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EXHIBIT 10.79
AMENDMENT AGREEMENT NO. 2
AMENDMENT
AGREEMENT ("Amendment") dated as of February 1, 2005 to the
Revolving Credit Agreement dated as of
September 27, 2002, as amended to date
(as the same may be further amended,
supplemented or modified from time to time
in accordance with its terms, the "Credit
Agreement") by and among UNITED STATES
ENRICHMENT CORPORATION, a Delaware
corporation (the "Borrower"), the lenders
party thereto (the "Lenders") and JPMORGAN
CHASE BANK, N.A. (formerly known as
JPMorgan Chase Bank) as Administrative and
Collateral Agent (the "Agent"),
Merrill Lynch Capital, as Syndication
Agent, GMAC Commercial Finance LLC
(formerly known as GMAC Business Credit,
LLC), as Documentation Agent and
Congress Financial Corporation, as Managing
Agent. All capitalized terms used
herein and not otherwise defined shall have
the meaning assigned to such terms
in the Credit Agreement.
WHEREAS, the Borrower,
Lenders and the Agent entered into the Credit
Agreement and other Financing Documents,
including the Security Agreement;
WHEREAS,
the Credit Agreement and Guarantee of Holdings restrict the
incurrence of Liens on assets of the
Borrower or Holdings;
WHEREAS,
the Company and Holdings are parties to (x) Memoranda of
Agreement entered into as of December 10,
2004 pursuant to which the Department
of Energy ("DOE") will deliver to the
Company certain feed material and (y) a
Security Agreement dated as of February 2,
2005 ("DOE Security Agreement")
pursuant to which the Company and Holdings
will grant to the DOE a security
interest in such feed material and the
proceeds thereof; and
WHEREAS,
the Borrower and Holdings have requested that the Required
Lenders amend the provisions of Section
6.02 of the Credit Agreement and the
Holdings' Guarantee for the purpose of
allowing a Lien in favor of the DOE on
feed material delivered to the Company by
the DOE.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
SECTION 1.
AMENDMENT TO CREDIT AGREEMENT
1.1
Section 6.02 of
the Credit Agreement is hereby amended by striking
the word "and" at the end of 6.02(g),
striking the period at the end of 6.02(h)
and adding in its place "; and" and adding
the following subsection (i):
"(i) Liens created by the Security Agreement dated as of February
2,
2005 as in
effect on its effective date made by the Borrower and Holdings
in favor
of the Department of Energy covering natural uranium feed
material,
the accounts arising from the sale thereof, all contracts and
agreements
for the sale thereof, books and records related thereto and all
proceeds
thereof (none of which for the purposes of this Agreement shall
constitute
Eligible Inventory or Eligible Receivables) (collectively, the
"DOE
Collateral"), provided that such material is maintained in
specifically designated cylinders and physically separated from
Eligible
Inventory
and the accounts arising from the sale of such material are
maintained
by separate written or electronic records identifying the Lien
of the
Department of Energy."
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SECTION 2.
AMENDMENT TO GUARANTEE OF HOLDINGS
2.1
Section 5 of the
Holdings Guarantee is hereby amended by adding the
following unnumbered sentence at the end of
such Section:
"Notwithstanding anything to the contrary contained in this
Section
5, the
Guarantor may enter into the Security Agreement dated as of
February
2, 2005 made by the Guarantor and the Borrower in favor of the
Department
of Energy and grant a Lien on the assets described therein,
provided
that such Lien complies with Section 6.02(g) of the Credit
Agreement."
SECTION 3.
AMENDMENT TO SECURITY AGREEMENT
3.1
Section 2.1
Pledge and Grant of Security Interest is hereby amended
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