CIBC World Markets Corp. ▼

Filed by Cell Therapeutics, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

And deemed filed pursuant Rule 14a-12

Of the Securities Exchange Act of 1934

Subject Company: Cell Therapeutics, Inc.

Commission File No.: 001-12465

Cell Therapeutics, Inc. (CTI) Adds Pixantrone to its Oncology

Drug Pipeline and Extends Global Cancer Business through

Merger with Novuspharma S.p.A.

Product/pipeline and operating synergies, cost savings, and strong cash position

highlight merger

June 17, 2003 Seattle, Washington and Milan, Italy?Cell Therapeutics,  . . .

Cell Therapeutics, Inc. (CTI) Adds Pixantrone to its Oncology

Drug Pipeline and Extends Global Cancer Business through

Merger with Novuspharma S.p.A.

Product/pipeline and operating synergies, cost savings, and strong cash position

highlight merger

June 17, 2003 Seattle, Washington and Milan, Italy?Cell Therapeutics, Inc. (CTI) (NASDAQ: CTIC) and Novuspharma, S.p.A (Novuspharma) (Nuovo Mercato: NOV.MI and NOV IM) today announced they have signed a definitive merger agreement providing for the merger of Novuspharma into CTI. This merger will mark the  . . .

THIRD AMENDED AND RESTATED 364-DAY LOAN AGREEMENT

Dated as of April 4, 2003

        This Third Amended and Restated 364-Day Loan Agreement ("Agreement") is entered into by and among MGM MIRAGE, a Delaware corporation ("Borrower"), MGM Grand Atlantic City, Inc., a New Jersey corporation ("Atlantic City") and MGM Grand Detroit, LLC, a Delaware limited liability company ("Detroit"), as initial Co-Borrowers, each Guarantor which may hereafter be designated as an additional Co-Borrower pursuant to Section 2.7, each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, the "Banks" and individually, a "Bank"), Deutsche Bank Trust Company Americas, as Syndication Agent, Citicorp USA, Inc., Socit Gnrale, and Wells Fargo Bank, N.A., as Documentation Agents, Barclays Bank PLC, JPMorgan Chase Bank, and Wachovia Bank National Association as Co-Documentation Agents, CIBC, Inc., Comerica Bank, BNP Paribas and KeyBank National Association, as Co-Agents, and Bank of America, N.A., as Administrative Agent with reference to the following facts:

        A.    Borrower, Atlantic City and Detroit have heretofore entered into a Second Amended and Restated 364-Day Loan Agreement dated as of April 5, 2002 (as heretofore amended, the "Existing Loan Agreement"), which provided for a $600,000,000 credit facility which matures as of the date hereof.




        B.    Borrower, Atlantic City and Detroit wish to extend the term of the Existing Loan Agreement for an additional 364 day period providing for credit facilities initially in the principal amount of $525,000,000 (but subject to increase to an amount not in excess of $1,000,000,000 as set forth in Section 2.14), and to amend and restate the Existing Loan Agreement in its entirety as set forth herein.




        C.    Certain of the Banks party to the Existing Loan Agreement have elected not to renew their lending commitment to Borrower, Atlantic City and Detroit thereunder, and certain new Banks shall become party hereto concurrently herewith. Those Banks executing this Agreement are the Banks party hereto as of the date hereof.

        In consideration of the mutual covenants and agreements herein contained, Borrower, Atlantic City, Detroit, each Co-Borrower which hereafter becomes a Party hereto pursuant to Section 2.7, and each of the Creditors, covenant and agree as follows:

Article 1.
DEFINITIONS AND ACCOUNTING TERMS

        1.1    Defined Terms.    As used in this Agreement, the following terms shall have the meanings set forth below:

        "Acquisition" means any transaction, or any series of related transactions, by which Borrower or its Restricted Subsidiaries directly or indirectly (i) acquire any going business or all or substantially all of the assets of any Person, or any division thereof, whether through purchase of assets, merger or otherwise, or (ii) acquire (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors, or (iii) acquire control of a majority ownership interest in any partnership, joint venture, limited liability company or any other Person.




        "Administrative Agent" means Bank of America, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

1

        "Administrative Agent's Office" means the Administrative Agent's address as set forth on the signature pages of this Agreement, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Banks.




        "Advance" means any advance made or to be made by any Bank to Borrower or any Co-Borrower as provided in Article 2.




        "Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has more than 100 record holders of such securities, or 10% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests, will be presumed (subject to rebuttal by a preponderance of the evidence) to control such corporation, partnership or other Person.




        "Agreement" means this Third Amended and Restated 364-Day Loan Agreement, either as originally executed, or as it may from time to time be supplemented, modified, amended, restated or extended.




        "Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit A.




        "Assumption Agreement" means each Assumption Agreement hereafter executed by a Co-Borrower pursuant to Section 2.7, substantially in the form of Exhibit B either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.




        "Atlantic City" means MGM Grand Atlantic City, Inc., a New Jersey corporation, its successors and permitted assigns.




        "Australia Companies" means, collectively, (a) MGM Grand Diamond, Inc., a Nevada corporation, (b) its wholly owned Subsidiary, MGM Grand Australia Pty., Ltd., a corporation organized under the laws of the Northern Territory of Australia, and (c) each Subsidiary of MGM Grand Australia Pty., Ltd., their successors and permitted assigns.




        "Average Quarterly Funded Debt" means, as of the last day of each Fiscal Quarter, the average of the principal amount of Funded Debt outstanding on the last day of each of the three calendar months comprising such Fiscal Quarter.




        "Bank" means each lender whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (and to the extent a party to a Related Swap Agreement, any Affiliate of a Bank).




        "Bank of America" means Bank of America, N.A., its successors and assigns.




        "Banking Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be closed in California, Nevada or New York.




        "Base Rate" means, as of any date of determination, the rate per annum (rounded upwards to the next 1/100 of 1%) equal to the higher of (a) the Prime Rate in effect on such date and (b) the Federal Funds Rate in effect on such date plus ¹/2 of 1% (50 basis points).

$1,200,000,000

SECOND AMENDED AND RESTATED 364-DAY
REVOLVING CREDIT FACILITY AGREEMENT

Dated as of March 25, 2003

among

WEYERHAEUSER COMPANY, and

WEYERHAEUSER REAL ESTATE COMPANY, as Borrowers

THE LENDERS NAMED HEREIN,

JPMORGAN CHASE BANK, as Administrative Agent,

MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent,

and

THE BANK OF TOKYO-MITSUBISHI, LTD., and

DEUTSCHE BANK SECURITIES INC.,

as Co-Documentation Agents

J.P. MORGAN SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC.,

as Lead Arrangers and Joint Book Runners

          SECOND AMENDED AND RESTATED 364-DAY REVOLVING CREDIT FACILITY AGREEMENT dated as of March 25, 2003 among WEYERHAEUSER COMPANY, a Washington corporation (Weyerhaeuser), WEYERHAEUSER REAL ESTATE COMPANY, a Washington corporation (WRECO, together with Weyerhaeuser, the Borrowers and each, individually, a Borrower), the lenders listed in Schedule 2.01 (together with each assignee that becomes a party hereto pursuant to Section 9.04, a Lender, and collectively, the Lenders), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, and its successors in such capacity, the Administrative Agent), MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, the Syndication Agent), and THE BANK OF TOKYO-MITSUBISHI, LTD. and DEUTSCHE BANK SECURITIES INC., as co-documentation agents (each, individually, a Co-Documentation Agent, and collectively, the Co-Documentation Agents).

W I T N E S S E T H:

          WHEREAS, the Borrowers have entered into that certain Amended and Restated 364-Day Revolving Credit Facility Agreement, dated as of March 26, 2002 (the Existing 364-Day Revolving Credit Agreement) with JPMorgan Chase Bank, as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, The Bank of Tokyo-Mitsubishi, Ltd. and Deutsche Bank Securities Inc. as co-documentation agents, and the lenders party thereto from time to time.

          WHEREAS, the Borrowers have requested that the Lenders amend and restate the Existing 364-Day Revolving Credit Agreement (a) to refinance the Existing 364-Day Revolving Credit Agreement, (b) to pay costs and expenses related to such re-financing and (c) to provide the Borrowers and their Subsidiaries with financing for general corporate purposes.

          WHEREAS, the Lenders have indicated their willingness to amend and restate the Existing 364-Day Revolving Credit Agreement on the terms and conditions of this Agreement.

          WHEREAS, Weyerhaeuser Real Estate Company, a Washington corporation and a wholly owned subsidiary of Weyerhaeuser, will derive a substantial benefit from the credit extended to Weyerhaeuser.

          NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree to amend and restate the Existing 364-Day Revolving Credit Agreement as follows:

ARTICLE I

DEFINITIONS

          Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

          Adjusted Net Worth shall mean, as of the date of any computation thereof, the aggregate amount of capital stock (less treasury stock), surplus and retained earnings of WRECO

and its Restricted Subsidiaries, after deducting (i) goodwill, patents, trade names, trademarks, unamortized debt discount and expense, deferred assets (other than prepaid taxes and insurance), experimental or organizational expense, any reappraisal, revaluation or write-up assets, and such other assets as are properly classified as intangible assets of WRECO and its Restricted Subsidiaries in accordance with GAAP, (ii) all minority interests in the capital stock and surplus of the Restricted Subsidiaries of WRECO, (iii) all Investments in Unrestricted Subsidiaries of WRECO, and (iv) all Investments of WRECO and its Restricted Subsidiaries in any joint venture, partnership or similar entity (not including any Investments in any Restricted Subsidiary of WRECO) entered into for the purpose of acquiring, developing, constructing, owning, operating, selling or leasing any Real Estate Assets.

          Administrative Agent Fees shall have the meaning given such term in Section 2.04(b).

          Administrative Questionnaire shall mean an Administrative Questionnaire in the form of Exhibit B hereto.

          Affiliate shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

          Aggregate Credit Exposure shall mean the aggregate amounts of the Lenders Credit Exposures.

          Agreement shall mean this Second Amended and Restated 364-Day Revolving Credit Facility Agreement, together with all amendments, supplements and modifications hereof.

          Applicable Margin shall have the meaning given such term in Section 2.06(d).

          Applicable Percentage of any Lender at any time shall mean the percentage of the Total Commitment represented by such Lenders Commitment. In the event the Commitments shall have expired or been terminated, the Applicable Percentage shall be determined on the basis of the Commitments most recently in effect, but giving effect to assignments pursuant to Section 9.04.

          Assignment and Acceptance shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, which acceptance shall be governed by the terms of Section 9.04, substantially in the form of Exhibit C.

          Base Rate shall mean, for any day, a rate per annum equal to the higher of (i) the Prime Rate and (ii) 1/2 of 1% plus the Federal Funds Rate, each as in effect from time to time. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Base Rate shall be determined without regard to clause (ii) of the first sentence of this definition, until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal

2

Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

          Base Rate Borrowing shall mean a Borrowing comprised of Base Rate Loans.

          Base Rate Loan shall mean any Loan bearing interest at a rate determined by reference to the Base Rate in accordance with the provisions of Article II.

          Board shall mean the Board of Governors of the Federal Reserve System of the United States.

          Borrower and Borrowers shall have the respective meanings given such terms in the introductory paragraph hereto.

          Borrowing shall mean a group of Loans of a single Type made by the Lenders on a single date and as to which a single Interest Period is in effect.

          Business Day shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided, however, that, when used in connection with a Eurodollar Loan, the term Business Day shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

          Capital Base shall mean, as of the date of any computation thereof, the sum of (i) Adjusted Net Worth plus (ii) the amount of WRECO/Weyerhaeuser Subordinated Debt then outstanding not to exceed Adjusted Net Worth.

          Capital Lease Obligations of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

          A Change in Control shall be deemed to have occurred with respect to (a) Weyerhaeuser if, (i) any person or group (within the meaning of Rule 13d-5 of the SEC as in effect on the date hereof) shall own directly or indirectly, beneficially or of record, shares representing more than 20% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Weyerhaeuser; (ii) a majority of the seats (other than vacant seats) on the board of directors of Weyerhaeuser shall at any time have been occupied by persons who were neither (A) nominated by the management of Weyerhaeuser in accordance with its charter and by-laws, nor (B) appointed by directors so nominated; or (iii) any person or group shall otherwise directly or indirectly Control Weyerhaeuser, and (b) WRECO if Weyerhaeuser shall fail to own directly or indirectly, beneficially or of record, shares representing at least 79% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of WRECO.

3

          Closing Date shall mean the first date on which the conditions precedent set forth in Section 4.02 shall have been satisfied.

          Code shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

          Commitment shall mean, with respect to each Lender, the commitment of such Lender hereunder as set forth in Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable, as such Lenders Commitment may be permanently reduced, increased or terminated from time to time pursuant to Section 2.09, Section 2.18, Article VII or Section 9.04. Each Lenders unused Commitment shall automatically and permanently terminate on the Revolver Termination Date, and, if the Term Loan Conversion is elected, each Lenders remaining Commitment shall automatically and permanently terminate on the Termination Date.

          Control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities or by contract, and Controlling and Controlled shall have meanings correlative thereto.

          Credit Exposure shall mean, with respect to each Lender, at any time, the aggregate principal amount at such time of all outstanding Loans of such Lender to the Borrowers.

          Default shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

          Dollars, dollars or $ shall mean lawful money of the United States of America.

          Domestic Subsidiary shall mean any subsidiary organized under the laws of any State of the United States of America, substantially all the assets of which are located, and substantially all the business of which is conducted, in the United States of America.

          Environmental Claims shall mean any and all administrative, regulatory, or judicial actions, suits, demand letters, claims, liens, notices of noncompliance or violation, investigations, or proceedings relating in any way to any Environmental Law (hereinafter referred to as claims) or any permit issued under any such Environmental Law, including without limitation (a) any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial, or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety, or the environment.

          Environmental Laws shall mean any and all Federal, state, local and foreign statutes, laws, regulations, ordinances, codes, rules (including rules of common law), judgments,

4

orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions now or hereafter in effect relating to the environment, health, safety, Hazardous Materials (including, without limitation, the manufacture, processing, distribution, use, treatment, storage, Release, and transportation thereof) or to industrial hygiene or the environmental conditions on, under or about real property, including, without limitation, soil, groundwater, and indoor and outdoor ambient air conditions.

          ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

          ERISA Affiliate shall mean any trade or business (whether or not incorporated) that, together with Weyerhaeuser or WRECO, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

          Eurodollar Borrowing shall mean a Borrowing comprised of Eurodollar Loans.

          Eurodollar Loan shall mean any Loan bearing interest at a rate determined by reference to the Eurodollar Rate in accordance with the provisions of Article II.

          Eurodollar Rate shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the Eurodollar Rate with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

          Event of Default shall have the meaning given such term in Article VII.

          Excluded Sales shall mean (a) the sale by Weyerhaeuser or any of its Subsidiaries in the ordinary course of its business of inventory and timberlands, (b) sales of accounts, receivables or other payment intangibles as part of a securitization transaction and (c) sales to Weyerhaeuser or any of its subsidiaries.

          Existing 364-Day Revolving Credit Agreement shall have the meaning given such term in the preliminary statements hereto.


350995

364-DAY REVOLVING CREDIT AGREEMENT

Dated as of October 4, 2002

among

NUCOR CORPORATION

as Borrower

THE LENDERS NAMED HEREIN

AND

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

BANK ONE, NA and CIBC WORLD MARKETS,

as Co-Documentation Agents

Arranged By:

WACHOVIA SECURITIES, INC.,

and

BANC OF AMERICA SECURITIES LLC,

as Co-Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

  . . .

Nucor Corporation

2004 Form 10-K

Published CUSIP Nos. 67034VAA8

67034VAB6

364-DAY REVOLVING CREDIT AGREEMENT

Dated as of October 1, 2004

among

NUCOR CORPORATION,

as Borrower,

THE LENDERS NAMED HEREIN

AND

BANK OF AMERICA, N.A.,

as Administrative Agent

Arranged By:

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book-Manager

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

<TEXT>
                           ACKNOWLEDGMENT AGREEMENT


     This  ACKNOWLEDGMENT  AGREEMENT,  dated  as  of  February  11,  2004  (this
"Agreement"),  is entered into between Trivest Fund III, L.P.  ("Trivest  Fund")
and Canadian Imperial Bank of Commerce, as Administrative Agent ("Administrative
Agent") for the Lenders party to that certain Credit  Agreement  dated as of May
8, 2001 by and  among  Borrower,  Lenders,  CIBC  Inc.,  as swing  line  lender, . . .

ACQUISITION AGREEMENT

DATED AS OF

APRIL 23, 2001

AMONG

GILAT TO HOME LATIN AMERICA (HOLLAND) N.V.,

rSTAR CORPORATION,

AND

GILAT SATELLITE NETWORKS LTD.

RELATING TO THE ACQUISITION OF

STARBAND LATIN AMERICA (HOLLAND) B.V.

TABLE OF CONTENTS