EXHIBIT 10.54
FIRST MODIFICATION OF
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST MODIFICATION OF AMENDED AND RESTATED CREDIT AGREEMENT (the
"First Modification") is made and entered as of the 4th day of April, 2002, by
and among CTI, INC., a Tennessee corporation (the "Borrower"); all Subsidiaries
of the Borrower that are parties to the Credit Agreement as defined herein
(collectively, the "Guarantors"); BANK OF AMERICA, N.A., a national banking
association ("Bank of America"); FIFTH THIRD BANK, an Ohio state bank ("Fifth
Third"); NATIONAL CITY BANK OF KENTUCKY, a national banking association
("National City"); and SUNTRUST BANK, a Georgia state bank ("SunTrust"), as
administrative agent (in such capacity the "Administrative Agent") for SunTrust,
Bank of America, Fifth Third and National City as Lenders (collectively, the
"Lenders"), as Lender, and as Issuing Bank.
RECITALS:
Pursuant to the terms of an Amended and Restated Credit Agreement,
dated as of March 14, 2002, among the Borrower, the Guarantors, the Lenders and
SunTrust as Administrative Agent and Issuing Bank (the same may be amended,
restated, supplemented, extended, renewed, replaced or otherwise modified from
time to time, the "Credit Agreement"; except as otherwise defined herein, terms
used herein and defined in the Credit Agreement shall be used herein as so
defined), the Lenders have extended Loans to the Borrower and have agreed to
purchase participations in Letters of Credit issued for the account of the
Borrower, and the Issuing Bank will issue such Letters of Credit, all as more
specifically described in the Credit Agreement.
The Borrower has requested that the Lenders and SunTrust as
Administrative Agent and the Issuing Bank modify the terms of the Credit
Agreement to provide for certain liabilities of the Borrower associated with a
private placement agreement between the Borrower and First Union Capital
Partners. The Lenders and SunTrust as Administrative Agent and the Issuing Bank
have agreed to enter into this First Modification to provide for such
liabilities.
NOW, THEREFORE, in consideration of the foregoing, the Loans extended
pursuant to the terms of the Credit Agreement, the agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Tangible Net Worth. Section 1.1 of the Credit Agreement is
hereby modified to delete the definition of "Tangible Net Worth" and to
substitute the following definition:
"Tangible Net Worth" shall mean, as of any date, (i) the total
assets of the Borrower and its Subsidiaries that would be reflected on
the Borrower's consolidated balance sheet as of such date prepared in
accordance with GAAP,
after eliminating all amounts properly attributable to minority
interests, if any, in the stock and surplus of Subsidiaries, minus (ii)
the sum of (x) the total liabilities of the Borrower and its
Subsidiaries that would be reflected on the Borrower's consolidated
balance sheet as of such date prepared in accordance with GAAP, but to
exclude from such subtraction, for a period of December 31, 2001
through June 30, 2002, the warrant liability associated with the 1999
private placement stock issuance to First Union Capital Partners and
the related warrants and put feature, (y) the amount of any write-up in
the book value of any assets resulting from a revaluation thereof or
any write-up in excess of the cost of such assets acquired reflected on
the consolidated balance sheet of the Borrower as of such date prepared
in accordance with GAAP and (z) the net book amount of all assets of
the Borrower and its Subsidiaries that would be classified as
intangible assets on a consolidated balance sheet of the Borrower as of
such date prepared in accordance with GAAP.
2. Other Terms. All other terms and conditions of the Credit
Agreement and all Loan Documents shall remain unaltered and in full force and
effect, unless otherwise modified in this First Modification.
IN WITNESS WHEREOF, the parties have caused this First Modification to
be executed as of the date first above written.
BORROWER:
CTI, INC., a Tennessee corporation
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: CFO
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GUARANTORS:
CTI PET SYSTEMS, INC., a Tennessee
corporation
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------
Title: CFO
---------------------------------
CTI SERVICES, INC., a Tennessee
corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: X. X. Xxxx
----------------------------------
Title: CFO
---------------------------------
X.X.X.XXX PHARMACEUTICALS, INC., a Tennessee
corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Name: X. X. Xxxx
---------------------------------
Title: CFO
--------------------------------
ADVANCED CRYSTAL TECHNOLOGY, INC.
(ACT, INC.), a Tennessee corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Name: X. X. Xxxx
---------------------------------
Title: CFO
--------------------------------
CTI GMBH, a German corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Name: X. X. Xxxx
---------------------------------
Title: CFO
--------------------------------
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LENDERS:
SUNTRUST BANK, as a Lender,
Administrative Agent and Issuing Bank
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
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Title: Group Vice President
---------------------------------
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxxxx X. Xxxx
----------------------------------
Title: S.V.P.
---------------------------------
FIFTH THIRD BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
NATIONAL CITY BANK OF KENTUCKY, as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
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Title: Vice President
---------------------------------
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