UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT _October 21, 1998
Commission file number:
333-26269
INTERNATIONAL ISOTOPES INC.
(Exact name of registrant as specified in its charter)
Texas 74-2763837
(State of incorporation) IRS Employer Identification Number)
3100 Jim Christal Rd 76207
Denton, Texas (Zip Code)
(Address of principal executive offices)
940-484-9492
(Registrant's telephone number, including area code)
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Item 5. Other Events
RESTRUCTURING LONG-TERM FINANCING
On October 9, 1998, the Company finalized restructuring of their long-term
financing on facilities and equipment by entering into a loan agreement with
Texas State Bank, McAllen, Texas. The loan, for an aggregate principal amount of
up to $20 million provides for a $15 million term-loan and up to a $5 million
revolving line of credit based on receivables. The loan is collateralized by
substantially all of the Company's assets.
The $15 million term-loan bears a floating interest rate of prime, as
established by the Wall Street Journal, plus 1% adjusted every six months on May
1 and November 1. The Company paid a commitment fee of $150,000 to the lender in
connection with the term-loan. Principal and interest are due in monthly
installments of $154,379 beginning December 1, 1998 with final payment due
November 1, 2003.
The $5 million revolving line of credit bears the same interest rate as the
term-loan. The borrowing availability under the revolving line of credit is the
lesser of $5 million or the borrowing base, which is equal to 75% of eligible
accounts receivable. The Company paid a commitment fee of $50,000 to the lender
in connection with the revolving line of credit. Interest only on the amount
borrowed is due monthly as it accrues beginning November 1, 1998.
The restructuring of the long-term financing will provide approximately $6.5
million additional working capital plus access to an additional $5 million for
production equipment.
BUILDING OCCUPANCY
Occupancy of the finished radiopharmaceutical manufacturing facility was
achieved on September 4, 1998, occupancy of the radioisotope production facility
on October 2, 1998 and occupancy of the administration, manufacturing and
service facility on August 4, 1998.
The Company had experienced substantial delays in the construction of the
facilities due to "El Nino" weather, concrete rationing and a substantial
shortage of subcontractor skilled labor, in addition to equipment vendor delays.
The delays in obtaining occupancy of the facilities, necessary to install
manufacturing equipment and commence production, prevented sales and revenue
from the Denton facilities during the third quarter, however, limited production
will commence during the fourth quarter.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
5.1 Loan Agreement dated October 9, 1998, by and between the Company
and Texas State Bank.
99.1 Press release related to Refinancing dated October 16, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
International Isotopes Inc.
(Registrant)
By: /s/ Joan Gillett
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Joan Gillett, CPA
Chief Financial Officer
By: /s/ Ira Lon Morgan, Ph.D.
----------------------------------
Ira Lon Morgan, Ph.D.
Chairman of the Board
Date: October 21, 1998
Exhibit 5.1
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement") is made and entered into as of the
_____ day of October, 1998 by and between Texas State Bank ("Lender") and
International Isotopes Inc., a Texas corporation ("Borrower").
R E C I T A L S
WHEREAS, Borrower has requested Lender to make loans to Borrower in the
aggregate principal amount of up to $20,000,000.00, consisting of a term loan in
the original principal amount of $15,000,000.00 and a revolving line of credit
loan up to a maximum principal amount of $5,000,000.00; and
WHEREAS, Lender is willing to make such loans to Borrower subject to and
as more fully described in the terms of this Agreement on the condition that
Borrower comply strictly with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Lender and Borrower do hereby agree as follows:
ARTICLE I
Definition of Terms
Section 1.01 Definitions. As used in this Agreement, and unless the
context otherwise requires, the following terms shall have the respective
meanings indicated below:
(a) "Accounts" shall mean all accounts and accounts receivable
now owned or hereafter acquired by Borrower together with all other now
existing or hereafter acquired rights of Borrower to payment for goods
sold or leased or for services rendered, whether or not such right has
been earned by performance, and all books and records recording,
evidencing or relating to such accounts or any part thereof.
(b) "Advance" or "Advances" shall mean the disbursement or
disbursements of a sum or sums loaned or to be loaned by Lender to
Borrower pursuant to the Revolving Note or the Term Note.
(c) "Appraisal" shall mean an appraisal or appraisals
satisfactory to Lender, in its sole discretion, and prepared by an
appraiser or appraisers acceptable to Lender, in its sole discretion,
and showing an appraised fair market value of the Real Property and
Equipment (excluding all leased Equipment and Equipment Available For
Sale) of at least $30,000,000.00. With respect to Equipment acquired by
Borrower within one (1) year prior to the date of this Agreement, Lender
will accept bona fide bills of sale and invoices from unrelated third
parties with respect thereto in lieu of an appraisal thereof to be used
in the calculation of the fair market value of such Equipment as
required by this Agreement.
(d) "Authorized Officer of Borrower" shall mean the Chairman of
the Board, the Chief Executive Officer, the Chief Operating Officer or
the Chief Financial Officer of Borrower.
(e) "Borrower" shall mean the party designated in the first
paragraph of this Agreement.
(f) "Borrowing Base" shall mean the sum of seventy-five percent
(75%) of Eligible Accounts Receivable.
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(g) "Borrowing Date" shall mean a date upon which an Advance is
to be made hereunder.
(h) "Business Day" shall mean a day when Lender is open for
business.
(i) "Certificate of No Default" shall mean a certificate executed
by the Chairman of the Board of Borrower and another Authorized Officer
of Borrower in form and substance acceptable to Lender certifying to
Lender that no Event of Default exists and no event has occurred and
condition exists which, with the lapse of time or notice or both, could
become an Event of Default.
(j) "Collateral" shall mean all collateral now or hereafter
securing the Obligations including, without limitation, all of the Real
Property, Accounts, Contracts, Leases, Inventory, Equipment, Fixtures,
Intangibles, Licenses, Miscellaneous Items, and Proceeds and all other
assets of the Borrower.
(k) "Commitment Fee" shall mean that certain commitment fee for
the Loan totaling $200,000.00 (which consists of a $150,000.00
commitment fee for the loan to be made under the Term Note and a
$50,000.00 commitment fee for the loan to be made under the Revolving
Note).
(l) "Contracts" shall mean all contracts now or hereafter entered
into by Borrower and all contractual rights, remedies or provisions now
existing or hereafter arising in favor of the Borrower.
(m) "CPA" shall mean certified public accountant.
(n) "Deed of Trust" shall refer to the Deed of Trust (With
Security Agreement - Financing Statement and Assignment of Rents and
Leases) of even date herewith executed by Borrower to Paul S. Moxley,
Trustee, creating certain liens and security interests against certain
property in Denton and Alice Counties, Texas, securing, among other
indebtedness, the payment of the Loan.
(o) "Default" or "Event of Default" shall mean the occurrence of
any such event set forth in Article X hereof.
(p) "Eligible Accounts Receivable" shall mean an amount equal to
the principal balance of all accounts (as defined by the Uniform
Commercial Code as adopted in Texas) of Borrower from time to time
outstanding and evidenced by invoices issued by Borrower for performance
of services or delivery of products fully and satisfactorily performed
to the account debtor's acceptance, less (i) any account outstanding
more than seventy-five (75) days from the invoice date; (ii) any account
in dispute; (iii) any related, intercompany or affiliate accounts,
unless the account is otherwise acceptable to Lender (in writing and at
Lender's sole discretion) for inclusion as an Eligible Account
Receivable. Eligible Accounts Receivable shall specifically exclude any
amounts contractually owing to Borrower but which have not been
invoiced.
(q) "Environmental Audit" shall mean an environmental audit and
site assessment, satisfactory to Lender, of the Real Property and any
improvements located thereon by outside consultants, satisfactory to
Lender, to determine that there has been no disposal of hazardous or
toxic material on any of the Real Property and the improvements located
thereon in violation of applicable law.
(r) "Equipment" shall mean all machinery, equipment, tools, parts
and vehicles now owned or hereafter acquired by Borrower and all
accretions and accessions to any of the foregoing, including without
limitation the Linac
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Equipment, Equipment Available For Sale and the equipment described in
Schedule 1.01(r).
(s) "Equipment Available For Sale" shall mean the Equipment
described in Schedule 1.01(s).
(t) "Financing Statements" shall mean the Form UCC-1 financing
statements to be filed with the appropriate offices for the perfection
of a security interest in the Collateral.
(u) "Fixtures" shall mean all furniture and attached fixtures in
which the Borrower now or hereafter has an interest.
(v) "GAAP" shall mean generally accepted accounting principles
and practices consistently applied.
(w) "Guarantor" shall mean Ira Lon Morgan.
(x) "Guaranty" shall mean that certain Guaranty Agreement dated
even date herewith executed by Guarantor guaranteeing the payment of a
portion of the Loan as more particularly provided therein.
(y) "Intangibles" shall mean all of the Borrower's now owned or
hereafter acquired general intangibles, including, without limitation,
patents, unpatented inventions, trade secrets, copyrights, contract
rights, goodwill, literary rights, rights to performance, rights under
licenses, choses-in-action, claims, information contained in computer
media (such as data basis, source and object codes, and information
contained therein), things in action, trademarks and trademarks applied
for (together with the goodwill associated therewith) and derivatives
thereof and trade names (including, without limitation, the right to
make, use and vend goods utilizing any of the foregoing) and all
permits, licenses, certifications, authorizations and approvals and the
rights of the Borrower thereunder, issued by any governmental,
regulatory or private authority, agency or entity, in each case, whether
now owned or hereafter acquired, together with all cash and non-cash
proceeds and products of any of the foregoing.
(z) "Inventory" shall mean all of the Borrower's now owned or
hereafter acquired inventory of whatever nature and kind and wherever
situated, including, without limitation, raw materials, components, work
in process, finished goods, goods in transit and packing and shipping
materials, and all accretions and accessions to any of the foregoing,
and trust receipts and similar documents covering the same.
(aa) "Leases" shall mean all lease agreements for real property
or personal property to which the Borrower is a party.
(bb) "Lender" shall mean the party named as Lender in the first
paragraph of this Agreement, or any successor or assign of said Lender.
(cc) "Licenses" shall mean all of Borrower's now owned or
hereafter acquired franchises, licenses, permits and operating rights
authorizing or relating to the Borrower's operations and businesses.
(dd) "Linac Equipment" means the equipment described on Schedule
1.01(dd) which is included as part of the Collateral.
(ee) "Loan" shall mean all indebtedness now or hereafter
evidenced by each of the Term Note and the Revolving Note.
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(ff) "Loan Documents" shall mean this Agreement, the Notes, the
Deed of Trust, the Security Agreement, the Guaranty, the Financing
Statements, and all other instruments (whether executed prior to,
contemporaneously with or subsequent to the date hereof) evidencing,
securing or pertaining to the extension of credit by Lender to Borrower
pursuant to this Agreement, and the Notes and all renewals, extensions
and modifications thereof, if any, as the same shall from time to time
be executed and delivered by Borrower or any other party to Lender
pursuant to such extension of credit.
(gg) "Material Contracts" shall mean any Contract now or
hereafter entered into by Borrower providing for the payment by or to
Borrower of any sum in excess of $100,000.00 in any calendar year.
(hh) "Miscellaneous Items" shall mean all goods, chattel paper,
documents, instruments, choses-in-action, claims, money, deposits,
certificates of deposit, stock or share certificates, licenses and other
rights in intellectual property, books and records and other tangible
personal property not included above.
(ii) "Notes" shall mean the Term Note and the Revolving Note,
collectively, and any renewal, extension and modification of any
thereof, if any.
(jj) "Obligations" shall mean all present and future obligations
and indebtedness, and all renewals and extensions thereof, or any part
thereof, of Borrower to Lender arising pursuant to the Notes, this
Agreement, any other Loan Document or otherwise, and all interest
accruing thereon and attorneys' fees and costs incurred in the
enforcement or collection thereof, regardless of whether such
obligations and indebtedness are direct, indirect, fixed, contingent,
liquidated, unliquidated, joint, several, or joint and several,
including, but not limited to, the indebtedness and obligations
evidenced by any and all Loan Documents and this Agreement.
(kk) "Proceeds" shall mean all proceeds of any of the Collateral,
and all proceeds of any loss of, damage to or destruction of any of the
Collateral, whether insured or not insured, and all other proceeds of
any sale, lease or other disposition of any property or interest therein
constituting Collateral, together with all proceeds of any policies of
insurance covering any or all of the above, the proceeds of any award in
condemnation with respect to any of the property of the Borrower, any
rebates or refunds, whether for taxes or otherwise and all proceeds of
any such proceeds.
(ll) "Real Property" shall mean the real property described in
Exhibit A attached hereto and incorporated herein by reference, together
with all improvements located thereon and all rights and appurtenances
pertaining thereto and all other real property now or hereafter acquired
by Borrower.
(mm) "Revolving Note" shall mean that certain Revolving Line of
Credit Note of even date herewith in the original principal amount of
$5,000,000.00, executed by Borrower and payable to the order of Lender,
and all renewals, extensions and modifications thereof, if any.
(nn) "Security Agreement" shall mean a Security Agreement
granting to Lender a security interest in the Collateral in addition to
any Collateral described in the Deed of Trust.
(oo) "Term Note" shall mean that certain Promissory Term Note of
even date herewith in the original principal amount of $15,000,000.00,
executed by Borrower and payable to the order of Lender, and all
renewals, extensions and modifications thereof, if any.
(pp) "Tribunal" shall mean any state, commonwealth, federal,
foreign, territorial, or other court or governmental department,
commission, board, bureau, agency, or instrumentality.
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ARTICLE II
Loans
Section 2.01 Term Loan. Upon the satisfaction of the terms and
conditions of this Loan Agreement and the other Loan Documents, including the
terms and conditions of Advances pursuant to Section 4.01 hereof, Lender agrees
to make a loan to Borrower under the Term Note in the original principal amount
of the Term Note. The funds advanced pursuant to the Term Note shall be used by
the Borrower to refinance existing indebtedness secured by liens against the
Real Property and other general corporate and working capital purposes,
including without limitation, the purchases of Equipment, Inventory and other
assets necessary to Borrower's business.
Section 2.02 Revolving Line of Credit Loan. Subject to the other terms
and conditions of this Agreement and the other Loan Documents, including the
terms and conditions of Advances pursuant to Sections 2.04 and 4.01 hereof,
Lender agrees to make a revolving line of credit loan to Borrower under the
Revolving Note, in several Advances, from time to time, provided that (i) the
sum of the outstanding principal balance of Revolving Note, plus the amount of
the requested Advance, does not exceed the lesser of the face principal amount
of the Revolving Note or the amount of the Borrowing Base as of the date of the
requested Advance and (ii) a Draw Request has been duly tendered as required by
Section 2.04 hereof, accompanied by such documentation as Lender may require.
The proceeds of the Advances under the Revolving Note shall be used solely for
general corporate and working capital purposes of Borrower, including without
limitation, the purchase of Equipment, Inventory and other assets necessary to
Borrower's business.
Section 2.03 Revolving Note Loan Account. A Loan Account (herein so
called) will be established by Lender, in which will be recorded (i) as a debit,
the amount of all Advances under the Revolving Note plus all accrued interest
under the Revolving Note and all other amounts owing in connection with the
Revolving Note, and (ii) as a credit, the amount of all payments on the
Revolving Note.
Section 2.04 Revolving Note Draw Request. As a condition to making an
Advance under the Revolving Note, Borrower shall submit a draw request ("Draw
Request") in substantially the form of Exhibit B attached hereto, delivered at
least 5 days prior to the date the draw is to be made, with the blanks completed
so as to accurately reflect the facts as of the date thereof, signed by both (i)
the Chairman of the Board of Borrower, and (ii) another Authorized Officer of
Borrower. Lender shall lend to Borrower under the Revolving Note the amount of
the requested Advance shown on the Draw Request, but only if, with respect to
all Advances, at the time of the Advance:
(a) The outstanding balance of the Revolving Note plus the amount
of the requested Advance does not exceed amounts set forth in Section
2.02 above.
(b) The term of the Revolving Note has not matured.
(c) Lender's obligations to lend hereunder have not been
terminated pursuant to any provision hereof;
(d) No Event of Default exists, and no event has occurred and no
condition exists which, with the lapse of time or notice or both, could
become an Event of Default;
(e) No legal proceeding is pending or threatened against Borrower
by or before any Tribunal which might, in the reasonable opinion of
Lender, have a material adverse effect upon the business, operations, or
financial condition of Borrower;
(f) All conditions precedent to the obligations of Lender to make
the Advance have been complied with including, without limitation, those
set forth in Section 4.01;
(g) The consummation of such Advance shall not violate any
applicable provision of any law.
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(h) If requested by Lender, Borrower shall have delivered to
Lender a Certificate of No Default executed by the Chairman of the Board
of Borrower and another Authorized Officer of Borrower in the form
required by Lender;
Section 2.05 Optional Prepayments. Borrower may at any time pay or
prepay without premium or penalty all or a part of Revolving Note. Partial
prepayments on the Revolving Note shall be applied first to accrued unpaid
interest and then to the principal balance outstanding under the Revolving Note.
Principal amounts prepaid on the Revolving Note can be re-borrowed by Borrower,
subject to Section 2.04 hereof and the other terms of the Loan Documents.
Principal amounts can only be prepaid on the Term Note in accordance with the
terms of and subject to the prepayment penalties set forth in the Term Note.
Section 2.06 Renewal of Revolving Note. After the initial term of the
Revolving Note and provided no Event of Default then exist under this Agreement
or any of the other Loan Documents and subject to Lender's approval of the then
financial condition and prospects of Borrower, Borrower may renew the Revolving
Note on such terms and conditions and in such amounts as Lender shall require,
permit and determine, in Lender's discretion. The making of each renewal shall,
without limitation, be conditioned upon Borrower and Guarantor executing such
new documentation as Lender, in Lender's discretion, may require and the payment
by Borrower of any costs incurred by Lender in connection therewith, including,
without limitation, title insurance costs and attorney's fees. Any renewal of
the loan evidenced by the Revolving Note shall continue to be governed by and
subject to the terms of this Agreement in the same manner as applicable to the
original loan evidenced by the Revolving Note (except with such modifications as
Lender may require) and shall continue to be secured by the Loan Documents. In
the event all of the following occur: (i) the Revolving Note is not renewed by
Lender by the end or effective as of the end of its term, (ii) the Revolving
Note has been fully paid and Lender has no further obligation to advance any
funds thereunder and (iii) no Event of Default then exists under any of this
Agreement, the Term Note or any of the other Loan Documents, then Lender shall
release Lender's security interests in the Accounts, provided that such release
shall not impair or affect Lender's rights, liens and security interest with
respect to any other Collateral other than the Accounts. Any release of Lender's
security interests in the Accounts shall only be effective if the same is in
writing and executed by Lender.
ARTICLE III
Obligations to Pay Obligations
Section 3.01 Exclusivity of Agreement. The duties of Borrower to pay and
perform the Obligations shall be governed exclusively by the terms of this
Agreement and the Loan Documents.
Section 3.02 Obligation to Repay Excess. If at any time the outstanding
principal balance of the Revolving Note shall exceed the lesser of (i)
$5,000,000.00 or (ii) the Borrowing Base, Borrower shall immediately pay to
Lender the entire amount of such excess.
Section 3.03 Obligation to Repay Upon Default. Upon the occurrence of an
Event of Default and subject to Section 11.07 of this Agreement, Borrower shall
immediately upon demand, pay to Lender the entire balance of the indebtedness
outstanding under the Notes together with all other Obligations.
Section 3.04 Manner and Place of Payments. All payments and prepayments
of principal and/or interest on the Obligations and all payments of fees and
other obligations hereunder shall be made in immediately available funds, and
shall be made to Lender at its office at 3900 North 10th Street, McAllen, Texas,
or at such other addresses as Lender may notify Borrower in writing. All
Advances under the Term Note shall accrue interest for the actual period such
funds are outstanding at the interest rate set forth in the Term Note and all
Advances under the Revolving Note shall accrue interest for the actual period
such funds are outstanding at the interest rate set forth in the Revolving Note.
In no event shall interest accrue on any Advance in excess of the weekly ceiling
from time to time in effect under Chapter 1D of the Texas Credit Title, as
amended or published by the Office of the Consumer Credit Commissioner of Texas.
All payments shall be made at the time or times required by the governing Loan
Documents.
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ARTICLE IV
Conditions to Advances
Section 4.01 Conditions to Advances. The obligation of Lender to make
any Advance pursuant to this Agreement is subject to the accuracy of all
covenants, representations, warranties, terms and conditions herein contained or
otherwise made by Borrower in connection with this Agreement and with the Loan;
to the performance by Borrower of all of its agreements to be performed
hereunder and under the other Loan Documents; and to the fulfillment to the
satisfaction of Lender of the following further conditions:
(a) Borrower shall have delivered to Lender in form and substance
acceptable to Lender (i) resolutions of the Board of Directors of
Borrower certified by its secretary or assistant secretary, which
resolutions shall authorize the execution, delivery and performance by
Borrower as contemplated hereby, of this Agreement and the other Loan
Documents and which shall authorize the transactions contemplated hereby
by Borrower; (ii) certificates of incumbency certified by the chief
executive officer and secretary or assistant secretary of the Borrower
with specimen signatures of the chief executive officer and secretary or
other officers of the Borrower who will sign this Agreement or the Loan
Documents signed and delivered pursuant hereto on behalf of Borrower;
(iii) articles of incorporation of Borrower certified as of a recent
date by the Secretary of State of its state of incorporation; (iv)
bylaws of Borrower certified by its secretary or assistant secretary;
and (v) certificates of the appropriate governmental officials of such
jurisdictions as Lender may request, each bearing a recent date, to the
effect that Borrower is a corporation, duly incorporated, validly
existing, and in good standing under the laws of its incorporation, and
is duly qualified to transact business and is in good standing in each
other jurisdiction where the nature and extent of its business and
property require it to be so qualified.
(b) Borrower shall have delivered to Lender each of the Loan
Documents, including without limitation, the Notes, the Deed of Trust,
the Security Agreement, the Financing Statement and the Guaranty
required by and in form and substance acceptable to Lender executed by
Borrower or such third parties as Lender shall require.
(c) Borrower shall have paid to Lender the balance of the
Commitment Fee. Lender acknowledges the prior receipt of payment of
$25,000.00 of the Commitment Fee.
(d) The representations and warranties contained in this
Agreement and the other Loan Documents and any other document executed
and delivered in connection herewith are and shall be true and correct
in all material respects as though made on and as of such Borrowing
Date,
(e) No event has or will have occurred, and is or will be
continuing, or would result from such Advance, which constitutes or
would constitute an Event of Default (as defined in Article X hereof),
or which with notice or lapse of time or both will or would constitute
an Event of Default.
(f) The consummation of the proposed Advance will not violate or
contravene any applicable provision of any law or any regulation,
demand, decree, order, writ, or injunction of any Tribunal.
(g) Borrower shall have delivered or cause to be delivered to
Lender the following:
(i) A mortgagee policy of title insurance satisfactory to
Lender issued by a title insurance agent and underwriter
satisfactory to the Lender addressed to the Lender and in an
amount equal to the appraised value of the Real Property and
which shows only title exceptions acceptable to Lender and is
otherwise acceptable to Lender, together with copies of all
instruments listed in said title policy as affecting title to the
Real Property, certified by the title insurance company or its
issuing agent to be true and correct copies.
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(ii) Tax certificates showing that all ad valorem taxes
and assessments which are payable and which constitute a lien on
any of the Collateral have been paid in their entirety and
setting forth information as to valuation of the Collateral
required by the Lender.
(iii) UCC searches satisfactory to Lender from the
Secretary of State of Texas and any other governmental authority
required by Lender covering the Borrower (and any other known
owner of any of the Collateral during the past five years) with
copies of the listed financing statements, together with such
other documentation satisfactory to Lender as Lender may require
to evidence the status of title of the Collateral and the
existence of any liens or security interest encumbering any of
the Collateral and showing the status of the Collateral and the
existence of liens and encumbrances to be as required in the Loan
Documents.
(iv) A survey of the Real Property satisfactory to Lender
prepared by a registered public surveyor acceptable to the Lender
and to the title company issuing the above described title
policy, including plat(s) of the Real Property, containing such
information as is required by the Lender, a statement that such
property does not lie within a flood plain or flood prone area or
a flood way of any body of water or designating the location of
such flood plain or flood prone area on the property, a proper
and conforming legal description of said property and a
certification by said surveyor in the form prescribed by the
Lender.
(v) An Appraisal acceptable to Lender as required by this
Agreement.
(vi) Insurance policies, or certificates and certified
copies of same, and providing such coverages as required by this
Loan Agreement satisfactory to the Lender.
(vii) Evidence satisfactory to the Lender that the
Collateral and Borrower's business operations are in compliance
with all applicable laws, ordinances, regulations and
restrictions affecting the Collateral, including copies of all
permits and licenses used in Borrower's business as Lender may
require.
(viii) The Environmental Audit covering the Real Property
and the improvements located thereon acceptable to the Lender as
required by this Loan Agreement.
(ix) The opinion of Black and Veatch acceptable to Lender
pertaining to the ability to obtain the validation of the
radiopharmaceutical manufacturing facility of Borrower.
(x) An opinion of counsel for Borrower and such other
essential parties as required by Lender, stating among other
things, that: (i)
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the Loan is not usurious or otherwise illegal under applicable
laws; (ii) the Loan Documents are validly executed, fully
authorized and binding and enforceable in accordance with their
terms; (iii) the Loan and execution and delivery of the Loan
Documents evidencing and securing the Loan do not violate or
contravene nor are prohibited by any court order, judgment,
contract, covenant or restriction to which Borrower is a party or
by which Borrower or the Collateral is bound; (iv) neither the
Borrower, Guarantor or other essential party is involved in
litigation which may affect the Loan; (v) the Loan is secured by
and entitled to the benefits and security of the Loan Documents
and that the liens and security interest securing the Loan
constitute valid, perfected, and enforceable first and prior
liens and security interests in the Collateral in favor of
Lender; (vi) to the best of counsel's knowledge, the Collateral
and Borrower's usage thereof fully comply with all laws,
regulations and ordinances applicable thereto; (vii) to the best
of counsel's knowledge, there is no action, proceeding or
investigation pending or threatened (or any basis currently
existing therefor) which threatens or questions, directly or
indirectly, the validity or enforceability of the Loan Documents
or any action contemplated or to be taken hereunder, (viii) to
the best of counsel's knowledge, there are no defaults or facts
which, with the passage of time or otherwise, would constitute an
Event of Default under the Loan Documents; and (ix) containing
such further opinions as Lender shall reasonably require.
(xi) Such other information, certifications, opinions and
documents as may be reasonably required by the Lender or Lender's
counsel which is satisfactory in form and content to Lender.
All proceedings to be taken in connection with the transactions
contemplated by this Agreement, and all documents incident thereto, except where
otherwise provided, shall be satisfactory in form and substance to Lender and
its legal counsel, and Lender shall have received copies of all documents which
it may reasonably request in connection with such transactions and all corporate
proceedings with respect thereto, in form and substance satisfactory to Lender
and its legal counsel. Lender may from time to time require any such documents
and information delivered to Lender to be updated in a manner satisfactory to
Lender and Lender may require that all such updates be acceptable to Lender as a
condition to making any Advance.
ARTICLE V
The Closing
Section 5.01 Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement, and the delivery of all documents and
instruments required hereunder to be delivered at the Closing, shall occur on or
before November 15, 1998 (the "Closing Date") at Lender's election at the
offices of the Lender, the offices of Lender's counsel or the offices of a title
company acceptable to Lender. Subsequent Advances shall be made at the banking
offices of Lender at 3900 North 10th Street, McAllen, Texas, (or at such other
address as Lender may notify Borrower in writing) upon such Borrowing Dates as
Borrower may request in accordance with Sections 2.04 and 4.01 hereof and the
other terms of this Agreement and the Loan Documents.
<PAGE>
ARTICLE VI
Representations, Warranties and Covenants
Representations, Warranties and Covenants by Borrower. Borrower
represents and warrants to Lender, and covenants with Lender, as follows:
Section 6.01 Organization, Authority and Qualifications.
(a) Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Texas and is duly
qualified to do business as a foreign corporation under the laws of the
state of Texas and any other state in which the Borrower is required to
be qualified as a result of the business activity undertaken by Borrower
in such state.
(b) Borrower has the corporate power and authority to execute,
deliver and perform this Agreement and the Loan Documents, and to borrow
thereunder.
(c) The person signing this Agreement and the Loan Documents on
behalf of Borrower has full authority to execute the same on behalf of
Borrower, and to bind Borrower to the terms thereof.
Section 6.02 Authorization and Compliance with Laws and Material
Agreements. The execution, delivery and performance of this Agreement and the
Loan Documents, and the borrowing thereunder, by Borrower have been duly
authorized by all requisite corporate action on the part of Borrower and will
not violate the Articles of Incorporation or Bylaws of Borrower and will not
violate any provision of law, or order of any court or governmental agency
affecting it in any respect, and will not conflict with, result in a breach of
the provisions of, constitute a default under, or result in the imposition of
any lien, charge, or encumbrance upon any assets of Borrower pursuant to the
provisions of any indenture, mortgage, deed of trust, franchise, permit,
license, note or other agreement or instrument to which Borrower may be bound.
No approval or consent from any Tribunal or other third party is required in
connection with the execution of or performance under this Agreement and the
Loan Documents by Borrower. Borrower knows of no event, occurrence, fact or
circumstance which constitutes or would constitute an Event of Default or which,
with the lapse of time or notice or both, will or would constitute an Event of
Default.
Section 6.03 Financial Statements. Any financial statements of Borrower
furnished to Lender shall be true and correct and will be prepared in accordance
with GAAP, and will fairly and accurately reflect the financial condition of
Borrower and the results of its operations as of the period then ended. Any
financial statements of Guarantor furnished to Lender shall be true and correct
and will fairly and accurately reflect the financial condition of Guarantor.
Section 6.04 Litigation and Judgments. Borrower is not involved in, nor
is Borrower aware of, any action, suit, or proceeding, at law or in equity, or
by or before any Tribunal or other governmental authority (collectively,
"Litigation"), pending, or to the knowledge of Borrower, threatened, against or
affecting Borrower or involving the validity or enforceability of the Loan
Documents. There is no Litigation pending, or, to the knowledge of Borrower,
threatened, which in the reasonable opinion of Borrower, if adversely
determined, would materially adversely affect the financial condition of
Borrower, or the ability of Borrower to perform its obligations as contemplated
by this Agreement. There are no outstanding judgments (final or otherwise)
against Borrower.
Section 6.05 No Materially Adverse Agreements. Borrower is not a party
to any agreement which in the opinion of Borrower does or will materially and
adversely affect the business, operations or condition, financial or otherwise,
of Borrower.
Section 6.06 Ownership of Properties; Liens. Borrower has good and
marketable title in all its properties and assets, real and personal, which are
owned or used in connection with the production and distribution of its products
or services, and none of such properties or assets or leasehold interests of
Borrower
<PAGE>
is subject to any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind other than Permitted Liens (hereafter defined) or those in
favor of Lender.
Section 6.07 Proprietary Rights. Borrower is the owner and holder of all
necessary rights in all patents, trademarks, copyrights and other proprietary
rights used in the operation of Borrower's business. To the best of Borrower's
knowledge, Borrower's operations do not infringe upon the rights of any party
under any patent, trademark, copyright or any other proprietary rights. Borrower
is not in default under any license agreement pertaining to any patent,
trademark, copyright or other proprietary rights used in Borrower's operations.
Borrower is not in default with respect to any of the obligations and
requirements of any of the licenses and permits held by Borrower.
Section 6.08 Taxes. Borrower has filed all federal and state tax returns
or reports required of it, including but not limited to income, franchise,
employment and sales taxes, and has paid or made adequate provision for the
payment of all taxes which have become due pursuant to such returns or reports
or pursuant to any assessment which has been received, none of such being
outstanding and unpaid, and Borrower knows of no pending investigations of
Borrower by any taxing authority, nor of any material pending but unassessed tax
liability. Borrower shall provide evidence satisfactory to Lender of the payment
of all taxes from time to time owing by Borrower within thirty (30) days after
the date any such taxes are due.
Section 6.09 Default and Pending Actions. Borrower is not in default in
any material respect under the provisions of any instrument evidencing any
material obligation, indebtedness or liability of Borrower or of any agreement
relating thereto, or under any order, writ, injunction, or decree of any court,
or in default under or in violation of any order, regulation, or demand of any
governmental instrumentality which default or violation might have consequences
which would materially and adversely affect the business, financial condition,
or properties of Borrower.
Section 6.10 Guarantees. Except as otherwise described in Schedule 6.10,
Borrower has not guaranteed any dividend or any obligation of any other person,
corporation or entity, including any unconsolidated subsidiary, and no
subsidiary has guaranteed any dividend, obligation or indebtedness of any other
person, corporation or entity, including Borrower.
Section 6.11 Title to and Perfection of Security Interest in Collateral.
Borrower is and will be the owner of all of the Collateral, free and clear of
all liens, security interests, and encumbrances other than Permitted Liens and
those in favor of Lender, and except for Permitted Liens Lender will have a
valid and perfected first security interest and lien therein and in the products
or proceeds thereof, and Borrower will execute all such security agreements,
deeds of trust, financing statements and other documents and take such actions
as Lender may deem necessary or desirable to evidence or perfect its first and
prior security interest and lien in the Collateral to secure the Obligations.
Section 6.12 Purpose of Borrower; Use of Proceeds. Borrower has entered
into this Agreement for legitimate purposes, and will use the proceeds of the
loan exclusively as required hereby.
ARTICLE VII
Positive Covenants
Positive Covenants. Borrower covenants and agrees that, as long as
either the Obligations or any part thereof is outstanding or while Lender has
any obligation to make any Advance under this Agreement or any other Loan
Document, as follows:
Section 7.01 Performance of Obligations. Borrower will duly and
punctually pay and perform each of the Obligations, when due or declared due,
including without limitation its obligations under this Agreement and each of
the Loan Documents, as the same may at any time be amended or modified.
Section 7.02 Preservation of Existence and Conduct of Business. Borrower
will do or cause to be done all things necessary to preserve and keep in full
force and effect the corporate existence, rights, leases, patents and all other
licenses or rights necessary to comply with all laws, regulations, rules,
statutes, or other
<PAGE>
provisions applicable to Borrower, the loss of which would have a material
adverse effect in the operation of its business, in a prudent and businesslike
manner.
Section 7.03 Maintenance of Properties. Borrower will cause all of its
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair, and working order, and supplied with all
necessary equipment, and cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the prudent
judgment of Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times.
Section 7.04 Payment of Taxes and Other Charges. Borrower will promptly
pay and discharge, or cause to be paid and discharged, all lawful taxes,
assessments, and other governmental charges imposed upon Borrower or upon the
property, real, personal or mixed, belonging to Borrower, or upon any part
thereof, before the payment thereof shall become in default, as well as all
lawful claims for labor, materials and supplies, which, if unpaid, might become
a lien or charge upon such property, or upon any part thereof; provided,
however, that Borrower shall not be required to pay and discharge, or cause to
be paid and discharged, any such tax, assessment, charge, levy or claim, so long
as the validity or amount thereof shall be contested in good faith by
appropriate proceedings diligently pursued, if appropriate reserves have been
provided therefor by Borrower.
Section 7.05 Year 2000 Compliance. Borrower shall make diligent efforts
to achieve Year 2000 Compliance on or before December 31, 1999 or have in place
adequate contingency plans to ensure that any failure of Borrower's computer
systems will have no material adverse impact on Borrower's financial condition.
"Year 2000 Compliance" means that Borrower's computer systems will (a) handle
date information before, during, and after January 1, 2000, including but not
limited to accepting date input, providing date output, and performing
calculations on dates or portions of dates; (b) function accurately and without
interruption before, during, and after January 1, 2000, without any change in
operations associated with the advent of the new century; (c) respond to
two-digit year-date input in a way that resolves the ambiguity as to the century
in a disclosed, defined, and predetermined manner; and (d) store and provide
output of date information in ways that are unambiguous as to century. In
addition, Borrower shall take reasonable steps to ensure that its vendors,
purchasers and other contracting partners will achieve Year 2000 Compliance on
or before December 31, 1999 or will have in place adequate contingency plans to
ensure that any failure of such vendors', purchasers' or other contracting
partners' computer systems will have no material adverse effect on Borrower's
financial condition.
Section 7.06 Insurance. Borrower shall at all times maintain the
following insurance coverages:
(a) Property insurance with special risk endorsement in an amount
which is the greater of 100% of full replacement value of the Collateral
or the Loan;
(b) Comprehensive general liability insurance with coverage in
the amount of $5,000,000.00 in the aggregate, $2,000,000.00 for personal
injury and $5,000,000.00 for each occurrence, $100,000.00 for fire
damage (any one fire), and $100,000.00 for medical expenses (any one
person);
(c) Radioactive contamination insurance and environmental
hazardous substance and risk insurance in amounts, if any, required by
applicable state or federal law;
<PAGE>
(d) Product liability insurance with coverage in the following
amounts during the following time periods:
<TABLE>
<CAPTION>
Aggregate For Each For Personal
Time Period Amount Occurrence Injury
<S> <C> <C> <C>
October 9 - December 31, 1998 2,000,000 1,000,000 1,000,000
January 1 - March 31, 1999 4,000,000 2,000,000 2,000,000
April 1 - June 30, 1999 6,000,000 4,000,000 4,000,000
July 1 - September 30, 1999 10,000,000 6,000,000 6,000,000
October 1 - thereafter 10,000,000 6,000,000 6,000,000
or such additional amounts as
Lender may reasonably require
based upon product sales and
revenues.
</TABLE>
(e) Business interruption insurance in the amount of
$10,000,000.00;
(f) In the event that it is determined that any Real Property
lies in a flood zone, as determined by the United States Department of
Housing and Urban Development, flood insurance shall be obtained at
Borrower's expense in an amount as required by Lender;
(g) Director and officer liability insurance in the amount of
$5,000,000.00;
(h) Key man life insurance on the life of Guarantor in the amount
of $1,000,000.00, designating Borrower as a beneficiary with respect to
$510,000.00 of the proceeds thereof and Guarantor's spouse as a
beneficiary with respect to the remaining $490,000.00 of the proceeds
thereof;
(i) In addition to the life insurance required in Section 7.06(h)
above, life insurance on the life of Guarantor in the amount of
$4,000,000.00, designating Lender as the sole primary beneficiary of all
proceeds thereof;
(j) Flood insurance with respect to any Real Property located in
a flood plain in the amount of the replacement cost of the improvements
located in such flood plain;
(k) Worker's compensation insurance in the amount required by
law; and
(l) Such other insurance as may be required by Lender.
<PAGE>
The above insurance policies shall (i) have such deductibles as are acceptable
to Lender, (ii) incorporate the standard form of mortgagee clause, without
contribution, in favor of Lender; (iii) provide for not less than thirty (30)
days prior written notice to Lender in the event of cancellation or
modification; (iv) be evidenced by the ACORD 27 (EPI) form, when the original
policy is unavailable, and with companies having a minimum rating of A-,IX in
Best's Key Rating Guide and which are satisfactory to Lender; and (v) shall be
deposited with Lender prior to disbursement of any Loan proceeds. At least ten
(10) days prior to the expiration or cancellation of any such policy, Borrower
shall submit to Lender evidence of payment of premiums to continue such
insurance, or new policies with certificates showing all premiums paid.
Contemporaneously with the execution of this Agreement, Borrower shall execute
an assignment to Lender of the life insurance policy described in Section
7.06(i) above and thereafter an assignment of all renewals of such policy when
obtained. All proceeds of the life insurance required in Section 7.06(i) above
shall be first applied toward payment of the Loan in such manner as Lender shall
in its discretion determine until the Loan has been fully and finally paid.
After the full and final payment of the Loan and all of the other Obligations,
the balance of any proceeds received of the life insurance policy described in
7.06(i) above shall be paid to the party or parties other than Lender entitled
thereto.
Section 7.07 Lender as Primary Depository. To the full extent permitted
by applicable law, Lender shall at all times be the primary depository for
Borrower's funds.
Section 7.08 Financial Budgets. Borrower shall, prior to Closing and
thereafter at least sixty (60) days prior to the end of each fiscal year of
Borrower, submit to Lender for Lender's review a budget approved by the Board of
Directors of Borrower (a "Financial Budget") and other information as Lender
shall require detailing for the following fiscal year of Borrower any
anticipated (i) sale of stock or other securities of Borrower (other than the
sale of common stock of Borrower), (ii) capital expenditures to be incurred by
Borrower, (iii) operating leases to be entered into by Borrower and (iv)
compensation to be paid to the executives of Borrower. Without the prior written
consent of Lender, Borrower will not in any fiscal year of Borrower sell stock
or other securities of Borrower (other than the sale of common stock of
Borrower), incur capital expenditures, enter into operating leases or pay
executive compensation except in amounts not to exceed the amounts shown in a
Financial Budget for such fiscal year which has been submitted to Lender. Lender
may (but shall have no obligation to) object by notice to Borrower to any matter
shown in a Financial Budget in which event Lender shall specify to Borrower the
matter objected to in the Financial Budget. In the event Lender so objects to
any Financial Budget, Borrower agrees to within twenty (20) days of Lender's
objection either respond in writing to Lender to the objections raised by Lender
or revise and resubmit to Lender for review the Financial Budget. Lender agrees
not to object to any Financial Budget submitted unless Lender determines in the
discretion of Lender that any specific actions and expenditures set forth
therein will have a material adverse effect on the financial condition, capital
base, earnings or prospects of Borrower. Borrower may submit to Lender, for
Lender's review, updated revised Financial Budgets approved by the Board of
Directors of Borrower from time to time during and for any fiscal year of
Borrower provided that such updated revised Financial Budget shall be subject to
the objection by Lender and the required response by Borrower in the same manner
as applicable to the initial Financial Budget submitted to Lender for review for
such fiscal calendar year as set forth above.
Section 7.09 Certification Report. Borrower shall deliver to Lender, on
or before March 1, 1999, a certification report of Black and Veatch acceptable
to Lender certifying the validation of the radiopharmaceutical manufacturing
facility of Borrower.
<PAGE>
Section 7.10 Maintenance of Books and Records. Borrower will maintain
proper books of record and account in which full, true and correct entries will
be made of all dealings and transactions in relation to its business and
activities.
Section 7.11 Inspection of Properties, Books and Records. Borrower will
permit the Lender and its representatives to visit and inspect any of the
properties of Borrower, to examine and make copies of the books and accounts of
Borrower, and to discuss the affairs, finances and accounts of Borrower with the
officers of Borrower all at reasonable times as Lender may request. Lender may,
at its option, perform or arrange for, at Borrower's expense, periodic audits of
Borrower's assets, books and records, the results of which must be acceptable to
the Lender.
Section 7.12 Audited Annual Financial Statements. As soon as available,
and in any event, within 120 days after the end of each fiscal year, beginning
with its fiscal year ending December 31, 1998, Borrower will furnish to Lender a
copy of the annual audited financial statements of Borrower prepared in
accordance with GAAP for such fiscal year containing, on a consolidated and
consolidating basis if applicable, balance sheets, statements of income,
statements of stockholders' equity, and statements of changes in financial
position, accompanied by the unqualified report of one of the five largest
national firms of independent certified public accountants, accompanied by (i) a
copy of the management letter prepared by the accounting firm auditing and
reporting upon such financial statements, and (ii) a compliance certificate
certified by the Chairman of the Board of Borrower and another Authorized
Officer of Borrower.
Section 7.13 Unaudited Quarterly Financial Statements and Compliance
Certification. As soon as available, and in any event within 45 days after the
end of each calendar quarter, Borrower will furnish to Lender a copy of the
unaudited financial statements of Borrower as of the end of such quarter and for
the period then ended, containing balance sheets and statements of income, all
in reasonable detail and prepared in accordance with GAAP, compiled by a CPA
reasonably acceptable to the Lender, and certified by the Chairman of the Board
of Borrower and another Authorized Officer of Borrower to fairly present the
financial condition and results of the operations of Borrower at the date and
for the period indicated therein. The quarterly financial statements shall be
accompanied by (i) a compliance certificate certified by the Chairman of the
Board of Borrower and another Authorized Officer of Borrower; (ii) comparison to
current year projections and comparison to prior year comparable period; and
(iii) a Certificate of No Default executed by the Chairman of the Board of
Borrower and another Authorized Officer of Borrower, in form and content
satisfactory to the Lender in its sole discretion.
Section 7.14 Monthly Reports of Aging of Accounts Receivable and Report
of Sales of Equipment, etc. As soon as available, and in any event within 15
days after the end of each month, Borrower will furnish to Lender (or will cause
to be furnished to Lender) a monthly report of (i) an aging of all Accounts
identifying such Accounts on the basis of a 30 day, 60 day, 75 day and beyond 75
day schedule, (ii) a report of the of the Borrowing Base as of the month end
next preceding the date of the report; and (iii) a report of all Equipment sold
and purchased for the previous 30 day period, identifying each item of Equipment
sold and purchased and the price thereof.
Section 7.15 Projections, Other Reports and Information. Within 30 days
following each fiscal year end, Borrower will provide to Lender updated
financial projections of financial status and performance for the Borrower
(accompanied by a statement of the assumptions underlying such projections)
covering the next five years. The financial projections for the business shall
be prepared by calendar quarter for the twelve months next succeeding the date
of the projections, and shall show annual projections of financial status and
performance for periods thereafter, and shall be prepared by a CPA on a basis
consistent with the presentations in the Borrower's annual audited financial
statements and otherwise in form and content reasonably acceptable to Lender
(but in all events consistent with GAAP). Borrower shall also furnish to Lender
from time to time such further information regarding the business, affairs, and
financial condition of Borrower as Lender may request.
Section 7.16 Guarantor Financial Statements. Borrower shall cause to be
delivered to Lender within ninety (90) days after the end of each calendar year
a copy of the annual financial statements of
<PAGE>
Guarantor for such prior year containing a balance sheet, income statement and
statement of cash flows of Guarantor certified as true and correct by Guarantor.
Section 7.17 Performance of Contracts. Borrower will punctually observe
and perform all covenants and agreements in each material contract, agreement,
order, lease or other commitment to which it is a party, so as not to give rise
to any defense to payment or performance on the part of any other party thereto
or to any right on the part of any other party thereto of setoff, counterclaim,
recoupment, rescission or termination.
Section 7.18 Compliance with Laws. Borrower will comply with the
requirements of all applicable laws, rules, regulations and orders of any
Tribunal materially affecting the operation of Borrower's business. Borrower
hereby indemnifies Lender from any and all loss, costs, damage (including
consequential damages suffered by third party claimants) or expense (including,
without limitation, attorneys' fees and costs incurred in the investigation of
the status of the Collateral and the investigation, defense and settlement of
claims) that Lender may incur as a result of or in connection with: (i) the
assertion against Lender by any party of a claim relating to a violation of the
Americans with Disabilities Act of 1990 or any regulations relating thereto, as
amended from time to time arising in connection with Borrower or any of the
Collateral, or (ii) compliance by Lender with any other federal, state, or local
laws, rules, regulations or orders relating thereto which compliance is
necessitated by the Borrower's failure to comply with respect thereto. The
foregoing indemnification shall survive repayment of the Loan and foreclosure of
any of the Collateral.
Section 7.19 Expenses and Legal Fees. Borrower will pay all
out-of-pocket expenses arising in connection with this Agreement and the Loan
Documents, the enforcement hereof and thereof, any amendment of this Agreement
or any Loan Documents, and the Closing of the transactions contemplated hereby
including, but not limited to, all legal fees and expenses incurred by Lender in
connection with the transaction herein described and any subsequent Advances on
any Borrowing Date hereunder. All such expenses shall be paid by Borrower after
written demand by Lender. Any and all payments made hereunder, or under the
Notes, shall be made free and clear of any present or future taxes,
withholdings, or other deductions whatsoever.
Section 7.20 Notice of Litigation, Material Adverse Changes, and Events
of Default. Borrower will promptly give to Lender a notice in writing of (i) any
litigation or any proceeding before any Tribunal which either involves an amount
in controversy in excess of $100,000.00, or which, if adversely determined,
would materially adversely affect Borrower's financial condition, affairs or
operations, (ii) any other matter which might materially adversely affect
Borrower's financial condition, affairs, or operations, and (iii) the occurrence
of any Event of Default.
Section 7.21 Ratios.
(a) Current Ratio: Borrower shall not at any time allow its ratio
of Current Assets to Current Liabilities to be less than 1 to 1. For
purposes hereof, "Current Assets" shall mean at any date the aggregate
amount of the current assets of Borrower determined in accordance with
GAAP, after deducting adequate reserves in each case where a reserve is
proper in accordance with GAAP; "Current Liabilities" shall mean (i) all
indebtedness which by its terms is payable on demand or matures not more
than one year from such date (including all amounts to be due and owing
under the Notes), and (ii) all other items which in accordance with GAAP
would be included as current liabilities.
(b) Quick Ratio: Borrower shall not at any time allow its ratio
of Quick Assets to Current Liabilities to be less than .6 to 1. For
purposes hereof, "Quick Assets" shall mean Current Assets (as defined in
Section 7.21 (a) above) less Inventory; "Current Liabilities" shall have
the same meaning as in Section 7.21 (a) above.
<PAGE>
(c) Minimum Profitability: Borrower shall have net income, after
payment of income taxes, computed in accordance with GAAP, of not less
than the following amounts for the following calendar years:
<TABLE>
<CAPTION>
Net
Year Income
---- ------
<S> <C> <C>
1999 6,420,000.00
2000 15,730,000.00
2001 18,580,000.00
2002 27,230,000.00
2003 37,604,000.00
2004 42,000,000.00
</TABLE>
Section 7.22 Minimum Cash Reserves. Borrower shall at all times maintain
unrestricted, non-pledged and non-encumbered (other than to Lender) cash
reserves of at least $1,500,000.00.
Section 7.23 Minimum Net Worth. Borrower shall at all times maintain a
minimum net worth calculated in accordance with GAAP of at least $15,000,000.00.
Section 7.24 Material Contracts. Borrower will promptly provide to
Lender copies of all Material Contracts now or hereafter entered into by
Borrower and any notices of any default by Borrower or any other party or any
material changes with respect thereto within seven (7) days of receipt of the
same. Attached as Schedule 7.24 is a list of all such present Material Contracts
in effect as of the date hereof. When requested by Lender, Borrower shall
provide to Lender a report as to the status of Contracts entered or contemplated
to be entered into by the Borrower.
Section 7.25 Intellectual Property. Borrower will promptly provide
Lender with a copy of all patents, trademarks and copyrights now or hereafter
obtained by Borrower together with a copy of all applications made by Borrower
with respect thereto within seven (7) days of the issuance or any filing
thereof. Attached hereto as Schedule 7.25 is a list of all patents, trademarks
and copyrights held by Borrower and a copy of all applications for patents,
trademarks and copyrights currently being made by Borrower.
Section 7.26 Licenses and Permits. Borrower has obtained all licenses
and permits required for the operation of Borrower's business. Attached hereto
as Schedule 7.26 is a list of all licenses and permits presently held by
Borrower. Borrower shall promptly deliver to Lender a copy of all licenses and
permits now or hereafter held by Borrower within seven (7) days after the
issuance thereof.
Section 7.27 Subsidiaries. Attached hereto as Schedule 7.27 is a list of
all present subsidiaries of Borrower. Borrower shall promptly deliver to Lender
the stock certificates for all shares of stocks of all subsidiaries or other
corporations now or hereafter owned by Borrower, together with all stock splits
or stock dividends with respect thereto.
Section 7.28 Updated Survey. Borrower shall obtain and deliver to Lender
on or before sixty (60) days after the date hereof an updated survey of the
property, described as Tract 3 on Exhibit A attached hereto, acceptable to
Lender showing, among other things, that none of the improvements located on
such property encroach on the boundary lines of such property or on any of the
easements affecting such property.
Section 7.29 Updated Appraisal. Borrower shall obtain and deliver to
Lender on or before sixty (60) days from the date of this Agreement an updated
appraisal acceptable to Lender on the properties described as Tract 1 and Tract
3 on Exhibit A attached hereto and the completed as built improvements located
thereon showing (i) an appraised fair market value of at least $7,500,000.00
with respect to the
<PAGE>
property described as Tract 3 on Exhibit A attached hereto and the completed as
built improvements thereon and (ii) an appraised fair market value of at least
$10,000,000.00 with respect to the property described as Tract 1 on Exhibit A
attached hereto and the completed as built improvements thereon.
ARTICLE VIII
Negative Covenants
Negative Covenants. Borrower covenants and agrees that, as long as
either the Obligations or any part thereof are outstanding or while Lender has
any obligation to make any Advance under this Agreement or any other Loan
Document, without the prior written consent of Lender:
Section 8.01 Liens. The Borrower will not directly or indirectly create,
incur, assume, or permit to exist any mortgage, lien, charge or encumbrance on,
or security interest in, any property or asset now or hereafter acquired by the
Borrower; provided, however, that the restrictions in this Section 8.01 shall
not prohibit the following ("Permitted Liens"):
(a) Purchase money security interests securing indebtedness
incurred in connection with the acquisition by Borrower in the ordinary
course of business of any equipment (but not acquired in replacement of
equipment included in the Collateral), up to, but not to exceed, a
maximum aggregate of $5,000,000.00 owed to third party lenders other
than Lender provided that (i) Lender is given the first and prior
opportunity to finance the purchase of such equipment for Borrower and
(ii) any such purchase money security interests secure only purchase
money indebtedness for the equipment financed. Except for funds to be
advanced under the Revolving Note pursuant to the terms of the Loan
Documents, Lender shall not however have any obligation to finance any
such equipment hereafter acquired by Borrower.
(b) Liens, security interests, charges or other encumbrances in
favor of Lender or otherwise contemplated by this Agreement;
(c) Liens for taxes, assessments, or other governmental charges
or claims of any nature, the payment of which is not at the time
required or which are being contested in good faith by appropriate
proceedings diligently prosecuted;
(d) Liens of landlords and liens of carriers, warehousemen,
mechanics and materialmen incurred in the ordinary course of business
for sums not yet due or being contested in good faith by appropriate
proceedings diligently prosecuted; or
(e) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the
performance of surety and appeal bonds, bids, leases, performance bonds
and other similar obligations.
(f) Financing Statements described in Schedule 8.01(f) covering
certain leased equipment.
(g) Guarantor's Subordinate Linac Equipment Security Interest (as
defined in Section 11.08 below) provided that the same is at all times
expressly subordinate and inferior in all respects to all liens and
security interests held by Lender against the Collateral and all matters
with respect to Guarantor's Subordinate Linac Equipment Security
Interest and Guarantor's Security Agreement (as defined in Section 11.08
below) are otherwise in full compliance with all of the terms,
conditions and requirements set forth in Section 11.08 of this Agreement
and Section 4.7 of the Guaranty.
Section 8.02 Limitation on Additional Indebtedness. Borrower will not
incur any indebtedness to any party other than Lender other than trade payables
incurred and paid in the ordinary course of Borrower's business and indebtedness
secured by Permitted Liens. Borrower shall not guaranty any indebtedness now or
hereafter owed by any other party.
<PAGE>
Section 8.03 Limitations on Dividends and Similar Payments. Except as
described in Schedule 8.03, Borrower will not declare or pay any dividends on
any class of stock, or directly or indirectly make any payment on account of the
purchase, redemption or other retirement of any shares of such stock, or any
warrants, rights, or options to purchase, or otherwise acquire any shares of its
stock of any class or make any distribution in respect to its stock, either
directly or indirectly, whether in cash or property or in obligations of
Borrower.
Section 8.04 Mergers, Etc. Borrower will not (i) consolidate with or
merge into any other corporation, (ii) permit any other corporation to merge
into Borrower, (iii) acquire all or any substantial part of the capital stock,
property or assets of any other corporation, partnership, or other entity; or
(iv) acquire, sell or otherwise dispose of any investment (including any
ownership of common stock, partnership interest, or other securities, interest,
or other evidence of indebtedness or any ownership interest of any kind) in any
other business or company.
ARTICLE IX
Collateral for Obligations
Section 9.01 Security Interest in Property. In order to secure the
payment and performance of the Obligations, Borrower has granted to Lender a
lien upon and a security interest in the Collateral. Borrower covenants to grant
to Lender a lien against or security interest in form and substance acceptable
to Lender in any other real property hereafter acquired by Borrower. Borrower
agrees to execute and deliver to Lender, as a condition to the obligations of
Lender hereunder, a Deed of Trust in form and substance acceptable to Lender for
each parcel of real property hereafter acquired or leased by Borrower and used
in connection in connection with operation of Borrower's business.
Section 9.02 Execution of Further Documentation. Promptly after
acquisition of any Inventory, Equipment or other Collateral subsequent to
Closing, Borrower will, to the extent not already created, cause a security
interest therein to be granted to Lender, shall deliver such Collateral for
which perfection is accomplished by possession and (for Collateral for which
perfection is accomplished by notation on a certificate of title or similar
documentation) shall cause the security interest to be noted, where applicable,
upon the certificate of title or other documentation related thereto. Borrower
shall, upon request by Lender, execute, acknowledge and deliver such further
chattel mortgages, assignments, financing statements, title certificates,
security agreements and other documents as may be requested by Lender to more
fully evidence and perfect the security interest in the Collateral. In addition,
Borrower agrees to execute, acknowledge, and deliver any and all instruments,
mortgages, agreements, certificates, applications, transfers, assignments,
financing statements, and other documents of every nature, with such covenants,
warranties, indemnities and other provisions, and to do all other acts and
things to be done by Borrower as may from time to time, in the opinion of
Lender, be necessary or proper to fully effectuate the purposes of this Article
IX and the intentions of the parties hereto.
ARTICLE X
Default
Section 10.01 Events of Default. As used herein, the term "Event of
Default" means any one or more of the following events:
(a) The failure of Borrower to pay to Lender when due, any
portion of the Obligations, including interest thereon, or any part
thereof, on or before ten (10) days from the due date.
(b) The breach or other failure of Borrower to punctually and
properly observe, keep and perform each of its covenants and agreements
contained in this Agreement, or the failure by Borrower to comply with
any of the other terms or conditions specified herein or in any of the
other Loan Documents.
(c) Any representation or warranty made by Borrower in this
Agreement, any of the Notes or any of other Loan Documents or any other
instrument is untrue in any material respect or
<PAGE>
hereafter becomes untrue in any material respect at any time during
the term of this Agreement, or any schedule, statement, report, notice
or writing furnished by Borrower to Lender is untrue in any material
respect on the date as of which the facts set forth therein are stated
or certified, or information is omitted from such schedules,
statements, reports, notices, or writings and the omission of such
information would cause the representations and warranties contained
therein to be misleading in any material respect.
(d) An inability of Borrower to satisfy any condition specified
herein as precedent to the obligation of Lender to make an Advance.
(e) Default in the payment of any other indebtedness due Lender
by Borrower or default in the performance of any other obligation to
Lender by Borrower or any other party liable for the payment hereof,
whether as maker, endorser, guarantor, surety or otherwise;
(f) The belief by Lender, based on a good faith analysis of
reliable information, that the prospect of payment or performance of any
Obligations is impaired;
(g) Borrower or Guarantor:
<PAGE>
(i) does not pay its debts as they become due or admits in
writing its inability to pay its debts or makes a general
assignment for the benefit of creditors; or
(ii) commences any case, proceeding or other action
seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of
debtors; or
(iii) in any involuntary case, proceeding or other action
commenced against it which seeks to have an order for relief
entered against it, as debtor, or seeks reorganization,
arrangement, adjustment, liquidation, dissolution or composition
of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, (i) fails to
obtain a dismissal of such case, proceeding or other action
within sixty (60) days of its commencement, or (ii) converts the
case from one chapter of the Federal Bankruptcy Code to another
chapter, or (iii) is the subject of an order for relief; or
(iv) conceals, removes, or permits to be concealed or
removed, any part of its property, with intent to hinder, delay
or defraud its creditors or any of them, or makes or suffers a
transfer of any of its property which may be fraudulent under any
bankruptcy, fraudulent conveyance or similar law; or makes any
transfer of its property to or for the benefit of a creditor at a
time when other creditors similarly situated have not been paid;
or suffers or permits, while insolvent, any creditor to obtain a
lien upon any of its property through legal proceedings which is
not vacated within sixty (60) days from the date thereof; or
(v) has a trustee, receiver, custodian or other similar
official appointed for or take possession of all or any part of
its property or has any court take jurisdiction of any other of
its property which remains undismissed for a period of sixty (60)
days (except where a shorter period is specified in the
immediately following subparagraph (vi)); or
(vi) fails to have discharged within a period of twenty
(20) days any attachment, sequestration, or similar writ levied
upon any property of such person; or
(vii) fails to pay immediately any final money judgment
against such person.
(h) The occurrence of any material, adverse change in the
financial condition of Borrower or any Guarantor;
(i) The sale, transfer, pledge, encumbrance or assignment of more
than fifty percent (50%) in the aggregate of shares of stock issued by
Borrower and from time to time outstanding in a single transaction or
series of related transactions without the prior written consent of
Lender;
(j) The sale, lease, transfer, or other disposition of all or any
substantial part of Borrower's assets, now or hereafter acquired (i.e.,
twenty percent (20%) or more in any fiscal year), or the sale, lease,
transfer or other disposition of all or any substantial part of
Guarantor's assets, now or hereafter acquired (i.e., thirty percent
(30%) or more in any fiscal year), except that
<PAGE>
Borrower or Guarantor may sell nonmaterial assets no longer used or
useful in its business and Borrower and Guarantor may each sell or
lease other assets in the ordinary course of business as presently
conducted, provided that such sale or lease shall not be for less than
the fair market value of such assets or be on terms which are not
commercially reasonably (and if Borrower or Guarantor is a
corporation, said value or the reasonableness of such terms shall have
been determined by the board of directors of such corporation in good
faith and in the exercise of prudent business judgment), and provided
further that such sale or lease shall not constitute or give rise to a
default under any agreement to which Borrower or Guarantor is a party
or by which Borrower or Guarantor is bound; or
(k) The occurrence of any other event or condition specified in
any of the Loan Documents as being a default or an event of
default.
(l) An occurrence of any event or condition which results in, or
with notice or lapse of time could result in, a default in
the payment of any indebtedness or performance of any
obligation of Borrower to Lender.
(m) The liquidation, termination, dissolution, or legal
incapacity of Borrower.
ARTICLE XI
Rights and Remedies of Lender
Section 11.01 Remedies Upon Default. Subject to compliance by Lender
with any the requirement of notice and opportunity to cure as hereafter provided
in Section 11.07 of this Agreement, upon the occurrence of an Event of Default,
Lender shall have, in addition to any and all other rights, remedies and
recourses available to it under any of the Loan Documents or otherwise available
at law or in equity, including specifically, but without limitation, the right
to declare immediately due and payable all or any part of the outstanding
Obligations and accrued but unpaid interest thereon and to foreclose any and all
liens and security interests securing the repayment of same, the right (a) to
take exclusive possession of the Collateral, (b) to prosecute and defend all
actions or proceedings relating to the Collateral, (c) to pay, settle or
compromise all existing bills and claims which are or may be liens against the
Collateral, (d) to execute in Borrower's name all applications, certificates and
other instruments which may be required to preserve and protect the Collateral,
and (e) to employ such contractors, subcontractors, agents, attorneys,
accountants and inspectors as Lender may deem desirable to accomplish any of the
above purposes. For these purposes, Borrower hereby constitutes and appoints
Lender its true and lawful attorney-in-fact with full power of substitution to
take any and all of the above described actions, which power of attorney shall
be deemed to be coupled with an interest and shall be irrevocable. All sums
expended by Lender for any of the above purposes shall be deemed to be Advances
and shall be secured by the Loan Documents. With respect to each and every right
of Lender enumerated in this Section 11.01, Borrower hereby expressly waives
demand, presentment, notice of dishonor, notice of intent to demand or
accelerate payment, notice of acceleration, diligence in collecting, grace,
notice and protest, except as set forth in Section 11.07 hereof.
Section 11.02 Cessation of Lender's Obligations. Upon the occurrence of
any Event of Default hereunder or under any other Loan Document and subject to
Section 11.07 of this Agreement, all obligations (if any) of Lender hereunder,
including specifically any obligation to make Advances hereunder and under the
Notes, shall immediately cease and terminate.
Section 11.03 Acceleration. Subject to Section 11.07, upon the
occurrence of an Event of Default, Lender may, at its option, declare the
Obligations, together with accrued but unpaid interest, immediately due and
payable without notice of any kind.
Section 11.04 Additional Remedies; Right of Set-Off. In addition to any
other security required or permitted hereunder, Lender is hereby given a lien,
security interest, mortgage and/or pledge for the payment of all debts and
liabilities of Borrower to Lender upon all monies, securities, or other property
of Borrower,
<PAGE>
now or hereafter held by Lender (including property held in deposit accounts or
for safekeeping, in custodial accounts or by pledge, or any items received for
collection or transmission and the proceeds thereof). Lender shall have (to the
extent not prohibited or limited by statutory or common law), upon the
occurrence of an Event of Default and subject to Section 11.07 of this
Agreement, and provided that such Event of Default is continuing and is not
waived by or remedied to the satisfaction of Lender, (i) the right to withhold
payment of the balance of any deposit account (whether general or special, time
or demand, provisional or final) of Borrower with Lender or pledged by any other
party as Collateral for the Obligations; (ii) the right to appropriate and apply
to the payment of any liabilities of the Borrower to Lender, whether or not then
due, any security therefor and any monies, deposit accounts, claims, securities,
or other property or proceeds thereof; (iii) the right to sell, assign, give
options to purchase, and deliver the whole or any part thereof in one or more
parcels, at public or private sale, at the Lender's offices, or at any exchange
or brokers' board, or elsewhere, for cash, upon credit, or for future delivery,
without demand, advertisement, or notice, which are hereby expressly waived by
Borrower; and upon any such sale Lender may become the purchaser of any such
property free from any right of redemption, which is hereby waived and released
by Borrower.
Section 11.05 Funds of Lender. Any funds of Lender used for any purpose
referred to in Section 11.01 shall constitute Advances secured by the Loan
Documents and, subject to Section 13.05, shall bear interest at the rate
specified in the Term Note to be applicable after default thereunder and shall
be payable by Borrower to Lender upon demand.
Section 11.06 No Waiver or Exhaustion. No waiver by Lender of any of its
rights or remedies hereunder, in the other Loan Documents, or otherwise, shall
be considered a waiver of any other or subsequent right or remedy of Lender; no
delay or omission in the exercise or enforcement by Lender of any rights or
remedies shall ever be construed as a waiver of any right or remedy of Lender;
and no exercise or enforcement of any such rights or remedies shall ever be held
to exhaust any right or remedy of Lender.
Section 11.07 Borrower's Right to Cure. If any nonmonetary Event of
Default occurs (except as otherwise stated below), Lender shall not accelerate
the Obligations, make any payments for which Borrower is primarily liable,
foreclose upon or attach any assets of Borrower, or otherwise exercise any other
of Lender's other rights and remedies under the Loan Documents unless it first
personally delivers to Borrower or mails to Borrower written notice as set forth
in Section 13.01 of such default and such default is not fully cured within
thirty (30) days after such notice is so delivered or deposited in the U.S.
mail, provided (i) within ten (10) days after the delivery or mailing of the
notice of default Borrower commences its cure and submits to Lender in writing
its plan to cure, and (ii) said cure is continuously pursued by Borrower with
due diligence. If said nonmonetary Event of Default is not reasonably capable of
being cured within thirty (30) days, Borrower shall have such additional time as
is reasonably necessary to complete the cure, but in no event for more than
sixty (60) days after the delivery or mailing of the notice of default, all
provided (x) said default is in Lender's reasonable judgment curable within said
period, (y) Borrower provides Lender with written, detailed progress reports at
least every thirty (30) days until the cure is complete, and (z) Borrower
continuously and diligently pursues said cure.
Notwithstanding the above provisions, the cure period provided for in
this Section 11.07 shall not apply in the following circumstances:
(a) the failure of Borrower to make a monetary payment to Lender,
including, without limitation, the failure of Borrower to pay any
installment due on either of the Notes; or
(b) the failure of Borrower to pay any taxes now or hereafter
owing by Borrower when due which are not diligently being protested in
good faith in appropriate proceedings by Borrower; or
(c) the failure of Borrower to maintain any of the insurance
required by this Agreement or any of the other Loan Documents or the
failure of Borrower to pay any premium when due with respect to any such
insurance; or
(d) except as otherwise expressly permitted in this Agreement and
the Security Agreement, if Borrower transfers or encumbers all or any
portion of its interest in the Collateral (other
<PAGE>
than Inventory sold in the ordinary course of Borrower's business)
without the required consent of Lender; or
(e) in any circumstance when a delay in effecting a cure is, in
the reasonable judgment of Lender, likely to result in any security
being damaged, becoming uninsured or rendered unavailable to Lender or
the value thereof being materially and adversely affected; or
(f) any default of the same type or nature which is repeated more
than once in any one (1) calendar year; or
(g) any filing of a voluntary or involuntary petition in
bankruptcy by or against Borrower, or for the appointment of a receiver
or trustee of all or a portion of Borrower's property; or
(h) any assignment for the benefit of creditors, fraudulent
conveyance, or other plan or action instituted by Borrower, in any
attempt to avoid the satisfaction of any lawful indebtedness; or
(i) any waste committed to or demolition of the Collateral; or
(j) any nonmonetary default which Lender reasonably determines is
not capable of being cured within the requisite period.
The provisions of this paragraph shall apply to all nonmonetary Events
of Default under all of the Loan Documents, and unless expressly stated
to the contrary in such documents, any cure period referred to therein
shall be deemed to incorporate said provisions. If any of said Loan
Documents are inconsistent with this Section 11.07 the latter shall be
controlling, unless said other document expressly provides otherwise.
Where additional notice or cure periods are provided in this or any
other such documents or are required by any other contract or by law,
said periods and those contained in this Section 11.07 shall run
concurrently. Nothing in this Section 11.07 shall be construed as
extending the term of any of the Notes or the date upon which a default
occurs, and no decision to forego any remedy for any given Event of
Default shall be deemed a waiver on the part of the holder hereof of any
right relating to any other Event of Default. This paragraph shall be
strictly construed, and shall not impair the exercise of any remedy not
referred to above immediately upon any Event of Default, including,
without limitation, the seeking of any mandatory or prohibitive
injunction or restraining order.
Section 11.08 Guarantor's Subordinate Linac Equipment Security Interest.
Lender shall not file suit against Guarantor seeking to collect any amount owed
by Guarantor under the Guaranty until after 180 days from the occurrence of a
default or event of default under any of the Notes, this Agreement or any of the
other Loan Documents, except that Lender shall be permitted to file such suit
against Guarantor at any time after Borrower files a petition in bankruptcy or
Borrower has filed against Borrower an involuntary petition in bankruptcy which
involuntary bankruptcy petition is not dismissed within 60 days of the filing of
the same. Nothing contained herein shall be construed to prohibit Lender from
making demand for payment against Borrower, Guarantor or any other person or
exercising any of Lender's other rights and remedies under any of the Notes, the
Guaranty, this Agreement or any of the other Loan Documents. Guarantor shall be
permitted to obtain from Borrower a subordinate security interest in the Linac
Equipment provided that the terms, covenants and requirements of Section 4.7 of
the Guaranty are fully complied with and provided:
(a) the security agreement or other documents ("Guarantor's
Security Agreement") creating or perfecting a security interest in the
Linac Equipment in favor of Guarantor (the "Guarantor's Subordinate
Linac Equipment Security Interest") expressly states that the
<PAGE>
Guarantor's Subordinate Linac Equipment Security Interest is subordinate
and inferior in all respects to Lender's security interest in and
Lender's other rights with respect to the Linac Equipment and the other
Collateral;
(b) the Guarantor's Subordinate Linac Equipment Security Interest
and Guarantor's Security Agreement is subordinate and inferior in all
respects to Lender's security interest in and Lender's other rights with
respect to the Linac Equipment and the other Collateral and Guarantor's
Subordinate Linac Equipment Security Interest and Guarantor's Security
Agreement shall secure only amounts hereafter owing by Borrower to
reimburse Guarantor for any amounts paid by Guarantor to Lender under
the Guaranty;
(c) the Guarantor's Security Agreement and all financing
statements filed to perfect the Guarantor's Subordinate Linac Equipment
Security Interest and Guarantor's Security Agreement in the Linac
Equipment shall grant a security interest in only the Linac Equipment
and Guarantor shall obtain no other lien or security interests in any of
the other assets of Borrower;
(d) Guarantor shall not enter into Guarantor's Security Agreement
until (i) Lender shall have approved the form and substance of the
Guarantor's Security Agreement and each financing statement filed or to
be filed with respect thereto and (ii) Guarantor shall have executed and
delivered to Lender a subordination agreement acceptable to Lender to
further subordinate the Guarantor's Security Agreement and the
Guarantor's Subordinate Linac Equipment Security Interest to all liens
and security interests now or hereafter obtained by Lender in the Linac
Equipment and the other Collateral;
(e) Guarantor agrees not to foreclose or to take any other action
to enforce (and Guarantor's Security Agreement shall expressly provide
that Guarantor shall not foreclose or enforce) Guarantor's Subordinate
Linac Equipment Security Interest or Guarantor's other rights and
remedies under the Guarantor's Security Agreement or with respect to the
Linac Equipment without the prior written consent of Lender, which may
be granted or denied in Lender's sole discretion;
(f) Upon the sale of any of the Linac Equipment, Guarantor shall
release and terminate Guarantor's Subordinate Linac Equipment Security
Interest and all financing statements filed with respect thereto upon
the written request of Lender;
(g) Guarantor agrees in writing to release and terminate the
Guarantor's Subordinate Linac Equipment Security Interest and all
financing statements filed with respect thereto (and Guarantor's
Security Agreement shall expressly provide for the automatic release and
termination of Guarantor's Subordinate Linac Equipment Security
Interest) upon the earlier of any of the following to occur: (i) 90 days
has elapsed from the occurrence of a default or event of default under
any of the Notes, this Agreement or any of the other Loan Documents and
a fully executed bona fide contract is not then in existence (or a copy
thereof has not been delivered to Lender) from an unrelated third party
for the purchase of the Linac Equipment from Borrower for a purchase
price of at least $10,000,000.00 in cash to be applied first toward
payment of the Obligations until the same are fully and finally paid;
(ii) 180 days has elapsed from the occurrence of a default or event of
default under any of the Notes, this Agreement or any of the other Loan
Documents and the Linac Equipment has not been sold by Borrower to an
unrelated third party for at least $10,000,000.00 in cash or all of such
sale proceeds (after payment of reasonable and customary closing costs)
have not been applied first toward payment of the Obligations until the
same are fully and finally paid; (iii) the date Borrower files a
petition in bankruptcy or (iv) the date Borrower has an involuntary
petition in bankruptcy filed against Borrower which involuntary
bankruptcy petition is not dismissed within 60 days; and
<PAGE>
In order to permit Borrower and Guarantor additional time to sell the Linac
Equipment upon the occurrence of an Event of Default, Lender agrees not to
foreclose Lender's security interest in any of the Linac Equipment until after
the earlier of any of the following to occur: (i) 90 days has elapsed from the
occurrence of a default or event of default under any of the Notes, this
Agreement or any of the other Loan Documents and a fully executed bona fide
contract is not in existence (or a copy thereof has not been delivered to
Lender) from an unrelated third party for the purchase of the Linac Equipment
from Borrower for a purchase price of at least $10,000,000.00 in cash to be
applied first toward payment of the Obligations until the same are fully and
finally paid or (ii) 180 days has elapsed from the occurrence of a default or
event of default under any of the Notes, this Agreement or any of the other Loan
Documents and all of the Linac Equipment has not been sold by Borrower to an
unrelated third party for at least $10,000,000.00 in cash or all of such sale
proceeds (after payment of reasonable and customary closing costs) have not been
applied first toward payment of the Obligations until the same are fully and
finally paid. Nothing contained herein shall be construed to prohibit or impair
Lender from making demand for payment of any of the Loan or the other
Obligations on Borrower, Guarantor or any other person, foreclosing at any time
Lender's liens and security interests against any of the Collateral other than
the Linac Equipment, giving and posting notices or advertisements at any time of
foreclosure of any of the Collateral including the Linac Equipment or Lender at
any time exercising Lender's other rights and remedies under any of the Notes,
the Guaranty, this Agreement or any of the other Loan Documents. Additionally,
nothing contained in this Section 11.08 or Section 4.7 of the Guaranty shall be
construed to (i) permit the sale of any of the Linac Equipment without the prior
written consent of Lender or (ii) impair, affect or limit any of Lender's rights
or remedies under the Guaranty and the other Loan Documents other than Lender's
agreement set forth in this Section 11.08 to temporarily forbear from filing
suit on the Guaranty and from foreclosing on the Linac Equipment but only to the
extent and for the time periods expressly set forth in this Section 11.08.
<PAGE>
ARTICLE XII
Hazardous Materials
Section 12.01 Definitions. For the purposes of this Loan Agreement,
Borrower and Lender agree that, unless the context otherwise specifies or
requires, the following terms shall have the meaning herein specified:
(a) "Hazardous Materials" shall mean (a) any "hazardous waste" as
defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
Section 6901 et seq.), as amended from time to time, and regulations
promulgated thereunder; (b) any "hazardous substance" as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. Section 9601 et seq.) ("CERCLA"), as amended from time
to time, and regulations promulgated thereunder; (c) asbestos; (d)
polychlorinated biphenyls; (e) underground storage tanks, whether empty,
filled or partially filled with any substance; (f) any substance the
presence of which on or around the Collateral is prohibited by any
governmental authority; and (g) any other substance which any
governmental authority requires special handling or notification of any
federal, state or local governmental entity in its collection, storage,
treatment, or disposal.
(b) "Hazardous Materials Contamination" shall mean the
contamination (whether presently existing or hereafter occurring) of the
Collateral, facilities, soil, groundwater, air or other elements on or
around the Collateral by Hazardous Materials, or the contamination of
the buildings, facilities, soil, groundwater, air or other elements on
or of any other property as a result of Hazardous Materials at any time
(whether before or after the date of this Loan Agreement) emanating from
the Collateral.
Section 12.02 Borrower's Warranties. Borrower hereby represents and
warrants that:
(a) No Hazardous Materials are now located on or around the
Collateral, except in full compliance with all applicable law, and
neither Borrower nor, to Borrower's knowledge, any other person has ever
caused or permitted any Hazardous Materials to be placed, held, located
or disposed of on, under or around the Collateral or any part thereof,
except in full compliance with all applicable law;
(b) No part of the Collateral is being used or, to the knowledge
of Borrower, has been used at any previous time for the disposal,
storage, treatment, processing or other handling of Hazardous Materials,
except in full compliance with all applicable law, nor is any part of
the Collateral affected by any Hazardous Materials Contamination, except
in full compliance with all applicable law;
(c) No investigation, administrative order, consent order and
agreement, litigation or settlement with respect to Hazardous Materials
or Hazardous Materials Contamination is proposed, threatened,
anticipated or in existence with respect to the Collateral.
Section 12.03 Borrower's Covenants. Borrower agrees to (a) give notice
to Lender immediately upon Borrower's acquiring knowledge of the presence of any
Hazardous Materials on or around any of the Collateral in violation of
applicable
<PAGE>
law or of any Hazardous Materials Contamination in violation of applicable law
with a full description thereof; (b) promptly comply with any governmental
requirements requiring the removal, treatment or disposal of such Hazardous
Materials or Hazardous Materials Contamination and provide Lender with
satisfactory evidence of such compliance; and (c) provide Lender, within thirty
(30) days after demand by Lender, with a bond, letter of credit or similar
financial assurance evidencing to Lender's satisfaction that the necessary funds
are available to pay the cost of removing, treating and disposing of such
Hazardous Materials or Hazardous Materials Contamination and discharging any
assessments which may be established on or around any of the Collateral as a
result thereof.
Section 12.04 Site Assessments. Lender (by its officers, employees and
agents) at any time and from time to time, either prior to or after the
occurrence of an Event of Default, may contract for the services of persons (the
"Site Reviewers") to perform environmental site assessments ("Site Assessments")
on or around the Collateral for the purpose of determining whether there exists
on or around the Collateral any environmental condition which could reasonably
be expected to result in any liability, cost or expense to the owner, occupier
or operator of such Collateral arising under any state, federal or local law,
rule or regulation relating to Hazardous Materials. The Site Assessments may be
performed at any time or times, upon reasonable notice, and under reasonable
conditions established by Borrower which do not impede the performance of the
Site Assessments. After the date of this Agreement, Lender will require Site
Assessments only if Lender in good faith believes that there may be Hazardous
Material Contamination on or around any of the Collateral and Lender will not
require such Site Assessments to be performed more than once a year except that
Lender shall be permitted to cause to be performed follow up Site Assessment(s),
at any time if any Site Assessment recommends that such follow up site
Assessment(s) be performed. The Site Reviewers are hereby authorized to enter
upon the Collateral for such purposes. The Site Reviewers are further authorized
to perform both above and below the ground testing for environmental damage or
the presence of Hazardous Materials on or around the Collateral and such other
tests on the Collateral as may be necessary to conduct the Site Assessments in
the reasonable opinion of the Site Reviewers. Borrower will supply to the Site
Reviewers such historical and operational information regarding the Collateral
as may be reasonably requested by the Site Reviewers to facilitate the Site
Assessments and will make available for meetings with the Site Reviewers
appropriate personnel having knowledge of such matters. On request, Lender shall
make the results of such Site Assessments fully available to Borrower, which
(prior to an Event of Default) may at its election participate under reasonable
procedures in the direction of such Site Assessments and the description of
tasks of the Site Reviewers. The cost of performing such Site Assessments shall
be paid by Borrower upon demand of Lender and any such obligations shall accrue
interest at the maximum nonusurious rate and shall be Obligations secured by the
Loan Documents.
Section 12.05 Indemnification. Regardless of whether any Site
Assessments are conducted hereunder, if any Event of Default shall have occurred
and be continuing or any remedies in respect of the Collateral are
<PAGE>
exercised by Lender, Borrower shall defend, indemnify and hold harmless Lender
and Trustee from any and all liabilities (including strict liability), actions,
demands, penalties, losses, costs or expenses (including, without limitation,
attorneys' fees and expenses, and remedial costs), suits, costs of any
settlement or judgment and claims of any and every kind whatsoever which may now
or in the future be paid, incurred or suffered by or asserted against Lender or
Trustee by any person or entity or governmental agency for, with respect to, or
as a direct or indirect result of, the presence on, under or around, or the
escape, seepage, leakage, spillage, discharge, emission or release from the
Collateral of any Hazardous Materials or any Hazardous Materials Contamination
or arise out of or result from the environmental condition of the Collateral or
the applicability of any governmental requirements relating to Hazardous
Materials (including, without limitation, CERCLA or any federal, state or local
so-called "Superfund" or "Superlien" laws, statute, law, ordinance, code, rule,
regulation, order or decree), regardless of whether or not caused by or within
the control of Borrower or Lender, except for any of the same caused by the
gross negligence or willful misconduct of Lender. The representations,
covenants, warranties and indemnifications contained in this Section 12 shall
survive the full and final payment of all Obligations.
Section 12.06 Lender's Right to Remove Hazardous Materials. Lender shall
have the right but not the obligation, prior or subsequent to an Event of
Default, without in any way limiting Lender's other rights and remedies under
this Loan Agreement, to enter onto the Collateral or to take such other actions
as it deems necessary or advisable to clean up, remove, resolve or minimize the
impact of, or otherwise deal with any Hazardous Materials or Hazardous Materials
Contamination on or around the Collateral following a recommendation for such
action from any Site Reviewer. Lender shall use good faith efforts to cause any
such clean up or removal by Lender of Hazardous Materials or Hazardous Materials
Contamination to be done in compliance with all state and federal applicable
law. All costs and expenses paid or incurred by Lender in the exercise of any
such rights shall be part of the Obligations secured by the Loan Documents and
shall be payable by Borrower upon demand.
ARTICLE XIII
Miscellaneous
Section 13.01 Notices. All notices or other communications required or
permitted to be given pursuant to the provisions of this Agreement shall be in
writing and shall be considered properly given (a) as of the date of delivery if
personally delivered, (b) the third day after deposit into the care and custody
of the United States Postal Service, if mailed by first class United States
mail, postage prepaid, by registered or certified with return receipt requested,
(c) as of the date of transmission if sent by telecopy or facsimile with a copy
thereof being also sent on the same date by regular United States mail or (d) as
of the first business day after the date of deposit with a nationally recognized
overnight courier if sent by overnight delivery. Notice given in any other
manner shall be effective only if and when received by the addressee. For
purposes of notice, the addresses of the parties shall be as set forth below the
signature lines at the end of this Agreement;
<PAGE>
provided, however, that either party shall have the right to change its address
for notice hereunder to any other location within the continental United States
by the giving of 30 days' written notice to the other party in the manner set
forth hereinabove.
Section 13.02 Waiver. Any failure by Lender to insist, or any election
by Lender not to insist, upon Borrower's strict performance of any of the terms,
provisions or conditions of the Loan Documents shall not be deemed to be a
waiver of same or of any other term, provision or condition thereof; and Lender
shall have the right at any time thereafter to insist upon strict performance by
Borrower of any and all of same. Specifically, no Advance by Lender when there
exists an Event of Default under Article X hereinabove shall in any way preclude
Lender from thereafter declaring such failure to comply to be an Event of
Default hereunder.
Section 13.03 Survival. The representations, warranties and covenants of
Borrower contained in this Agreement shall survive the Closing.
Section 13.04 Participations. Lender may, at any time, sell, transfer,
assign or grant participations in the loans described in or evidenced by this
Agreement; and Lender may forward to each participant and prospective
participant all documents and information relating to such loan, whether
furnished by Borrower or otherwise, as Lender determines necessary or desirable.
Section 13.05 Limitations on Interest. All agreements between Lender and
Borrower, whether now existing or hereafter arising and whether written or oral,
are hereby limited so that in no contingency, whether by reason of demand for
payment or acceleration of the maturity hereof or otherwise, shall the interest
contracted for, charged or received by Lender exceed the maximum amount
permissible under applicable law. If, from any circumstance whatsoever, interest
would otherwise be payable to Lender in excess of the maximum lawful amount, the
interest payable to Lender shall be reduced to the maximum amount permitted
under applicable law; and if from any circumstance Lender shall ever receive
anything of value deemed interest by applicable law in excess of the maximum
lawful amount, an amount equal to any excessive interest shall be applied to the
reduction of the principal obligation and not to the payment of interest, or if
such excessive interest exceeds the principal obligation such excess shall be
refunded to the undersigned. All interest paid or agreed to be paid to Lender
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full period until payment in full of the
principal so that the interest hereon for such full period shall not exceed the
maximum amount permitted by applicable law. This paragraph shall control all
agreements between Lender and Borrower.
Section 13.06 Applicable Law. This Agreement and the Loan Documents
shall be governed by and construed in accordance with the laws of the State of
Texas and the laws of the United States applicable to transactions within the
State of Texas. Borrower and Lender stipulate and agree that any action, suit or
proceeding brought to enforce any obligation or covenant under this Agreement or
the Loan Documents or otherwise with respect to any of the Loan, this Agreement
or any of the other Loan Documents shall be brought exclusively in Hidalgo
County, Texas, it being stipulated and agreed that such County is the exclusive
County for venue for any such suit or proceeding.
Section 13.07 Rights, Remedies and Recourses Cumulative. All rights,
remedies and recourses afforded Lender in the Loan Documents or otherwise
available at law or in equity, including specifically, but without limitation,
those granted by the Uniform Commercial Code in effect in the State of Texas (a)
shall be deemed cumulative and concurrent, (b) may be pursued separately,
successively or concurrently against Borrower or anyone else obligated under any
or all of the Loan Documents, or against any property secured by the Loan
Documents, or against any one or more of them, at the sole discretion of Lender,
(c) may be exercised as often as the occasion therefor shall arise, it being
understood by Borrower that the exercise, failure to exercise or election not to
exercise any of the same shall in no event be construed as a waiver of same or
of any other right, remedy or recourse available to Lender and (d) are intended
to be, and shall be, nonexclusive.
Section 13.08 Severability. If any provision hereof or of any of the
other Loan Documents or the application thereof to any person or circumstance
shall, for any reason and to any extent, be invalid or unenforceable, neither
the application of such provision to any other person or circumstance nor the
remainder
<PAGE>
of the instrument in which such provision is contained shall be affected
thereby, but rather shall be enforced to the greatest extent permitted by law.
Section 13.09 Construction. The parties acknowledge that each party and
its counsel have reviewed this Agreement and the Loan Documents and that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement, the Loan Documents or any amendments or exhibits hereto.
Section 13.10 Modification. This Agreement and any obligation undertaken
herein shall not be amended, waived, discharged or terminated orally but only by
an instrument executed by the party against which enforcement of the amendment,
waiver, discharge or termination is sought, which instrument may be in the form
of a letter agreement.
Section 13.11 Lender's Discretion. In any instance under this Agreement
or any other of the Loan Documents (including any Exhibits, Schedules, Annexes
or Addenda hereto or thereto) where Lender's approval or consent is required or
where a requirement may be made by Lender, the granting or denial of such
approval or consent or the making of any such requirement by Lender shall be
made in the sole discretion of Lender, exercised in good faith.
Section 13.12 No Third Party Beneficiary. This Agreement is for the sole
benefit of Lender and Borrower and is not for the benefit of any third party.
Section 13.13 Borrower In Control; No Partnership. In no event shall
Lender's rights and interests under the Loan Documents be construed to give
Lender the right to, or be deemed to indicate that Lender is in control of, the
business, management or properties of Borrower or to indicate that Lender has
power over the daily management functions and operating decisions made by
Borrower. Nothing contained herein or in any of the other Loan Documents shall
be construed as creating a joint venture, partnership, tenancy-in-common or
joint tenancy arrangement between Lender and Borrower. The relationship of
Lender and Borrower is and at all times shall be solely that of debtor and
creditor.
Section 13.14 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors, legal representatives and assigns. However, Borrower shall not
assign or encumber this Agreement or any rights herein, it being expressly
understood and agreed that Borrower's rights hereunder are not assignable.
Section 13.15 Number and Gender. Whenever used herein, the singular
number shall include the plural and the plural the singular, and the use of any
gender shall be applicable to all genders. The duties, covenants, obligations,
and warranties of Borrower in this Agreement shall be joint and several
obligations of Borrower and of each Borrower if more than one.
Section 13.16 Captions. The captions, headings, and arrangements used in
this Agreement are for convenience only and do not in any way affect, limit,
amplify, or modify the terms and provisions hereof.
Section 13.17 Time of the Essence. Time is of the essence with respect
to each and every matter pertaining to performance under this Agreement and of
each provision hereof.
Section 13.18 Executed Copies. This Agreement may be executed in any
number of counterpart copies, each of which counterparts shall be deemed an
original for all purposes.
<PAGE>
EXECUTED and DELIVERED as of the date first recited above.
Lender:
TEXAS STATE BANK
By:-----------------------------------------
Name:------------------------------------
Title:-----------------------------------
Address of Lender: 3900 North 10th Street
McAllen, Texas 78501
Lender's Fax No: (956) 631-1892
Borrower:
INTERNATIONAL ISOTOPES INC.
By:-----------------------------------------
Ira Lon Morgan
Chairman of the Board and Treasurer
By:-----------------------------------------
Name:------------------------------------
Title:-----------------------------------
Address of Borrower: 3100 Jim Christal Road
Denton, Texas 76207
Borrower's Fax No: (940) 484-0877
<PAGE>
EXHIBIT A
TRACT 1:
BEING all that certain tract or parcel of land lying and being situated in the
MARY AUSTIN SURVEY, Abstract No. 4, Denton County, Texas and being part of a
tract as described in a deed to Dan Tec Properties, Inc., recorded in Volume
2471, Page 572, Real Property Records of Denton County, Texas and being more
particularly described by metes and bounds in Exhibit A-1 attached hereto and
made a part hereof;
TRACT 2:
BEING a 1.6728 acre tract in the MARY L. AUSTIN SURVEY, Abstract 4, City of
Denton, Denton County, Texas, being part of a (called) 2.724 acre tract as
described in a deed from Jewell M. Owen Parham to Terrano Realty, Inc., dated
December 12, 1994, recorded in County Clerk's File Number 94-R0091127, Real
Property Records, Denton County, Texas and being more particularly described by
metes and bounds in Exhibit A-2 attached hereto and made a part hereof;
TRACT 3:
BEING Lot 1, Block 1, of HARLEY ADDITION, an Addition to the City of Denton,
Denton County, Texas, according to the Plat thereof recorded in Cabinet B, Slide
103, of the Map Records of Denton County, Texas; and
TRACT 4:
BEING 115.00 acres of land, more or less, out of the W. S. Estes Survey,
Abstract No. 337 and the George M. Casey Survey, Abstract No. 245, Ellis County,
Texas, and being that same property described in that certain Deed from the
State of Texas to International Isotopes Inc. dated February 24, 1998, recorded
at Volume 1431, Page 206, Official Public Records of Ellis County, Texas, and
being more particularly described by metes and bounds in Exhibit A-4 attached
hereto and made a part hereof for all purposes.
<PAGE>
EXHIBIT A-1
A 20.000 ACRE TRACT OF LAND IN THE MARY L. AUSTIN SURVEY, ABSTRACT No. 4, CITY
AND COUNTY OF DENTON, TEXAS, AND BEING PART OF A TRACT OF LAND DESCRIBED IN A
DEED TO DEN TEC PROPERTIES, INC., RECORDED IN VOLUME 2471, PAGE 572, REAL
PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT A FOUND 1/2 INCH IRON ROD NEAR A CROSS TIE POST AT THE SOUTHEAST
CORNER OF SAID DEN TEC PROPERTIES, INC., TRACT WHICH IS THE SOUTHWEST CORNER OF
A TRACT OF LAND DESCRIBED IN A DEED TO TERRANO REALTY, INC., RECORDED UNDER
COUNTY CLERK'S FILE No. 96-R0010141, REAL PROPERTY RECORDS, DENTON COUNTY,
TEXAS, AND BEING THE NORTHEAST CORNER OF A TRACT DEEDED TO THE COUNTY OF DENTON,
RECORDED IN VOLUME 407, PAGE 472, DEED RECORDS, DENTON COUNTY, TEXAS;
THENCE NORTH 89 DEGREES 39 MINUTES 11 SECONDS WEST WITH THE SOUTH LINE OF SAID
DEN TEC PROPERTIES INC., TRACT, AND THE NORTH LINE OF SAID DENTON COUNTY TRACT,
A DISTANCE OF 666.81 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED
TRACT;
THENCE NORTH 89 DEGREES 39 MINUTES 11 SECONDS WEST WITH THE SOUTH LINE OF SAID
DEN TEC PROPERTIES INC., TRACT, AND THE NORTH LINE OF SAID DENTON COUNTY TRACT,
A DISTANCE OF 735.61 FEET TO A FOUND 1/2 INCH IRON ROD;
THENCE NORTH 01 DEGREES 42 MINUTES 15 SECONDS EAST, A DISTANCE OF 944.75 FEET TO
A FOUND 1/2 INCH IRON ROD ON THE SOUTH RIGHT-OF-WAY OF A PROPOSED ROAD;
THENCE NORTH 37 DEGREES 22 MINUTES 09 SECONDS EAST WITH THE SOUTH RIGHT-OF-WAY
OF SAID ROAD, A DISTANCE OF 117.02 FEET TO A FOUND 1/2 INCH IRON ROD AT THE
BEGINNING OF A CURVE TO THE RIGHT;
THENCE WITH SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 43 DEGREES 24
MINUTES 15 SECONDS, A RADIUS OF 450.00 FEET, AND AN ARC LENGTH OF 340.96 FEET, A
CHORD WHICH BEARS NORTH 59 DEGREES 04 MINUTES 32 SECONDS EAST, A DISTANCE OF
332.86 FEET TO A FOUND 1/2 INCH IRON ROD ON THE SOUTH RIGHT-OF-WAY OF SAID
PROPOSED ROAD;
THENCE NORTH 80 DEGREES 46 MINUTES 54 SECONDS EAST WITH THE SOUTH RIGHT-OF-WAY
OF SAID PROPOSED ROAD, A DISTANCE OF 393.98 FEET TO A FOUND 1/2 INCH IRON ROD;
THENCE SOUTH 01 DEGREES 42 MINUTES 15 SECONDS WEST, A DISTANCE OF 1276.53 FEET
TO THE POINT OF BEGINNING AND CONTAINING IN ALL 20.000 ACRES OF LAND.
<PAGE>
EXHIBIT A-2
ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE MARY
AUSTIN SURVEY, ABSTRACT NUMBER 4, DENTON COUNTY, TEXAS, AND BEING ALL OF A
CERTAIN (CALLED) 1.6728 ACRE TRACT AS DESCRIBED IN A DEED RECORDED UNDER COUNTY
CLERK FILE NUMBER 97-R0033573 REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND 1/2 INCH IRON ROD AT THE NORTHWEST CORNER OF SAID TERRANO
REALTY, INC. TRACT, ON THE SOUTH RIGHT-OR-WAY OF SPENCER ROAD, ON THE EAST
RIGHT-OF-WAY OF WOODROW LANE;
THENCE ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 37
DEGREES 37 MINUTES 18 SECONDS, A RADIUS OF 470.09 FEET, AN ARC LENGTH OF 308.67
FEET, WITH A CHORD OF SOUTH 71 DEGREES 06 MINUTES 03 SECONDS EAST, 303.16 FEET,
TO A FOUND 1/2 INCH IRON ROD, ON THE SOUTH RIGHT-OF-WAY OF SPENCER ROAD, ON THE
NORTH LINE OF SAID TERRANO REALTY, INC. TRACT;
THENCE SOUTH 53 DEGREES 42 MINUTES 41 SECONDS EAST WITH THE NORTH LINE OF SAID
TERRANO REALTY, INC. TRACT, AND THE SOUTH RIGHT-OF-WAY OF SPENCER ROAD, A
DISTANCE OF 196.87 FEET TO A SET 1/2 INCH IRON ROD, SAID ROD BEING AT THE
NORTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO THE CITY OF DENTON,
TEXAS, RECORDED IN COUNTY CLERK'S FILE NUMBER 96-R0010140, REAL PROPERTY
RECORDS, DENTON COUNTY, TEXAS;
THENCE SOUTH 20 DEGREES 08 MINUTES 39 SECONDS WEST WITH THE EAST LINE OF SAID
TERRANO REALTY, INC. TRACT, AND THE WEST LINE OF SAID CITY OF DENTON TRACT, A
DISTANCE OF 134.16 FEET TO A SET 1/2 INCH IRON ROD, AT THE SOUTHWEST CORNER OF
SAID CITY OF DENTON TRACT, ON THE NORTH LINE OF A TRACT OF LAND DESCRIBED IN A
DEED FROM MISSOURI PACIFIC RAILROAD COMPANY TO THE CITY OF DENTON, TEXAS,
RECORDED IN COUNTY CLERK'S FILE NUMBER 93-R0058185, REAL PROPERTY RECORDS,
DENTON COUNTY, TEXAS;
THENCE NORTH 62 DEGREES 06 MINUTES 37 SECONDS WEST, WITH THE SOUTH LINE OF SAID
TERRANO REALTY, INC. TRACT, AND THE NORTH LINE OF SAID RAILROAD TRACT, A
DISTANCE OF 451.87 FEET TO A FOUND 1/2 INCH IRON ROD, ON THE EAST RIGHT-OF-WAY
OF WOODROW LANE, ON THE WEST LINE OF SAID TERRANO REALTY, INC. TRACT;
THENCE NORTH 00 DEGREES 02 MINUTES 25 SECONDS EAST WITH THE WEST LINE OF SAID
TERRANO REALTY, INC. TRACT, AND THE EAST RIGHT-OF-WAY OF WOODROW LANE, A
DISTANCE OF 129.29 FEET TO THE POINT OF BEGINNING AND CONTAINING IN ALL 1.6728
ACRES OF LAND.
<PAGE>
EXHIBIT A-4
Being 115.00 acres of land situated in the W. S. Estes Survey, Abstract No. 337
and the George M. Casey Survey, Abstract No. 245, Ellis County, Texas. Said
115.00 acres being composed of the following tracts, SSC Parcel No. 86C, a
168.002 acre tract described in a deed dated 1/11/91 and recorded in Volume 852,
Page 154 of the Deed Records of Ellis County, Texas (DRECT), SSC Parcel No.
106C, is 42.769 acre tract described in a deed dated 4/7/92 and recorded in
Volume 916, Page 721 of the DRECT, SSC Parcel No. 623, a 22.169 acre tract
described in a deed dated 2/21/91 and recorded in Volume 855, Page 168 of the
DRECT and SSC Parcel No. 622 a called 17.873 acre tract described in a deed
dated 2/26/91 and recorded in Volume 855, Page 466 of the DRECT. All bearings
and coordinates are based on the Texas State Plane Coordinate System, North
Central Zone, NAD 1983, and based on the position of SSC Monument No. 152,
having coordinates of N= 6,811,283.69 and E= 2,452,899.81 and a combined scale
factor of 0.99992448. This 115.00 acre tract is more particularly described as
follows,
Beginning at a 5/8" iron rod set for the Northwest corner of this herein
described tract said 5/8" iron rod bears S 75(Degree) 41' 55" E, 42.37 feet from
a 1/2" iron rod found for the centerline intersection of Old Maypearl Road and
Beardon Road said 1/2" iron rod being in the south line of SSC Parcel No. 88B, a
called 96.675 acre tract described in a deed dated 1/11/91 and recorded in
Volume 852, Page 148 of the DRECT and is the Northeast corner of SSC Parcel No.
86B, a 45.604 acre tract described in a deed dated 1/11/91 and recorded in
Volume 852, Page 154 of the DRECT and is also the Northwest corner of the said
SSC Parcel No. 86C. This beginning point is at a Thirty (30) foot offset south
and east from the centerlines of Old Maypearl and Beardon Roads respectively and
has coordinates of N= 6805456.86 and E= 2451944.26.
Thence North 59(Degree) 13' 24" East, a distance of 1460.89 feet with said
Thirty (30) foot offset southeast from the centerline of Old Maypearl Road to a
5/8" iron rod set for the most northerly Northeast corner of this herein
described tract.
Thence South 29(Degree) 57' 41" East, a distance of 1699.36 feet leaving said
Thirty (30) foot offset to Old Maypearl Road and crossing said SSC Parcel No.
86C to a 5/8" iron rod set for an interior ell corner of this herein described
tract.
Thence North 59(Degree) 50' 18" East, a distance of 1873.55 feet continuing
across said SSC Parcel No. 86C and at 1233.27 feet crossing the centerline of an
abandoned county road formerly known as Bethel Church Road and leaving said SSC
Parcel No. 86C and entering said SSC Parcel No. 623 and leaving said SSC Parcel
No. 623 at 1770.13 feet and entering said SSC Parcel No. 622 to a 5/8" iron rod
set at a Sixty (60) foot offset from the centerline of a new road. This 5/8"
iron rod is on the proposed 120' ROW of this new road.
Thence South 15(Degree) 07' 39" East, a distance of 832.24 feet with the
proposed West ROW of the said new road leaving said SSC Parcel No. 622 at 122.01
feet and entering SSC Parcel No. 106C, a called 42.769 acre tract described in a
deed dated 4/7/92 and recorded in Volume 916, Page 721 of the DRECT to a 5/8"
iron rod set for the most easterly southeast corner of this herein described
tract. Said 5/8" iron rod being on the proposed 120' ROW of the said new road
and being in the north line of the said SSC Parcel No. 38B and the south line of
SSC Parcel No. 106C.
Thence South 59(Degree) 08' 46" West, a distance of 398.25 feet to a 5/8" iron
rod set for an angle point of this herein described tract, said 5/8" iron rod
being in the south line of the said SSC Parcel No. 106C. This 5/8" iron rod
bears N 58(Degree) 48'47" E, 13.31 feet from a 5/8" iron rod found for the
southwest corner of the said SSC Parcel No. 106C.
Thence South 60(Degree) 22' 49" West, a distance of 2694.67 feet crossing said
SSC Parcel No. 106C and passing at 13.31 feet, 0.36' left, a 5/8" iron rod found
for the southwest corner of said SSC Parcel No. 106C and the northwest corner of
SSC Parcel No. 38B and leaving said SSC Parcel No. 106C at 13.31 feet and
entering said SSC Parcel No. 86C continuing across SSC Parcel No. 86C to a 5/8"
iron rod set at the Southwest corner of this herein described tract. Said 5/8"
iron rod being at a Thirty (30) foot offset from the centerline of Beardon Road
and bears N 21(Degree) 50' 12" W, 196.45 feet from a 1/2" iron rod found for the
Southwest corner of said SSC Parcel No. 86C.
Thence North 30(Degree) 37' 14" West, a distance of 2466.82 feet with the Thirty
(30) foot offset east from the centerline of Beardon Road to the Point of
Beginning containing 115.00 acres of land.
<PAGE>
EXHIBIT B
[Example of Draw Request]
<PAGE>
DRAW REQUEST
Date: ____________________
Texas State Bank
3900 North 10th Street
McAllen, Texas 78501
Re: Revolving Line of Credit Promissory Note dated October ____, 1998 in
the original principal amount of Five Million and 00/100 Dollars
($5,000,000.00)
Gentlemen:
International Isotopes Inc. (the "Borrower") and Texas State Bank (the
"Lender") have entered into that certain Loan Agreement (the "Loan Agreement" or
"Agreement") dated October ____, 1998. Any capitalized terms used in this Draw
Request and the attached Borrowing Base Certificate shall have the same meaning
assigned to them in the Loan Agreement unless otherwise specified herein. A
Borrowing Base Certificate and Accounts Receivable Report are attached hereto
and made a part hereof for all purposes.
The undersigned hereby certifies, warrants and represents that:
A. We are the appointed and acting Chief Executive Officer and
Chief Financial Officer of Borrower.
B. The attached Borrowing Base Certificate and Accounts Receivable
Report have been made under our supervision and accurately
reflect the Borrowing Base as of the date specified.
C. As of the date of this Draw Request, the Borrowing Base and
availability of funds under the Revolving Note is as follows:
Date of Draw Request _____________________
Principal Balance of Revolving Note $________________
Advance Requested in this Draw Request $________________
Loan Principal Balance after Advance
Requested in this Draw Request $________________
Present Borrowing Base $________________
Less Loan Principal Balance after Advance
Requested in this Draw Request $________________
Excess (Availability or [Deficit]
(Mandatory Prepayment) $________________
D. The sum of the outstanding principal balance of the Revolving
Note, plus the amount of the Advance requested in this Draw
Request does not exceed the lesser of the face amount of the
Revolving Note or the amount of the Borrowing Base as of the date
on which this Draw Request is made.
E. A review of Borrower's activities indicate Borrower is in full
compliance with all terms and conditions of the Loan Agreement
and the other Loan Documents and no event of default exists under
any of the Loan Agreement and the other Loan Documents and no
event has occurred and no condition exists which, with the lapse
of time or notice or both, could become an event of default under
any of the Loan Agreement or the other Loan Documents.
F. The representations and warranties made by Borrower in each of
the Loan Agreement and the other Loan Documents and any other
document executed and delivered in connection herewith are hereby
remade by Borrower as of the date hereof and are true and correct
in all material respects as of the date hereof.
G. The consummation of the Advance requested herein will not violate
or contravene any applicable provision of any law or any
regulation, demand, decree, order, writ, or injunction of any
Tribunal.
H. No legal proceeding is pending or threatened against Borrower by
or before any Tribunal which might have a material adverse effect
upon the business, operations or financial condition of Borrower.
I. All conditions precedent to the obligations of Lender to make the
Advance requested herein have been complied with including,
without limitation, those set forth in Sections 2.04 and 4.01 of
the Loan Agreement.
We certify that the foregoing and the attached reports are true and
correct in all material respects. Accordingly, an Advance in the amount of
$___________ is hereby requested to be made under and pursuant to the Revolving
Note and the Loan Agreement. Please credit the Borrower's Operating Account
Number ____________ at Lender with the Advance.
International Isotopes Inc.
By: ___________________________________
Ira Lon Morgan
Chairman of the Board and Treasurer
By: ___________________________________
Name: _____________________
Title: _____________________
<PAGE>
BORROWING BASE CERTIFICATE
ACCOUNTS RECEIVABLE REPORT
AS OF ______________________
ACCOUNTS RECEIVABLE $_______________
1. Less accounts not invoiced ($_______________)
2. Less (i) Invoices Outstanding
75 days or more ($_______________)
(ii) Invoices in Dispute ($_______________)
(iii) Inter Company and Related ($_______________)
Eligible Accounts Receivable $_______________
BORROWING BASE CALCULATION
Total Borrowing Base:
75% of Eligible Accounts Receivable $_______________
Attached hereto is an accounts receivable report summarizing the
outstanding accounts receivable of International Isotopes Inc. as of
_______________________, which summary is hereby certified by the
undersigned to be true and correct in all material respects.
International Isotopes Inc.
By: ____________________________________
Ira Lon Morgan
Chairman of the Board and Treasurer
By: ____________________________________
Name: ______________________
Title: ______________________
<PAGE>
SCHEDULE 1.01(r)
[Description of Certain Equipment]
<PAGE>
SCHEDULE 1.01(s)
[Equipment Available For Sale]
<PAGE>
SCHEDULE 1.01(dd)
[Linac Equipment]
<PAGE>
SCHEDULE 6.10
On April 24, 1998, International Isotopes Inc. ("I(3)") acquired Mac
Isotopes, Inc. from its parent corporation, MACTEC, Inc., and then merged MAC
Isotopes into International Isotopes Idaho Inc. ("I(4)"), a Texas corporation
and newly formed subsidiary of I(3). I(4) assumed MAC Isotopes' exclusive five
year long-term contract, with an option to renew for three additional years, for
the utilization of the U.S. Department of Energy Advanced Test Reactor facility
located near Idaho Falls, Idaho. As the parent of I(4), I(3) was required to
guarantee the obligations of I(4) under such contract with Lockheed Martin Idaho
Technologies Company, the operator of the Advanced Test Reactor facility.
<PAGE>
SCHEDULE 7.24
<PAGE>
<TABLE>
<CAPTION>
List of Material Contracts Outstanding
--------------------------------------
Contract
Contract Type Vendor Date Description Amount
------------- ------ ---- ----------- ------
<S> <C> <C> <C> <C>
Equipment Construction CEC Modulators 01/13/98 Linac Klystron Modulators $1,650,813.00
Equipment Construction Alphatech 02/10/98 Linac Beam Line Magnets $704,295.00
Equipment Construction Maxwell P/S 01/08/98 Klystron Power Supplies $396,000.00
Equipment Construction Maxwell Int. 02/13/98 Klystron Power Supplies $130,000.00
Equipment Purchase VonGahlen 01/23/98 Linac Facility Hot Cells $990,500.00
Real Estate Construction Andres Construction 11/03/97 Linac Facility Construction
Real Estate Construction Remodeling Plus 04/10/98 Cyclotron Facility Construction $311,850.00
Services - Validation Black and Veatch 04/20/98 Radiopharmacy Validation Services $408,153.00
Development, Distribution Bracco 05/14/98 Manufacturing - Thallium 200
Development, Distribution Good Group 05/26/98 Manufacturing - Brachytherapy Seeds
Development, Distribution Imagyn 01/12/98 Manufacturing - Brachytherapy Seeds
Development Guilford 08/28/98 Gap Analysis for Dopascan $44,000.00
Development Proxima 08/31/98 Research Agreement for Iotrex $88,000.00
</TABLE>
<PAGE>
SCHEDULE 7.25
[Lists of all patents, trademarks and copyrights held by
Borrower and of all applications for patents,
trademarks and copyrights currently being made by
Borrower.]
<PAGE>
SCHEDULE 7.26
<PAGE>
<TABLE>
<CAPTION>
Licenses and Permits
--------------------
Date
Certificate or License Received Issuer Description
---------------------- -------- ------ -----------
<S> <C> <C> <C> <C>
Certificate of R23196 24-Jul-98 Texas Department of Health Bureau of Operation of Accelerator and
Registration for Radiation Control Cyclotron
Industrial Radiation
Machines
Certificate of Laser Z01266 31-Jul-98 Texas Department of Health Bureau of Laser
Registration Radiation Control
Radioactive Material LO5159 2-Jul-98 Texas Department of Health Bureau of Radioactive Material Processing
License Radiation Control Authorized
Radioactive Material LO4994 12-Aug-98 Texas Department of Health Bureau of Radioactive Material Authorized
License Radiation Control (relates to Tomography)
Radioactive Device Applied Texas Department of Health Bureau of I-125 Brachytherapy Seeds/
Registration Radiation Control Bracytherapy Radionuclide Seed
Radioactive Material Applied Texas Department of Health Bureau of Operation of Cyclotron for
License Radiation Control Validation
Medical Device 129283 20-Aug-98 Texas Department of Health Drugs and Device of Distribution
Manufacturer Medical Devices Division
Wholesale Distributor 128076 5-Aug-98 Texas Department of Health Bureau of
of Drugs (Manufacturer) Food and Drug Safety
Drug Establishment 1650324 8/12/98 U.S. Food and Drug Administration
Registration
Initial Registration of 1650324 3/31/98 U.S. Food and Drug Administration
Device Establishment
510k K982421 31-Jul-98 Department of Health and Human Services Imagyn I-125 Seed
Other Licenses,
Certification required
for production
- ------------------------- -------------- ------------- ---------------------------------------- -----------------------------------
Amendment to Texas Department of Health Bureau of Operation of LlNAC and Cyclotron
Radioactive Material Radiation Control to produce radioactive material
License
Amendment to Texas Department of Health Bureau of Operation of Shady Oaks to
Radioactive Material Radiation Control process radioactive material
License
Drug Listing (per drug as
product) necessary
</TABLE>
<PAGE>
SCHEDULE 7.27
[List of all present subsidiaries of Borrower]
Gazelle Realty, Inc.
International Isotopes Idaho Inc.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 8.01(f)
[Financing Statements covering leased equipment]
<S> <C>
1. Financing Statement #97-00142935, filed on July 8, 1997 at 8:00 a.m.
Debtor: International Isotopes Inc., 523 N Elm, Denton, TX 76201
Secured Party: AT&T Capital Leasing Services, Inc.
PO Box 9104, Framingham, MA 01701
2. Financing Statement #97-00231448, filed on November 10, 1997 at 8:00 a.m.
Debtor: International Isotopes, Inc., 532 N Elm, Denton, TX 76201
Secured Party: Texas Bank, PO Box 760, Weatherford, TX 76086
3. Financing Statement #98-00040356, filed on February 27, 1998 at 8:00 a.m.
Debtor: International Isotopes Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: TexasBank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
4. Financing Statement #98-00067938, filed on April 3, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: Texas Bank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
5. Financing Statement #98-00073388, filed on April 10, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: Texas Bank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
6. Financing Statement #98-00084011, filed on April 24, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: Texas Bank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
7. Financing Statement #98-00099284, filed May 14, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: Texas Bank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
8. Financing Statement #98-00123914, filed June 17, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: Texas Bank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
9. Financing Statement #98-00138816, filed July 8, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc. 3100 Jim Christal Rd, Denton, TX 76205
Secured Party: Bankers Trust Co. as Custodian of Trustee
4 Albany Str, 7th Floor, New York, NY 10006
10. Financing Statement #98-00145169, filed on July 16, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: Texas Bank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
11. Financing Statement #98-00179971, filed on September 4, 1998 at 8:00 a.m.
Debtor: International Isotopes, Inc., 3100 Jim Christal Rd, Denton, TX 76207
Secured Party: Texas Bank, 2525 Ridgmar Blvd, Fort Worth, TX 76116
</TABLE>
<PAGE>
SCHEDULE 8.03
In connection with the purchase of MAC Isotopes, Inc. (now International
Isotopes Idaho Inc.) from MACTEC, Inc., I(3) provided MACTEC with consideration
in the form of 159,416 shares of common stock of I(3) based on a value of
approximately $19.91 per share (the "Merger Price"). MACTEC has the option to
sell back to the Company 50% of the 159,416 shares on April 24, 1999 and the
remaining 50% on April 24, 2000. The purchase price to be paid by I(3) is (a)
the Merger Price plus (b) 50% of the difference between (i) the then market
price of I(3)'s stock and (ii) the Merger Price, provided that if the market
price is less than the Merger Price I(3) need only pay the Merger Price.
Auric Partners, a company affiliated with a member of the I(3) Board of
Directors, has agreed, if I(3) does not purchase the shares, to repurchase the
shares from MACTEC, provided that if the market price at the time of purchase is
less than the Merger Price, I(3) is obligated to pay Auric, in cash or warrants,
at I(3)'s election, the difference between the market price and the Merger
Price.
Exhibit 99.1
For Immediate Release:
INTERNATIONAL ISOTOPES INC CLOSES ON REFINANCING ON FACILITIES
Denton, TX, October 16, 1998 - International Isotopes Inc (Nasdaq: INIS, BSE:
ITL) (I(3)), a manufacturer of finished radiopharmaceuticals, radioisotopes,
pharmaceutical grade radiochemicals and medical devices, today announced that
the Company closed on additional debt financing that allows the Company to
recapture some of the initial IPO cash investments in facilities and equipment.
The refinancing is provided by Texas State Bank, McAllen, Texas and provides
$15,000,000 in a long-term loan collateralized by $35,000,000 in appraised
assets and a $5,000,000 collateralized revolving line of credit secured by
receivables.
"The refinancing of our long-term mortgages on facilities and equipment,
commensurate with appraised values, provides additional working capital of
approximately $6,500,000 plus access to an additional $5 million for production
equipment while maintaining a conservative equity to debt ratio," according to
Ira Lon Morgan, Ph.D., Chairman and Treasurer. "These proceeds will be used for
the imminent production of products and the continued expansion of other product
production programs at I(3)."
International Isotopes Inc has invested substantial funds since its Initial
Public Offering in August, 1997 for the construction of facilities and the
purchase of production equipment. The Company has experienced substantial delays
in construction of the facilities due to "El Nino" weather, concrete rationing
and a substantial shortage of subcontractor skilled labor and equipment vendor
delays. Occupancy of the administration, manufacturing and service facility was
achieved on August 4, 1998, occupancy of the finished radiopharmaceutical
manufacturing facility on September 4, 1998 and occupancy of the LINAC
radioisotope production facility on October 2, 1998. The delays in obtaining
occupancy of our facilities, necessary to install manufacturing equipment and
commence production, prevented sales and revenue from the Denton facilities
during the third quarter, however, limited production will commence during the
fourth quarter. Sales and revenue from our subsidiary, International Isotopes
Idaho Inc., remained strong during the third quarter and will provide additional
revenues for the fourth quarter.
International Isotopes Inc, headquartered in Denton, Texas is initiating
operations to be the premier supplier of finished radiopharmaceuticals,
pharmaceutical grade radiochemicals, radioisotopes and brachytherapy seeds used
in nuclear medicine for diagnostics and therapeutic treatment of cancer and
other diseases. The Company and its internationally recognized management team
are also developing products for radiation therapy and medical imaging.
I(3) Safe Harbor Statement
Statements in this press release may constitute forward-looking statements and
are subject to numerous risks and uncertainties, including the ability to meet
time schedules set forth in the prospectus, development of competitive products
by others and other risks detailed from time to time in the Company's filings
with the Securities and Exchange Commission. The Company disclaims any
obligation to update statements in this press release.
