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EXHIBIT 10.78
AMENDMENT AGREEMENT
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AMENDMENT
AGREEMENT ("Amendment") dated as of 12/17/04, 2004 to the
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Revolving Credit Agreement dated as of
September 27, 2002, as amended to date
(as the same maybe 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, 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 permits the Borrower to make restricted
payments to Holdings for certain purposes,
but not for the purposes of providing
working capital to another Person;
WHEREAS,
Holdings will be acquiring NAC Holding Inc. and NAC
International
Inc. (collectively, "NAC");
WHEREAS, the
Borrower has requested that the Required Lenders amend the
provisions of Section 6.06 of the Credit
Agreement and certain related
provisions for the purpose of allowing
certain restricted payments to be made to
Holdings in order to provide working
capital to NAC; and
WHEREAS,
the Borrower has also requested that the Required Lenders amend
the provisions of Sections 6.04 and 6.06 of
the Credit Agreement for the purpose
of allowing ongoing intercompany loans to
Holdings from the Borrower and any
other subsidiary of Holdings and to allow
for the elimination of intercompany
balances by means of a cashless dividend
under certain circumstances.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
SECTION 1.
AMENDMENTS TO CREDIT AGREEMENT
1.1
The definition
of Guarantor in Article I of the Credit Agreement is
hereby amended in its entirety to read as
follows:
"`Guarantor' means, collectively, Holdings, NAC and each
Subsidiary
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which
becomes a Guarantor after the effective date."
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1.2
The following
definition shall be added to Article I of the Credit
Agreement in its alphabetical order:
"NAC" means, collectively, NAC Holding Inc., a Delaware
corporation and its wholly-owned subsidiary, NAC International
Inc.,
a Delaware corporation."
1.3
The first
sentence of Section 2.04(a) of the Credit Agreement is
hereby amended by inserting after the words
"for its own account" the phrase "or
the account of Holdings to the extent
permitted under Section 6.06(e)".
1.4
Section 5.01 of
the Credit Agreement is hereby amended by deleting
the reference in subsection (g) to
"Intentionally omitted" and substituting
therefor the following:
"so long as NAC continues as a separate Person and to the
extent
required
by GAAP, together with any delivery under (a), (b) or (c)
above,
consolidating financial information for Holdings and its
subsidiaries,
provided
that any such information under (a) above need not be audited;"
1.5
Section 6.04 of
the Credit Agreement is hereby amended by striking
the word "and" at the end of 6.04(l),
striking the period at the end of 6.04(m)
and adding in its place "; and" and adding
the following subsection (n):
"(n) Investments
consisting of loans and advances to Holdings from
Borrower
or any other subsidiary of Holdings and any promissory notes or
other
evidence thereof.
1.6.
Section 6.06 of the
Credit Agreement is he
