8-K

UNITED STATES

SECURITIES AND 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 (Date of earliest event reported): June 12, 2012

THERAGENICS CORPORATION®

(Exact name of registrant as specified in charter)

Delaware	001 - 14339	58-1528626
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5203 Bristol Industrial Way

Buford, Georgia 30518

(Address of principal executive offices / Zip Code)

(770) 271-0233

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act.
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

ITEM 1.01 Entry into a Material Definitive Agreement

On June 12, 2012, Theragenics Corporation (“Theragenics” or the “Company”), its subsidiaries and Wells Fargo Bank, National Association, successor in interest by merger to Wachovia Bank, National Association (the “Bank”), executed an amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement dated as of May 27, 2009 (the “Credit Agreement”) among the Company, its subsidiaries and the Bank. The Third Amendment modifies the Fixed Charge Coverage Ratio to generally exclude the purchase price paid to repurchase Theragenics common stock pursuant to the tender offer described in Item 8.01 below and certain related expenses (including transactions costs) in determining the numerator of the Fixed Charge Coverage Ratio calculation under the Credit Agreement.

The above description is a summary of the material terms of the Third Amendment. This description is qualified by reference to the full text of the Third Amendment, which is attached as Exhibit 10.1 to this Form 8-K.

ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On June 12, 2012, Theragenics sent a notice to our executive officers and directors informing them of a temporary suspension of activity (the “Blackout Period”) for participants in the Theragenics Corporation Employee Savings Plan (the “401(k) Plan”) who participate in the tender offer described below.  The 401(k) Plan trustee has informed the Company that such Blackout Period under the 401(k) Plan is required in connection with processing 401(k) Plan participant elections related to the tender offer. Participants in the 401(k) Plan who participate in the tender offer with respect to Theragenics common stock held in the 401(k) Plan will be prevented from the following with respect to the portion of their accounts held in the Theragenics stock fund during the Blackout Period: applying for a loan, requesting a withdrawal or other distribution and making investment changes. The Blackout Period is expected to begin on July 6, 2012 at 4:00 p.m. Eastern Time and end during the week of July 16, 2012.

The Blackout Period imposes certain trading restrictions in Theragenics securities on executive officers and directors in the event that 50% or more of the 401(k) Plan participants direct the tender of shares held under the 401(k) Plan in the tender offer. A copy of the Blackout Period notice, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1.

ITEM 8.01 Other Events.

On June 12, 2012, Theragenics issued a press release announcing the commencement of a modified “Dutch Auction” tender offer to purchase up to $10 million of its common stock at a price not less than $2.00 nor greater than $2.40 per share in cash. The terms and conditions of the tender offer are set forth in the Offer to Purchase and other related documents, including the Letter of Transmittal, which are filed as exhibits to the Schedule TO filed with the Securities and Exchange Commission on June 12, 2012. A copy of the press release is attached hereto as Exhibit 99.2.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.             Description

10.1 Third Amendment dated June 12, 2012 and Second Amendment dated February 17, 2012 to the Amended and Restated Credit Agreement dated May 27, 2009 among the Company, C.P. Medical Corporation, Galt Medical Corporation, NeedleTech Products, Inc. and Wells Fargo Bank, National Association, successor in interest by merger to Wachovia Bank, National Association.

99.1 Notice to Executive Officers and Directors of Blackout Period, dated June 12, 2012.

99.2 Press Release Announcing Commencement of Tender Offer, dated June 12, 2012.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 12, 2012	THERAGENICS CORPORATION
	By:	/s/ M. Christine Jacobs
		M. Christine Jacobs Chief Executive Officer

EX-10.1

EXHIBIT 10.1

THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT (this "Amendment") is dated as of June 11, 2012, among (i) THERAGENICS CORPORATION, C.P. MEDICAL CORPORATION, GALT MEDICAL CORP. and NEEDLETECH PRODUCTS, INC. (each a "Borrower" and collectively the "Borrowers"), and (ii) WELLS FARGO BANK, NATIONAL ASSOCIATION, successor in interest by merger to Wachovia Bank, National Association (the "Bank").

W I T N E S S E T H :

WHEREAS, the Borrowers and Bank are parties to that certain Amended and Restated Credit Agreement, dated as of May 27, 2009 (as amended, the "Loan Agreement");

WHEREAS, Borrowers have advised Bank that Parent (as defined in the Loan Agreement) intends to repurchase certain of its Equity Interests (as defined in the Loan Agreement), for a purchase price not to exceed $10,000,000 in the aggregate (inclusive of any expenses directly resulting from any premium paid over the then current market price with respect to the Equity Interests repurchased), pursuant to a modified Dutch auction procedure to be initiated on or about June 12, 2012 (the "Specified Repurchase"), which Specified Repurchase the parties hereto acknowledge and agree is expressly permitted pursuant to Section 7.2(G) of the Loan Agreement;

WHEREAS, each Borrower has requested that Bank amend certain provisions of the Loan Agreement and Bank has so agreed, subject to the terms and conditions hereof;

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the parties hereto agree as follows:

1.           Definitions; Amendment a Loan Document.  Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Loan Agreement shall have the meaning assigned to such term in the Loan Agreement.  Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Loan Agreement shall from and after the date hereof refer to the Loan Agreement as amended hereby. This Amendment is a Loan Document.

2.           Amendments.  Effective upon satisfaction of the terms and conditions to effectiveness set forth in Section 9 hereof:

 

(a)           The definition of “Fixed Charge Coverage Ratio” set forth in Section 1.1 of the Loan Agreement is amended and restated in its entirety as follows:

“Fixed Charge Coverage Ratio” means for the Parent and its consolidated Subsidiaries for each fiscal quarter and the immediately preceding three (3) fiscal quarters, without duplication, the sum of (i) EBITDA for such period, plus (ii) rent and lease expense, solely to the extent deducted in the calculation of net earnings, plus (iii) recognized share-based compensation expense, solely to the extent deducted in the calculation of net earnings, plus (iv) one-time non-cash charges, solely to the extent deducted in the calculation of net earnings, including, without limitation, those related to Permitted Acquisitions, plus (v) non-cash expenses for fair value adjustments related to interest rate swaps, minus (vi) non-cash gains for fair value adjustments related to interest rate swaps, minus (vii) Capital Expenditures which are not expended as part of Permitted Acquisitions, plus (viii) Special NeedleTech Capital Expenditures, minus (ix) Restricted Payments, minus (x) all net earn-out payments made during such period in connection with Permitted Acquisitions (excluding, for the avoidance of doubt, all up-front payments made at the closing of such Permitted Acquisition, to the extent such payments constitute or could be characterized or considered as advance payment of earn-out amounts), divided by Consolidated Fixed Charges.  For non-cash items listed above in this definition, such items shall be based on the actual amounts reflected as an adjustment to reconcile net earnings to net cash provided by operating activities on the consolidated statements of cash flows for the applicable period.  For all other items listed above in this definition, such items shall be based on the actual amounts reflected in the relevant consolidated financial statements delivered for such period under the terms of this Agreement.  Notwithstanding anything to the contrary herein, to the extent (a) the Parent consummates the Specified Repurchase prior to October 31, 2012 and (b) the purchase price paid for the Parent's Equity Interests repurchased pursuant to the Specified Repurchase (including any premium paid for such Equity Interests over their then current market price, however accounted for under Generally Accepted Accounting Principles, but excluding any direct and incremental transaction costs and expenses) does not exceed $10,000,000 in the aggregate, then, with respect to the fiscal quarter in which the Specified Repurchase is consummated, the Bank agrees for purposes of calculating the Fixed Charge Coverage Ratio, to permit the Parent and its consolidated Subsidiaries to (1) exclude from Restricted Payments (x) up to $10,000,000 in the aggregate for the purchase price paid for the Parent's Equity Interests repurchased pursuant to the Specified Repurchase (including any premium paid for such Equity Interests over their then current market price, however accounted for under Generally Accepted Accounting Principles, but excluding any direct and incremental transaction costs and expenses otherwise added back to EBITDA pursuant to clause (2) hereinbelow), and (y) up to $400,000 in the aggregate of direct and incremental transaction costs and expenses to the extent not treated as operating costs and not otherwise included as an addback to EBITDA pursuant to clause (2) hereinbelow, and (2) add to EBITDA up to $400,000 in the aggregate of direct and incremental transaction costs and expenses (to the extent deducted from the calculation of Net Income) incurred in connection with the Specified Repurchase.

(b)           The following new definition is hereby added to Section 1.1 of the Loan Agreement in proper alphabetical order as follows:

"Specified Repurchase" shall have the meaning assigned to such term in the Third Amendment to Amended and Restated Credit Agreement, dated as of June 11, 2012, by and among the Borrowers and the Bank.

(c)           Exhibit A, Form of Compliance Certificate, attached to the Loan Agreement is hereby deleted and the revised Form of Compliance Certificate that is attached hereto as Exhibit A and incorporated herein by reference, is hereby substituted as a new Exhibit A to the Loan Agreement.

3.           Restatement of Representations and Warranties.  Each Borrower hereby represents and warrants that, as of the date of this Amendment, and after giving effect to the terms of this Amendment, there exists no Default or Event of Default. Each Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Loan Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent (i) expressly amended in Section 2 above and (ii) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and complete on and as of such earlier date).

4.           Effect of Amendment; No Novation or Mutual Departure.  Each Borrower expressly acknowledges and agrees that there has not been, and this Amendment does not constitute or establish, a novation with respect to the Loan Agreement or any of the Loan Documents or any debt or other obligations owed by any Borrower to Bank. The amendments set forth in Section 2 above shall be deemed to have prospective application only, unless otherwise specifically stated herein. Notwithstanding the foregoing, the agreements of Bank contained in this Amendment shall not (i) apply to any other past, present or future noncompliance with any provision of the Loan Agreement or any of the other Loan Documents, (ii) impair or otherwise adversely affect Bank's right at any time to exercise any right or remedy in connection with the Loan Agreement or any of the other Loan Documents, or (iii) except as expressly set forth in Section 2 above, (1) amend, modify or otherwise alter any provision of the Loan Agreement or any of the other Loan Documents, or (2) constitute a mutual departure from the terms, covenants, conditions and agreements contained in the Loan Agreement or any of the other Loan Documents other than as expressly agreed to in Section 2 above. Nothing in this Amendment shall affect or limit Bank's right to require payment of debt and other obligations owing from any Borrower to Bank under, or to require strict performance of the terms, covenants, conditions and agreements contained in the Loan Agreement and the other Loan Documents, to exercise any and all rights, powers and remedies under the Loan Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default.

5.           Borrowers' Ratification, Reaffirmation and Release.  Each Borrower hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Loan Agreement, as amended herein, and the other Loan Documents effective as of the date hereof. Each Borrower acknowledges, agrees, represents and warrants that the Loan Agreement and the other Loan Documents, as amended and affected by this Amendment, constitute legal, valid, binding and enforceable obligations of each Borrower as of this date, free from any defense, counterclaim, offset or recoupment. Each Borrower hereby waives, releases and discharges Bank from any and all claims, demands, actions or causes of action arising out of or in any way relating to the Loans and the other Obligations, the Loan Agreement and the other Loan Documents and any documents, agreements, dealings, or other matters connected with the Loans, any letter of credit or other Obligations,  including, without limitation, all known and unknown matters, claims, transactions, or things occurring prior to the date of this Amendment related to the Loans, any letter of credit or other Obligations.

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6.           Counterparts; Section References; Acceptance of Agreement.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby. To the fullest extent permitted under applicable law, each Borrower hereby waives notice of Bank's acceptance of this Amendment.

7.           Further Assurances; Reimbursement of Bank Expenses.  Each Borrower agrees to take such further actions as Bank shall reasonably request in connection with this Amendment to evidence the agreements contained in this Amendment. The Borrowers agree to pay directly or reimburse Bank for all of Bank's fees and expenses outstanding relating to the Loan Agreement, including, but not limited to, any and all filing fees, recording fees, and expenses and Attorneys’ Fees of Bank's legal counsel, incurred in connection with the preparation, amendment or modification of this Amendment (and any prior amendments), the Loan Agreement, and any and all documents executed and delivered in connection herewith or therewith.

8.           Governing Law; Severability; Successors and Assigns.  This Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of Georgia. If any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Amendment. This Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided however, that no Borrower may assign or transfer its interest hereunder without Bank's prior written consent.

9.           Conditions Precedent, Etc.  This Amendment shall become effective only upon (a) execution and delivery of this Amendment by the parties hereto and (b) payment to Bank, in immediately available funds in accordance with Bank's instructions, of a fully earned and non-refundable amendment fee equal to $20,000 for the benefit of Bank.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto as of the day and year first above written.

LENDER: WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Alicia Cullens Watkins Name:  Alicia Cullens Watkins Title: Vice President BORROWERS: THERAGENICS CORPORATION By: /s/ Francis J. Tarallo Name: Francis J. Tarallo Title: CFO C.P. MEDICAL CORPORATION By: /s/ Lynn M. Rogers Name: Lynn M. Rogers Title: Secretary and Treasurer GALT MEDICAL CORP. By: /s/ Lynn M. Rogers Name: Lynn M. Rogers Title: Secretary and Treasurer NEEDLETECH PRODUCTS, INC. By: /s/ Lynn M. Rogers Name: Lynn M. Rogers Title: Secretary and Treasurer

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EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

FOR THE PERIOD ENDING _______________

To:          WELLS FARGO BANK, NATIONAL ASSOCIATION

171 17th St., 5th Floor

MC 4507

Atlanta, GA  30363

Attn:  _______________

Pursuant to that certain Amended and Restated Credit Agreement, dated as of May 27, 2009 (as amended from time to time, the “Credit Agreement”, capitalized terms used herein as therein defined), among THERAGENICS CORPORATION, a Delaware corporation and the other “Borrowers” thereto (collectively, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”), the undersigned submits this Compliance Certificate and certifies that the covenants and financial tests described in the Credit Agreement are as follows:

I.            Financial Statements and Reports	Compliance
	(Please Indicate)
A.          Annual CPA audited, Fiscal Year-End financial
statements within 120 days after each Fiscal Year-End	Yes     No
B.          Quarterly unaudited financial statements within 45 days
after each Quarter-End	Yes     No
II.          Senior Liabilities to Tangible Net Worth
Maximum of 1.5 to 1.0 allowed.
As of the Quarter ending _______________
$_________           /$__________ =         __________	Yes     No
Senior Liabilities      TNW                             Ratio
III.         Fixed Charge Coverage Ratio

Fiscal Quarter Ending	Required Ratio
June 30, 2010	1.05 to 1.00
September 30, 2010	1.10 to 1.00
December 31, 2010	1.15 to 1.00
March 31, 2011 and each fiscal quarter thereafter	1.25 to 1.00

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As of the Quarter ending _______________

$____________	/$____________	= ____________	Yes	No
The sum of  (i) EBITDA for such period, plus (ii) rent and lease expense, solely to the extent deducted in the calculation of net earnings, plus (iii) recognized share-based compensation expense, solely to the extent deducted in the calculation of net earnings, plus (iv) one-time non-cash charges, solely to the extent deducted in the calculation of net earnings, including, without limitation, those related to Permitted Acquisitions, plus (v) non-cash expenses for fair value adjustments related to interest rate swaps, minus (vi) non-cash gains for fair value adjustments related to interest rate swaps, minus (vii) Capital Expenditures which are not expended as part of Permitted Acquisitions, plus (viii) Special NeedleTech Capital Expenditures, minus (ix) Restricted Payments, minus (x) all net earn-out payments made during such period in connection with Permitted Acquisitions (excluding, for the avoidance of doubt, all up-front payments made at the closing of such Permitted Acquisition, to the extent such payments constitute or could be characterized or considered as advance payment of earn-out amounts).  Notwithstanding anything to the contrary herein, to the extent (a) the Parent consummates the Specified Repurchase prior to October 31, 2012 and (b) the purchase price paid for the Parent's Equity Interests repurchased pursuant to the Specified Repurchase (including any premium paid for such Equity Interests over their then current market price, however accounted for under Generally Accepted Accounting Principles, but excluding any direct and incremental transaction costs and expenses) does not exceed $10,000,000 in the aggregate, then, with respect to the fiscal quarter in which the Specified Repurchase is consummated, the Bank agrees for purposes of calculating the Fixed Charge Coverage Ratio, to permit the Parent and its consolidated Subsidiaries to (1) exclude from Restricted Payments (x) up to $10,000,000 in the aggregate for the purchase price paid for the Parent's Equity Interests repurchased pursuant to the Specified Repurchase (including any premium paid for such Equity Interests over their then current market price, however accounted for under Generally Accepted Accounting Principles, but excluding any direct and incremental transaction costs and expenses otherwise added back to EBITDA pursuant to clause (2) hereinbelow), and (y) up to $400,000 in the aggregate of direct and incremental transaction costs and expenses to the extent not treated as operating costs and not otherwise included as an addback to EBITDA pursuant to clause (2) hereinbelow, and (2) add to EBITDA up to $400,000 in the aggregate of direct and incremental transaction costs and expenses (to the extent deducted from the calculation of Net Income) incurred in connection with the Specified Repurchase.	Fixed Charges	Ratio

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IV.            Liquid Assets
Minimum of $10,000,000 required
Actual Liquid Assets for this
reporting period equals $_____________	Yes     No
V.             Acquisitions
Maximum $7,500,000 during life of Loans
Actual cumulative amount of Acquisitions
equals $_____________	Yes     No
VI.            Purchase Money Debt
Maximum $1,000,000 per fiscal year
Actual cumulative purchase money debt for
subject fiscal year equals $_____________	Yes     No

A.           The undersigned has individually reviewed the provisions of the Credit Agreement and a review of the activities of Borrower during the period covered by this Compliance Certificate has been made in reasonable detail by or under the supervision of the undersigned with a view to determining whether Borrower has kept, observed, performed and fulfilled all of its obligations under the Credit Agreement.

B.           Such review did not disclose, and I have no knowledge of, the existence of any Default or Event of Default which has occurred and is continuing [except as disclosed on the attachment hereto].

Executed this ______ day of __________________, 20___.

THERAGENICS CORPORATION

By:  

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SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT (this "Amendment") is dated as of February 17, 2012, among (i) THERAGENICS CORPORATION, C.P. MEDICAL CORPORATION, GALT MEDICAL CORP. and NEEDLETECH PRODUCTS, INC. (each a "Borrower" and collectively the "Borrowers"), and (ii) WELLS FARGO BANK, NATIONAL ASSOCIATION, successor in interest by merger to Wachovia Bank, National Association (the "Bank");

W I T N E S S E T H :

WHEREAS, the Borrowers and Bank are parties to that certain Amended and Restated Credit Agreement, dated as of May 27, 2009 (as amended, the "Loan Agreement");

WHEREAS, each Borrower has requested that Bank amend certain provisions of the Loan Agreement and Bank has so agreed, subject to the terms and conditions hereof;

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the parties hereto agree as follows:

1.           Definitions; Amendment a Loan Document.  Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Loan Agreement shall have the meaning assigned to such term in the Loan Agreement.  Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Loan Agreement shall from and after the date hereof refer to the Loan Agreement as amended hereby. This Amendment is a Loan Document.

2.           Amendments.

(a)         Effective upon satisfaction of the terms and conditions to effectiveness set forth in Section 9 hereof, the definition of “Fixed Charge Coverage Ratio” set forth in Section 1.1 of the Loan Agreement is amended and restated in its entirety as follows:

   “Fixed Charge Coverage Ratio” means for the Parent and its consolidated Subsidiaries for each fiscal quarter and the immediately preceding three (3) fiscal quarters, without duplication, the sum of  (i) EBITDA for such period, plus (ii) rent and lease expense, solely to the extent deducted in the calculation of net earnings, plus (iii) recognized share-based compensation expense, solely to the extent deducted in the calculation of net earnings, plus (iv) one-time non-cash charges, solely to the extent deducted in the calculation of net earnings, including, without limitation, those related to Permitted Acquisitions, plus (v) non-cash expenses for fair value adjustments related to interest rate swaps, minus (vi) non-cash gains for fair value adjustments related to interest rate swaps, minus (vii) Capital Expenditures which are not expended as part of Permitted Acquisitions, plus (viii) Special NeedleTech Capital Expenditures, minus (ix) Restricted Payments, minus (x) all net earn-out payments made during such period in connection with Permitted Acquisitions (excluding, for the avoidance of doubt, all up-front payments made at the closing of such Permitted Acquisition, to the extent such payments constitute or could be characterized or considered as advance payment of earn-out amounts), divided by Consolidated Fixed Charges.   For non-cash items listed above in this definition, such items shall be based on the actual amounts reflected as an adjustment to reconcile net earnings to net cash provided by operating activities on the consolidated statements of cash flows for the applicable period.  For all other items listed above in this definition, such items shall be based on the actual amounts reflected in the relevant consolidated financial statements delivered for such period under the terms of this Agreement.

(b)         Exhibit A, Form of Compliance Certificate, attached to the Loan Agreement is hereby deleted and the revised Form of Compliance Certificate that is attached to this Amendment as Exhibit A and incorporated herein by this reference, is hereby substituted as a new Exhibit A to the Agreement.

(c)         Upon consummation by Parent of the “COI Acquisition” (as defined in the consent letter dated the date of this Amendment, executed by Bank in favor of Parent; the “COI Consent Letter”), Schedule 6.16to the Loan Agreement shall be deemed to have been supplemented to add the registered patents, trademarks, trade names and service marks set forth on Exhibit B attached to this Amendment and incorporated herein by this reference.

(d)         Upon consummation by Parent of the COI Acquisition, Schedule 6.24to the Loan Agreement shall be deemed to have been supplemented to add the additional Material Contracts set forth on Exhibit C attached hereto and incorporated herein by this reference.

3.           Restatement of Representations and Warranties.  Each Borrower hereby represents and warrants that, as of the date of this Amendment, and after giving effect to the terms of this Amendment, there exists no Default or Event of Default. Each Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Loan Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent (i) expressly amended in Section 2 above and (ii) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and complete on and as of such earlier date).

4.           Effect of Amendment; No Novation or Mutual Departure.  Each Borrower expressly acknowledges and agrees that there has not been, and this Amendment does not constitute or establish, a novation with respect to the Loan Agreement or any of the Loan Documents or any debt or other obligations owed by any Borrower to Bank. The amendments set forth in Section 2 above shall be deemed to have prospective application only, unless otherwise specifically stated herein. Notwithstanding the foregoing, the agreements of Bank contained in this Amendment shall not (i) apply to any other past, present or future noncompliance with any provision of the Loan Agreement or any of the other Loan Documents, (ii) impair or otherwise adversely affect Bank's right at any time to exercise any right or remedy in connection with the Loan Agreement or any of the other Loan Documents, or (iii) except as expressly set forth in Section 2 above, (1) amend, modify or otherwise alter any provision of the Loan Agreement or any of the other Loan Documents, or (2) constitute a mutual departure from the terms, covenants, conditions and agreements contained in the Loan Agreement or any of the other Loan Documents other than as expressly agreed to in Section 2 above. Nothing in this Amendment shall affect or limit Bank's right to require payment of debt and other obligations owing from any Borrower to Bank under, or to require strict performance of the terms, covenants, conditions and agreements contained in the Loan Agreement and the other Loan Documents, to exercise any and all rights, powers and remedies under the Loan Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default.

5.           Borrowers' Ratification, Reaffirmation and Release.  Each Borrower hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Loan Agreement, as amended herein, and the other Loan Documents effective as of the date hereof. Each Borrower acknowledges, agrees, represents and warrants that the Loan Agreement and the other Loan Documents, as amended and affected by this Amendment, constitute legal, valid, binding and enforceable obligations of each Borrower as of this date, free from any defense, counterclaim, offset or recoupment. Each Borrower hereby waives, releases and discharges Bank from any and all claims, demands, actions or causes of action arising out of or in any way relating to the Loans and the other Obligations, the Loan Agreement and the other Loan Documents and any documents, agreements, dealings, or other matters connected with the Loans, any letter of credit or other Obligations,  including, without limitation, all known and unknown matters, claims, transactions, or things occurring prior to the date of this Amendment related to the Loans, any letter of credit or other Obligations.

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6.           Counterparts; Section References; Acceptance of Agreement.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby. To the fullest extent permitted under applicable law, each Borrower hereby waives notice of Bank's acceptance of this Amendment.

7.           Further Assurances; Reimbursement of Bank Expenses.  Each Borrower agrees to take such further actions as Bank shall reasonably request in connection with this Amendment to evidence the agreements contained in this Amendment. The Borrowers agree to pay directly or reimburse Bank for all of Bank's fees and expenses outstanding relating to the Loan Agreement, including, but not limited to, any and all filing fees, recording fees, and expenses and Attorneys’ Fees of Bank's legal counsel, incurred in connection with the preparation, amendment or modification of this Amendment (and any prior amendments), the Loan Agreement, and any and all documents executed and delivered in connection herewith or therewith.

8.           Governing Law; Severability; Successors and Assigns.  This Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of Georgia. If any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Amendment. This Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided however, that no Borrower may assign or transfer its interest hereunder without Bank's prior written consent.

9.           Conditions Precedent, Etc.  This Amendment shall become effective only upon execution and delivery of this Amendment by the parties hereto; provided, however, the parties acknowledge that COI Purchase Agreement (as defined in the letter agreement executed by the Bank as of February 17, 2012) closed as of the date hereof, subject to payment of the Closing Cash Payment (as defined in the COI Purchase Agreement) on Tuesday, February 21, 2012, which is the first opportunity to wire the payment; provided, further, if for any reason the Closing Cash Payment (as defined in the COI Purchase Agreement) is not made on Tuesday, February 21, 2012, the Bank has the right to declare this Amendment and all related documents rescinded, in which case the parties hereto shall be returned to their status quo prior to execution of this Amendment, as if the same had never been executed.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto as of the day and year first above written.

LENDER: WELLS FARGO BANK, NATIONAL ASSOCIATION		BORROWERS: THERAGENICS CORPORATION
By:	/s/ Zachariah Cohen	By:	/s/ Francis J. Tarallo
Name:	Zachariah Cohen	Name:	Francis J. Tarallo
Title:	Senior Vice President	Title:	CFO
		C.P. MEDICAL CORPORATION
		By:	/s/ Lynn Rogers
		Name:	Lynn Rogers
		Title:	Secretary & Treasurer
		GALT MEDICAL CORP.
		By:	/s/ Lynn Rogers
		Name:	Lynn Rogers
		Title:	Secretary & Treasurer
		NEEDLETECH PRODUCTS, INC.
		By:	/s/ Lynn Rogers
		Name:	Lynn Rogers
		Title:	Secretary & Treasurer

4

EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

FOR THE PERIOD ENDING _______________

To:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	171 17th St., 5th Floor
	MC 4507
	Atlanta, GA  30363
	Attn:

Pursuant to that certain Amended and Restated Credit Agreement, dated as of May 27, 2009 (as amended from time to time, the “Credit Agreement”, capitalized terms used herein as therein defined), among THERAGENICS CORPORATION, a Delaware corporation and the other “Borrowers” thereto (collectively, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”), the undersigned submits this Compliance Certificate and certifies that the covenants and financial tests described in the Credit Agreement are as follows:

I.	Financial Statements and Reports			Compliance
				(Please Indicate)
A.	Annual CPA audited, Fiscal Year-End financial
	statements within 120 days after each Fiscal Year-End			YesNo
B.	Quarterly unaudited financial statements within 45 days
	after each Quarter-End			YesNo
II.	Senior Liabilities to Tangible Net Worth
	Maximum of 1.5 to 1.0 allowed.
	As of the Quarter ending
	$_________	/$__________ = ________		YesNo
	Senior Liabilities	TNW	Ratio
III.	Fixed Charge Coverage Ratio

Fiscal Quarter Ending	Required Ratio
June 30, 2010	1.05 to 1.00
September 30, 2010	1.10 to 1.00
December 31, 2010	1.15 to 1.00
March 31, 2011 and each fiscal quarter thereafter	1.25 to 1.00

5

As of the Quarter ending 

$____________	/$____________	= ____________	Yes	No
The sum of  (i) EBITDA for such period, plus (ii) rent and lease expense, solely to the extent deducted in the calculation of net earnings, plus (iii) recognized share-based compensation expense, solely to the extent deducted in the calculation of net earnings, plus (iv) one-time non-cash charges, solely to the extent deducted in the calculation of net earnings, including, without limitation, those related to Permitted Acquisitions, plus (v) non-cash expenses for fair value adjustments related to interest rate swaps, minus (vi) non-cash gains for fair value adjustments related to interest rate swaps, minus (vii) Capital Expenditures which are not expended as part of Permitted Acquisitions, plus (viii) Special NeedleTech Capital Expenditures, minus (ix) Restricted Payments, minus (x) all net earn-out payments made during such period in connection with Permitted Acquisitions (excluding, for the avoidance of doubt, all up-front payments made at the closing of such Permitted Acquisition, to the extent such payments constitute or could be characterized or considered as advance payment of earn-out amounts).	Fixed Charges	Ratio

6

IV.	Liquid Assets
	Minimum of $10,000,000 required
	Actual Liquid Assets for this
	reporting period equals $	Yes     No
V.	Acquisitions
	Maximum $7,500,000 during life of Loans
	Actual cumulative amount of Acquisitions
	equals $	Yes     No
VI.	Purchase Money Debt
	Maximum $1,000,000 per fiscal year
	Actual cumulative purchase money debt for
	subject fiscal year equals $	Yes     No

 A.           The undersigned has individually reviewed the provisions of the Credit Agreement and a review of the activities of Borrower during the period covered by this Compliance Certificate has been made in reasonable detail by or under the supervision of the undersigned with a view to determining whether Borrower has kept, observed, performed and fulfilled all of its obligations under the Credit Agreement.

 B.           Such review did not disclose, and I have no knowledge of, the existence of any Default or Event of Default which has occurred and is continuing [except as disclosed on the attachment hereto].

 Executed this   day of   , 20  .

THERAGENICS CORPORATION

By:

7

Exhibit B to Second Amendment    Supplement to Schedule 6.16 to Amended and Restated Credit Agreement

Registered Intellectual Property acquired at Closing of Acquisition

Patents

Patent Family	Patent Title	Product Name	Regulatory Authority	Application #	Patent #
1100 - Automated Radioisotope Seed Cartridge	Automated Radioisotope  Seed Cartridge	Isoloader	Canada - PTO		2,410,474
1100 - Automated Radioisotope Seed Cartridge	Automated Radioisotope  Seed Cartridge	Isoloader	United States - Patent &  Trademark Office		6,616,593
1100 - Automated Radioisotope Seed Cartridge	Loading Clip For  Radioisotope Seeds	Isoloader	United States - Patent &  Trademark Office	09/658,636	6,599,231
1110 - Automated Radioisotope Seed Loader System for Implant Needles	Automated Radioisotope  Seed Loader System for  Implant Needles	Isoloader	United States - Patent &  Trademark Office	09/587,624	6,537,192
1110 - Automated Radioisotope Seed Loader System for Implant Needles	Automated Radioisotope  Seed Loader System for  Implant Needles	Isoloader	United States - Patent &  Trademark Office	10/355,603	7,229,400
1110 - Automated Radioisotope Seed Loader System for Implant Needles	Radioisotope Seed Loader  System for Implant Needles	Isoloader	Canada - PTO	2,409,977	2,409,977
1120 - Automated Implantation System for Radioisotope Seeds	Automated Implantation  System for Radioisotope  Seeds	Isoloader	United States - Patent &  Trademark Office		6,869,390
1120 - Automated Implantation System for Radioisotope Seeds	Automated Implantation  System for Radioisotope  Seeds	Isoloader	United States - Patent &  Trademark Office	11/086,779	7,959,548
1140 - Selectively Loadable/Sealable Bioresorbable Carrier Assembly for Radioisotope Seeds	Selectively  Loadable/Sealable  Bioresorbable Carrier  Assembly for Radioisotope  Seeds	Isostrand	United States - Patent &  Trademark Office	10/853,575	7,351,192
1190 - Seed Magazine	Seed Magazine	C-20	United States - Patent &  Trademark Office		6,953,426
1190 - Seed Magazine	Seed Magazine	C-20	United States - Patent &  Trademark Office		7,513,862

Page 1 of 2

Exhibit B to Second Amendment    Supplement to Schedule 6.16 to Amended and Restated Credit Agreement

Registered Intellectual Property acquired at Closing of Acquisition

Continued on page 2

Trademarks

Trademark	Regulatory Authority	Application #	Registration #
CORE C20 & DESIGN	United States - Patent & Trademark Office	77/895672	3824838
ISOCARTRIDGE	United States - Patent & Trademark Office	78/025050	2696624
ISOCHECK	United States - Patent & Trademark Office	76/470467	2843718
ISOLOADER	Canada - PTO	1094768	TMA621222
ISOLOADER	Mexico - IP	473787	702903
ISOLOADER	United States - Patent & Trademark Office	78/025042	2642888
ISOLOADER & DESIGN	United States - Patent & Trademark Office	78/156979	2849393
ISOSTRAND	United States - Patent & Trademark Office	78/212626	2988014

Page 2 of 2

EXHIBIT C

Supplement to Schedule 6.24 to

Amended and Restated Credit Agreement

Asset Purchase Agreement dated as of the date hereof, by and between Core Oncology, Inc., as seller, and Theragenics Corporation, as purchaser.

EX-99.1

Exhibit 99.1

MEMORANDUM

To:	Executive Officers and Directors of Theragenics Corporation
From:	M. Christine Jacobs
Date:	June 12, 2012
Re:	Notice of Blackout Period

Reason for the Blackout Period and this Notice

In connection with our tender offer to repurchase up to $10 million of our common stock, the Theragenics Corporation Employee Savings Plan (the “401(k) Plan”) will be required to impose a blackout period (the “Blackout Period”) with respect to the 401(k) accounts of participants who direct that Theragenics stock attributable to their 401(k) Plan account (“401(k) Plan Shares”) be entered into the tender offer. The 401(k) Plan trustee has informed the Company that such Blackout Period is required in connection with processing 401(k) Plan participant elections related to the tender offer. During the Blackout Period, 401(k) Plan participants who direct that their 401(k) Plan Shares be tendered will not be able to request loans, receive withdrawals or distributions or make investment changes with respect to the portion of their accounts invested in the Theragenics stock fund. Participants will still be able to make payroll and rollover contributions and loan repayments during the Blackout Period.

The Blackout Period is expected to begin on July 6, 2012 at 4:00 p.m. Eastern Time and end during the week of July 16, 2012. You will be informed if the timing of the Blackout Period changes.

As an executive officer or director of Theragenics, you are subject to the restrictions imposed by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR, which prohibit certain transactions involving Company securities during the Blackout Period if 50% or more of the 401(k) Plan participants elect to tender 401(k) Plan Shares. Although we are unable to gauge at this time whether 50% or more of 401(k) Plan participants will actually participate in the tender offer (and thus actually trigger the imposition of this mandatory trading restriction period), we are required to plan for the institution of trading restrictions as set forth in this notice.

Trading Restrictions

During the Blackout Period you will be restricted, except in limited circumstances, from, directly or indirectly, purchasing, acquiring, exercising, selling or otherwise transferring during the Blackout Period those shares, or options to acquire shares, of Company common stock you acquired in connection with your service or employment as a director or executive officer of the Company. Whether or not you participate in the 401(k) Plan, any Company common stock you purchase or dispose of during the Blackout Period is presumed to have been acquired in connection with your service or employment with the Company. If you are scheduled or plan to purchase, acquire, exercise, sell or otherwise transfer shares, or options to acquire shares, of Company common stock during the Blackout Period, whether pursuant to a 10b5-1(c) sales plan or otherwise, you must notify Frank Tarallo at the number below to determine whether you are permitted to complete the transaction. Please note that these trading prohibitions also apply to Company securities held by immediate family members sharing your household, held in trust and held by certain partnerships and corporations. In addition, all transactions still remain subject to the provisions of the Company’s insider trading policy.

If fewer than 50% of the 401(k) Plan participants actually elect to participate in the tender offer, we will notify you promptly and, in such a case, no trading restrictions will be instituted. Of course, whether or not trading restrictions are instituted relating to the 401(k) Plan, you remain subject to the Company’s insider trading policy and may only trade Theragenics stock when the trading window thereunder is open.

If you have any questions regarding this notice, including whether the Blackout Period has ended, please contact Frank Tarallo by phone at (770) 271-0233 or by mail at Theragenics Corporation, 5203 Bristol Industrial Way, Buford, Georgia 30518.

2

EX-99.2

Exhibit 99.2

THERAGENICSCORPORATION®
Company Contacts: Frank Tarallo, CFO & Treasurer  or  Lisa Rassel, Manager of Investor Relations
Phone:800-998-8479  -  770-271-0233	Website:             www.theragenics.com

Theragenics® Announces Plans to Repurchase up to $10 Million of its Shares

in a Modified Dutch Auction Tender Offer

BUFORD, Ga. — (BUSINESS WIRE) — June 12, 2012 — Theragenics Corporation® (NYSE: TGX), a medical device company serving the surgical products and prostate cancer treatment markets, today announced it is commencing a modified “Dutch Auction” tender offer to purchase up to $10 million of its common stock. Under the terms of the tender offer, Theragenics stockholders will have the opportunity to tender some or all of their shares at a price within a range of $2.00to $2.40 per share. Based on the number of shares tendered and the prices specified by the tendering stockholders, Theragenics will determine the lowest per share price within the range that will enable it to buy $10 million of its shares, or such lesser number of shares that are properly tendered. All shares accepted for payment will be purchased at the same price, regardless of whether a stockholder tendered such shares at a lower price within the range. At the minimum price of $2.00 per share, Theragenics would repurchase a maximum of 5,000,000 shares, which represents approximately 14% of Theragenics’ currently outstanding common stock.  Theragenics will fund this repurchase from available cash on hand. The low and high ends of the price range for the tender offer represent premiums of approximately 14% and 36%, respectively, to the closing price per share of $1.76 for Theragenics’ common stock on June 11, 2012, the last trading day prior to the announcement of the tender offer.

”The strength of our balance sheet allows us to fund this $10 million repurchase offer from available cash on hand,” stated M. Christine Jacobs, Chairman and CEO of Theragenics.  “We expect our remaining cash and investment balances plus the ongoing cash flows from our business to allow us to continue to pursue other facets of our strategic plan.”

The tender offer will be subject to various terms and conditions as will be described in offer materials that will be publicly filed and distributed to stockholders on or about June 12, 2012. Additional copies of the offer materials will also be available from the information agent, Georgeson Inc. The dealer manager for the tender offer will be Georgeson Securities Corporation, and the depositary for the tender offer will be Computershare Trust Company, N.A.

Theragenics to Repurchase up to $10 Million of its Shares

Page 2

None of Theragenics’ management, its board of directors and executive officers, the information agent or the depositary is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the proposed tender offer. Theragenics’ directors and executive officers have advised the Company that they do not intend to tender shares in the offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will tender their shares. Stockholders should consult their financial and tax advisors in making this decision.

This press release is for information purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of Theragenics’ common stock. The solicitation of offers to purchase shares of Theragenics common stock will be made only pursuant to the tender offer documents, including an Offer to Purchase and related Letter of Transmittal, that Theragenics intends to distribute to stockholders and file with the Securities and Exchange Commission on or about June 12, 2012.

THERAGENICS STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE TENDER OFFER.

Holders of Theragenics common stock will be able to obtain these documents as they become available free of charge at the Securities and Exchange Commission’s website at www.sec.gov, or at the Securities and Exchange Commission’s public reference room located at 100 F Street, N.E., Washington, DC 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information about the public reference room. In addition, holders of Theragenics common stock will also be able to request copies of the Tender Offer Statement, the Offer to Purchase, related Letter of Transmittal and other filed tender offer documents free of charge by contacting Georgeson Inc., the information agent for the tender offer, by telephone at (877) 278-4751 (toll-free), or in writing at the following address: c/o Georgeson Inc., 199 Water  Street, 26th Floor, New York, NY 10038.

Theragenics to Repurchase up to $10 Million of its Shares

Page 3

* * *

Statements included in this press release which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2011 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward-looking statements.