Borrower's Y2K Plan together with any recommendations made by such third party with respect to Borrower's Y2K Plan and Borrower's ability to be Year 2000 Compliant and Ready on or prior to December 31, 1999. 4.11. Year 2000 Compliance. Borrower will take all required actions to ensure that its and its Subsidiaries' software and hardware systems will continue to be Year 2000 Compliant and Ready. 5. NEGATIVE COVENANTS. Borrower covenants to Lender that from and after the date hereof and so long as any amount remains unpaid on account of any of the Obligations or this Agreement remains effective (whichever is the last to occur), Borrower will not do (and will not permit any Subsidiary to do), without the prior written consent of Lender, any of the things or acts set forth below: 5.1. Encumbrances. Create, assume, or suffer to exist any Lien, except for Permitted Encumbrances. 5.2. Debt. Incur, assume, or suffer to exist any Debt, except for: (i) Debt to Lender or any Affiliate of Lender; (ii) Debt to Persons other than Lender existing on the date of this Agreement (including any being refinanced with the proceeds of the initial Advance); (iii) Subordinated Debt; (iv) trade payables and contractual obligations to suppliers and customers incurred in the ordinary course of business; (v) accrued pension fund and other employee benefit plan obligations and liabilities (provided, however, that such Debt does not result in the existence of any Event of Default or Default Condition under any other provision of this Agreement); (vi) deferred taxes; (vii) Debt resulting from endorsements of negotiable instruments received in the ordinary course of its business; and (viii) other Debt not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate at any one time outstanding, of which not more than Five Hundred Thousand Dollars ($500,000) in the aggregate at any one time outstanding may be Purchase Money Debt. 5.3. Contingent Liabilities. Guarantee, endorse, become surety with respect to or otherwise become directly or contingently liable for or in connection with the obligations of any other person, firm, or corporation, except for endorsements of negotiable instruments for collection in the ordinary course of business. 5.4. Dividends. Declare or pay any dividends on, or make any distribution with respect to, its shares of any class of capital stock if any Event of Default or Default Condition then exists or otherwise would result therefrom. 5.5. Redemption. Purchase, redeem, or otherwise acquire for value any shares of any class of its capital stock if any Event of Default condition then exists or otherwise would result therefrom. 5.6. Investments. Make any investment in cash or by delivery of property to any Person, whether by acquisition of stock, indebtedness or other obligation or security, or by loan, advance or capital contribution, or otherwise, in any Person or property of a Person, except for: (i) fixed assets acquired from time to time in the ordinary course of business; (ii) current assets arising from the sale of goods or the provision of services in the ordinary course of business; (iii) loans or advances to employees for salary, commissions, travel or the like, made in the ordinary course of business, (iv) investments in obligations of, or guaranteed as to principal and interest by the United States of America, or any agency thereof, obligations of U.S. government sponsored agencies, debt obligations, certificates of deposit, notes, time deposits, and bankers' acceptances, deposits in and investments of a commercial bank or credit, asset-backed securities, commercial paper, repurchase agreements, money market funds, investment agreements or guaranteed investment contracts with an insurance company, bank or other financial institution, floating rate notes, adjustable rate funds, and International Bank for Reconstruction and Development debt obligations; provided, however, that no investment in accordance with this Section 5.6(iv) shall be of a maturity longer than 24 months at purchase, with the exception of "put" bonds or other securities that provide liquidity with 24 months; and (v) investments in Subsidiaries. 5.7. Mergers. Dissolve or otherwise terminate its corporate status or enter into any merger, reorganization or consolidation or make any substantial change in the basic type of business conducted by Borrower and its Subsidiaries, as of the Closing Date. 5.8. Affiliate Transactions. Enter into, or be a party to, or permit any Subsidiary to enter into or be a party to, any transaction with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of Borrower's or such Subsidiary's business and upon fair and reasonable terms which are fully disclosed to Lender and are no less favorable to Borrower than would be obtained in a comparable arm's length transaction with a Person not an Affiliate. 5.9. Subsidiaries. Create or acquire any Subsidiary unless, upon its creation or acquisition, such Subsidiary executes a Guaranty and becomes a Guarantor hereunder. 5.10. Fiscal Year. Change its Fiscal Year, or permit any Subsidiary to have a fiscal year different from the Fiscal Year of Borrower. 5.11. Disposition of Assets. Sell, lease or otherwise dispose of any of its properties, including any disposition of property as part of a sale and leaseback transaction, to or in favor of any person, except (i) sales of inventory in the ordinary course of Borrower's business, (ii) sales or other dispositions of worn-out, obsolete or otherwise unuseable equipment and other property in the ordinary course of Borrower's Business, (iii) the Oak Ridge Transaction, and (iv) other asset dispositions, in addition to those described in clauses (i) through (iii) above, having an aggregate fair market value at time of disposition not in excess of Five Hundred Thousand Dollars ($500,000). 5.12. Employee Benefit Plans. Permit an Employee Benefit Plan to become materially underfunded or create any Employee Benefit Plan without prior written notice to Lender and upon such notification this Agreement shall be amended as determined necessary by Lender in its discretion as a result of the creation of such Plan. 6. FINANCIAL COVENANTS. Borrower covenants to Lender that, from and after the date hereof and so long as any amount remains on account of any of the Obligations or this Agreement remains effective (whichever is the last to occur), it will comply with the financial covenants set forth below. 6.1. FD/TCF Ratio. The ratio (the "FD/TCF Ratio") of: (i) all Debts of Borrower and its Consolidated Subsidiaries evidenced by bonds, debentures, notes or other similar instruments (inclusive of the Obligations, any capital leases, banker's acceptances and obligations to reimburse, but exclusive of any accruals, trade accounts payable in the ordinary course of business and operating leases; (it being understood and agreed that the lease being entered into by Borrower as part of the Oak Ridge Transaction shall be deemed an operating lease for purposes hereof) to (ii) net income of Borrower and its Consolidated Subsidiaries, plus depreciation and amortization expenses and all other non-cash expenses, less dividends paid by Borrower and all non-cash income items; in each case, for the Fiscal Quarter just ended and the immediately preceding three (3) Fiscal Quarters, determined in accordance with GAAP, shall not exceed 2.50:1. 6.2. Tangible Net Worth. "Tangible Net Worth" (as hereinafter defined) shall at all times be at least equal to: (i) for the Fiscal Year ending December 31, 1999, $80,106,248 (the "Base Amount"), and (ii) for each Fiscal Year ending subsequent to December 31, 1999, the sum of (A) the Base Amount plus (B) fifty percent (50%) of net income of Borrower and its Consolidated Subsidiaries in the preceding Fiscal Year, determined on a cumulative basis without regard, however, to losses, in accordance with GAAP. "Tangible Net Worth" shall mean Borrower's book net worth, determined on a consolidated basis for Borrower and its Consolidated Subsidiaries in accordance with GAAP, minus all assets of Borrower and such Subsidiaries constituting (i) goodwill, patents, copyrights, trademarks, trade names and other intangible assets, (ii) write-ups of assets, (iii) unamortized debt discount and expense, (iv) deferred charges and (v) any Debts owing to such Person from any shareholders, officers or directors of such Person, or from any Affiliates or Subsidiaries of such Person. For purposes hereof, any minority interest in any Subsidiary shown on Borrower's balance sheet shall be excluded from its net worth and be included in its total liabilities. 7. EVENTS OF DEFAULT. The occurrence of any events or conditions set forth below shall constitute an Event of Default hereunder, provided that any requirement for the giving of notice or the lapse of time, or both, has been satisfied: 7.1. Obligations. Borrower shall fail to make (a) any payment of principal when due or (b) any payment of interest or any of its other Obligations, within five (5) days from the due date therefor. 7.2. Misrepresentations. Borrower, any Subsidiary or any Guarantor shall make any representations or warranties in any of the Loan Documents or in any Guaranty or in any certificate or statement furnished at any time hereunder or in connection with any of the Loan Documents or any Guaranty which proves to have been untrue or misleading in any material respect when made or furnished. 7.3. Certain Covenants. Borrower shall default in the observance or performance of any covenant or agreement contained in Articles 5 or 6. 7.4. Other Covenants. Borrower, or any Subsidiary shall default in the observance or performance of any covenant or agreement contained herein, in any of the other Loan Documents or any Guaranty (other than a default the performance or observance of which is dealt with specifically elsewhere in this Section) unless (i) with respect to this Agreement, such default is cured to Lender's satisfaction within thirty (30) days after the sooner to occur of receipt of notice of such default from Lender or the date on which such default first becomes known to Borrower and (ii) with respect to any other Loan Document or Guaranty, such default is cured within any applicable grace, cure or notice and cure period contained therein. 7.5. Other Debts. Borrower or any Subsidiary shall default in connection with any agreement for Debt in excess of One Million Dollars ($1,000,000), with any creditor which entitles said creditor to accelerate the maturity thereof. 7.6. Voluntary Bankruptcy. Borrower or any Subsidiary shall file a voluntary petition in bankruptcy or a voluntary petition or answer seeking liquidation, reorganization, arrangement, readjustment of its debts, or for any other relief under the Bankruptcy Code, or under any other act or law pertaining to insolvency or debtor relief, whether state, Federal, or foreign, now or hereafter existing; Borrower or any Subsidiary shall enter into any agreement indicating its consent to, approval of, or acquiescence in, any such petition or proceeding; Borrower or any Subsidiary shall apply for or permit the appointment by consent or acquiescence of a receiver, custodian or trustee of Borrower or any Subsidiary for all or a substantial part of its property; Borrower or any Subsidiary shall make an assignment for the benefit of creditors; or Borrower or any Subsidiary shall be unable or shall fail to pay its debts generally as such debts become due, or Borrower, any Subsidiary shall admit, in writing, its inability or failure to pay its debts generally as such debts become due. 7.7. Involuntary Bankruptcy. There shall have been filed against Borrower or any Subsidiary an involuntary petition in bankruptcy or seeking liquidation, reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Code, or under any other act or law pertaining to insolvency or debtor relief, whether state, federal or foreign, now or hereafter existing; Borrower or any Subsidiary shall suffer or permit the involuntary appointment of a receiver, custodian or trustee of Borrower or any Subsidiary or for all or a substantial part of its property; or Borrower or any Subsidiary shall suffer or permit the issuance of a warrant of attachment, execution or similar process against all or any substantial part of the property of Borrower or any Subsidiary; or any motion, complaint or other pleading is filed in any bankruptcy case of any Person other than Borrower or any Subsidiary and such motion, complaint or pleading seeks the consolidation of Borrower's or such Subsidiary's assets and liabilities with the assets and liabilities of such Person and any such petition, appointment, issuance, motion, complaint or pleading shall continue undismissed or stayed for a period of ninety (90) consecutive days. 7.8. Judgments. A final judgment or order for the payment of money is rendered against Borrower or any Subsidiary in the amount of One Million Dollars ($1,000,000) or more (in excess of amounts covered by insurance) and either (x) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or (y) a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect for any period of thirty (30) consecutive days. 7.9. Disavowal of Certain Obligations. Any Person (other than Lender) party to a Guaranty or Subordination Agreement shall disavow its obligations thereunder; or any such Guaranty or Subordination Agreement is alleged to be, or determined by any governmental authority to be, invalid, unenforceable or otherwise not binding on any Person party thereto (other than Lender), in whole or in part. 7.10. Material Adverse Change. There shall occur any Material Adverse Change. 7.11. Change of Control, Etc. Any Person (or group of Persons acting in concert), shall own more than twenty percent (20%) of the issued and outstanding Capital Stock of Borrower subsequent to the Closing Date. 8. REMEDIES. Upon the occurrence or existence of any Event of Default, or at any time thereafter, without prejudice to the rights of Lender to enforce its claims against Borrower for damages for failure by Borrower to fulfill any of its obligations hereunder, subject only to prior receipt by Lender of payment in full of all Obligations then outstanding in a form acceptable to Lender, Lender shall have all of the rights and remedies set forth below, and it may exercise any one, more, or all of such remedies, in its sole discretion, without thereby waiving any of the others; provided, however, that, in addition to the foregoing, if the Event of Default is in respect of Section 7.5 or 7.6, then, automatically, immediately upon such Event of Default occurring, without necessity of any further action on Lender's part, all commitments of Lender hereunder and under all other Loan Documents shall terminate, and all Obligations shall be immediately due and payable. 8.1. Acceleration of the Obligations. Lender, at its option, may terminate all commitments of Lender hereunder and under all other Loan Documents, and declare all of the Obligations to be immediately due and payable, whereupon the same shall become immediately due and payable without presentment, demand, protest, notice of nonpayment or any other notice required by law relative thereto, all of which are hereby expressly waived by Borrower, anything contained herein to the contrary notwithstanding. Thereafter, Lender, at its option, may, but shall not be obligated to, accept less than the entire amount of Obligations due, if tendered, provided, however, that unless then agreed to in writing by Lender, no such acceptance shall or shall be deemed to constitute a waiver of any Event of Default or a reinstatement of any commitments of Lender hereunder or under all other Loan Documents. 8.2. Default. If Lender so elects, by further written notice to Borrower, Lender may increase the rate of interest charged on the Notes then outstanding for so long thereafter as Lender further shall elect by an amount not to exceed the Default Rate. 8.3. Other Remedies. Unless and except to the extent expressly provided for to the contrary herein, the rights of Lender specified herein shall be in addition to, and not in limitation of, Lender's rights under any statute or rule of law or equity, or under any other provision of any of the Loan Documents, or under the provisions of any other document, instrument or other writing executed by Borrower, any Subsidiary or any third party in favor of Lender, all of which may be exercised successively or concurrently. 9. MISCELLANEOUS. 9.1. Waiver. Each and every right granted to Lender under this Agreement, or any of the other Loan Documents, or any other document delivered hereunder or in connection herewith or allowed it by law or in equity, shall be cumulative and may be exercised from time to time. No failure on the part of Lender to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right preclude any other or future exercise thereof or the exercise of any other right. No waiver by Lender of any Default Condition or Event of Default shall constitute a waiver of any subsequent Default Condition or Event of Default. 9.2. GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA. 9.3. Survival. All representations, warranties and covenants made herein and in the Loan Documents shall survive the execution and delivery hereof and thereof. The terms and provisions of this Agreement shall continue in full force and effect, notwithstanding the payment of one or more of the Notes or the termination of the Line of Credit, until all of the Obligations have been paid in full and Lender has terminated this Agreement in writing. 9.4. Assignments. No assignment hereof or of any Loan Document shall be made by Borrower without the prior written consent of Lender. Lender may (a) assign, with Borrower's consent (not to be unreasonably withheld), unless an Event of Default has occurred and is continuing (in which case no consent by Borrower shall be necessary to assign) in increments of not less than $5,000,000 its interest in the Loans and the commitments hereunder, or (b) sell participations in, its right, title and interest herein and in the Loan Documents at any time hereafter without notice to or consent of Borrower. 9.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which when fully executed shall be an original, and all of said counterparts taken together shall be deemed to constitute one and the same agreement. 9.6. Reimbursement. Borrower shall pay to Lender on demand all out-of-pocket costs and expenses that Lender pays or actually incurs in connection with the negotiation, preparation, consummation, enforcement and termination of this Agreement and the other Loan Documents, including, without limitation: (a) attorneys' fees and paralegals' fees and disbursements of outside counsel; (b) costs and expenses (including outside attorneys' and paralegals' fees and disbursements) for any amendment, supplement, waiver, consent or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) sums paid or incurred to pay for any amount or to take any action required of Borrower under the Loan Documents that Borrower fails to pay or take; and (d) after an Event of Default, costs and expenses (including attorneys' and paralegals' fees and disbursements) paid or incurred to obtain payment of the Obligations, and otherwise enforce the provisions of the Loan Documents or to defend any claim made or threatened against Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid to Borrower. All of the foregoing costs and expenses may, in the discretion of Lender, be charged as Advances under Line of Credit A. Borrower will pay all expenses incurred by it in the transaction. In the event Borrower becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case shall include interest on the Obligations and all fees, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred) all for the extent allowed by the Bankruptcy Code. 9.7. Successors and Assigns. This Agreement and Loan Documents shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto and thereto. 9.8. Severability. If any provision this Agreement or of any of the Loan Documents or the application thereof to any party thereto or circumstances shall be invalid or unenforceable to any extent, the remainder of such Loan Documents and the application of such provisions to any other party thereto or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 9.9. Notices. All notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given or made when personally delivered or deposited in the mail, registered or certified mail, postage prepaid, addressed as follows: (i) for Lender, care of the address of Lender inscribed beneath its signature hereinbelow and (ii) for Borrower, care of the address set forth as its Executive Office on the Borrower Information Schedule (or to such other address as may be designated hereafter in writing by the respective parties hereto) except in cases where it is expressly provided herein or by applicable law that such notice, demand or request is not effective until received by the party to whom it is addressed. 9.10. Entire Agreement: Amendments. This Agreement, together with the remaining Loan Documents, constitute the entire agreement between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any Loan Document may be changed, waived, discharged, modified or terminated orally, but only by an instrument in writing signed by the party against whom enforcement is sought. 9.11. Time of Essence. Time is of the essence in this Agreement and the other Loan Documents. 9.12. Interpretation. No provision of this Agreement or any Loan Document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision. 9.13. Lender Not a Joint Venturer. Neither this Agreement nor any Loan Document shall in any respect be interpreted, deemed or construed as making Lender a partner or joint venturer with Borrower or as creating any similar relationship or entity, and Borrower agrees that it will not make any contrary assertion, contention, claim or counterclaim in any action, suit or other legal proceeding involving Lender and Borrower. 9.14. JURISDICTION. BORROWER AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA OR THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION, ALL AS LENDER MAY ELECT. BY EXECUTION OF THIS AGREEMENT, BORROWER HEREBY SUBMITS TO EACH SUCH JURISDICTION, HEREBY EXPRESSLY WAIVING WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS PRESENT OR FUTURE DOMICILE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW. 9.15. Acceptance. This Agreement, together with the other Loan Documents, shall not become effective unless and until delivered to Lender at its principal office in Atlanta, Fulton County, Georgia and accepted in writing by Lender at such office as evidenced by its execution hereof (notice of which delivery and acceptance are hereby waived by Borrower). 9.16. Cure of Defaults by Lender. If, hereafter, Borrower defaults in the performance of any duty or obligation to Lender hereunder or under any Loan Document, Lender may, at its option, but without obligation, cure such default and any costs, fees and expenses incurred by Lender in connection therewith including, without limitation, for the purchase of insurance, the payment of taxes and the removal or settlement of liens and claims, shall be deemed to be Advances under Line of Credit A, whether or not this creates an overadvance thereunder, and shall be payable in accordance with its terms. 9.17. Recitals. All recitals contained herein are hereby incorporated by reference into this Agreement and made part thereof. 9.18. Attorney-in-Fact. Borrower hereby designates, appoints and empowers Lender irrevocably as its attorney-in-fact, effective during any time that an Event of Default exists, either in the name of Borrower or the name of Lender, at Borrower's cost and expense, to do any and all actions which Lender may deem necessary or advisable to carry out the terms of this Agreement or any other Loan Document upon the failure, refusal or inability of Borrower to do so; and Borrower hereby agrees to indemnify and hold Lender harmless from any costs, damages, expenses or liabilities arising against or incurred by Lender in connection therewith. 9.19. Sole Benefit. The rights and benefits set forth in this Agreement and the other Loan Documents are for the sole and exclusive benefit of the parties hereto and thereto and may be relied upon only by them. 9.20. Indemnification. Borrower will hold Lender, its respective directors, officers, employees, agents, Affiliates, successors and assigns harmless from and indemnify Lender, its respective directors, officers, employees, agents, Affiliates, successors and assigns against, all loss, damages, costs and expenses (including, without limitation, reasonable attorney's fees, costs and expenses) actually incurred by any of the foregoing, whether direct, indirect or consequential, as a result of or arising from or relating to any "Proceedings" (as defined below) by any Person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute, case or regulation, including, without limitation, any federal or state securities laws or under any common law or equitable case or otherwise, arising from or in connection with this Agreement, and any other of the transactions contemplated by this Agreement, except to the extent such losses, damages, costs or expenses are due to the willful misconduct or gross negligence of Lender. As used herein, "Proceedings" shall mean actions, suits or proceedings before any court, governmental or regulatory authority and shall include, particularly, but without limitation, any actions concerning Environmental Laws. At the request of Lender, Borrower will indemnify any Person to whom Lender transfers or sells all or any portion of its interest in the Obligations or participations therein on terms substantially similar to the terms set forth above. Lender shall not be responsible or liable to any Person for consequential damages which may be alleged as a result of this Agreement or any of the transactions contemplated hereby. The obligations of Borrower under this Section shall survive the termination of this Agreement and payment of the Obligations. 9.21. JURY TRIAL WAIVER. EACH OF BORROWER AND LENDER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, OBLIGATIONS OR THE COLLATERAL. 9.22. Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. Titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Subsections, paragraphs, clauses, subclauses or Exhibits shall refer to the corresponding Article, Section, Subsection, paragraph, clause, subclause of, or Exhibit attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions divisions of or Exhibit to, another document or instrument. Wherever in this Agreement reference is made to any instrument, agreement or other document, including, without limitation, any of the Loan Documents, such reference shall be understood to mean and include any and all amendments thereto or modifications, restatements, renewals or extensions thereof. Wherever in this Agreement reference is made to any statute, such reference shall be understood to mean and include any and all amendments thereof and all regulations promulgated pursuant thereto. Whenever any matter set forth herein or in any Loan Document is to be consented to or be satisfactory to Lender, or is to be determined, calculated or approved by Lender, then, unless otherwise expressly set forth herein or in any such Loan Document, such consent, satisfaction, determination, calculation or approval shall be in Lender's sole discretion, exercised in good faith and, where required by law, in a commercially reasonable manner, and shall be conclusive absent manifest error. 9.23. Exhibits. All Exhibits attached hereto are by reference made a part hereof. 10. CONDITIONS PRECEDENT. Unless waived in writing by Lender at or prior to the execution and delivery of this Agreement, the conditions set forth below shall constitute express conditions precedent to any obligation of Lender hereunder. 10.1. Secretary's Certificate. Receipt by Lender of a certificate from the Secretary (or Assistant Secretary) of Borrower, to be in form and substance substantially similar to the secretary's certificate set forth on Exhibit "F", certifying to Lender (i) that appropriate resolutions have been entered into by the Board of Directors of Borrower incident hereto and that the officers of Borrower whose signatures appear hereinbelow, on the other Loan Documents, and on any and all other documents, instruments and agreements executed in connection herewith, are duly authorized by the Board of Directors of Borrower for and on behalf of Borrower to execute and deliver this Agreement, the other Loan Documents and such other documents, instruments and agreements, and to bind Borrower accordingly thereby, and (ii) as to the existence and status of Borrower's articles of incorporation and by-laws. 10.2. Good Standing Certificates. Receipt by Lender of a certificate of good standing with respect to Borrower from each of the secretaries of state of the state of incorporation of Borrower and of any state in which Borrower is duly qualified as a foreign corporation, dated within thirty (30) days of the Closing Date. 10.3. Loan Documents. Receipt by Lender of all the other Loan Documents, including any Notes, each duly executed in form and substance acceptable to Lender. 10.4. Opinion of Counsel. Receipt by Lender of an opinion of counsel from independent legal counsel to Borrower in substantially the form of Exhibit "G". IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and Borrower has caused its seal to be affixed hereto, as of the day and year first above written. "LENDER" WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Catherine Trense ------------------------ Catherine Trense, Senior Vice President Address for Notices: Wachovia Bank, N.A. Western Regional Corporate 3333 Riverwood Parkway Suite 220 Atlanta, Georgia 30339 Fax: 770-789-5885 "BORROWER" THERAGENICS CORPORATION (SEAL) By:/s/ Bruce W. Smith ------------------- Bruce W. Smith Executive Vice-President, Secretary, Treasurer And Chief Financial Officer EX-27 3 FDS --
5 9-mos DEC-31-1999 JAN-01-1999 SEP-30-1999 $20,472,346 14,009,898 6,479,096 42,150 1,021,660 43,112,412 59,140,309 9,793,654 102,417,268 2,618,775 0 0 0 295,049 0 102,417,268 31,690,652 31,765,652 10,025,310 15,373,036 33,160 0 44,337 17,343,809 6,018,000 11,325,809 0 0 0 11,325,809 .38 .38

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