AMENDED AND RESTATED CREDIT AGREEMENT

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

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

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

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

1 .1       Defined Terms . As used herein, the following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof):

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

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

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

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

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

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

“ ALTA ” means the American Land Title Association.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(A)           The Mortgaged Property;

(B)           The Assigned Leases and the Rents;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(B)      Capital surplus; and

(C)      Retained earnings.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Parent ” means Theragenics Corporation, a Delaware corporation.

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

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

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

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

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

“ Permitted Indebtedness ” means:

(A)           The Loans;

(B)           The Existing Indebtedness;

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

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

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

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

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

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

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

“ Permitted Investments ” means:

(A)     Cash Equivalents;

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

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

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

(E)     Existing Investments;

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

(G)     Investments which are Permitted Acquisitions;

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

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

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

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

“ Permitted Liens ” means:

(A)     Bank’s Lien;

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

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

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

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

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

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

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

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

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

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

“ Permitted Transfers of Assets ” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2 .1        Original Credit Agreement Advances . Borrowers acknowledge and agree that (i) all “Obligations” defined in and outstanding under the Original Credit Agreement on the Closing Date are due and owing under the terms of the Original Credit Agreement and the other Loan Documents (defined in the Original Credit Agreement) in accordance with their terms, without setoff, recoupment, counterclaim or other defense as of the date hereof, and (ii) the outstanding principal balance of the “Loan Advances” defined in and outstanding under the Original Credit Agreement (less the $10,000,000 amount thereof constituting the Term Loan below) shall constitute Revolver Loan Advances outstanding under the terms of this Agreement.

2 .2        General Terms: Revolver Loan . Subject to the terms hereof, Bank hereby agrees to advance to Parent for the benefit of all Borrowers, from time to time until the Advancement Termination Date, such amounts which shall not exceed, in the aggregate principal amount at any one time outstanding, the Revolver Loan Commitment. Subject to the terms hereof, the Parent, acting on behalf of all Borrowers, may borrow, repay without penalty or premium, and reborrow hereunder, from the date of this Agreement until the Advancement Termination Date. If at any time the unpaid principal balance of the Revolver Loan exceeds the amount Borrowers could borrow at such time as set forth herein, the Borrowers shall immediately upon demand of Bank pay or cause to be paid such amounts to Bank, to the extent necessary to reduce the Loan to an amount which Borrowers could borrow at that time.

2 .3        General Terms: Term Loan . At Closing a $10,000,000 portion of the outstanding principal balance of the “Loan Advances” defined in and outstanding under the Original Credit Agreement shall hereby be converted to a term loan and shall constitute the sole Term Loan Advance under the terms of this Agreement. Once repaid, the principal sum of the Term Loan shall not be readvanced.

2 .4        Disbursement of the Loans .

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

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

2 .5        The Notes . The Borrowers’ obligation to repay the Revolver Loan shall be evidenced by the Revolver Loan Note, and the Borrowers’ obligation to repay the Term Loan shall be evidenced by the Term Loan Note.

2 .6        Interest Rate: Revolver Loan . (a) Interest on the Revolver Loan shall be calculated as follows: Upon each Revolver Loan Advance, a Parent’s Representative shall deliver to Bank either (i) a 30-Day LIBOR Rate Notice, in which case the applicable Revolver Loan Advance shall bear interest at the applicable 30-Day Adjusted LIBOR Rate during the applicable 30-Day LIBOR Rate Interest Period, (ii) a 60-Day LIBOR Rate Notice, in which case the applicable Revolver Loan Advance shall bear interest at the applicable 60-Day Adjusted LIBOR Rate during the applicable 60-Day LIBOR Rate Interest Period, (iii) a 90-Day LIBOR Rate Notice, in which case the applicable Revolver Loan Advance shall bear interest at the applicable 90-Day Adjusted LIBOR Rate during the applicable 90-Day LIBOR Rate Interest Period or (iv) a Daily LIBOR Rate Notice, in which case the applicable Revolver Loan Advance shall bear interest at the applicable Daily Adjusted LIBOR Rate thereafter until another notice is delivered with respect to the Interest Rate. Following the expiration of any applicable LIBOR Rate Interest Period, if a Parent’s Representative shall not have timely and properly delivered a LIBOR Rate Notice for a LIBOR Rate Interest Period to commence as of the expiration of the applicable expiring LIBOR Rate Interest Period, then any Revolver Loan Advance shall bear interest at the Daily Adjusted LIBOR Rate thereafter until another notice is delivered with respect to the Interest Rate payable under the Revolver Loan.

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

2 .7        Interest Rate: Term Loan . Interest on unpaid principal balance of the Term Loan shall accrue from the date of Closing at the 30-Day Adjusted LIBOR Rate.

2 .8        Payments of Principal and Interest: Revolver Loan . Subject to the provisions of Section 2.6(b) above, principal and interest on the Revolver Loan shall be payable as follows:

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

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

2 .9        Payments of Principal and Interest: Term Loan . From the date of this Agreement until the entire Term Loan is paid in full, the Borrowers shall repay to the Bank the principal thereof and pay accrued and unpaid interest thereon in the amount equal to the consecutive monthly payments payable on each of the dates listed in the column titled “Payment Due Date” in Exhibit E attached hereto and made a part hereof, subject to the effect of any prepayments. All remaining principal and interest on the Term Loan shall be due and payable, together with all accrued and unpaid interest thereon, on the Term Loan Maturity Date.

2 .10      Prepayment . (A) Except as otherwise provided herein, Borrower may prepay or cause to be prepaid the principal of any Loan in whole or, from time to time, in part, without premium or penalty (except for any amounts due or which may become due (i) under any the terms of any Hedging Contract in connection with the prepayment of any Loans relating to any such Hedging Contract or (ii) under Section 4.6 of this Agreement).

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

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

2 .11      Use of Proceeds: Revolver Loan . The proceeds of the Revolver Loan may be used to pay fees and expenses associated with the closing of the Revolver Loan and for general corporate purposes, including working capital, Capital Expenditures and the cost of Permitted Acquisitions.

2 .12      Use of Proceeds: Term Loan . The proceeds of the Term Loan shall be used as set forth in Section 2.3.

2 .13      Multiple Borrowers; Parent as Borrowers’ Agent . All covenants and indemnities of any Borrower set forth in the Loan Documents shall be joint and several obligations of all Borrowers. All representations and warranties of any Borrower shall be deemed representations and warranties made by each Borrower, unless the context expressly provides otherwise. Each Borrower hereby irrevocably appoints the Parent as its true and lawful attorney-in-fact, with full right and power, for purposes of exercising all rights of such Borrower hereunder and under applicable law with regard to the transactions contemplated hereunder. Parent shall act under this Agreement as the agent and representative of itself and each other Borrower for all purposes under this Agreement, including requesting borrowings, selecting at which LIBOR Rate the Revolver Loan or a portion thereof will bear interest, and receiving account statements and other notices and communications to any Borrower from Bank. Notice by Bank under this Agreement to Parent shall constitute notice to each Borrower. Bank may rely, and shall be fully protected in relying, on any notice or request for any Loan or Letter of Credit, disbursement instructions, reports, information or any other notice or communication made or given by Parent, whether in its own name, on behalf of any individual Borrower or on behalf of each Borrower, and Bank shall have no obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on such Borrower of any such request, instruction, report, information, notice or communication, nor shall the joint and several character of each Borrower’s liability for the Obligations be affected.

2 .14      All Loans Constitute One Obligation; Joint and Several Liability . The Loans and all other Obligations shall constitute one general obligation of the Borrowers, jointly and severally, on a combined basis and shall be secured by Bank’s Lien (if any) upon all of the Collateral (subject to the limitations in Section 8.1(C)). Each Borrower has requested that Bank make available the Loans and Letters of Credit to the Borrowers to finance their mutual and collective enterprises. In order to utilize the financial powers of each Borrower on a combined basis and in the most efficient and economical manner, and in order to facilitate the financing of each Borrower’s needs, Bank will make Loans to, and issue Letters of Credit on behalf of, each Borrower on a combined basis and in accordance with the provisions herein set forth. The businesses of each Borrower are a mutual and collective enterprise, and each Borrower believes that the consolidation of all Obligations under this Agreement will enhance the aggregate borrowing powers of each Borrower and ease the administration of their credit relationship with Bank, all to the mutual advantage of each Borrower. Bank’s willingness to extend credit to each Borrower and to administer the Collateral therefor, on a combined basis as more fully set forth in this Agreement, is done solely as an accommodation to each Borrower and at their request in furtherance of their mutual and collective enterprise. Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by each Borrower of, all of the Loans and other Obligations, regardless of which Borrower actually may have received the proceeds of any Loan or the benefit of such Loans or any Letter of Credit hereunder or the amount of such Loans received or the manner in which Bank accounts for such Loans or Letters of Credit on its books and records, it being acknowledged and agreed that Loans to, or Letters