EX-10.1






EXHIBIT NO. 10.1

EXECUTION COPY




SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




dated as of

February 26, 2010

among

USEC INC.,

and

UNITED STATES ENRICHMENT CORPORATION,

as joint and several co-borrowers,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

JPMORGAN CHASE BANK, N.A.,

as Administrative and Collateral Agent,

J.P. MORGAN SECURITIES, INC.,

WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND), and

UBS SECURITIES LLC

as Joint Book Managers and Joint Lead Arrangers,

WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND),

as Syndication Agent, and

UBS SECURITIES LLC,

as Documentation Agent




SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of February 26, 2010,
among USEC INC., a Delaware corporation, and UNITED STATES ENRICHMENT CORPORATION, a Delaware
corporation, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as
Administrative and Collateral Agent, J.P. MORGAN SECURITIES, INC., WACHOVIA CAPITAL FINANCE
CORPORATION (NEW ENGLAND), and UBS SECURITIES LLC, as Joint Book Managers and Joint Lead Arrangers,
WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND), as Syndication Agent, and UBS SECURITIES LLC,
as Documentation Agent.



RECITALS:




WHEREAS, each of USEC Inc. and United States Enrichment Corporation, a wholly owned subsidiary
of USEC Inc., is party to that certain Amended and Restated Revolving Credit Agreement dated as of
August 18, 2005, as heretofore amended (the “Existing Credit Agreement”), among USEC Inc.
and United States Enrichment Corporation, as joint and several “Borrowers”, each of the financial
institutions party thereto as “Lenders” thereunder (the “Existing Lenders”), JPMorgan Chase
Bank, N.A., as “Administrative Agent” and “Collateral Agent” thereunder, and the other financial
institutions named therein as “agents” thereunder; and



WHEREAS, NAC International, Inc., a Delaware corporation, a direct, wholly owned subsidiary of
USEC Inc. is a guarantor (the “Existing Guarantor”) of the obligations of USEC Inc. and
United States Enrichment Corporation under the Existing Credit Agreement; and



WHEREAS, USEC Inc. and United States Enrichment Corporation desire to amend and restate the
Existing Credit Agreement in its entirety; and



WHEREAS, USEC Inc., United States Enrichment Corporation and the Existing Guarantor are
members of a consolidated group of companies engaged in similar or related businesses and will
derive benefits from the extensions of credit under this Agreement; and



WHEREAS, upon the terms and subject to the conditions set forth herein, the Lenders are
willing to make loans and advances to, and the Issuing Bank is willing to issue Letters of Credit
for the benefit of, the Borrowers under this Agreement.



NOW, THEREFORE, the Borrowers, the Lenders and the Administrative Agent hereby agree that the
Existing Credit Agreement be, and it hereby is, amended and restated in its entirety by this
Agreement, and the Borrowers, the Lenders and the Administrative Agent hereby further agree as
follows:



ARTICLE I.




Definitions




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



“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.



“ACP Companies” means, collectively, American Centrifuge Holdings, LLC, a Delaware
limited liability company, American Centrifuge Enrichment, LLC, a Delaware limited liability
company, American Centrifuge Technology and Manufacturing, LLC, a Delaware limited liability
company, and American Centrifuge Operating, LLC, a Delaware limited liability company, and any
other direct or indirect subsidiary of the Credit Parties formed after the Effective Date to engage
in the American Centrifuge Project to the extent such subsidiary is designated as an “ACP Company”
by the Borrowers in a written notice to the Administrative Agent and does not engage in any
business or activity other than activities related to the American Centrifuge Project.



“ACP Expenditure Reduction Period” means the period commencing on an ACP Expenditure
Reduction Event and ending on the date on which Availability has equaled or exceeded $75,000,000
for sixty (60) consecutive days.



“ACP Expenditures” means, collectively, without duplication (a) exposure of any
Borrower or Restricted Subsidiary under Guarantees (other than a Guarantee permitted under Section
6.04(p)) by such Borrower or Restricted Subsidiary of the obligations of the ACP Companies (other
than obligations in respect of any ACP Project Financing), (b) expenditures made by any Borrower or
Restricted Subsidiary to purchase or pay for additional ACP Property or in respect of labor or
overhead costs allocated to the American Centrifuge Project in accordance with the Borrowers’
policies and procedures and reflected in the financial statements of Holdings and its Subsidiaries,
(c) Investments in the ACP Companies (other than Guarantees permitted under Section 6.04(p)) by any
Borrower or any Restricted Subsidiary, and (d) any expenditures made by any Borrower or Restricted
Subsidiary in respect of termination payments or liabilities in connection with the American
Centrifuge Project.



“ACP Expenditures Base Amount” means $90,000,000; provided, however,
that in the event that the aggregate amount of the Commitments are increased pursuant to Section
2.07(e), the ACP Expenditures Base Amount shall be deemed to be increased on a dollar-for-dollar
basis by the aggregate amount of such increase in the Commitments; provided,
further, however, that in no event shall the ACP Expenditures Base Amount exceed
$165,000,000.



“ACP Lender” means the Federal Financing Bank, any other agency or instrumentality of
the United States government, or another lender reasonably acceptable to the Administrative Agent.



“ACP Net Equity Financing Proceeds” means, as at any date of determination, the
difference between (a) the aggregate Net Proceeds received by Holdings during the period commencing
on the Effective Date and ending on such date from the issuance of Equity Interests by Holdings
minus (b) the Cumulative Loss Amount as of such date.



“ACP Project Financing” means financing provided by any ACP Lender to one or more ACP
Companies in an amount reasonably sufficient to enable the ACP Companies to achieve commercial
operations for the American Centrifuge Project.



“ACP Property” means any and all contracts, inventory (other than uranium inventory),
equipment, fixtures, intellectual property, licenses, permits and real or other personal property,
in each case, that are reasonably required for the American Centrifuge Project and are listed on
Schedule 1.02 attached hereto (the “ACP Schedule”), which ACP Schedule may be
updated periodically after the Effective Date (a) as may be agreed by the Borrowers and the
Required Lenders to add to or remove from such ACP Schedule items of property consisting of uranium
inventory, contracts for the sale of uranium, intellectual property, licenses or permits or (b) by
the Borrowers upon written notice to the Administrative Agent to add to or remove from such ACP
Schedule items of property consisting of inventory (other than uranium inventory), contracts (other
than contracts for the sale of uranium), equipment, fixtures and real property.



“ACP Specified Grant” means a transaction whereby any Credit Party receives a grant
or other financial accommodation from the DOE or any other Person consisting of cash, natural
uranium feed material, an assumption of liabilities or other financial accommodation, the net
proceeds of which grant or financial accommodation are to be used for an investment in the ACP
Companies, the purchase of ACP Property or other expenditures relating to the American Centrifuge
Project or the ACP Companies, and which transaction meets each of the following conditions: (a)
such transaction does not constitute or otherwise involve the incurrence of Indebtedness or the
issuance of any Equity Interest by any Credit Party or Restricted Subsidiary and (b) no Credit
Party or Restricted Subsidiary has any obligation to repay, refund or return such cash, natural
uranium feed material, assumption of liabilities or other financial accommodation to the DOE or
such other Person.



“ACP Specified Grant Proceeds” means the net cash proceeds derived from any ACP
Specified Grant received by any Credit Party which are actually invested by the Credit Parties in
the ACP Companies or actually used by the Credit Parties for the purchase of ACP Property or other
expenditures relating to the American Centrifuge Project or the ACP Companies.



“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period or for any ABR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.



“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative and collateral agent for the Lenders hereunder.



“Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



“Affiliate” means, 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.



“Agreement” means this Second Amended and Restated Revolving Credit Agreement,
together with all Exhibits and Schedules hereto, as the same may from time to time be amended,
modified, supplemented or restated in accordance with the terms hereof.



“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 0.50% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if
such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided
that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate
appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at
approximately 11:00 a.m. London time on such day (without any rounding). Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted LIBO Rate shall be effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBOR Rate, respectively.



“American Centrifuge Project” or “ACP” means the design, manufacture,
construction, development, start-up, completion, operation, financing, maintenance and improvement
of non-gaseous diffusion uranium enrichment technology and related infrastructure, assets and
properties.



“Applicable Commitment Rate” means with respect to the Revolving Credit Commitment Fee
accruing on any day,



(a) if such day occurs prior to October 1, 2010, 1.00% per annum; and



(b) if such day occurs on or after October 1, 2010,



the percentage rate per annum set forth below that corresponds to the Availability Percentage, as
determined by the Administrative Agent, for the fiscal quarter most recently ended commencing with
the fiscal quarter ended September 30, 2010; provided that the rate shall not change until
the first Business Day after the end of such fiscal quarter; provided further that during
the continuance of an Event of Default, the Applicable Commitment Rate shall be determined for the
period from and including the date from which such Event of Default shall have occurred, but
excluding the date upon which such Event of Default is cured or waived, as if the applicable
Availability Percentage was greater than or equal to 66.7%.



	 	 	 	 	 
	Availability Percentage

	 	Applicable Commitment Rate

	 

	 	


	Less than 33.3%

	 	 	0.750	%
	 

	 	 	 	 
	Greater than or equal to 33.3% but less than 66.7%

	 	 	0.875	%
	 

	 	 	 	 
	Greater than or equal to 66.7%

	 	 	1.00	%
	 

	 	 	 	 






“Applicable Margin” means with respect to interest accruing on any day in respect of
any ABR Loan or Eurodollar Loan,



(a) if such day occurs prior to October 1, 2010, (i) with respect to Loans that are Eurodollar
Loans, 4.00% and (ii) with respect to Loans that are ABR Loans, 2.25%; and



(b) if such day occurs on or after October 1, 2010,



the percentage set forth below that corresponds to the Availability Percentage, as determined by
the Administrative Agent, for the fiscal quarter most recently ended prior to such day for which a
Borrowing Base Certificate required pursuant to Section 5.01(g) hereof shall have been delivered to
the Administrative Agent; provided that the percentage shall not change until three (3)
Business Days after the receipt of such Borrowing Base Certificate for the last month of the
applicable fiscal quarter; provided further that if the Borrowers shall fail to timely
deliver such Borrowing Base Certificate for any such fiscal month or during the continuance of an
Event of Default, then the Applicable Margin with respect to ABR Loans and Eurodollar Loans shall
be determined for the period (i) from and including the date three (3) Business Days after the date
upon which such Borrowing Base Certificate was required to be delivered to but excluding the date
upon which a Borrowing Base Certificate complying with Section 5.01(g) is delivered or (ii) from
and including the date from which such Event of Default shall have occurred but excluding the date
upon which such Event of Default is cured or waived as if the applicable Availability Percentage
was less than 33.3%.



	 	 	 	 	 	 	 	 	 
	Availability Percentage

	 	Applicable Margin for

ABR Loans
	 	Applicable Margin for

Eurodollar Loans

	 

	 	 	 	 	 	 	 	 
	Less than 33.3%

	 	 	2.75	%	 	 	4.50	%
	 

	 	 	 	 	 	 	 	 
	Greater than or equal to

33.3% but less than 66.7%

	 	2.50%



	 	4.25%




	 

	 	 	 	 	 	 	 	 
	Greater than or equal to

66.7%

	 	2.25%



	 	4.00%




	 

	 	 	 	 	 	 	 	 






To the extent that a change in the Applicable Margin occurs during the pendency of an Interest
Period for an existing Eurodollar Loan, the Applicable Margin shall remain the same for the
remainder of the Interest Period for such existing Eurodollar Loan.



“Applicable Percentage” means, with respect to any Lender, a percentage equal to a
fraction the numerator of which is such Lender’s Commitment and the denominator of which is the
aggregate Commitments of all Lenders (if the Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon such Lender’s share of the aggregate Revolving Credit
Exposures at that time); provided that in the case of Section 2.18 when a Defaulting Lender
shall exist, any such Defaulting Lender’s Commitment shall be disregarded in the calculation.



“Approved Capital Expenditure Program” means any capital expenditure program receiving
all necessary internal Holdings’ approvals, including approval by Holdings’ board of directors, if
applicable, and, subject to Section 6.11, includes, without limitation, the American Centrifuge
Project.



“Approved Fund” means any Person (other than a natural person) that is engaged in
making, purchasing holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



“Assignment and Assumption” means an assignment and assumption 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, in the form of Exhibit A or any other form
approved by the Administrative Agent.



“ASTM” means the American Society for Testing and Materials.



“Availability” means, at any time, an amount equal to (a) the lesser at such time of
(i) the aggregate Commitments of all Lenders and (ii) the Borrowing Base, minus (b) the sum
at such time of (i) the unpaid principal balance of the Loans and all accrued interest thereon, and
all accrued and unpaid fees and expenses with respect thereto plus (ii) an amount equal to
(A) the LC Exposure minus (B) the aggregate undrawn amount (or portion thereof) of outstanding
Letters of Credit that have been cash collateralized in accordance with the terms of this
Agreement.



“Availability Percentage” means, for any fiscal quarter, an amount (expressed as a
percentage) equal to (a) average daily Availability during such period divided by (b) the
average daily amount of the aggregate Commitments of the Lenders during such period.



“Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Commitments.



“Availability Reserves” means, as of any date of determination, without duplication of
any other reserves that are otherwise addressed or excluded through eligibility criteria or
otherwise in this Agreement, such reserves in amounts as the Administrative Agent may from time to
time establish and revise (upward or downward) in its Permitted Discretion upon reasonable prior
notice to the Credit Parties: (a) to reflect events, conditions, contingencies or risks which, as
reasonably determined by the Administrative Agent, do, or reasonably would be expected to,
materially adversely affect either (i) the Collateral or its value or (ii) the security interests
and other rights of the Administrative Agent or any Lender in the Collateral (including the
enforceability, perfection and priority thereof), (b) to reflect the Administrative Agent’s
reasonable belief that any collateral report or financial information furnished by or on behalf of
the Borrowers is or may have been incomplete, inaccurate or misleading in any material respect, (c)
in respect of any state of facts which the Administrative Agent reasonably determines in good faith
constitutes a Default or (d) to reflect any Swap Obligations or Banking Services Obligations.



“Banking Services” means each and any of the following bank services provided to any
Credit Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers
(including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value
cards and (c) treasury management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, overdrafts and interstate depository network
services).



“Banking Services Obligations” means any and all obligations of the Credit Parties,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor) in
connection with Banking Services.



“Board” means the Board of Governors of the Federal Reserve System of the United
States of America.



“Borrowers” means Holdings and Enrichment, as joint and several co-borrowers; and
“Borrower” means either of them individually.



“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, (b) a Swingline Loan and (c) a Protective Advance.



“Borrowing Base” means an amount equal to the sum of:



(a) eighty-five percent (85%) of the remainder of (i) the Net Amount of Eligible Receivables
minus (ii) the Borrowing Base Reserves (Receivables)



plus



(b) the lesser of:




	 	(i)	 	eighty-five percent (85%) of the remainder of (A) the net
orderly liquidation value of Eligible Inventory minus (B) the Borrowing
Base Reserves (Inventory);






	 	(ii)	 	sixty-five percent (65%) of the remainder of (A) the Net Amount
of Eligible Inventory minus (B) the Borrowing Base Reserves
(Inventory); and






	 	(iii)	 	the Inventory Cap Amount






	 	 	 	minus






	 	(c)	 	the Availability Reserves.





The Borrowing Base will be computed monthly or more often as may be requested by the Administrative
Agent in its Permitted Discretion upon reasonable prior notice to the Credit Parties.



The “net orderly liquidation value” of Eligible Inventory as of the Effective Date was established
pursuant to the December 8, 2009 appraisal prepared by DoveBid and submitted to the Administrative
Agent (the “2009 Appraisal”), which 2009 Appraisal, among other things, sets forth a net
liquidation percentage used in determining the net orderly liquidation value of Eligible Inventory.
Until such time as another appraisal of inventory shall be conducted at the request of the
Administrative Agent in accordance with Section 5.04, the net orderly liquidation value of Eligible
Inventory shall be determined based on the net liquidation percentage set forth in the 2009
Appraisal. Thereafter, the net orderly liquidation value of Eligible Inventory shall be determined
based on the net liquidation percentage set forth in the most recent inventory appraisal conducted
in accordance with Section 5.04.



“Borrowing Base Certificate” has the meaning assigned to such term in Section 5.01(g)
hereof.



“Borrowing Base Reserves (Inventory)” means, as of any date of determination, without
duplication of any other reserves that are otherwise addressed or excluded through eligibility
criteria or otherwise in this Agreement, such reserves in amounts as the Administrative Agent may
from time to time establish and revise (upward or downward) in its Permitted Discretion upon
reasonable prior notice to the Credit Parties to reflect, among other things: (a) potential
material adverse landlord claims resulting from the absence of landlord waivers, environmental
costs, rent, the cost of tails disposition not otherwise covered by surety bonds or Letters of
Credit and estimated DOE Lease Turnover Obligations, (b) potential shortfalls in inventory of (i)
natural uranium meeting applicable ASTM specifications needed to meet the Credit Parties’
obligations to Customers and/or (ii) enriched uranium meeting applicable ASTM specifications needed
to meet the Credit Parties’ obligations to Customers, (c) potential mark-to-market costs, (d)
uranium inventory subject to other liens (other than liens on DOE Collateral or liens permitted
under Section 6.02(n)) and (e) variances between estimated and physical amounts of uranium
inventory; provided that, upon the Administrative Agent’s receipt of a letter agreement or
other writing from the DOE in form and substance satisfactory to the Administrative Agent in its
Permitted Discretion granting the Administrative Agent rights to access and dispose of Collateral
on the premises leased from the DOE by the Borrowers, Administrative Agent shall no longer require
a reserve for estimated DOE Lease Turnover Obligations.



“Borrowing Base Reserves (Receivables)” means, as of any date of determination,
without duplication of any other reserves that are otherwise addressed or excluded through
eligibility criteria or otherwise in this Agreement, such reserves in amounts as the Administrative
Agent may from time to time establish and revise (upward or downward) in its Permitted Discretion
to reflect, among other things: (a) foreign credit Receivable insurance premiums, Customer and
country limitations and related items which may include, among other things, the overall policy
limit, (b) a percentage (in no event greater than fifty percent (50%)) of the potential Customer
offsets for inventory of Customers held by the Credit Parties as determined by the Administrative
Agent in its Permitted Discretion, (c) potential damages of Customers claimed under their supply
contracts with the Credit Parties, (d) changes in the rated credit status of Customers, and (e)
Receivables dilution in the event dilution exceeds five percent (5%) of the total amount of
Receivables at such time as shown in periodic field examinations.



“Borrowing Request” means a request by the Borrowers for a Borrowing in accordance
with Section 2.03.



“Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
provided 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 Expenditures” shall mean all expenditures for the acquisition or leasing
(pursuant to a capital lease) of assets or additions to equipment (including replacements,
capitalized repairs and improvements) which should be capitalized under GAAP.



“Capital Lease Obligations” of any Person means 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 the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



“Cash Interest Expense” means with respect to the Credit Parties and their Restricted
Subsidiaries for any period, Interest Expense for such period less all non-cash items constituting
Interest Expense during such period (including amortization of debt discounts and payments of
interest on Indebtedness by issuance of Indebtedness).



“Casualty Event” shall mean, with respect to any property of Holdings or its
Restricted Subsidiaries, any loss of title with respect to such property or any loss or damage to
or destruction of, or any condemnation or other taking (including by any Governmental Authority)
of, such property or any interruption of the business of Holdings or any Restricted Subsidiary
which is covered by business interruption insurance.



“Change in Control” means (i) any person (as such term is defined in Section 13(d)(3)
of the Exchange Act or group of related persons, together with affiliates thereof, becomes the
“beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act),
directly or indirectly, of more than 30% of the Equity Interests with voting power of Holdings
(other than in connection with an Exempted Transaction); or (ii) Holdings shall cease to own,
directly or indirectly through one or more Subsidiaries which are Guarantors, 100% of the Equity
Interests of Enrichment.



“Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.13(b), by any lending
office of such Lender or Issuing Bank or by such Lender’s or the Issuing Bank’s holding company, if
any) with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.



“Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its
individual capacity, and its successors.



“Code” means the Internal Revenue Code of 1986, as amended from time to time.



“Collateral” means the property and assets of the Credit Parties on which Liens are
granted or purported to be granted pursuant to any Financing Document.



“Collateral Availability” means at any time an amount equal to (a) the Borrowing Base
minus (b) the sum of (i) the unpaid principal balance of the Loans and all accrued interest
thereon, and all accrued and unpaid fees and expenses with respect thereto plus (ii) the LC
Exposure minus (iii) the aggregate undrawn amount (or portion thereof) of outstanding Letters of
Credit that have been cash collateralized in accordance with the terms of this Agreement.



“Collection Account” has the meaning assigned to such term in the Security Agreement.



“Commitment” means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit, Swingline Loans and Protective
Advances hereunder, expressed as an amount representing the maximum aggregate amount of such
Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.07(c), (b) increased from time to time pursuant to Section 2.07(e) and
(c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is
$225,000,000. Effective upon the assignment of an interest pursuant to Section 9.04, Schedule
2.01 may be amended by the Administrative Agent to reflect such assignment.



“Compliance Certificate” has the meaning assigned to such term in Section 5.01(d)
hereof.



“Consolidated EBITDA” means for any period, with respect to Holdings and its
Subsidiaries, (a) Net Income for such period plus (b) without duplication and to the extent
deducted in determining Net Income for such period, the sum of (i) Interest Expense, plus
(ii) income tax expense, plus (iii) depreciation of assets, plus (iv) amortization
of intangible assets, plus (v) the write-down of intangible assets that consist of
goodwill, plus (vi) all cash and non-cash extraordinary expenses or non-operating expenses
and losses (provided that all such cash items added back to Net Income pursuant to this
clause (vi) shall not exceed $10,000,000 for any twelve-month period except that during the
twelve-month period in which the Borrowers cease enrichment operations at the Paducah facility in
connection with the transfer of operations to the new American Centrifuge facility, all such cash
items added back to Net Income pursuant to this clause (vi) shall not exceed $17,500,000),
plus (vii) non-recurring cash fees, costs and expenses incurred and paid in connection with
the preparation, negotiation and execution of this Agreement, the arrangement and syndication of
the Loans and related Transactions plus (viii) the aggregate amount of ACP Expenditures
made during such period to the extent (A) set forth on Schedule 1.03 hereof with respect to
any period or portion thereof prior to the Effective Date or (B) permitted by Section 6.11 with
respect to any period or portion thereof on or after the Effective Date minus (c) all cash
and non-cash extraordinary or non-operating income and gains, in each case as such items are used
in the computation of Holdings’ and its Subsidiaries’ Net Income for such period computed in
accordance with GAAP; provided, however, that from and after the earlier to occur
of (1) the first date on which the American Centrifuge Project has commenced commercial operations
or (2) the first day of the first period for which the Borrowers are required to deliver the
consolidating financial statements to the Lenders pursuant to Section 5.01(h), Consolidated EBITDA
will be calculated with respect to Holdings and its Restricted Subsidiaries.



“Control” means 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 ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



“Convertible Note Indenture” means the Indenture dated as of September 28, 2007
between Holdings and Wells Fargo Bank, National Association, as trustee.



“Convertible Notes” means the Senior Convertible Notes Due 2014 in the aggregate
original principal amount of $575,000,000 issued by Holdings pursuant to the Convertible Note
Indenture.



“Credit Parties” means the Borrowers and the Guarantors collectively; and “Credit
Party” means any of them individually.



“Cumulative Loss Amount” means, for any Cumulative Loss Amount Measurement Period, the
greater of (a) the difference between (i) the sum of (A) the aggregate amount of all Fixed Charges
paid or incurred during such Cumulative Loss Amount Measurement Period plus (B) the
aggregate amount of Non-Financed Capital Expenditures for such Cumulative Loss Measurement Period
minus (ii) Consolidated EBITDA for such Cumulative Loss Amount Measurement Period (provided
that, solely for purposes of this definition, Consolidated EBITDA shall be calculated without
adding back to Net Income any cash items referred to in clauses (vi) or (vii) of the definition of
Consolidated EBITDA) and (b) zero.



“Cumulative Loss Amount Measurement Period” means, as of any date of determination of
the ACP Net Equity Financing Proceeds, a period commencing on January 1, 2010 and ending on the
last day of the fiscal quarter (or in the event that such date occurs at any time when the
Borrowers are required to provide monthly financial statements pursuant to Section 5.01(c), the
last day of the calendar month) ending on or most recently ended prior to such date of
determination.



“Customer” means and includes the account debtor or obligor with respect to any
Receivable.



“Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



“Defaulting Lender” means any Lender, as reasonably determined by the Administrative
Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit,
Swingline Loans or Protective Advances within three (3) Business Days of the date required to be
funded by it hereunder, (b) notified any Borrower, the Administrative Agent, the Issuing Bank, the
Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement to the effect that it does not
intend to comply with its funding obligations under this Agreement or under other agreements in
which it commits to extend credit, (c) failed, within three (3) Business Days after request by the
Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to
its obligations to fund prospective Loans and participations in then outstanding Letters of Credit,
Swingline Loans and Protective Advances, (d) otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within three (3)
Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become
or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment unless, in the case of any Lender referred to in this clause (e), the Borrowers, the
Administrative Agent, the Swingline Lender and each Issuing Lender shall determine in their sole
and absolute discretion that such Lender intends and has the ability, and has all approvals
required to enable it, to continue to perform its obligations as a Lender hereunder in accordance
with all of the terms of this Agreement.



“Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedules 3.05 and 3.08.



“DOE” means the United States Department of Energy.



“DOE Agreement” means that certain Agreement dated June 17, 2002 between Holdings and
the DOE as attached to Holdings’ Form 8-K filed with the Securities and Exchange Commission on June
21, 2002 (as the same may from time to time be amended, modified, supplemented or restated in
accordance with its terms).



“DOE Collateral” means (i) natural uranium feed material or other material acceptable
to the Borrowers transferred by the DOE to the Credit Parties as payment in kind for services
rendered, or to be rendered, to the DOE or for resale by the Credit Parties, which material is
maintained by the Credit Parties in specifically designated cylinders and physically separated from
Eligible Inventory, (ii) the Receivables arising from the sale by the Borrowers of the material
referred to in the foregoing clause (i) to the extent such Receivables are identified as DOE
Collateral in the Borrowers’ written or electronic records, and (iii) all contracts and agreements
for the sale of the material referred to in the foregoing clause (i), books and records related to
such material and all proceeds of such material, and which, in the case of clauses (i), (ii) and
(iii), are subject to Liens in favor of the DOE pursuant to a DOE Security Agreement.



“DOE Lease Turnover Obligations” means the future lease turnover obligations of the
Credit Parties to the DOE under the Credit Parties’ leases with the DOE of the Paducah and
Portsmouth gaseous diffusion plants (to the extent such obligations are not fully covered by a
surety bond or other security, in each case, reasonably acceptable to the Administrative Agent
which, in each case, has been delivered to the Administrative Agent). The estimated DOE Lease
Turnover Obligations as of the Effective Date total $57,400,000.



“DOE Security Agreement” means any security agreement entered into by the Borrowers
and the DOE pursuant to which the Borrowers grant to the DOE security interests in DOE Collateral
and substantially in the form of the security agreement dated as of February 2, 2005 between the
Borrowers and the DOE previously delivered by the Borrowers to the Administrative Agent in
connection with the Existing Credit Agreement (as the same may be modified, amended, supplemented,
renewed or restated from time to time, provided that after giving effect to any such modification,
amendment, supplement, renewal or restatement, such security agreement remains substantially in the
form of the original security agreement but for the inclusion of additional DOE Collateral as
collateral thereunder).



“dollars” or “$” refers to lawful money of the United States of America.



“Domestic Subsidiary” means any direct or indirect Restricted Subsidiary that is not a
Foreign Subsidiary.



“Effective Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).



“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender or an Approved
Fund; (c) a commercial bank organized under the laws of the United States, or any State thereof,
and having total assets in excess of $1,000,000,000; (d) a savings and loan association or savings
bank organized under the laws of the United States, or any State thereof, and having total assets
in excess of $1,000,000,000; (e) a finance company, insurance company or other financial
institution or fund (whether a corporation, partnership, trust or other entity) that is engaged in
making, purchasing or otherwise investing in commercial loans in the ordinary course of its
business and having total assets in excess of $1,000,000,000; and (f) any other Person approved by
the Administrative Agent and the Borrowers (provided that no approval of the Borrowers
shall be required if an Event of Default has occurred and is continuing); provided that
none of the Credit Parties or any of their Affiliates shall qualify as an Eligible Assignee under
this definition.



“Eligible Inventory” means inventory of the Credit Parties comprised solely of raw
materials in the form of Natural Commercial Grade UF6 meeting ASTM C 787-06 (or any revision or
replacement thereof), Eligible Work in Process and finished goods in the form of the SWU Component
of Enriched Commercial Grade UF6 (ECGU) meeting ASTM C 996-04e1 (or any revision or replacement
thereof) (and specifically excluding work in process other than Eligible Work in Process,
packaging, stores, supplies and capitalization costs) which is not obsolete, slow-moving,
contaminated or otherwise unmerchantable; provided, however, that Eligible
Inventory shall in no event include inventory (including components of finished goods) which:



(a) is on consignment, is not in conformity in all material respects with the representations
and warranties made by the Credit Parties under the Financing Documents, is not in compliance in
all material respects with the covenants of the Credit Parties under the Financing Documents, or is
not located at one of the addresses for locations of Collateral set forth on Annex C to the
Security Agreement; except that landlord waivers shall not be required from the DOE;



(b) is in transit other than between locations owned, leased or otherwise controlled by the
Credit Parties or to Fabricators with respect to which the Administrative Agent has received an
appropriate processor’s agreement in form and substance reasonably satisfactory to the
Administrative Agent or between locations listed on Annex C of the Security Agreement;



(c) has been returned or rejected by a Customer;



(d) is owned by a Customer of any Credit Party or other third parties in the Credit Parties’
systems of accounts;



(e) consists of highly-enriched uranium (HEU) also referred to as weapons grade;



(f) is sold under a licensed trademark, if the Administrative Agent has not received a
licensor waiver letter, in form and substance reasonably satisfactory to the Administrative Agent,
duly executed by the licensor, with respect to the rights of the Administrative Agent to use the
trademark to sell or otherwise dispose of such inventory;



(g) constitutes part of the DOE Collateral;



(h) constitutes ACP Property;



(i) is not subject to a first priority perfected Lien in favor of the Administrative Agent
(for the benefit of itself and the other Secured Parties);



(j) is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the
benefit of itself and the other Secured Parties) or (ii) a Lien permitted by Section 6.02 which is
junior in priority to the Lien in favor of the Administrative Agent (for the benefit of itself and
the other Secured Parties);



(k) is not located in the continental United States; or



(l) is otherwise not acceptable to the Administrative Agent in its Permitted Discretion upon
reasonable prior notice to the Credit Parties.



Standards of eligibility may be fixed and revised from time to time by the Administrative Agent in
its Permitted Discretion upon reasonable prior notice to the Credit Parties. In determining
eligibility, the Administrative Agent may, but need not, rely on reports and schedules furnished by
the Credit Parties, but reliance by the Administrative Agent thereon from time to time shall not be
deemed to limit the right of the Administrative Agent to revise standards of eligibility at any
time as to both present and future inventory of the Credit Parties. Notwithstanding anything to
the contrary set forth herein, no inventory of a Guarantor (other than the Existing Guarantor)
shall be included as “Eligible Inventory” unless and until the Administrative Agent shall have
completed and shall be satisfied, in its Permitted Discretion, with the results of, an initial
field examination and inventory appraisal with respect to the inventory of such Guarantor, as the
Administrative Agent deems appropriate in its Permitted Discretion.



“Eligible Receivables” means Receivables created by the Credit Parties in the ordinary
course of business arising out of the sale of goods or rendition of services by the Credit Parties;
provided that Receivables which constitute part of the DOE Collateral or the ACP Property
shall not constitute Eligible Receivables and Receivables which the Administrative Agent in its
Permitted Discretion upon reasonable prior notice to the Credit Parties has determined are not
acceptable shall not constitute Eligible Receivables; and provided further that a
Receivable shall in no event be deemed to be an Eligible Receivable unless:



(a) all payments due on the Receivable have been invoiced and the underlying goods either
delivered or credited to the Customer’s account with the Credit Parties or with a Fabricator with,
if applicable (e.g., in the case of a sale of the SWU component of enriched uranium), a related
debit to the Customer’s feed account with the Credit Parties, as the case may be;



(b) the payment due on the Receivable, if it is owing from one of the Customers identified on
Schedule 1.01 hereto (which schedule may be amended from time to time by the Borrowers with
the consent of the Administrative Agent and the Required Lenders), is not more than 120 days past
the invoice date or thirty (30) days past the due date or, in all other cases, is not more than
ninety (90) days past the invoice date;



(c) the payments due on more than 50% of all Receivables from the same Customer are less than
ninety (90) days past the invoice date, or in the case of a Customer identified on Schedule
1.01, 120 days past the invoice date or thirty (30) days past the due date;



(d) the Receivable arose from a completed and bona fide transaction (and with respect to a
sale of goods, a transaction in which title has passed to the Customer) which requires no further
act out of the ordinary course of business on the part of the Credit Parties in order to cause such
Receivable to be payable in full by the Customer;



(e) the Receivable is in conformity in all material respects with the representations and
warranties made by the Credit Parties to the Administrative Agent and the Lenders with respect
thereto and in conformity with all covenants with respect thereto and is free and clear of all
security interests and Liens of any nature whatsoever other than any security interest created
pursuant to the Security Agreement or permitted by Section 6.02 hereof;



(f) the Receivable constitutes an “account” within the meaning of the Uniform Commercial Code
of the state in which the applicable Credit Party is located and is not evidenced by promissory
notes, chattel paper, warrants or other instruments;



(g) the Customer has not asserted that the Receivable, and/or the applicable Credit Party is
not aware that the Receivable, arises out of a bill and hold, consignment or progress billing
arrangement or is subject to any claimed setoff, contras (which may include deferred revenue and
other customer liabilities), net-out contract, offset, deduction, dispute, credit, chargeback,
counterclaim or other defense (unless the Customer has entered into an agreement reasonably
acceptable to the Administrative Agent to waive such claims but in each such case only to the
extent of such setoff, contras, net-out contract, offset, deduction, dispute, credit, chargeback,
counterclaim or other defense) arising out of the transactions represented by the Receivables or
independently thereof and the Customer has not objected to its liability thereon or returned,
rejected or repossessed any of such goods, except for complaints made or goods returned in the
ordinary course of business for which, in the case of goods returned, goods of equal or greater
value have been shipped in return or the defect in the goods corrected;



(h) the Receivable arose in the ordinary course of business of the Credit Parties;



(i) the Customer is not (i) the United States government or the government of any state or
political subdivision thereof or therein, or any agency or department of any thereof, including,
without limitation, the DOE and the Tennessee Valley Authority, unless the Administrative Agent
shall have received from the Credit Parties such documentation as the Administrative Agent shall
deem appropriate in its Permitted Discretion to enable the Administrative Agent to make all filings
necessary to comply with any applicable assignment of claims statute (provided that such
documentation shall be held in escrow by the Administrative Agent and shall not be filed unless and
until (1) an Event of Default has occurred and is continuing or (2) such time as Availability shall
fall below $100,000,000 for three (3) consecutive Business Days and upon reasonable prior notice to
the Borrowers (x) the Administrative Agent deems the filing of such documentation to be appropriate
under the circumstances or (y) the Administrative Agent shall have been instructed by the Required
Lenders to so file such documentation); or (ii) (A) an Affiliate of the Credit Parties or any
Subsidiary or any employee, officer, director or agent thereof, or (B) a supplier or creditor of
the Credit Parties or any Subsidiary thereof (provided that such Receivable under this clause
(ii)(B) shall only be ineligible to the extent of amounts payable by the Credit Parties or
Subsidiary to such supplier or outstanding to such creditor);



(j) the Customer is a United States person or an obligor in the United States or if the
Customer or obligor is located in another jurisdiction if the applicable Receivable is insured by
foreign credit Receivable insurance meeting the requirements of Section 5.02 or is supported by an
irrevocable letter of credit in an amount and confirmed by a United States bank acceptable to the
Administrative Agent in its Permitted Discretion;



(k) the Receivable complies with all material requirements of all applicable laws and
regulations, whether Federal, state or local (including usury laws and laws, rules and regulations
relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity,
fair debt collection practices and privacy);



(l) the Receivable is in full force and effect and constitutes a legal, valid and binding
obligation of the Customer enforceable in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors’ rights generally and by general equity principles;



(m) the Receivable is denominated in and provides for payment by the Customer in dollars or in
foreign currencies acceptable to the Administrative Agent in its Permitted Discretion and
translated into dollars at the applicable exchange rates in effect as of each date on which the
Borrowing Base is calculated, as specified by the Administrative Agent for corporate borrowers
similar to the Borrowers in size and credit profile, provided that the aggregate amount of
Eligible Receivables in foreign currencies shall not exceed $2,500,000 at any time (unless a
currency swap or similar hedge approved by the Administrative Agent has been entered into with
respect to such Receivable the effect of which is to cause payment to be denominated in dollars)
and in each case, is payable within the United States;



(n) the Receivable has not been and is not required to be charged off or written off as
uncollectible in accordance with GAAP or the customary business practices of the Credit Parties;



(o) the Administrative Agent on behalf of the Lenders possesses a valid, perfected first
priority security interest in such Receivable as security for payment of the obligations;



(p) the Receivable is not with respect to a Customer located in any state denying creditors
access to its courts in the absence of a Notice of Business Activities Report or other similar
filing, unless the applicable Credit Party either has qualified as a foreign corporation authorized
to transact business in such state or has filed a Notice of Business Activities Report or similar
filing with the applicable state agency for the then current year;



(q) an event as described in paragraph (g) or (h) of Section 7.01 has not occurred with
respect to the Customer; and



(r) the Administrative Agent is satisfied with the credit standing of the Customer in relation
to the aggregate amount of all Receivables then owing to the Credit Parties from such Customer.



Standards of eligibility may be fixed and revised from time to time by the Administrative Agent in
its Permitted Discretion upon reasonable prior notice to the Credit Parties. In determining
eligibility, the Administrative Agent may, but need not, rely on reports and schedules furnished by
the Credit Parties, but reliance by the Administrative Agent thereon from time to time shall not be
deemed to limit the right of the Administrative Agent to revise standards of eligibility at any
time as to both present and future Receivables of the Credit Parties. Notwithstanding the
foregoing, all Receivables of any single Customer (other than Customers with a rating of BBB/Baa2
or better by Standard & Poor’s or Moody’s Investors Service, Inc.) which, in the aggregate, exceed
35% of the total Eligible Receivables at the time of any such determination, shall be deemed not to
be Eligible Receivables to the extent of such excess, and all Receivables of any single Customer
(other than Customers with a rating of BBB/Baa2 or better by Standard & Poor’s or Moody’s Investors
Service, Inc.) which, in the aggregate, exceed 25% of the total Eligible Receivables at the time of
any such determination shall be deemed not to be Eligible Receivables if more than 35% of such
Customer’s Receivables are not Eligible Receivables. Further notwithstanding anything to the
contrary set forth herein, no Receivable owing to any Guarantor (other than the Existing Guarantor)
shall be included as an “Eligible Receivable” unless and until the Administrative Agent shall have
completed and shall be satisfied, in its Permitted Discretion, with the results of, an initial
field examination and customer review with respect to the Receivables of such Guarantor, as the
Administrative Agent deems appropriate in its Permitted Discretion.



“Eligible Work in Process” means inventory of the Credit Parties comprised of
partially enriched uranium referred to as “Paducah refeed material” in the reports submitted by the
Borrowers with the Borrowing Base Certificate delivered on or prior to the Effective Date pursuant
to Section 4.01(j)(ii) and the reports submitted from time to time by the Borrowers with the
Borrowing Base Certificates delivered after the Effective Date pursuant to Section 5.01(g).



“Enrichment” means United States Enrichment Corporation, a Delaware corporation.



“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Materials or
to health and safety matters.



“Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Credit Parties or any Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.



“Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



“ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with any one or more of the Credit Parties, 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 of the Code.



“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any of
the Credit Parties or any ERISA Affiliate of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by any Credit Party or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans
or to appoint a trustee to administer any Plan; (f) the incurrence by any Credit Party or any ERISA
Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from any Credit Party or any ERISA Affiliate of any notice,
concerning the imposition upon any Credit Party or ERISA Affiliate of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.



“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.



“Event of Default” has the meaning assigned to such term in Section 7.01.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrowers hereunder: (a) income or franchise taxes imposed on (or measured by) its net income
by the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located or with which such Administrative Agent, Lender, Issuing Bank
or other recipient (as applicable) has a present or former nexus for tax purposes (other than a
nexus arising solely as a result of having executed, delivered or performed its obligations under,
or enforced, this Agreement or any other Financing Documents); (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other jurisdiction in which a
Borrower is located; and (c) in the case of a Lender, any withholding tax that is imposed on
amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Lender’s failure to comply with Section
2.15(f), except to the extent that such Lender (or its assignor, if any) was entitled at the time
of designation of a new lending office (or assignment), to receive additional amounts from the
Borrowers with respect to such withholding tax pursuant to Section 2.15(a).



“Exempted Transaction” means a negotiated transaction pursuant to which any person (as
such term is defined in Section 13(d)(3) of the Exchange Act) or group of related persons, together
with affiliates thereof, invests strategic capital and becomes the “beneficial owner” (as such term
is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more
than 30%, but less than 50% of the Equity Interests with voting power of Holdings, provided
that such person or group of related persons shall have been approved by the Required Lenders (such
approval not to be unreasonably withheld or delayed).



“Exigent Circumstances” means the occurrence or existence of any one or more of the
following events or conditions: (i) the filing by or against any Credit Party of a petition
seeking liquidation, reorganization or other relief in respect of any Credit Party or its debts or
of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereinafter in effect, (ii) the appointment, or application for
or consent to the appointment, of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Credit Party or for a substantial part of its assets, (iii) the
negotiation of, or other attempts to effectuate, an assignment for the benefit of creditors of any
Credit Party, (iv) the commission of fraud or making of a material misrepresentation by any Credit
Party, (v) the attempt by any Credit Party to conceal or withhold from the Administrative Agent any
collections in respect of Receivables or any other proceeds of Collateral in violation of any
Financing Document, (vi) the filing or commencement by any Person of any action, suit or proceeding
or self-help remedy to obtain or enforce any Lien against the Collateral or any portion thereof, or
(vii) any other event that, in the reasonable judgment of the Administrative Agent, materially and
imminently threatens the ability of the Administrative Agent to promptly realize upon all or any
material portion of the Collateral, such as, without limitation, fraudulent removal, concealment or
abscondment thereof, destruction (to the extent not covered by insurance) or material waste of any
Collateral.



“Existing Credit Agreement” has the meaning set forth in the recitals to this
Agreement.



“Existing Financing Documents” means the Existing Credit Agreement and the other
“Financing Documents” as such term is defined in the Existing Credit Agreement.



“Existing Guarantor” has the meaning set forth in the recitals to this Agreement.



“Fabricator” means any Person that (i) processes nuclear fuel, including, for the
avoidance of doubt, but not limited to, a Person that converts natural uranium concentrates into
natural uranium hexafluoride, and a Person that fabricates enriched uranium hexafluoride into
enriched uranium dioxide, and (ii) in connection therewith, holds uranium inventory owned by any of
the Credit Parties.



“Facility Letter” means the letter agreement between the Borrowers and the
Administrative Agent effective on the Effective Date authorizing certain employees of the Borrowers
to handle certain of the credit operations contemplated by this Agreement.



“Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.



“Financial Officer” means, with respect to each Credit Party, the president, chief
financial officer, principal accounting officer, treasurer or controller of such Credit Party.



“Financing Documents” means this Agreement (including the Schedules and Exhibits
hereto), the Notes evidencing the Loans, any Letter of Credit applications, the Security Agreement,
any other documents granting a Lien upon the Collateral as security for the payment of the Secured
Obligations, the NAC Guaranty, any other Guarantee of the Obligations entered into after the
Effective Date by any Restricted Subsidiary, any collateral access agreements, landlord waivers or
Fabricator waivers, any deposit account control agreements or securities account control agreements
and any other agreement, in each case, entered into by or on behalf of any Credit Party in favor of
or for the benefit of the Administrative Agent or any Lender in connection with this Agreement or
the transactions contemplated hereby. Any reference in this Agreement or any other Financing
Document to a Financing Document shall include all appendices, exhibits or schedules thereto, and
all amendments, restatements, supplements or other modifications thereto, and shall refer to this
Agreement or such Financing Document as the same may be in effect at any and all times such
reference becomes operative. For the avoidance of doubt, the Swap Agreements and the agreements
pursuant to which Banking Services are provided shall not constitute Loan Documents.



“Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) the remainder of
(i) Consolidated EBITDA for such period minus (ii) Non-Financed Capital Expenditures for
such period to (b) Fixed Charges for such period, in each case, determined on a consolidated basis
in accordance with GAAP.



“Fixed Charges” means, for any period, the sum of (a) the aggregate amount of all
principal payments made by Holdings and its Subsidiaries on Funded Indebtedness of Holdings and its
Subsidiaries (other than the Loans) during such period (whether regularly scheduled payments,
prepayments or otherwise) but excluding any payments or prepayments made in connection with the
refinancing of such Indebtedness in accordance with the terms of this Agreement plus (b)
Cash Interest Expense of Holdings and its Subsidiaries in respect of Funded Indebtedness of
Holdings and its Subsidiaries with respect to such period plus (c) the aggregate amount of
all Federal, state, local and foreign income taxes paid in cash by Holdings and its Subsidiaries
with respect to such period plus (d) the aggregate amount of all dividends and
distributions paid in cash by Holdings during such period plus (e) the aggregate amount all
payments made by Holdings and its Subsidiaries in respect of Capital Lease Obligations with respect
to such period, in each case determined on a consolidated basis without duplication in accordance
with GAAP; provided, however, that from and after the earlier to occur of (1) the
first date on which the American Centrifuge Project has commenced commercial operations or (2) the
first day of the first period for which the Borrowers are required to deliver the consolidating
financial statements to the Lenders pursuant to Section 5.01(h), Fixed Charges (other than the
Fixed Charges referred to in the foregoing clause (c)) will be calculated with respect to Holdings
and its Restricted Subsidiaries.



“Foreign Lender” means any Lender that is not a “United States person” within the
meaning of Section 7701(a)(30) of the Code.



“Foreign Person” means any Person that is organized under the laws of, or that
maintains its principal place of business in, a jurisdiction other than the United States of
America or any State thereof or the District of Columbia.



“Foreign Subsidiary” means any Restricted Subsidiary that is a Foreign Person.



“Full Cash Dominion Period” means (a) any period commencing with the occurrence of an
Event of Default and continuing until such Event of Default has been cured or waived in accordance
with this Agreement or (b) any period (i) commencing on the date that Availability is less than
$100,000,000 and (ii) ending on the first date thereafter on which Availability for a period of at
least 60 consecutive days shall have exceeded $115,000,000.



“Funded Indebtedness” means all Indebtedness of Holdings and its Subsidiaries other
than any obligations of Holdings and its Subsidiaries arising in the ordinary course of business
owed to vendors, processors and customers which are paid or satisfied in kind and not in cash (to
the extent such obligations constitute Indebtedness); provided, however, that from
and after the earlier to occur of (1) the first date on which the American Centrifuge Project has
commenced commercial operations or (2) the first day of the first period for which the Borrowers
are required to deliver the consolidating financial statements to the Lenders pursuant to Section
5.01(h), Funded Indebtedness will be calculated with respect to Holdings and its Restricted
Subsidiaries.



“GAAP” means generally accepted accounting principles in the United States of America
consistently applied.



“Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to such government.



“Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.



“Guarantor” means, collectively, NAC International Inc. and each other Material
Subsidiary that becomes a Guarantor after the Effective Date.



“Hazardous Materials” means substances defined as “hazardous substances” pursuant to
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601
et seq., or as “hazardous”, “toxic” or a “pollutant” or “contaminant” under any federal, state or
local statute, ordinance, rule, or regulation or as “solid waste” pursuant to the Hazardous
Materials Transportation Act, 49 U.S.C. 1801 et seq. or the Resource Conservation and Recovery
Act, 42 U.S.C. 6901, et seq., or any other applicable Environmental Law, and includes, without
limitation, asbestos containing material, petroleum or any fraction or component, uranium or
radioactive material, or source, by-product or special nuclear material as in the Atomic Energy
Act, 42 U.S.C. 2011 et seq., in each case as such Laws are amended from time to time.



“Holdings” means USEC Inc., a Delaware corporation.



“Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid (excluding current accounts payable
incurred in the ordinary course of business), (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person (other than
agreements in the ordinary course of business in which customers or other third parties delivered
material or equipment to such Person but retain title thereto), (e) all obligations of such Person
in respect of the deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h)
all Capital Lease Obligations of such Person and obligations in respect of synthetic leases, (i)
all obligations, contingent or otherwise, of such Person as an account party in respect of letters
of credit, surety and appeal bonds, performance bonds and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all Swap
Obligations and (l) any other Off-Balance Sheet Liability. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of
such Indebtedness provide that such Person is not liable therefor. The amount of Swap Obligations
of any Person shall, at any time of determination for purposes of this Agreement, equal the net
amount (after taking into account any netting agreements) that such Person would be required to pay
if the instruments or agreements giving rise to such Swap Obligations were terminated at such time
giving effect to the current market conditions notwithstanding any contrary treatment in accordance
with GAAP.



“Indemnified Taxes” means Taxes other than Excluded Taxes.



“Interest Election Request” means a request by the Borrowers to convert or continue a
Borrowing in accordance with Section 2.06.



“Interest Expense” means, for any period, the interest expense of the Credit Parties
and their Restricted Subsidiaries during such period determined on a consolidated basis in
accordance with GAAP, and shall in any event include (a) the amortization of debt discounts, (b)
the amortization of all fees payable in connection with the incurrence of Indebtedness to the
extent included in interest expense and (c) the portion of any Capital Lease Obligation allocable
to interest expense.



“Interest Payment Date” means (a) with respect to any ABR Loan (including each
Swingline Loan), the first day of each month for the prior month then ended and the Maturity Date,
(b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and the Maturity Date and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three (3) months’ duration, each day prior to the
last day of such Interest Period that occurs at intervals of three (3) months’ duration after the
first day of such Interest Period and the Maturity Date and (c) with respect to any Swingline Loan,
the day that such Loan is required to be repaid and the Maturity Date.



“Interest Period” means, with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one (1), two (2), three (3) or six (6) months thereafter, as the Borrowers
may elect; provided, that (a) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless,
such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day and (b) any Interest Period pertaining
to Eurodollar Borrowings that commences on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is
made and thereafter shall be the effective date of the most recent conversion or continuation of
such Borrowing.



“Inventory Cap Amount” means, at any time of determination thereof, an amount equal to
(i) the aggregate amount of the Commitments of all of the Lenders at such time minus (ii)
$25,000,000.



“Investments” has the meaning assigned to such term in Section 6.04.



“Issuing Bank” means Chase, in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity. The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the
term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.



“Joint Lead Arrangers” means, collectively, J.P. Morgan Securities, Inc., Wachovia
Capital Finance Corporation (New England) and UBS Securities LLC.



“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The
LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure
at such time.



“LC Sublimit” means $100,000,000; provided, however, that in the event
that the aggregate amount of the Commitments are increased pursuant to Section 2.07(e), the LC
Sublimit shall be deemed to be increased on a dollar-for-dollar basis by the aggregate amount of
such increase in the Commitments; provided, further, however, that in no
event shall the LC Sublimit exceed $150,000,000.



“Lenders” means the Persons listed on Schedule 2.01 and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term “Lenders” includes the Swingline Lender.



“Letter of Credit” means any letter of credit issued pursuant to this Agreement.



“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or
for any applicable ABR Borrowing, the rate appearing on Reuters Screen LIBOR01 Page (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 purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00
a.m., London time, two (2) 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 “LIBO 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 (2) Business Days prior to the commencement of
such Interest Period.



“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.



“Loans” means the loans made by the Lenders to the Borrowers pursuant to this
Agreement (including, without limitation, all Revolving Loans, Swingline Loans and Protective
Advances).



“Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or condition (financial or otherwise) of Holdings and its Restricted Subsidiaries, taken
as a whole (provided that any reduction in the value of any ACP Property or any equity interests in
any ACP Companies shall not constitute a material adverse effect under this clause (a)), (b) the
ability of the Credit Parties, taken as a whole, to perform any of their obligations under this
Agreement and the other Financing Documents, (c) the Collateral, or the Administrative Agent’s
Liens (on behalf of itself and for the ratable benefit of the Secured Parties) on the Collateral or
priority of such Liens or (d) the validity or enforceability of any of the Financing Documents or
the rights or remedies of the Administrative Agent or the Lenders thereunder.



“Material Indebtedness” means Funded Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Credit
Parties or any of their Restricted Subsidiaries in an aggregate principal amount exceeding
$10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the
obligations of any Credit Party or any Restricted Subsidiary in respect of any Swap Agreement at
any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such
Credit Party or such Restricted Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.



“Material Subsidiary” means (i) any Restricted Subsidiary (a) whose total assets
(based on book value) exceed $5,000,000 or (b) whose net income in any fiscal year exceeds
$1,000,000 or (c) whose revenues in any fiscal year exceed $5,000,000 and (ii) any Subsidiary of
Holdings formed after the Effective Date to hold any equity interests in Enrichment. On the
Effective Date there are no Material Subsidiaries, other than the Subsidiaries listed as “Material
Subsidiaries” on Schedule 3.17.



“Maturity Date” means May 31, 2012.



“Minimum Availability Amount” means, at any time of determination, the greater of (a)
10% of the aggregate Commitments of all of the Lenders at such time or (b) $32,500,000.



“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



“NAC Guaranty” means the Second Amended and Restated Guaranty dated as of the
Effective Date by NAC International, Inc. in favor of the Administrative Agent, for its own benefit
and the ratable benefit of the Secured Parties, as amended, modified or supplemented from time to
time.



“Net Amount of Eligible Inventory” means, at any time, the aggregate value, computed
at the lower of cost (on a weighted average cost method or such other method as complies with GAAP
subject to the proviso below) and current market value (as published by a third party source
reasonably satisfactory to the Administrative Agent), of Eligible Inventory of the Credit Parties;
provided that the Credit Parties may, upon reasonable prior notice to the Administrative
Agent, propose to change their inventory costing method, in which case the Administrative Agent
shall be entitled, in its Permitted Discretion upon reasonable prior notice to the Credit Parties,
to reconsider the inventory advance rate and perform a field examination and/or inventory appraisal
prior to any change in costing method becoming effective.



“Net Amount of Eligible Receivables” means, at any time, without duplication, the
gross amount of Eligible Receivables at such time less (i) to the extent included in Eligible
Receivables, sales, excise or similar taxes and (ii) to the extent not otherwise excluded from
Eligible Receivables, returns, discounts, claims, credits and allowances of any nature at any time
issued, owing, granted, outstanding, available to or claimed by the Customers in respect of such
Eligible Receivables.



“Net Income” means, for any period, the net income (or loss) of Holdings and its
Subsidiaries, determined, on a consolidated basis, in accordance with GAAP, consistently applied;
provided, however, that from and after the earlier to occur of (1) the first date
on which the American Centrifuge Project has commenced commercial operations or (2) the first day
of the first period for which the Borrowers are required to deliver the consolidating financial
statements to the Lenders pursuant to Section 5.01(h), Net Income shall be calculated based on the
net income (or loss) of Holdings and its Restricted Subsidiaries.



“Net Proceeds” means (a) with respect to the sale or other disposition by Holdings or
any of its Restricted Subsidiaries of any asset the excess, if any, of (i) the aggregate amount
received in cash (including any cash received by way of deferred payment pursuant to a note
receivable, other non-cash consideration or otherwise, but only as and when such cash is so
received) in connection with such sale or other disposition, over (ii) the sum of (A) the amount of
any Indebtedness which is secured by any such asset or which is required to be, and is, repaid in
connection with the sale or other disposition thereof (other than Indebtedness hereunder), (B) the
reasonable out-of-pocket expenses and fees incurred with respect to legal, investment banking,
brokerage, advisor and accounting and other professional fees, sales commissions and disbursements
and all other reasonable fees, expenses and charges, in each case actually incurred in connection
with such sale or disposition, (C) all income and transfer taxes payable in connection with such
sale or other disposition, whether actually paid or estimated to be payable in cash in connection
with such disposition or the payment of dividends or the making of other distributions of the
proceeds thereof, (D) reserves, required to be established in accordance with GAAP or the
definitive agreements relating to such disposition, with respect to such disposition, including
pension and other post-employment benefit liabilities, liabilities related to environmental matters
and liabilities under any indemnification obligations and (E) any amount required to be paid to any
Person owning an interest in the asset disposed of; provided, however, that Net
Proceeds shall not include such excess amount to the extent less than or equal to $1,000,000 per
fiscal year with respect to sales or other dispositions permitted pursuant to Section 6.03(c)(x);
(b) with respect to the issuance, sale or other disposition by Holdings or any of its Restricted
Subsidiaries of any Equity Interests or debt securities or other Indebtedness for borrowed money,
in each case, of Holdings or any of its Restricted Subsidiaries, the excess of (i) the aggregate
amount received in cash (including any cash received by way of deferred payment pursuant to a note
receivable, other non-cash consideration or otherwise, but only as and when such cash is so
received) in connection with such issuance, sale or other disposition, over (ii) the sum of (A) the
reasonable fees, commissions, discounts and other out-of-pocket expenses including related legal,
investment banking and accounting fees and disbursements incurred in connection with such issuance,
sale or other disposition, and (B) all income and transfer taxes payable or estimated in good faith
to be payable in connection with such issuance, sale or other disposition, whether payable at such
time or thereafter; and (c) with respect to a Casualty Event, the aggregate amount of proceeds
received in cash with respect to such Casualty Event, over the sum of (i) the reasonable expenses
incurred in connection therewith, (ii) the amount of any Indebtedness (other than Indebtedness
hereunder) secured by any asset affected thereby and required to be, and in fact, repaid in
connection therewith and (iii) all income and transfer taxes payable, whether actually paid or
estimated to be payable, in connection therewith.



“Non-Financed Capital Expenditures” means, for any period (a) the aggregate amount of
Capital Expenditures (other than ACP Expenditures to the extent (i) set forth on Schedule
1.03 hereof with respect to any period or portion thereof prior to the Effective Date or (ii)
permitted by Section 6.11 with respect to any period or portion thereof on or after the Effective
Date) made by Holdings and its Subsidiaries during such period minus (b) the aggregate
amount of proceeds received by Holdings and its Subsidiaries from the issuance of Equity Interests
and the incurrence of Funded Indebtedness (excluding the proceeds of Loans and Letters of Credit
and any proceeds from the issuance of Equity Interests of Holdings invested or designated for
investment in the ACP Companies) used to finance any Capital Expenditures during such period;
provided, however, that from and after the earlier to occur of (1) the first date
on which the American Centrifuge Project has commenced commercial operations or (2) the first day
of the first period for which the Borrowers are required to deliver the consolidating financial
statements to the Lenders pursuant to Section 5.01(h), Non-Financed Capital Expenditures will be
calculated with respect to Holdings and its Restricted Subsidiaries.



“Note” means (i) any Revolving Credit Note or (ii) the Swingline Note.



“Noticed Swap Obligation” means any Swap Obligation that, at or prior to the time that
any transaction relating to any such Swap Obligation is executed, the Lender or any Affiliate
thereof party thereto (other than Chase) shall have delivered written notice to the Administrative
Agent that such a transaction has been entered into and that it constitutes a Secured Obligation
entitled to the benefits of the Financing Documents.



“NRC” means the U.S. Nuclear Regulatory Commission, an agency of the U.S.
Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization
Act of 1974.



“Oak Ridge IRB Transaction” means the transaction described on Schedule
6.01(o).



“Obligations” means all unpaid principal of and accrued and unpaid interest on the
Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities
and other obligations of the Credit Parties to the Lenders or to any Lender, the Administrative
Agent, the Issuing Bank or any indemnified party arising under the Financing Documents.



“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered
into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of borrowing but which
does not constitute a liability on the balance sheets of such Person (other than operating leases).



“Other Taxes” means any and all present or future stamp or documentary taxes or other
excise or property taxes, charges or similar levies arising from any payment made or from the
execution, delivery or enforcement of, or otherwise with respect to, this Agreement other than
Excluded Taxes.



“Participant” has the meaning assigned to such term in Section 9.04 hereof.



“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



“Permits” has the meaning assigned to such term in Section 3.08(a) hereof.



“Permitted Acquisition” means any acquisition (whether by purchase, merger,
consolidation or otherwise) or series of related acquisitions by any Credit Party (other than any
acquisition constituting an ACP Expenditure or an acquisition of a Person, division or line of
business or a business unit of a Person that is or becomes an ACP Company financed with ACP Net
Equity Financing Proceeds or ACP Specified Grant Proceeds) of (a) all or substantially all of the
assets of a Person or division or line of business or a business unit of a Person, or (b) the
controlling Equity Interests in a Person which, in each case, meets each of the following criteria:



(i) at the time of and immediately after giving effect to such acquisition, no Default has
occurred and is continuing;



(ii) the Person being acquired or whose assets are being acquired or the division, line of
business or business unit being acquired is, in each case, engaged in a line of business permitted
under Section 6.03(b);



(iii) as soon as available, but not less than seven (7) Business Days prior to the closing of
such acquisition, the Credit Parties shall submit to the Administrative Agent (A) notice of such
acquisition, (B) copies of all business and financial information reasonably requested by the
Administrative Agent, (C) pro forma financial statements and a Borrowing Base Certificate which
demonstrate, on a pro forma basis (1) an Availability Percentage during the period of four
consecutive fiscal quarters most recently ended prior to the consummation of such acquisition
(determined as if all consideration for and the financing of such acquisition had been paid or
funded on the first day of such period) of not less than 30% and (2) a Fixed Charge Coverage Ratio
for the period of twelve consecutive months most recently ended prior to the consummation of such
acquisition (determined as if all consideration for and the financing of such acquisition had been
paid or funded on the first day of such period) of not less than 1.25 to 1.00; and (D) a
certificate of a Financial Officer certifying that such pro forma financial statements present
fairly in all material respects the financial condition of Holdings and its Restricted Subsidiaries
on a consolidated basis as of the date thereof after giving effect to such acquisition and setting
forth reasonably detailed calculations demonstrating compliance with the minimum Availability
Percentage and minimum Fixed Charge Coverage Ratio requirements set forth in clause (C) above, and
which shall include a representation and warranty as to compliance with each of the other criteria
for a “Permitted Acquisition”;



(iv) if the accounts receivable or inventory acquired in connection with such acquisition are
proposed to be included in the determination of the Borrowing Base and the Administrative Agent
elects to do so in its Permitted Discretion, the Administrative Agent shall have conducted an audit
and field examination and appraisal of such accounts receivable and inventory to its satisfaction;



(v) in connection with an acquisition of the Equity Interests of any Person, all Liens on the
inventory and accounts receivable of such Person, and on the Equity Interests of such Person, shall
be terminated, and in connection with an acquisition of the assets of any Person, all Liens on the
inventory and accounts receivable of such Person shall be terminated;



(vi) if such acquisition is structured as a merger involving a Credit Party and a Person that
is not a Credit Party, such Credit Party will be the surviving corporation;



(vii) no Credit Party shall, as a result of or in connection with any such acquisition, assume
or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation,
or other matters) that would reasonably be expected to have a Material Adverse Effect;



(viii) if, as a result of any such acquisition, a new Material Subsidiary is formed or
acquired, the Credit Parties shall comply with all applicable provisions of Section 5.11;



(ix) such acquisition shall have been approved by the board of directors (and, if required by
applicable law, the equity holders) of the entity to be acquired; and



(x) the total consideration paid by the Credit Parties for such acquisition, together with the
total consideration paid by Holdings and its Restricted Subsidiaries for all other acquisitions
from and after the Effective Date, shall not exceed $10,000,000 in the aggregate.



As used in clause (x) above, the term “total consideration” shall include all cash, deferred
payments, property or assumed Funded Indebtedness payable on or immediately after consummation of
an acquisition but shall not include Equity Interests of Holdings issued to the sellers in
connection with any such Acquisition.



“Permitted Discretion” means a determination made in good faith and in the exercise of
reasonable credit judgment (from the perspective of a secured asset based lender).



“Permitted Encumbrances” means:



(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance
with Section 5.07;



(b) (i) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing obligations that are not
overdue by more than thirty (30) days or are being contested in compliance with Section 5.07 and
(ii) landlord’s Liens arising by operation of law which are subordinated to the Liens in favor of
the Administrative Agent;



(c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or regulations or letters of
credit or guarantees issued in respect thereof;



(d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in
each case (i) in the ordinary course of business or (ii) in accordance with an Approved Capital
Expenditure Program (including , in the case of the immediately preceding clauses (i) and (ii), any
financial assurances under any contract entered into in connection therewith or to support
purchases by a third party on behalf of a Credit Party or a Restricted Subsidiary), or letters of
credit or guarantees issued in respect thereof;



(e) judgment liens in respect of judgments that do not constitute an Event of Default under
clause (j) of Section 7.01;



(f) easements, exceptions, reservations, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value of the affected
property or interfere with the ordinary conduct of business of the Credit Parties or any of their
Restricted Subsidiaries;



(g) liens arising in respect of operating leases and rights of consignors to property of such
consignors consigned to any Credit Party in the ordinary course of business;



(h) liens in favor of custom and revenue authorities arising as a matter of law to secure
payment of custom duties in connection with the importation of goods so long as such Liens attach
only to the imported goods;



(i) liens in favor of vendors of goods arising as a matter of law securing the payment of the
purchase price therefor so long as such Liens attach only to the purchased goods;



(j) inchoate liens incident to construction on or maintenance of property; or liens incident
to construction on or maintenance of property now or hereafter filed of record for which adequate
reserves have been set aside (or deposits made pursuant to applicable Law) and which are being
contested in good faith by appropriate proceedings and have not proceeded to judgment,
provided that, by reason of nonpayment of the obligations secured by such liens, no such
property is subject to a material impending risk of loss or forfeiture;



(k) defects and irregularities in title to any property which in the aggregate do not
materially impair the fair market value or use of the property for the purposes for which it is or
may reasonably be expected to be held;



(l) rights reserved to or vested in any Governmental Authority to control or regulate, or
obligations or duties to any Governmental Agency with respect to, any right, power, franchise,
grant, license, permit or use of any property;



(m) covenants, conditions, and restrictions affecting the use of property which in the
aggregate do not materially impair the fair market value or use of the property for the purposes
for which it is or may reasonably be expected to be held;



(n) liens consisting of any right of offset, or statutory bankers’ liens, on Deposit Accounts
(as defined in the Security Agreement) maintained in the ordinary course of business (including
rights of offset and statutory bankers’ liens securing Banking Services Obligations) so long as
such Deposit Accounts (as defined in the Security Agreement) are not established or maintained for
the purpose of providing such right of offset or bankers’ lien;



(o) other non-consensual liens incurred in the ordinary course of business but not in
connection with the incurrence of any Indebtedness, which do not in the aggregate, when taken
together with all other liens, materially impair the fair market value or use of the property for
the purposes for which it is or may reasonably be expected to be held;



(p) liens in favor of customers, processors or vendors on advances or deposits provided by
such customers, processors or vendors to or on behalf of the Credit Parties in the ordinary course
of business, which liens secure the repayment of such advances or deposits; and



(q) liens to secure escrow arrangements;



provided that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness (other than as set forth in clauses (d), (i), (n) and (p) above).



“Permitted Investments” means:



(a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition thereof;



(b) investments in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating obtainable from Standard
& Poor’s or P-1 from Moody’s Investors Service, Inc.;



(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any commercial bank
organized under the laws of the United States of America or any State thereof which has a combined
capital and surplus and undivided profits of not less than $500,000,000;



(d) investments in money market mutual funds having portfolio assets in excess of
$2,000,000,000 that comply with the criteria set forth in Securities and Exchange Commission Rule
2a-7 under the Investment Company Act of 1940 and are rated AAA by Standard & Poor’s or Aaa by
Moody’s Investors Service, Inc.;



(e) fully collateralized repurchase agreements with a term of not more than thirty (30) days
for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above;



(f) securities with maturities of one year or less from the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States of America, or any
political subdivision or taxing authority thereof, and rated at least A by Standard & Poor’s or
Moody’s Investors Service, Inc.;



(g) asset-backed auction rate securities with a credit rating of AAA from Standard & Poor’s or
Aaa from Moody’s Investors Service, Inc., which are repriced at least every thirty-five (35) days;
and



(h) in the case of any Foreign Subsidiary, investments of a comparable tenor and credit
quality to those described in the foregoing clauses (a) through (g) customarily utilized in
countries in which such Foreign Subsidiary operates for short term cash management purposes.



“Permits” has the meaning assigned to such term in Section 3.08(a) hereof.



“Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



“Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Borrowers or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.



“Predecessor” means United States Enrichment Corporation, a wholly-owned United States
Government corporation.



“Prime Rate” means the rate of interest per annum publicly announced from time to time
by Chase as its prime rate in effect at its offices at 270 Park Avenue in New York City; each
change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective.



“Protective Advance” has the meaning assigned to such term in Section 2.05(d) hereof.



“Real Property” means, as of any date of determination, all real property then or
theretofore owned, leased or occupied by the Credit Parties or any of their Subsidiaries.



“Receivables” means and includes all of a Person’s accounts, instruments, documents,
chattel paper and general intangibles, whether secured or unsecured, whether now existing or
hereafter created or arising, and whether or not specifically assigned to the Administrative Agent
for its own benefit and/or the ratable benefit of the Lenders.



“Register” has the meaning set forth in Section 9.04.



“Regulation U” means Regulation U of the Board, as the same is from time to time in
effect, and all official rulings and interpretations thereunder or thereof.



“Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.



“Report” means reports prepared by the Administrative Agent or another Person showing
the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from
information furnished by or on behalf of the Borrowers, after the Administrative Agent has
exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to
the Lenders by the Administrative Agent.



“Required Lenders” means, at any time, Lenders holding Loans, LC Exposure and unused
Commitments representing more than 50% of the unpaid principal amount of Loans, LC Exposure and
unused Commitments, all after giving effect to the terms of Section 2.16(f) and Section 2.18(b).



“Restricted Payment” means (a) any dividend or other distribution (whether in cash,
securities or other property) by Holdings or any Subsidiary with respect to any Equity Interests in
Holdings or any Subsidiary, (b) any payment by Holdings or any Subsidiary (whether in cash,
securities or other property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests
in Holdings or any Subsidiary or any option, warrant or other right to acquire any such Equity
Interests in Holdings or any Subsidiary or (c) any payment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including economic or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.



“Restricted Subsidiary” means any Subsidiary of Holdings other than (a) the ACP
Companies and (b) in the event that the Specified Entity constitutes a “Subsidiary” of Holdings
under the definition of Subsidiary set forth in this Section 1.01, the Specified Entity .



“Revolving Credit Commitment Fee” has the meaning set forth in Section 2.10(a).



“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
(a) the outstanding principal amount of such Lender’s Revolving Loans plus (b) such
Lender’s Swingline Exposure plus (c) such Lender’s LC Exposure plus (d) such
Lender’s Applicable Percentage of the aggregate principal amount of Protective Advances at such
time.



“Revolving Credit Note” means the promissory notes, substantially in the form of
Exhibit C-1 annexed hereto, issued by the Borrowers in favor of the Lenders to evidence the
Revolving Loans.



“Revolving Loan” means a Loan made by a Lender to the Borrowers pursuant to Section
2.01.



“Russian Contract” means that certain contract dated as of January 14, 1994 between
Enrichment, Executive Agent of the United States of America, and OAO Techsnabexport, Executive
Agent of the Federal Agency for Atomic Energy, Executive Agent of the Russian Federation (as the
same may from time to time be amended, modified, supplemented or restated in accordance with its
terms).



“Secured Obligations” means all Obligations, together with all (i) Banking Services
Obligations and (ii) Swap Obligations owing to one or more Lenders or their respective Affiliates.



“Secured Parties” has the meaning attributed to such term in the Security Agreement.



“Security Agreement” means the Second Amended and Restated Omnibus Pledge and Security
Agreement dated as of the date hereof, among the Credit Parties and the Administrative Agent, for
its own benefit and for the ratable benefit of the Secured Parties, as amended, modified or
supplemented from time to time.



“Specified Entity” has the meaning attributed to such term on Schedule
6.07(h).



“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject, with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.



“Subordinated Indebtedness” means Indebtedness of the Credit Parties subordinated in
right of payment to the Credit Parties’ monetary obligations under this Agreement or the other
Financing Documents (as applicable) upon terms substantially in the form of, or not less favorable
to the Lenders (as determined by the Administrative Agent in its Permitted Discretion) than the
subordination provisions contained in Exhibit D hereto.



“subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50% of the equity or
more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent.



“Subsidiary” means any direct or indirect subsidiary of Holdings; provided,
however, that, notwithstanding anything to the contrary set forth above in the definition
of “subsidiary”, so long as the Specified Entity would not constitute a subsidiary by reason of the
application of either clause (a) or (b) of the definition of “subsidiary” set forth above (it being
understood that no Credit Party shall be deemed to Control the Specified Entity for purposes of
such clause (b) solely by reason of such Credit Party entering into a management agreement with or
otherwise providing management services to the Specified Entity), the Specified Entity shall not be
regarded as a “Subsidiary” for purposes of this Agreement or any other Financing Document.



“Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that (i) no phantom stock or
similar plan providing for payments only on account of services provided by current or former
directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap
Agreement and (ii) no barter, exchange or conversion transaction involving goods or commodities
entered into by any Credit Party with any Person (other than a Lender or Affiliate thereof (other
than any such Affiliate engaged in the sale, purchase or processing of nuclear material)) shall be
a Swap Agreement.



“Swap Obligations” of a Person means any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Swap Agreement transaction.



“Swingline Exposure” means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall
be its Applicable Percentage of the total Swingline Exposure at such time.



“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.



“Swingline Loan” has the meaning ascribed to such term in Section 2.05(c) hereof.



“Swingline Maturity” has the meaning ascribed to such term in Section 2.05(g) hereof.



“Swingline Note” means the promissory note, substantially in the form of Exhibit
C-2 annexed hereto, issued by the Borrowers in favor of the Swingline Lender to evidence the
Swingline Loans.



“SWU Component” means the amount of effort, measured in separative work units,
required to enrich natural uranium hexafluoride (UF6nat) meeting the prevailing ASTM specification
for commercial UF6nat to produce enriched uranium hexafluoride (UF6e) meeting the prevailing ASTM
specification for commercial UF6e to a specific concentration (“assay”) of the isotope uranium 235
(U235) and depleted uranium hexafluoride “tails material” with a specific assay of U235.



“Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



“Transactions” means the execution, delivery and performance by the Credit Parties of
the Financing Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance
of Letters of Credit hereunder.



“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



“U.S. Lender” means a Lender that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code.



“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle B of Title IV of ERISA.



SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar
Loan”). Borrowings also may be classified and referred to by Type (e.g., an
“ABR Borrowing”).



SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.



SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrowers notify the Administrative Agent
that the Borrowers request an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. In calculating compliance with any of the financial
covenants (and related definitions), any amounts taken into account in making such calculations
that were paid, incurred or accrued in violation of any provision of this Agreement shall be added
back or deducted, as applicable, in order to determine compliance with such covenants.



SECTION 1.05 Joint and Several Obligations; Borrowers’ Agent.



(a) All obligations of the Borrowers hereunder shall be joint and several.



(b) Enrichment hereby authorizes Holdings and each Financial Officer of Holdings to act as
agent for the Borrowers, and to execute and deliver on behalf of the Borrowers such notices,
requests, waivers, consents, certificates, and other documents required or permitted to be
delivered by the Borrowers hereunder, and to take any and all actions required or permitted to be
taken by the Borrowers hereunder. Each Borrower hereby agrees that any such notices, requests,
waivers, consents, certificates and other documents executed and delivered by Holdings, or any
Financial Officer of Holdings, and any such actions taken by Holdings, or any Financial Officer of
Holdings, shall bind each Borrower.



ARTICLE II.




The Credits




SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability
Period in an aggregate principal amount that will not cause (a) such Lender’s Revolving Credit
Exposure to exceed such Lender’s Commitment, or (b) the Availability to be less than the Minimum
Availability Amount, subject to the Administrative Agent’s authority to make Protective Advances
pursuant to Section 2.05(d). Subject to the foregoing and within the foregoing limits, the
Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof
through the Availability Period, subject to the terms, provisions and limitations set forth herein.



SECTION 2.02 Loans and Borrowings.



(a) Each Revolving Loan (other than a Swingline Loan or Protective Advance) shall be made as
part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their
respective Commitments. The failure of any Lender to make any Revolving Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Revolving Loans as required.



(b) Subject to Section 2.06, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrowers may request in accordance herewith; provided that each
Swingline Loan and each Protective Advance shall be an ABR Loan. Each Lender at its option may
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Eurodollar Loan; provided that any exercise of such option shall not affect the
obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.



(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing
shall be in a minimum amount of $2,000,000 and an aggregate amount that is an integral multiple of
$100,000. At the time that each ABR Borrowing (other than a Swingline Loan or Protective Advance)
is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000
and not less than $100,000 (except that the foregoing limitation shall not be applicable to the
extent that the proceeds of such Borrowing are requested to be disbursed to the Borrowers’
controlled disbursement account maintained with the Administrative Agent); provided that an
ABR Revolving Loan may be in an aggregate amount that is equal to the entire unused balance of the
total Commitments or that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.04(e) or to finance the reimbursement of a Swingline Loan as contemplated
by Section 2.05(g). Borrowings of more than one Type may be outstanding at the same time;
provided that there shall not at any time be more than a total of six (6) Eurodollar
Borrowings outstanding.



(d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



SECTION 2.03 Requests for Borrowings. To request a Borrowing, the Borrowers shall
notify the Administrative Agent of such request by writing, facsimile or telephone (a) in the case
of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days
before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, including an ABR
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) or
to finance the reimbursement of a Swingline Loan as contemplated by Section 2.05(g), not later than
11:00 a.m., New York City time, on the same Business Day of the proposed Borrowing;
provided that notice of Borrowings for Swingline Loans shall be governed by Section
2.05(e). Each such Borrowing Request shall be irrevocable and if given by telephone shall be
confirmed (except that no such confirmation will be required, unless requested by the
Administrative Agent, to the extent the proceeds of such Borrowing are requested, or deemed to be
requested, to be disbursed to Borrowers’ controlled disbursement account maintained with the
Administrative Agent, in which event Borrowing and repayment procedures shall be in accordance with
the cash management arrangements between the Borrowers and the Administrative Agent and as
contemplated by Section 4.4(b) of the Security Agreement) promptly by writing or fax to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent
and signed by an authorized signer of the Borrowers as set forth in the Facility Letter. Each such
telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.02:




(i) the aggregate amount of the requested Borrowing;




(ii) the date of such Borrowing, which shall be a Business Day;




(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;




(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the
term “Interest Period”; and




(v) the location and number of the Borrowers’ account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.05.



If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one (1)
month’s duration. Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of
the amount of such Lender’s Loan to be made as part of the requested Borrowing.



SECTION 2.04 Letters of Credit.



(a) General. Subject to the terms and conditions set forth herein, the Borrowers may
request the issuance of Letters of Credit for the account of either Borrower or for the account of
any Guarantor, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the Borrowers to, or entered into by
the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control. If the Issuing Bank issues any Letter of Credit for the account of
any Guarantor, each Borrower shall be jointly and severally liable to the Issuing Bank with respect
to such Letter of Credit as if such Letter of Credit had been issued for the account of one of the
Borrowers.



(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrowers shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (at least three (3) Business Days in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, the Borrowers also shall submit a letter of credit application on
the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter
of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC
Exposure shall not exceed the LC Sublimit, and (ii) the Availability shall not be less than the
Minimum Availability Amount.



(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension); provided that a Letter of Credit may provide that its expiration date shall be
automatically extended (but not beyond the date specified in clause (ii) below) to a date not more
than one year after the then outstanding expiration date unless, at least a specified number of
days prior to such then existing expiration date, the Issuing Bank shall have given the beneficiary
thereof notice, in a form that may be specified in such Letter of Credit, that such expiration date
shall not be so extended, and (ii) the date that is five (5) Business Days prior to the Maturity
Date.



(d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrowers for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever.



(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York
City time, on the date that such LC Disbursement is made, if the Borrowers shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Borrowers prior to such time on such date, then not later than
12:00 noon, New York City time, on (i) the Business Day that the Borrowers receive such notice, if
such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Borrowers receive such notice, if such notice
is not received prior to such time on the date of receipt; provided that, (A) if such LC
Disbursement is not less than $100,000, the Borrowers may, subject to the conditions to borrowing
set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR
Revolving Loan, or (B) the Borrowers may, subject to the conditions to borrowing Swingline Loans
set forth in Section 2.05, request in accordance with Section 2.05 that such payment be financed
with a Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the
Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrowers, in the same manner as provided in Section 2.05 with
respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such
Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant
to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall
not relieve the Borrowers of their obligation to reimburse such LC Disbursement.



(f) Obligations Absolute. The Borrowers’ joint and several obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall, to the fullest extent permitted
under applicable law, be absolute, unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect (other than under circumstances which constitute
gross negligence or willful misconduct on the part of the Issuing Bank as finally determined by a
court of competent jurisdiction), (iii) payment of the Issuing Bank under a Letter of Credit
against presentation of a draft or other document that does not comply with the terms of such
Letter of Credit (other than under circumstances which constitute gross negligence or willful
misconduct on the part of the Issuing Bank as finally determined by a court of competent
jurisdiction), or (iv) any other event or circumstance whatsoever, whether or not similar to any of
the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall
have any liability or responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any
of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Bank; provided that the foregoing shall not be construed to excuse
the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent
permitted by applicable law) suffered by the Borrowers that are caused by the Issuing Bank’s
failure to exercise care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the
absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents presented which appear on
their face to be in compliance with the terms of a Letter of Credit, the Issuing Bank may, in its
sole discretion, either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.



(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrowers by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrowers of their obligation to reimburse the Issuing
Bank and the Lenders with respect to any such LC Disbursement.



(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the
Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.11(d) shall apply. Interest accrued pursuant to this paragraph shall be
for the account of the Issuing Bank, except that interest accrued on and after the date of payment
by any Lender pursuant to paragraph (c) of this Section to reimburse the Issuing Bank shall be for
the account of such Lender to the extent of such payment.



(i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.



(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Borrowers receive notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the
“LC Collateral Account”), an amount in cash equal to 105% of the LC Exposure as of such
date plus accrued and unpaid interest thereon; provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become immediately due
and payable, without demand or other notice of any kind, upon the occurrence of any Event of
Default with respect to any Borrower described in clause (h) or (i) of Section 7.01. Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the
Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such account and the Borrowers hereby grant the
Administrative Agent a security interest in the LC Collateral Account. Other than any interest
earned on such cash collateral while it is on deposit in the LC Collateral Account, such deposits
shall not bear interest (it being understood that cash collateral on deposit in the LC Collateral
Account may or may not bear interest, at the option and in the discretion of the Administrative
Agent). Interest or profits, if any, on such investments shall accumulate in such account. Moneys
in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held
for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to
satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the
extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days
after all Defaults in existence at such time have been cured or waived or the LC Exposure for which
the cash collateral was posted has been eliminated. If cash collateral is required to satisfy the
Borrowers’ obligations with respect to the LC Exposure, any amounts in excess of the amount
required to satisfy such obligations shall be returned to the Borrowers within fifteen (15)
Business Days after receipt by the Administrative Agent of the Borrowers’ request for a return of
such excess amount.



(k) Treatment of Existing Letters of Credit. All Letters of Credit issued and
outstanding under (and as defined in) the Existing Credit Agreement as of the Effective Date shall
remain outstanding on the Effective Date and shall be continued and deemed to constitute “Letters
of Credit” hereunder, and the Administrative Agent and the Lenders shall, on the Effective Date,
take such actions, and make such adjustments among themselves, as shall be necessary so that the
obligations to purchase risk participations in respect of such Letters of Credit are held hereunder
pro rata by the Lenders in accordance with their Applicable Percentages.



SECTION 2.05 Funding of Borrowings. 



(a) General. Each Lender shall make each Revolving Loan to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York
City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders, provided that Swingline Loans shall be made as provided
in Section 2.05(c) and Protective Advances shall be made as provided in Section 2.05(d). The
Administrative Agent will make such Revolving Loans available to the Borrowers by promptly
crediting the amount so received, in like funds, to an account of the Borrowers maintained with the
Administrative Agent in New York City and designated by the Borrowers either one Business Day prior
to the Effective Date or in the applicable Borrowing Request; provided that ABR Revolving
Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.04(e)
shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance
shall be retained by the Administrative Agent.



(b) Administrative Agent’s Reliance on Lenders’ Commitments. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed time of any
Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share
of such Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the Borrowers a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrowers to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate
applicable to ABR Loans, but without prejudice to any claim that the Borrowers may have against
such Lender. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Revolving Loan included in such Borrowing.



(c) Swingline Loans. Notwithstanding anything to the contrary in this Agreement,
subject to the terms and conditions set forth herein, the Swingline Lender may, in its discretion,
agree to make advances (each, a “Swingline Loan”) to the Borrowers from time to time during
the Availability Period, in an aggregate principal amount at any time outstanding that will not
cause (i) the aggregate principal amount of outstanding Swingline Loans to exceed $15,000,000 or
(ii) except as otherwise provided in Section 2.05(d), Availability to be less than the Minimum
Availability Amount; provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Swingline Loans. All Swingline Loans shall be ABR Borrowings.



(d) Protective Advances. Notwithstanding anything to the contrary set forth herein,
subject to the limitations set forth below, from time to time at any time on or after and during
the continuance of an Event of Default or upon any other failure of a condition precedent to the
funding of Loans or the issuance of Letters of Credit hereunder, the Administrative Agent is
authorized by the Borrowers and the Lenders, in the Administrative Agent’s sole discretion (but
shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders,
which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to
preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or
maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other
amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this
Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as
described in Section 9.03) and other sums payable under the Financing Documents (any of such Loans
are herein referred to as “Protective Advances”); provided that, the aggregate
amount of Protective Advances outstanding at any time shall not at any time exceed the greater of
(A) an amount equal to 5% of the aggregate Commitments of all of the Lenders or (B) $12,500,000;
provided further that the aggregate amount of outstanding Protective Advances shall not
cause (1) the aggregate Revolving Credit Exposure of all of the Lenders to exceed the aggregate
Commitments or (2) the Revolving Credit Exposure of any Lender to exceed such Lender’s Commitment.
Protective Advances may be made even if Availability would be less than the Minimum Availability
Amount after giving effect to the making of any such Protective Advance (provided that no
Protective Advance which causes Availability to be less than the Minimum Availability Amount may
remain outstanding for more than 45 consecutive days). The Protective Advances shall be secured by
the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute
Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative
Agent’s authorization to make Protective Advances may be revoked at any time by the Required
Lenders. Any such revocation must be in writing and shall become effective prospectively upon the
Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the
conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may
request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other
time the Administrative Agent may require the Lenders to fund their risk participations described
below in this Section 2.05(d). Upon the making of a Protective Advance by the Administrative Agent
(whether before or after the occurrence of a Default), each Lender shall be deemed, without further
action by any party hereto, to have unconditionally and irrevocably purchased from the
Administrative Agent without recourse or warranty, an undivided interest and participation in such
Protective Advance in proportion to its Applicable Percentage. The Administrative Agent, at any
time in its sole and absolute discretion, may require that each Lender fund its participation in
the then outstanding principal amount of all Protective Advances by giving each Lender notice
thereof. Upon the giving of such notice by the Administrative Agent, each Lender shall comply with
its obligations under this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.05(b) with respect to Loans made by such Lender (and Section 2.05
shall apply, mutatis mutandis, to the payment obligations of the Lenders). From and after the
date, if any, on which any Lender is required to fund its participation in any Protective Advance
purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such
Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of
Collateral received by the Administrative Agent in respect of such Protective Advance.



(e) Swingline Loan Request. To request a Swingline Loan, the Borrowers shall notify
the Swingline Lender of such request by telephone (confirmed by telecopy), not later than 1:00
p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the
requested Swingline Loan. If, in its discretion, the Swingline Lender agrees to make any Swingline
Loan requested by the Borrowers, the Swingline Lender shall make such Swingline Loan available to
the Borrowers by remitting funds to an account of the Borrowers maintained with the Administrative
Agent and designated by the Borrowers at the time of such request (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement, by remittance to the Issuing Bank) by
2:00 p.m., New York City time, on the requested date of such Swingline Loan.



(f) Lender Participation. On the date a Swingline Loan is made by the Swingline
Lender, the Swingline Lender shall be deemed without further action by any party hereto, to have
sold to each Lender, and each Lender shall be deemed, without further action by any party hereto,
to have purchased from the Swingline Lender, a risk participation to the extent of such Lender’s
Applicable Percentage in the Swingline Loan so made, such participation to be funded in accordance
with clause (g) of this Section 2.05.



(g) Repayment of Swingline Loans; Funding of Participation. The Borrowers jointly and
severally promise to pay to the order of the Swingline Lender for its own account the outstanding
principal amount of each Swingline Loan on the earliest of (i) the Maturity Date, (ii) the date
which is seven (7) days after the Swingline Loan is made and (iii) the date after a Swingline Loan
is made when any other Loan is made pursuant to a formal Borrowing Request under Section 2.03 (the
earliest of such date with respect to a Swingline Loan herein, the “Swingline Maturity”).
Subject to the other terms and conditions of this Agreement, the Borrowers may repay a Swingline
Loan on its Swingline Maturity under clause (ii) above or at any time prior thereto by requesting
another Loan in accordance with the terms hereof and with the proceeds of such other Loan payable
to the Swingline Lender for its own account. The Administrative Agent, on behalf of the Swingline
Lender, shall require that each Lender fund its participation in the then outstanding principal
amount of all Swingline Loans on at least a weekly basis by giving each Lender notice thereof by
facsimile, telephone or e-mail no later than 11:00 a.m. (New York City time) on the date of such
required funding. Additionally, if the Borrowers shall not have repaid a Swingline Loan by 1:00
p.m. (New York City time) on the corresponding Swingline Maturity, the Swingline Lender will
notify each Lender of the aggregate principal amount of the Swingline Loan which has not been
repaid. Upon the giving of any notice by the Swingline Lender under either of the preceding two
sentences, each Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.05(b) with respect to
Loans made by such Lender (and Section 2.05(b) shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Lenders. Amounts funded by a Lender under this
Section 2.05(g) shall be deemed to constitute ABR Revolving Loans hereunder.



(h) Participation Obligations Absolute; Failure to Fund Participation. The
obligations of a Lender to fund its participation in the Swingline Loans and Protective Advances in
accordance with the terms hereof shall be absolute, unconditional, and irrevocable and shall be
performed strictly in accordance with the terms of the Financing Documents under all circumstances
whatsoever, including without limitation, the following circumstances: (i) any lack of validity of
any Financing Document; (ii) the existence of any Default; (iii) the existence of any claim,
set-off, counterclaim, defenses, or other rights which such Lender, any Credit Party, or any other
Person may have; (iv) the occurrence of any event that has or would reasonably be expected to have
a Material Adverse Effect; (v) the failure of any condition to a Loan under Article IV to be
satisfied; (vi) the fact that after giving effect to the funding of the participation Availability
may be less than the Minimum Availability Amount; or (vii) any other circumstance whatsoever,
whether or not similar to any of the foregoing. If a Lender fails to fund its participation in a
Swingline Loan or Protective Advance as required hereby, such Lender shall remain obligated to pay
to the Swingline Lender or the Administrative Agent, as applicable, the amount it failed to fund on
demand together with interest thereon in respect of the period commencing on the date such amount
should have been funded until the date the amount was actually funded at a rate per annum equal to
the Federal Funds Effective Rate for such period and the Administrative Agent shall be entitled to
offset against any and all sums to be paid to such Lender hereunder the amount due under this
sentence. The Administrative Agent shall notify the Borrowers of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any
amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the
Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of
a sale of participations therein shall be promptly remitted to the Administrative Agent; any such
amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear. Any amounts received by the Administrative Agent in respect
of a Protective Advance after receipt by the Administrative Agent of the proceeds of a sale of a
participation therein shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to Section 2.05(d) and this Section 2.05(h). The purchase
of participations in a Swingline Loan or Protective Advance pursuant to this paragraph shall not
relieve the Borrowers of any default in the payment thereof.



SECTION 2.06 Interest Elections.



(a) Each Borrowing on the Effective Date shall be at the Alternate Base Rate and thereafter
shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. The
Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing
and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrowers may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. This Section shall not apply to Swingline Borrowings or
Protective Advances which may not be converted or continued.



(b) To make an election pursuant to this Section, the Borrowers shall notify the
Administrative Agent of such election in writing or by facsimile transmission or by telephone
(confirmed in writing or by fax) by the time that a Borrowing Request would be required under
Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Borrowers.



(c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02;




(i) the Borrowing to which such Interest Election Request applies and, if
different options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);




(ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period
to be applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of the term “Interest Period”.



If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one (1)
month’s duration.



(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting
Borrowing.



(e) If the Borrowers fail to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies Borrowers, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) each
Eurodollar Borrowing, unless repaid as provided herein, shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.



SECTION 2.07 Termination, Reduction and Increase of Commitments.



(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.



(b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of
all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of
Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively,
with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash
deposit (or at the discretion of the Administrative Agent a back up standby letter of credit
satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii)
the payment in full of the accrued and unpaid fees, (iv) the payment in full of all reimbursable
expenses and other Obligations together with accrued and unpaid interest and (v) the furnishing to
the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back
up standby letter of credit satisfactory to the Administrative Agent) in connection with any
Secured Obligations consisting of Banking Services Obligations or Noticed Swap Obligations, in each
case, in such amounts as the Lenders (or Affiliates thereof) providing such Banking Services
Obligations or Noticed Swap Obligations, as applicable, may require (as such amount shall be
certified to the Administrative Agent in writing from such Lender or Affiliate)(unless such Banking
Services Obligations or Noticed Swap Obligations, as applicable, are paid in full in cash and
terminated in a manner reasonably satisfactory to such Lender or Affiliate)..



(c) The Borrowers may from time to time reduce the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than $5,000,000 and (ii) the Borrowers shall not reduce the Commitments if, after giving
effect to any concurrent prepayment of the Loans in accordance with Section 2.09, Availability
would be less than the Minimum Availability Amount.



(d) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraphs (b) or (c) of this Section at least three (3) Business Days prior
to the effective date of such termination or reduction, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
applicable Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to
this Section shall be irrevocable; provided that a notice of termination of the Commitments
delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to
the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments shall be made ratably among the Lenders with Commitments in accordance with their
respective Commitments.



(e) The Borrowers shall have the right to increase the aggregate Commitments by obtaining
additional Commitments, either from one or more of the Lenders or another lending institution
provided that (i) any such request for an increase shall be in a minimum amount of
$15,000,000, (ii) the Borrowers may make a maximum of three (3) such requests, (iii) the aggregate
amount of additional Commitments obtained under this Section 2.07(e) shall not exceed $125,000,000,
(iv) the Administrative Agent has approved the identity of any such new Lender, such approval not
to be unreasonably withheld or delayed, (v) any such new Lender assumes all of the rights and
obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.07(f) have been
satisfied.



(f) Any amendment hereto for such an increase or addition shall be in form and substance
satisfactory to the Administrative Agent and shall only require the written signatures of the
Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Commitments,
subject only to the approval of all Lenders if any such increase would cause the aggregate amount
of the Commitment of all of the Lenders to exceed $350,000,000. As a condition precedent to such
an increase, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each
Credit Party (in sufficient copies for each Lender) signed by an authorized officer of such Credit
Party (A) certifying and attaching the resolutions adopted by such Credit Party approving or
consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and
immediately after giving effect to such increase, (x) the representations and warranties contained
in Article III and the other Financing Documents are true and correct in all material respects
(except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) on and as of
such date , except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date, and (y) no Default
exists and (ii) such customary opinions, certificates and other documents as the Administrative
Agent may reasonably request in connection therewith (but in any event, consistent with those
opinions, certificates and other documents delivered on the Effective Date), all of which shall be
in form and substance reasonably satisfactory to the Administrative Agent.



(g) Within a reasonable time after the effective date of any increase, the Administrative
Agent shall, and is hereby authorized and directed to, revise Schedule 2.01 to reflect such
increase and shall distribute such revised Schedule to each of the Lenders and the Borrowers,
whereupon such revised Schedule shall replace the old Schedule 2.01 and become part of this
Agreement. On the Business Day following any such increase, all outstanding ABR Borrowings shall
be reallocated among the Lenders (including any newly added Lenders) in accordance with the
Lenders’ respective revised Applicable Percentages. Eurodollar Borrowings shall not be reallocated
among the Lenders prior to the expiration of the applicable Interest Period in effect at the time
of any such increase.



SECTION 2.08 Repayment of Loans; Evidence of Debt.



(a) The Borrowers hereby jointly, severally and unconditionally promise to pay (i) to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid principal
amount of each Protective Advance on the earlier of the Maturity Date and demand by the
Administrative Agent. Swingline Loans shall be repaid as provided in Section 2.05(g).



(b) At all times during a Full Cash Dominion Period, on each Business Day, the Administrative
Agent shall apply all funds credited to the Collection Account on such Business Day or the
immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not
immediately available) as follows: (i) if no Event of Default shall have occurred and be continuing
at such time, first to prepay any Protective Advances that may be outstanding,
second to prepay pro rata the Revolving Loans (including Swing Line Loans), third
to cash collateralize outstanding LC Exposure, but only if and to the extent cash collateralization
is required pursuant to Section 2.04(j) or Section 2.18(c), and fourth the balance, if any,
to the Borrowers’ general operating account; or (ii) if an Event of Default shall have occurred and
be continuing at such time, in accordance with the provisions of Section 2.16(b).



(c) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.



(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrowers
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.



(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this
Section shall be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the obligation of the
Borrowers to repay the Loans in accordance with the terms of this Agreement. At the Borrowers’
request, the Administrative Agent shall provide a report of such accounts to the Borrowers and work
in good faith to reconcile any discrepancies with the Borrowers.



(f) Prior to the Effective Date to the extent requested by a Lender, the Borrowers shall
prepare, execute and deliver to such Lender a Revolving Credit Note in the principal amount of such
Lender’s Commitment. Thereafter, the Loans evidenced by such promissory note, if any, and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by
one or more promissory notes in such form payable to the order of the payee named therein (or, if
such promissory note is a registered note, to such payee and its registered assigns). Prior to the
Effective Date to the extent requested by the Swingline Lender, the Borrowers shall prepare,
execute and deliver to the Swingline Lender the Swingline Note to evidence the Swingline Loans.
Each Lender that holds a promissory note issued pursuant to the Existing Credit Agreement shall
deliver the original of such promissory note to the Administrative Agent for cancellation promptly
following the Effective Date.



SECTION 2.09 Prepayment of Loans.



(a) Optional Prepayment. The Borrowers shall have the right at any time and from time
to time to prepay any Loans in whole or in part, subject to the requirements of this Section and
Section 2.14. Each optional prepayment of Loans shall be made ratably among the Loans of the
Lenders (except that prepayments of Swingline Loans shall be made solely to the Swingline Lender),
and such prepayments shall be made with respect to such Types of Loans as the Borrowers may specify
by notice to the Administrative Agent at or before the time of such prepayment as provided in
Section 2.09(d) below. Prepayments shall be accompanied by accrued interest to the extent required
by Section 2.11.



(b) Mandatory Prepayments. The Borrowers shall be obligated to prepay the Loans as
follows:




(i) Overadvances. Except as otherwise expressly provided in Section
2.05(d), if, at any time, Availability shall be less than the Minimum Availability
Amount, the Borrowers shall prepay Revolving Loans or Swingline Loans in an
aggregate amount necessary to cause Availability to be greater than or equal to the
Minimum Availability Amount, and such prepayment shall be applied in accordance with
Section 2.09(c). Notwithstanding the foregoing provisions of this paragraph, if at
any time the Borrowers are required to make a prepayment under this paragraph the
Borrowers would incur breakage costs under Section 2.14 as a result of LIBOR Loans
being prepaid other than on the last day of an Interest Period applicable thereto,
the Borrowers may cause an amount equal to such required prepayment to be deposited
into a cash collateral account with the Administrative Agent as provided in Section
2.14.




(ii) Asset Sales and Casualty Events. Within three (3) Business Days
of the receipt by any Credit Party or any Restricted Subsidiary of any Net Proceeds
from the sale or other disposition (including those arising from a Casualty Event)
of any assets of the Credit Parties or any of their Restricted Subsidiaries (other
than dispositions permitted pursuant to Sections 6.03(c)(i),(ii), (ix) or (xii)),
the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to
100% of the Net Proceeds received, any prepayment to be applied in accordance with
Section 2.09(c), provided that so long as no Full Cash Dominion Period is in
effect at the time of the receipt of such Net Proceeds, no prepayment on account of
any asset sale or disposition shall be required under this clause (ii).




(iii) Sale of Equity. Within three (3) Business Days of the receipt by
any Credit Party or any Restricted Subsidiary of any Net Proceeds of the
consummation of the issuance of any Equity Interests of Holdings or any Restricted
Subsidiary (other than (A) the issuance of any Equity Interest in connection with
any incentive plans available to officers, directors or employees of Holdings or any
of its Subsidiaries, (B) the issuance of any Equity Interests by any Subsidiary to
Holdings or any other Subsidiary or (C) the issuance of any Equity Interest to
sellers in connection with a Permitted Acquisition), the Borrowers shall make a
mandatory prepayment of the Loans in an amount equal to 100% of the Net Proceeds
received, any prepayment to be applied in accordance with Section 2.09(c),
provided that so long as no Full Cash Dominion Period is in effect at the
time of the receipt of the proceeds of such issuance, no prepayment on account of
the issuance of any such Equity Interests shall be required under this clause (iii).




(iv) Incurrence of Indebtedness. Within three (3) Business Days of the
receipt by any Credit Party or any Restricted Subsidiary of any Net Proceeds of the
consummation of the issuance of any debt securities or other Indebtedness for
borrowed money of Holdings or any Restricted Subsidiary (other than Indebtedness
permitted pursuant to clauses 6.01(a) through (h), (l), (m), (n) or (o)), the
Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 100%
of the Net Proceeds received, any prepayment to be applied in accordance with
Section 2.09(c), provided that so long as no Full Cash Dominion Period is in
effect at the time of the receipt of the proceeds of such issuance, no prepayment on
account of the issuance of any such debt securities or Indebtedness shall be
required under this clause (iv).



(c) Application of Mandatory Prepayments. In the event of any mandatory prepayment
pursuant to Section 2.09(b), such prepayment shall be accompanied by accrued interest to the extent
required by Section 2.11 and shall be applied, (i) first, as a payment of accrued and unpaid
interest on any Protective Advances, (ii) second, as a payment of the outstanding principal amount
of any Protective Advances, (iii) third, as a pro rata payment of accrued and unpaid interest on
Swingline Loans, (iv) fourth, as a pro rata payment of the outstanding principal amount of the
Swingline Loans, (v) fifth, as a pro rata payment of accrued and unpaid interest on the Revolving
Loans (other than Swingline Loans), (vi) sixth, as a pro rata payment of the outstanding principal
amount, of the Revolving Loans (other than Swingline Loans), and (vii) seventh, to the repayment
of any other Obligations of the Borrowers to the Administrative Agent and the Lenders which are
then due and outstanding.



(d) Notice of Prepayment. The Borrowers shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 12:00 noon, New York City time three (3) Business Days before
the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later
than 12:00 noon, New York City time, one Business Day before the date of prepayment, and (iii) in
the case of a prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the
date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided that,
if a notice of prepayment is given under the circumstances in which a conditional notice of
termination of the Commitments is permitted as contemplated by Section 2.07, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07.
Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of
the same Type as provided in Section 2.02 (except that the foregoing shall not be applicable (i) to
the extent that the payment is made from the operation of Borrowers’ controlled disbursement
account maintained with the Administrative Agent, (ii) to a prepayment in full of the aggregate
principal amount of a Borrowing then outstanding or (iii) to the extent necessary to apply fully
the required amount of a mandatory prepayment).



SECTION 2.10 Fees.



(a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a
commitment fee (the “Revolving Credit Commitment Fee”), which shall accrue at the
Applicable Commitment Rate on the average of the daily amount of the unused Commitment of such
Lender during the period from and including the Effective Date to but excluding the date on which
such Commitment terminates. Accrued Revolving Credit Commitment Fees shall be payable quarterly in
arrears on the first Business Day of January, April, July and October of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur after the date
hereof. All Revolving Credit Commitment Fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). For purposes of computing Revolving Credit Commitment Fees, a Commitment of a
Lender shall be deemed to be used to the extent of the outstanding Revolving Loans, Swingline Loans
and LC Exposure of such Lender.



(b) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a
participation fee with respect to its participation in Letters of Credit, which shall accrue for
each day during the period from and including the Effective Date to but excluding the later of the
date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, at a rate per annum equal to the Applicable Margin with respect to interest on
Eurodollar Loans for such day, in each case multiplied by the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as
a fronting fee to the Issuing Bank at a rate of 0.125% per annum on the face amount of each Letter
of Credit payable in advance and the Issuing Bank’s standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees accrued through and including the last day of each calendar month shall be
payable on the first Business Day of each calendar month following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees shall be
payable on the date on which the Commitments terminate and any such fees accruing after the date on
which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing
Bank pursuant to this paragraph shall be payable to the Issuing Bank on demand. All participation
and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day).



(c) The Borrowers agree to pay to the Administrative Agent and each Joint Lead Arranger, for
its own account, fees in the amounts and at the times separately agreed upon in writing between the
Borrowers and the Administrative Agent or Joint Lead Arranger, as applicable.



(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of commitment fees and participation fees, to the Lenders. Absent any
error in the calculation thereof, fees paid shall not be refundable under any circumstances.



SECTION 2.11 Interest.



(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear
interest for each day on which any principal of such Loans remains outstanding at the Alternate
Base Rate for such day plus the Applicable Margin for such day.



(b) The Loans comprising each Eurodollar Borrowing shall bear interest for each day during
each Interest Period applicable thereto at the Adjusted LIBO Rate for such Interest Period plus the
Applicable Margin for such day.



(c) Each Protective Advance shall bear interest at the Alternate Base Rate plus the Applicable
Margin for Revolving Loans plus 2%.



(d) Notwithstanding the foregoing, (i) during the period when any Event of Default of the type
described in Section 7.01(g) or (h) shall have occurred and be continuing, (A) all Loans shall
automatically and without notice to the Borrowers bear interest at 2% plus the rate otherwise
applicable to such Loans as provided in the preceding paragraphs of this Section and (B) in the
case of any other amount outstanding hereunder, such amount shall automatically and without notice
to the Borrowers accrue at 2% plus the rate applicable to such fee or other obligation as provided
and (ii) if there shall occur and be continuing any Event of Default (other than an Event of
Default described in Section 7.01(g) or (h)), following written notice delivered to the Borrowers
by the Administrative Agent at the request of the Required Lenders (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the
consent of “each Lender directly affected thereby” for reductions in interest rates), (A) all Loans
shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the
preceding paragraphs of this Section during the period beginning on the date such Event of Default
first occurred and ending on the date such Event of Default is cured or waived and (B) in the case
of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable
to such fee or other obligation as provided during the period beginning on the date such Event of
Default first occurred and ending on the date such Event of Default is cured or waived.



(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan, on the Maturity Date and, upon termination of the Commitments; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Eurodollar Loan, accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in
the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period
therefor, accrued interest on such Eurodollar Loan shall be payable on the effective date of such
conversion.



(f) All interest hereunder shall be computed on the basis of a year of 360 days for Eurodollar
Loans (and for ABR Loans based on the Adjusted LIBO Rate) and 365/366 days for ABR Loans (including
Swingline Loans but excluding ABR Loans based on the Adjusted LIBO Rate), and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error.



SECTION 2.12 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:



(a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate, for such Interest Period; or



(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate
for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining their Loans included in such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by
telephone or telecopy, as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer
exist (which notification shall be made promptly after the Administrative Agent obtains knowledge
of the cessation of such circumstances), (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall
be ineffective and (ii) if any Borrowing Request or Interest Election Request requests a Eurodollar
Borrowing, such Borrowing shall be made as an ABR Borrowing.



SECTION 2.13 Increased Costs.



(a) If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or the Issuing Bank; or




(ii) impose on any Lender or the Issuing Bank or the London interbank market
any other condition affecting this Agreement or Eurodollar Loans made by such Lender
or any Letter of Credit or participation therein (other than with respect to
Indemnified Taxes or Other Taxes, which shall be governed by Section 2.15 and
Excluded Taxes);



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Eurodollar Loan)
or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such
Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise with respect to
its Eurodollar Loans or its maintenance of, or participation in, Letters of Credit), then the
Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.



(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered.



(c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail the
calculation of the amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be
delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay
such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such
certificate on demand.



(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrowers shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 270-day period referred to above shall be extended to include
the period of retroactive effect thereof.



SECTION 2.14 Break Funding Payments. In the event of (a) the payment of any principal
of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in
accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to
Section 2.17, then, in any such event, the Borrowers shall compensate each Lender for the loss,
cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the principal amount of
such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid
were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender setting forth in
reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The
Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof. Notwithstanding the foregoing, the Borrowers shall not be required to
make any prepayment of a Eurodollar Borrowing pursuant to Section 2.09(b) until the last day of the
Interest Period with respect thereto so long as an amount equal to such prepayment
is deposited by the Borrowers into a cash collateral account with the Administrative Agent and
applied to such prepayment on the last day of such Interest Period.



SECTION 2.15 Taxes.



(a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrowers shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers
shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.



(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



(c) The Borrowers shall jointly and severally indemnify the Administrative Agent, each Lender
and the Issuing Bank, within ten (10) days after written demand therefor, for (i) the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the
Issuing Bank, as the case may be, on or with respect to any payment by or on account of any
obligation of the Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority and (ii) any and all losses, claims, damages, liabilities and related expenses arising
out of, in connection with or as a result of the failure of the Borrowers to deliver to the
Administrative Agent the required receipts or other required documentary evidence with respect to a
payment made by the Borrowers for Taxes pursuant to this Section 2.15. A certificate setting forth
and explaining in reasonable detail the amount of such payment or liability delivered to the
Borrowers by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on
behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.



(d) Each Lender and Issuing Bank shall indemnify the Borrowers and the Administrative Agent,
within 10 days after written demand therefor, for the full amount of any Taxes described in clause
(c) of the definition of “Excluded Taxes” that are imposed on amounts paid to such Lender or
Issuing Bank by the Borrowers or the Administrative Agent on or with respect to any payment by or
on account of any obligation of any Borrower under any Financing Document and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the applicable Lender or
Issuing Bank by the Borrowers or the Administrative Agent shall be conclusive absent manifest
error. The Borrowers or the Administrative Agent, as applicable, shall notify the applicable
Lender or Issuing Bank of the incurrence or assertion of such liability within a reasonable time
after the incurrence or assertion. Each Lender and Issuing Bank hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or
Issuing Bank, as the case may be, under this Agreement or any other Financing Document against any
amount due to the Administrative Agent under this Section 2.15(d).



(e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrowers to a Governmental Authority, the Borrowers shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.



(f) Any Lender that is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is
a party, with respect to payments under this Agreement shall deliver to such Borrower (with a copy
to the Administrative Agent), such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at a reduced rate.
Any Foreign Lender shall provide the Administrative Agent and the relevant Borrower with two
properly completed and executed originals of each of the following, as applicable: (i) Forms W-8ECI
(claiming exemption from U.S. withholding tax because the income is effectively connected with a
U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax
under an income tax treaty) and/or W-8IMY, or any successor forms, (ii) in the case of a Foreign
Lender claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming
exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form
and a certificate in form and substance acceptable to the Administrative Agent that such Foreign
Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10
percent shareholder” of any of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code
or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any
other applicable document prescribed by the IRS certifying as to the entitlement of such Foreign
Lender to such exemption from United States withholding tax or reduced rate with respect to all
payments to be made to such Foreign Lender under the Finance Documents. Each U.S. Lender shall
provide the Administrative Agent and the Borrowers two properly completed and executed originals of
Form W-9 or any successor form. The forms to be delivered pursuant to this Section 2.15(f) shall
be provided upon execution and delivery of this Agreement, at the time or times prescribed by
applicable law, promptly upon reasonable demand by Administrative Agent or the Borrowers and
promptly upon learning that such forms have become obsolete or ineffective.



(g) If the Administrative Agent or a Lender determines, in its sole good faith discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by
the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to
Section 2.15, it shall pay over such refund to the Borrowers (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrowers under this Section 2.15 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided that the Borrowers,
upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to
the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event that the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority. This section shall
not be construed to require the Administrative Agent or any Lender to make available its tax
returns (or other information relating to its taxes which it deems confidential) to the Borrowers
or any other Person.



SECTION 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.



(a) The Borrowers shall make each payment required to be made by the Borrowers hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable
under Section 2.13, 2.14 or 2.15, or otherwise) prior to 12:00 noon, New York City time, on the
date when due, in immediately available funds, without set-off or counterclaim. All payments made
in respect of the Loans shall be made for the account of the Lenders pro rata in accordance with
each Lender’s Applicable Percentage. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be
made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to
Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension; provided that, in the case of any
prepayment of principal of or interest on any Eurodollar Loan, if such next succeeding Business Day
would fall in the next calendar month, the date for payment shall instead be the next preceding
Business Day. All payments hereunder shall be made in dollars.



(b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting
either (A) a specific payment of principal, interest, fees or other sum payable under the Financing
Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment (which
shall be applied in accordance with Section 2.09) or (C) amounts to be applied from the Collection
Account during a Full Cash Dominion Period (which shall be applied in accordance with Section
2.08(b)) or (ii) after an Event of Default has occurred and is continuing and (A) the
Administrative Agent so elects, (B) the Required Lenders so direct or (C) the Loans are accelerated
pursuant to Section 7.02, such funds shall be applied ratably (based upon the Administrative
Agent’s and each Lender’s interest in the aggregate outstanding Secured Obligations described in
each of categories first through tenth described below) first, to pay any
fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent
and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations
or Swap Obligations), second, to pay any fees or expense reimbursements then due to the
Lenders from the Borrowers (other than in connection with Banking Services Obligations or Swap
Obligations), third, to pay interest due in respect of the Protective Advances,
fourth, to pay the principal of the Protective Advances, fifth, to pay interest
then due and payable on the Loans (other than the Protective Advances) ratably, sixth, to
prepay principal on the Loans (other than the Protective Advances) and unreimbursed LC
Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to 105%
of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount
of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, but only to the
extent required to be cash collateralized at such time pursuant to Section 2.04(j) or Section
2.18(c), eighth, to payment of any amounts owing with respect to Secured Obligations
consisting of Banking Services Obligations and Noticed Swap Obligations (based on the amounts then
certified by the Lender or Affiliate thereof providing the applicable Banking Services or party to
the applicable Swap Agreement to the Administrative Agent to be due and payable to such Lender or
Affiliate with respect thereto), ninth, to payment of any amounts owing with respect to
Secured Obligations consisting of Swap Obligations (other than Noticed Swap Obligations) (based on
the amounts then certified by the Lender or Affiliate thereof party to the applicable Swap
Agreement to the Administrative Agent to be due and payable to such Lender or Affiliate with
respect thereto), tenth, the payment of any other Secured Obligation due to the
Administrative Agent or any Lender by the Borrowers, and eleventh, any excess to be
returned to the Borrowers. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing,
neither the Administrative Agent nor any Lender shall apply any payment which it receives to any
Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such
Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding ABR
Loans and, in any such event, the Borrowers shall pay the break funding payment required in
accordance with Section 2.14. The Administrative Agent and the Lenders shall have the continuing
and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any
portion of the Secured Obligations.



(c) At the election of the Administrative Agent, all payments of principal, interest, LC
Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all
reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the
Financing Documents, may be paid from the proceeds of Borrowings made hereunder as such payments
become due hereunder whether made following a request by the Borrowers pursuant to Section 2.03 or
a deemed request as provided in this Section or may be deducted from any deposit account of any
Borrower maintained with the Administrative Agent (other than an escrow account or other account
for segregated funds). Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to
make a Borrowing for the purpose of paying each payment of principal, interest and fees as it
becomes due hereunder or any other amount due under the Financing Documents and agrees that all
such amounts charged shall constitute Loans (including Swingline Loans) and that all such
Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable,
and (ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the
Administrative Agent (other than an escrow account or other account for segregated funds) for each
payment of principal, interest and fees as it becomes due hereunder or any other amount due under
the Financing Documents.



(d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of
other Lenders to the extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans and participations in LC Disbursements and Swingline Loans;
provided that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this
paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Credit Parties
or any of their Affiliates (as to which the provisions of this paragraph shall apply). The
Borrowers consent to the foregoing and agree, to the extent the Borrowers may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrowers rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount
of such participation.



(e) Unless the Administrative Agent shall have received notice from the Borrowers prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may
assume that the Borrowers have made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due. In such event, if the Borrowers have not in fact made such payment, then each of
the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.



(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(d) or (e), 2.05(b) or 2.16(c), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid; application of any such amounts
shall be made in such order as may be determined by the Administrative Agent in its discretion.
Until such Lender’s unsatisfied obligations are fully paid, such Lender shall be excluded from any
determination of Required Lenders under this Agreement.



SECTION 2.17 Mitigation Obligations; Replacement of Lenders



(a) If any Lender requests compensation under Section 2.13, or if the Borrowers are required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of
such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment



(b) If any Lender requests compensation under Section 2.13, or if the Borrowers are required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.15, or if any Lender becomes a Defaulting Lender, or if any Lender
fails to approve an amendment or waiver to this Agreement requiring its consent, which amendment or
waiver is approved by the Required Lenders, then the Borrowers may, at their sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in Section
9.04), all its interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrowers, shall have received the prior written consent
of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Revolving Loans
and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13
or payments required to be made pursuant to Section 2.15, such assignment will result in a
reduction in such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.



SECTION 2.18 Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:




(a) fees shall cease to accrue on the unused portion of the Commitment of such
Defaulting Lender pursuant to Section 2.10(a);




(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken or may take
any action hereunder (including any consent to any amendment or waiver pursuant to Section
9.02), provided that any waiver, amendment or modification requiring the consent of all
Lenders or each affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting Lender; provided,
further, that in no event shall the commitment of a Defaulting Lender be increased
or extended beyond the Maturity Date without the consent of such Defaulting Lender;




(c) if at the time a Lender becomes a Defaulting Lender, such Lender has any Swingline
Exposure or LC Exposure, then:




(i) all or any part of such Swingline Exposure and LC Exposure shall be
reallocated among the non-Defaulting Lenders in accordance with their respective
Applicable Percentages but only to the extent (x) the sum of all non-Defaulting
Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure
and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving
Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such
time; and




(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrowers shall within one (1) Business Day following
notice by the Administrative Agent, without prejudice to any rights or remedies of
the Borrowers against such Defaulting Lender, (x) first, prepay such Swingline
Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above) in
accordance with the procedures set forth in Section 2.04(j) for so long as such LC
Exposure is outstanding;




(iii) if the Borrowers cash collateralize any portion of such Defaulting
Lender’s LC Exposure pursuant to Section 2.18(c)(ii), the Borrowers shall not be
required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with
respect to such Defaulting Lender’s LC Exposure during the period such Defaulting
Lender’s LC Exposure is cash collateralized;




(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant
to Section 2.18(c), then the fees payable to the Lenders pursuant to Section 2.10(a)
and Section 2.10(b) shall be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Percentages; or




(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor
reallocated pursuant to Section 2.18(c), then, without prejudice to any rights or
remedies of the Issuing Bank or any Lender hereunder, all letter of credit fees
payable under Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure
shall be payable to the Issuing Bank until such LC Exposure is cash collateralized
and/or reallocated;




(d) The Swingline Lender shall not be required to fund any Swingline Loan and the
Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless
it is satisfied that the related exposure will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in
accordance with Section 2.18(c), and participating interests in any such newly issued or
increased Letter of Credit or newly made Swingline Loan shall be allocated among
non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and Defaulting
Lenders shall not participate therein); and




(e) in the event and on the date that each of the Administrative Agent, the Borrowers,
the Issuing Bank and the Swingline Lender agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline
Exposure and LC Exposure of the other Lenders shall be readjusted to reflect the inclusion
of such Lender’s Commitment and on such date such Lender shall purchase at par such of the
Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall
determine may be necessary in order for such Lender to hold such Loans in accordance with
its Applicable Percentage.



SECTION 2.19 Returned Payments. If after receipt of any payment which is applied to
the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for
any reason (other than under circumstances which constitute gross negligence or willful misconduct
on the part of the Administrative Agent or such Lender as determined by a court of competent
jurisdiction) compelled to surrender such payment or proceeds to any Person because such payment or
application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or
voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other
reason, then the Obligations or part thereof intended to be satisfied shall be revived and
continued and this Agreement shall continue in full force as if such payment or proceeds had not
been received by the Administrative Agent or such Lender. The provisions of this Section 2.19
shall be and remain effective notwithstanding any contrary action which may have been taken by the
Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The
provisions of this Section 2.19 shall survive the termination of this Agreement.



ARTICLE III.




Representations and Warranties




The Borrowers represent and warrant to the Lenders and the Administrative Agent that:



SECTION 3.01 Existence and Power. Each Credit Party is a corporation organized,
validly existing and in good standing under the laws of the State of Delaware, and has all
necessary powers required to carry on its business as now conducted and, except where the failure
to do so would not be reasonably expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such qualification is
required.



SECTION 3.02 Corporate and Governmental Authorization; No Contravention. The
execution, delivery and performance by each Credit Party of the Financing Documents to which it is
a party are within its corporate powers, have been duly authorized by all necessary corporate
action, require no action by or in respect of, or filing with, any Governmental Authority (except
as contemplated by the Security Agreement) and do not contravene, or constitute a default under,
any provision of applicable law or regulation or of its charter or bylaws or of any agreement,
judgment, injunction, order, decree or other instrument binding upon each (except for any such
breach or default which would not reasonably be expected to have a Material Adverse Effect) or
result in the creation or imposition of any Lien on any asset of the Credit Parties or any of their
Restricted Subsidiaries (except the Liens in favor of the Administrative Agent under the Security
Agreement).



SECTION 3.03 Binding Effect. This Agreement and the other Financing Documents to
which each Credit Party is a party constitute valid and binding agreements of such Credit Party, in
each case enforceable in accordance with their respective terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar
laws relating to the enforcement of creditors’ rights generally and by general equitable
principles.



SECTION 3.04 Financial Information.



(a) The Borrowers have heretofore furnished to the Administrative Agent (i) consolidated
financial statements of Holdings and its Subsidiaries for the fiscal years ended December 31, 2007
and December 31, 2008, audited by PriceWaterhouseCoopers LLP, independent public accountants, and
(ii) management prepared consolidated financial statements of Holdings and its Subsidiaries for the
fiscal quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. Such financial
statements present fairly in all material respects the financial condition and results of
operations of Holdings and its Subsidiaries as of the dates and for the periods indicated in
accordance with GAAP consistently applied (except, in the case of quarterly financial statements,
for the presentation of footnotes and for applicable normal year-end audit adjustments).



(b) The Borrowers have heretofore furnished to the Administrative Agent monthly for the 2010,
2011 and 2012 fiscal years, projected consolidated income statements, balance sheets and cash flows
of Holdings and its Subsidiaries, all in form and substance reasonably satisfactory to the Lenders
in their good faith judgment, all such projections disclosing all assumptions made by Holdings and
its Subsidiaries in formulating such projections and giving effect to the Transactions. The
projections have been prepared on the basis of the assumptions stated therein, and reflect as of
the Effective Date the good faith estimate of Holdings and its Subsidiaries of the results of
operations and other information projected therein, provided that no representation is made
that the assumptions will prove to be correct or that such projections will be realized, it being
understood that projections are subject to significant uncertainties.



(c) Since September 30, 2009, no event, change or condition has occurred that has had, or
could reasonably be expected to have, a Material Adverse Effect.



SECTION 3.05 Litigation. There is no action, suit or proceeding pending against, or
to the knowledge of the Borrowers threatened against or affecting, Holdings or any of its
Subsidiaries before any arbitrator or any Governmental Authority, that (a) except for the Disclosed
Matters, would reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect, or (b) which would in any material respect draw into question the enforceability
against the Credit Parties of any of the Financing Documents, taken as a whole.



SECTION 3.06 Compliance with ERISA. Each of Holdings and its Subsidiaries and each
ERISA Affiliate has fulfilled its obligations under the minimum funding standards of ERISA and the
Code with respect to each Plan and is in compliance in all material respects with the presently
applicable provisions of ERISA and the Code with respect to each Plan, and has not incurred any
liability under Title IV of ERISA (i) to the PBGC other than a liability to the PBGC for premiums
under Section 4007 of ERISA or (ii) in respect of a Multiemployer Plan which has not been
discharged in full when due.



SECTION 3.07 Taxes. Each of Holdings and its Subsidiaries has filed all applicable
United States Federal income tax returns and all other material tax returns which are required to
be filed by it and has paid all taxes stated to be due in such returns or pursuant to any
assessment received by it, except for (a) taxes the amount, applicability or validity of which is
being contested in good faith by appropriate proceedings and (b) such returns or taxes which, if
not filed or paid, would not constitute a Material Adverse Effect. The charges, accruals and
reserves on the books of Holdings and its Subsidiaries in respect of taxes or other similar
governmental charges, additions to taxes and any penalties and interest thereon are, in the opinion
of the Borrowers, adequate.



SECTION 3.08 Environmental Compliance. Except as described in the Disclosed Matters:
(a) Holdings and its Subsidiaries have obtained and are in compliance with all permits,
certificates, approvals, licenses and other authorizations (“Permits”) which are required
under Environmental Laws and necessary for their operations, except for such failures to obtain or
comply with such Permits as would not have a Material Adverse Effect; (b) no notice, citation,
summons, complaint, or enforcement action has been issued, and, to the best knowledge of Borrowers,
no investigation is pending, concerning any alleged failure of Holdings or any Subsidiary to have a
required Permit, any alleged violation of Environmental Law or a Permit by Holdings or any
Subsidiary, or any use, generation, treatment, storage, disposal or release of a Hazardous Material
by Holdings or any Subsidiary or Predecessor, except for such event or events as would not
individually or in the aggregate have a Material Adverse Effect; (c) to the best knowledge of
Borrowers, neither Holdings nor any of its Subsidiaries nor its Predecessor has used, generated,
transported, stored, disposed, discharged, released or threatened to release any Hazardous
Materials on, from or under the Real Property which would result in a violation of or liability
under Environmental Law, except for such violations or liabilities as would not, individually or in
the aggregate, constitute a Material Adverse Effect or be materially adverse to the interests of
the Lenders; (d) to the best knowledge of Borrowers, no condition exists on the Real Property that
violates or creates liability under the Environmental Laws which would individually or in the
aggregate, constitute a Material Adverse Effect; and (e) there are no Liens under Environmental
Laws on the interests of any Credit Party in any Real Property, and no governmental actions have
been taken, or to Borrowers’ knowledge are pending, which could subject such property to such
Liens. Notwithstanding anything to the contrary herein, no representation or warranty is made by
the Borrowers under this Section 3.08 as to any environmental conditions or activities of
Predecessor, or any violation or liability resulting therefrom, to the extent that the United
States Government has assumed responsibility for such condition, activity, violation or liability.



SECTION 3.09 Properties.



(a) As of the Effective Date, each of Holdings and its Restricted Subsidiaries has good title
to, or valid leasehold interests in, all its real and personal property reflected on the balance
sheet described in Section 3.04(a) (other than assets which are the subject of a Capital Lease
Obligation), except for (i) minor defects in title that do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties for their intended
purposes and (ii) uranium inventory and other property owned by Customers of the Credit Parties and
other third parties for which a corresponding liability in favor of such Customers or third parties
is reflected in such balance sheet.



(b) Except to the extent set forth on Schedule 3.09(b), each of Holdings and its
Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights,
patents and other intellectual property material to its business, and the use thereof by Holdings
and its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect.



SECTION 3.10 Compliance with Laws and Agreements. Each of Holdings and its
Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property (except for Environmental Laws which are the subject of Section
3.08), except where the failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect. Each of Holdings and its Restricted Subsidiaries
is in compliance with all indentures, agreements and other instruments binding upon it or its
property, and has all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, except where the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.



SECTION 3.11 Investment and Holding Company Status. Neither Holdings nor any of its
Restricted Subsidiaries is (a) an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935.



SECTION 3.12 Full Disclosure. All written information (including electronic
communications) furnished at or prior to the Effective Date by the Borrowers to the Administrative
Agent or any Lender for purposes of or in connection with this Agreement or any of the Transactions
(including information deemed delivered if otherwise in Holdings’ filings with the Securities and
Exchange Commission and available on its website) is, taken as whole and in light of the
circumstances under which such information is furnished, true and accurate in all material respects
on the date as of which such information is furnished, and true and accurate in all material
respects on the date as of which such information is stated or certified. It is understood that
the foregoing is limited to the extent that (i) projections have been made in good faith by the
management of Holdings and its Restricted Subsidiaries and in the view of management of Holdings
and its Restricted Subsidiaries are based upon assumptions believed to be reasonable in light of
all information known to management as of the Effective Date, and (ii) no representation or
warranty is made as to whether the projected results will be realized, it being understood that
projections are subject to significant uncertainties.



SECTION 3.13 Security Interest. The Security Agreement creates and grants to the
Administrative Agent, for its own benefit and for the benefit of the Lenders, legal, valid and
perfected first priority (except as permitted pursuant to Section 6.02 hereof) Liens in the
Collateral identified therein. Such Collateral is not subject to any other Liens whatsoever,
except Liens permitted by Section 6.02 hereof.



SECTION 3.14 Solvency.



(a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i)
the fair value of the assets of the Credit Parties, taken as a whole, at a fair valuation, will
exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair
saleable value of the property of the Credit Parties, taken as a whole, will be greater than the
amount that will be required to pay the probable liability of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) the Credit Parties, taken as a whole, will be able to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured; and (iv) the Credit Parties, taken as a whole, will not have unreasonably small
capital with which to conduct their business in which they are engaged as such business is now
conducted and is proposed to be conducted after the Effective Date.



(b) Neither Borrower intends to, or believes that it or any other Credit Party will, incur
debts beyond its ability to pay such debts as they mature, taking into account the timing of and
amounts of cash to be received by it or any other Credit Party and the timing of the amounts of
cash to be payable on or in respect of its Indebtedness or the Indebtedness of any other Credit
Party.



(c) Neither Borrower believes that final judgments against Holdings or any Restricted
Subsidiary in actions for money damages presently pending will be rendered at a time when, or in an
amount such that, they will be unable to satisfy any such judgments promptly in accordance with
their terms (taking into account the maximum reasonable amount of such judgments in any such
actions and the earliest reasonable time at which such judgments might be rendered). The cash flow
of Holdings and its consolidated Restricted Subsidiaries, after taking into account all other
anticipated uses of the cash of Holdings and its consolidated Restricted Subsidiaries (including
the payments on or in respect of debt referred to in paragraph (b) of this Section), will at all
times be sufficient to pay all such judgments promptly in accordance with their terms.



SECTION 3.15 Employee Matters. There are no strikes, slowdowns, work stoppages or
controversies pending or, to the knowledge of the Borrowers, threatened between any Credit Party
and its employees, other than employee grievances arising in the ordinary course of business, none
of which would have, either individually or in the aggregate, a Material Adverse Effect. The hours
worked by and payments made to employees of the Credit Parties have not been in violation of the
Fair Labor Standards Act, or any other applicable Federal, state, local or foreign law dealing with
such matters, except, in each case, as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. All material payments due from any Credit Party, or
for which any claim may be made against any Credit Party, on account of wages, vacation pay and
employee health and welfare insurance and other benefits, have been paid or accrued as a liability
on the books of such Credit Party.



SECTION 3.16 Use of Proceeds. The proceeds of the Loans made and Letters of Credit
issued under this Agreement shall be used by the Borrowers for working capital needs, and for
general corporate purposes in the ordinary course of business, of the Credit Parties and their
Subsidiaries (including Permitted Acquisitions and capital expenditures and ACP Expenditures
permitted hereunder), and to refinance certain existing Indebtedness, including, without
limitation, under the Existing Credit Agreement.



SECTION 3.17 Subsidiaries. Schedule 3.17 sets forth, as of the Effective
Date, all Subsidiaries. The authorized, issued and outstanding Equity Interests in each Subsidiary
consists, on the date hereof, of the Equity Interests described on Schedule 3.17.



SECTION 3.18 Insurance. Schedule 3.18 sets forth a description of all
insurance maintained by or on behalf of the Credit Parties and their Restricted Subsidiaries as of
the Effective Date. As of the Effective Date, all premiums due and payable prior to the Effective
Date in respect of such insurance have been paid. The Borrowers believe that the insurance
maintained by or on behalf of the Credit Parties and their Restricted Subsidiaries is adequate.



SECTION 3.19 Foreign Assets Control Regulations, etc.. Neither the making of the
Loans to, or issuance of Letters of Credit on behalf of, the Borrowers nor the use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto. Without limiting the
foregoing, neither the Borrowers nor any of their Subsidiaries or Affiliates (a) is or will become
a Person whose property or interests in property are blocked pursuant to Section 1 of Executive
Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who
Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages or
will engage in any dealings or transactions, or be otherwise associated, with any such Person. The
Borrowers and their Subsidiaries and Affiliates are in compliance, in all material respects, with
the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And
Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans or Letters of
Credit will be used, directly or indirectly, in violation in any material respect of the United
States Foreign Corrupt Practices Act of 1977, as amended. No Credit Party is engaged in or has
engaged in any course of conduct that would reasonably be expected to subject any of their
respective properties to any Lien, seizure or other forfeiture under any criminal law, racketeer
influenced and corrupt organizations law or other similar laws. None of the Credit Parties or any
of their respective Subsidiaries is named on the list of Specially Designated Nationals and Blocked
Persons maintained by the United States Department of Treasury Office of Foreign Assets Control.



SECTION 3.20 Material Agreements. All material agreements and contracts to which any
Credit Party is a party or is bound as of the date of this Agreement are disclosed in Holdings’
filings with the Securities and Exchange Commission.



ARTICLE IV.




Conditions




SECTION 4.01 Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 9.02):



(a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
reasonably satisfactory to the Administrative Agent (which may include electronic or telecopy
transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement.



(b) The Administrative Agent shall have received a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of (i) O’Melveny & Myers LLP,
counsel for the Credit Parties, substantially in the form of Exhibit B, and covering such
matters relating to the Credit Parties, this Agreement or the Transactions as the Required Lenders
shall reasonably request, (ii) Peter B. Saba, in-house counsel to the Credit Parties, covering such
matters as may be reasonably requested by the Administrative Agent and (iii) Morgan Lewis & Bockius
LLP, special nuclear regulatory counsel to the Credit Parties with respect to applicable nuclear
laws and such other matters as may be reasonably requested by the Administrative Agent. The
Borrowers hereby request such counsel to deliver such opinions.



(c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of the Credit Parties, the authorization of the Transactions and any other legal
matters relating to the Credit Parties, this Agreement or the Transactions, all in form and
substance reasonably satisfactory to the Administrative Agent and its counsel.



(d) The Administrative Agent shall have received a certificate of the Borrowers, dated the
Effective Date and signed by the President, a Vice President or a Financial Officer of Enrichment,
confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.



(e) The Administrative Agent and the Joint Lead Arrangers shall have received all fees and
other amounts due and payable, on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid
by the Borrowers hereunder.



(f) The Administrative Agent (or its counsel) shall have received the other Financing
Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its
counsel and shall have determined that all conditions set forth therein have been satisfied.



(g) With respect to any Liens not permitted pursuant to Section 6.02 hereof, the
Administrative Agent shall have received termination statements in form and substance satisfactory
to it.



(h) Each document (including each Uniform Commercial Code financing statement) required by law
or requested by the Administrative Agent to be filed, registered or recorded in order to create in
favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first
priority perfected Lien in the Collateral shall have been properly filed, registered or recorded in
each jurisdiction in which the filing, registration or recordation thereof is so required or
requested, or arrangements reasonably satisfactory to the Administrative Agent for the filing,
registering or recording thereof shall have been made.



(i) The Administrative Agent shall have received the results of a search of tax and other
Liens, and judgments and of the Uniform Commercial Code filings made with respect to the Credit
Parties in the jurisdictions in which each Credit Party is organized and such other jurisdictions
as the Administrative Agent may require.



(j) The Administrative Agent shall have received and determined to be in form and substance
reasonably satisfactory to it:




(i) the most recent (dated within forty-five (45) days of the Effective Date)
aging of accounts receivable of the Credit Parties;




(ii) an opening Borrowing Base Certificate that calculates the Borrowing Base
as of a date no more than forty-five (45) days prior to the Effective Date and that
evidences not less than $150,000,000 of Availability on the Effective Date after
giving effect to the transactions occurring on that date and initial copies of the
other reports required to be delivered under Section 5.01(g);




(iii) a copy of the most recent field examination of Holdings’ and its
Restricted Subsidiaries’ books and records;




(iv) evidence of the compliance by the Borrowers with Section 5.02(b) hereof;




(v) the financial statements described in Section 3.04 hereof;




(vi) the 2009 Appraisal;




(vii) all stock certificates evidencing the Equity Interests of each Material
Subsidiary (other than Enrichment) pledged to the Administrative Agent pursuant to
the Security Agreement, together with duly executed in blank undated stock powers
attached thereto;




(viii) a survey of the Customer contracts representing at least 80% of
projected revenue (based on existing contracts) for fiscal years 2010 through 2012
and comparison of significant provisions with those contained in the model customer
contract;




(ix) a copy of the surety bond and/or standby trust agreement in favor of the
NRC with respect to the ultimate disposal of waste and disposition of depleted
uranium, decontamination and decommissioning of the gaseous diffusion plants that
are the Credit Parties’ responsibility; and




(x) the Facility Letter.



(k) The Administrative Agent shall have received such other documents, and completed such
other reviews, including all material agreements and contracts, including, without limitation, all
agreements with the DOE, Fabricators, the Tennessee Valley Authority and the Russian government,
litigation and taxes, as the Administrative Agent or its counsel shall reasonably deem necessary;
provided that Holdings and its Subsidiaries shall not be obligated to provide any
information that is “classified” for reasons of national security or foreign policy, or otherwise
restricted from disclosure under applicable laws or agreements.



(l) The Administrative Agent shall be satisfied with the management information systems and
cash management systems of Holdings and its Restricted Subsidiaries.



(m) The Administrative Agent shall have received in form and substance reasonably satisfactory
to it policies of insurance covering the credit risk with respect to foreign Receivables assigned
to the Administrative Agent.



(n) The Administrative Agent shall have received a current customer list that includes
addresses which the Administrative Agent agrees shall only be used in the manner and at the times
permitted by the Security Agreement.



(o) The Administrative Agent shall be satisfied that the Credit Parties have designated, in a
manner reasonably satisfactory to the Administrative Agent , that the Credit Parties’ inventory is
subject to the Liens of the Administrative Agent for the benefit of the Secured Parties.



(p) Prior to or substantially contemporaneously with the initial funding of Loans on the
Effective Date (i) all interest and fees due or outstanding under the Existing Credit Agreement
shall have been paid or shall be paid in full, (ii) all loans outstanding under the Existing Credit
Agreement shall have been paid or shall be paid in full, (iii) the aggregate commitments of the
Lenders under the Existing Credit Agreement shall have been reduced and such commitments shall have
been reallocated among the Lenders as provided on Schedule 2.01, and (iv) all letters of
credit thereunder shall on the Effective Date become Existing Letters of Credit hereunder. The
Administrative Agent shall have received evidence reasonably satisfactory to it of the satisfaction
of the conditions set forth in this paragraph.



(q) The Administrative Agent shall have received in form and substance reasonably satisfactory
to it a processor agreement, or, to the extent previously delivered to the Administrative Agent
pursuant to the Existing Credit Agreement, confirmation thereof, from each of the Fabricators or a
good faith undertaking from the Credit Parties in form and substance reasonably satisfactory to the
Administrative Agent that the Credit Parties will utilize good faith commercially reasonable
efforts to obtain any such agreements or confirmation, as applicable, not obtained by the Effective
Date as promptly as possible after the Effective Date.



The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such
notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 4:00 p.m., Chicago time, on February 26, 2010 (and, in the event such conditions are
not so satisfied or waived, the Commitments shall terminate at such time).



SECTION 4.02 Each Credit Event. The obligation of any Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction on such date of the following conditions:



(a) The representations and warranties of the Credit Parties set forth in this Agreement and
in the other Financing Documents shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof) on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable; provided that any such representations and warranties that by their express
terms are made as of a specific date shall be true and correct as of such specific date.



(b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing and the Borrowers shall otherwise be in compliance with the provisions
of Section 2.01, 2.04(b) or 2.05(c), as applicable.



(c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of
such Letter of Credit, as applicable, Availability is not less than the Minimum Availability
Amount.



Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the
matters specified in paragraphs (a), (b) and (c) of this Section.



ARTICLE V.




Affirmative Covenants




Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have
expired or been terminated and all LC Disbursements have been reimbursed, the Borrowers covenant
and agree with the Administrative Agent and Lenders that:



SECTION 5.01 Information. The Borrowers will furnish to the Administrative Agent and
each of the Lenders, subject to confidentiality requirements and it being understood that (x)
neither the Borrowers nor any Subsidiary shall be obligated to provide any information that is
“classified” for reasons of national security or foreign policy, or otherwise restricted from
disclosure under applicable laws or agreements and (y) the following information may be transmitted
to the Administrative Agent and the Lenders by electronic mail:



(a) within the earlier of (i) ninety (90) days after the end of each fiscal year or (ii) two
(2) Business Days after the date Holdings is required to file its Annual Report on Form 10K with
the Securities and Exchange Commission after the end of each fiscal year, (A) a consolidated
balance sheet and consolidated income statement showing the financial position of Holdings and its
Subsidiaries as of the close of such fiscal year and the results of their operations during such
year, and (B) a consolidated statement of shareholders’ equity and a consolidated statement of cash
flow, as of the close of such fiscal year, comparing such financial position and results of
operations to such financial condition and results of operations for the comparable period during
the immediately preceding fiscal year, all the foregoing financial statements to be audited by
PriceWaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the
Administrative Agent (which report shall not contain any going concern or similar qualification or
exception as to scope), and together with management’s discussion and analysis presented to the
management of Holdings and its Subsidiaries;



(b) within the earlier of (i) forty-five (45) days after the end of each of the first three
(3) fiscal quarters of each fiscal year of Holdings or (ii) two (2) Business Days after the date
Holdings is required to file its Quarterly Report on Form 10-Q with the Securities and Exchange
Commission after the end of each of the first three (3) fiscal quarters of each fiscal year of
Holdings, unaudited consolidated balance sheets of Holdings and its Subsidiaries as of the end of
such fiscal quarter, together with the related consolidated statements of income for such fiscal
quarter and for the portion of Holdings’ fiscal year ended at the end of such fiscal quarter and
the related consolidated statements of cash flows and consolidated changes in shareholders’ equity
for the portion of Holdings’ fiscal year ended at the end of such fiscal quarter and in comparative
form the corresponding financial information as at the end of, and for, the corresponding fiscal
quarter of Holdings’ prior fiscal year and the portion of Holdings’ prior fiscal year ended at the
end of such corresponding fiscal quarter, in each case certified by a Financial Officer of Holdings
as presenting fairly in all material respects the financial position and results of operations and
cash flow of Holdings and its Subsidiaries in accordance with GAAP consistently applied (except the
absence of footnote disclosure and subject to year-end adjustments), in each case subject to normal
year-end audit adjustments, and, solely for the last month of each fiscal quarter for such quarter
then ending, management’s discussion and analysis presented to the management of Holdings and its
Subsidiaries;



(c) if, at any time, Availability shall fall below an amount equal to the greater of (i) 20%
of the aggregate Commitments of all of the Lenders or (ii) $60,000,000, then, during the period
from the date that Availability fell below such amount and continuing until the ninetieth
(90th) consecutive day on which Availability exceeds the greater of (i) 20% of the
aggregate Commitments of all of the Lenders or (ii) $60,000,000, within thirty (30) days after the
end of each calendar month, unaudited consolidated balance sheets of Holdings and its Subsidiaries
as at the end of such month, together with the related unaudited consolidated statements of income
for such month and the portion of Holdings’ fiscal year ended at the end of such month and the
related consolidated statements of cash flows and consolidated changes in shareholders’ equity for
the portion of Holdings’ fiscal year ended at the end of such month and, in comparative form, the
corresponding financial information as at the end of, and for, the corresponding month of Holdings’
prior fiscal year and the portion of Holdings’ prior fiscal year ended at the end of such
corresponding month, in each case certified by a Financial Officer of Holdings as presenting fairly
in all material respects the financial position and results of operations and cash flows of
Holdings and its Subsidiaries as at the date of, and for the periods covered by, such financial
statements, in accordance with GAAP consistently applied (except for the absence of footnotes and
subject to year-end adjustments), in each case subject to normal year-end audit adjustments;



(d) concurrently with any delivery under (a)(i), (b)(i) or (c) and within three (3) Business
Days after any delivery under (a)(ii) or (b)(ii), (i) a certificate of the firm or Person referred
to therein, (A) which certificate, in the case of the certificate of a Financial Officer of
Holdings, shall be substantially in the form of Exhibit 5.01(d) hereto (a “Compliance
Certificate”) and shall (x) certify that, to the best of his or her knowledge, no Default has
occurred (including calculations demonstrating compliance, as of the dates of the financial
statements being furnished, with the covenants set forth in Sections 6.09 and 6.11 and, to the
extent applicable, Section 6.10 hereof) and, if such a Default has occurred, specifying the nature
and extent thereof and any corrective action taken or proposed to be taken with respect thereto,
and (y) set forth a computation of the Fixed Charge Coverage Ratio as of the end of each fiscal
quarter (or each month, in the case of any Compliance Certificate delivered at a time when the
Borrowers are required to deliver monthly financial statements under Section 5.01(c)) for the
period of four fiscal quarters most recently ended (or the period of twelve (12) consecutive months
most recently ended, in the case of any Compliance Certificate delivered at a time when the
Borrowers are required to deliver monthly financial statements under Section 5.01(c)); and (B)
which certificate, in the case of the certificate furnished by the independent public accountants
referred in paragraph (a) above, may be limited to accounting matters and disclaim responsibility
for legal interpretations, but shall in any event, to the extent available consistent with industry
practice and professional standards, state that to the best of such accountants’ knowledge, as of
the dates of the financial statements being furnished no Default has occurred under any of the
covenants set forth in Sections 6.09 and 6.11 and, to the extent applicable, Section 6.10 hereof
and, if such a Default has occurred, specifying the nature and extent thereof; provided,
however, that any certificate delivered concurrently with (a) above shall be accompanied by
a supplemental certificate confirming the accuracy of the accountants’ certificate (and shall in
any event include calculations demonstrating compliance with the covenants set forth in Sections
6.09 and 6.11 and, to the extent applicable, Section 6.10 hereof) and signed by a Financial Officer
of Holdings, (ii) a report showing monthly production levels at the Paducah Gaseous Diffusion Plant
on a trailing twelve (12) month basis until such time as production level tests under the DOE
Agreement are no longer applicable and (iii) if Holdings has received any Net Proceeds from any
issuance of Equity Interests after the Effective Date but on or prior to the delivery under clause
(a), (b) or (c) (as applicable), a certificate of a Financial Officer of Holdings, in form
reasonably satisfactory to the Administrative Agent, calculating in reasonable detail the ACP Net
Equity Financing Proceeds and Cumulative Loss Amount as of the end of the fiscal quarter (or, in
the case of any such certificate delivered together with the financial statements provided pursuant
to clause (c), as of the end of the month) then most recently ended;



(e) promptly after the same become publicly available, copies of such registration statements,
annual, periodic and other reports, and such proxy statements and other information, if any, as
shall be filed by Holdings or any of its Restricted Subsidiaries with the Securities and Exchange
Commission pursuant to the requirements of the Securities Act of 1933, as amended, or the Exchange
Act, if any;



(f) within sixty (60) days after the beginning of each fiscal year, a summary of business
plans and financial operation projections (including with respect to Capital Expenditures) for
Holdings and its Restricted Subsidiaries for such fiscal year (including quarterly balance sheets,
statements of income and of cash flow) prepared by management and in form, substance and detail
(including principal assumptions provided separately in writing) reasonably satisfactory to the
Administrative Agent;



(g) within fifteen (15) Business Days after the end of each calendar month (or, if, at any
time, Availability shall fall below an amount equal to the greater of (i) 20% of the aggregate
Commitments of all of the Lenders or (ii) $60,000,000, then, during the period from the date that
Availability fell below such amount and continuing until the ninetieth (90th)
consecutive day on which Availability exceeds the greater of (i) 20% of the aggregate Commitments
of all of the Lenders or (ii) $60,000,000, with such greater frequency as the Administrative Agent
shall request, in its Permitted Discretion), (i) a certificate substantially in the form of
Exhibit 5.01(g) hereto (a “Borrowing Base Certificate”) executed by a Financial
Officer of the Borrowers demonstrating compliance as at the end of each month (or as of the end of
such more frequent period, as applicable) with the Availability requirements, which shall include a
Borrowing Base calculation, inventory designation, an inventory reconciliation delineating Credit
Party owned inventory versus Customer owned inventory (to the extent included in the determination
of the Borrowing Base or any reserves with respect thereto), and (ii) an aging schedule of
Receivables and a report showing debit and credit adjustments to Receivables, a reconciliation of
Receivables aging to the general ledger, accounts payable listing and reconciliation of accounts
payable listing to the general ledger, a detailed list of customer liabilities and deferred revenue
accounts, a detailed inventory report, detailed credit insurance coverage by Customer and binding
order backlog information, in each case in form and detail satisfactory to the Administrative Agent
in its Permitted Discretion;



(h) from and after the earlier to occur of (i) any transfer of any material assets by the
Borrowers to the ACP Companies and the commencement of commercial operations by the American
Centrifuge Project and (ii) the delivery of such financial statements to any lender(s) to one or
more of the ACP Companies, (A) within the earlier of (x) ninety (90) days after the end of each
fiscal year and (ii) two (2) Business Days after the date Holdings is required to file its Annual
Report on Form 10K with the Securities and Exchange Commission, consolidating balance sheets and
statements of operations, stockholders’ equity and cash flows as of the end of and for such year
for Holdings and its Subsidiaries (including without limitation, the ACP Companies), setting forth
in each case in comparative form the figures for the previous fiscal year, all certified by a
Financial Officer of Holdings as presenting fairly in all material respects the financial condition
and results of operations of Holdings and its Subsidiaries (including without limitation, the ACP
Companies) in accordance with GAAP, consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes, and (B) within the earlier of (x) forty-five (45) days
after the end of each of the first three fiscal quarters of each fiscal year of Holdings and (y)
two (2) Business Days after the date Holdings is required to file its Quarterly Report on Form 10-Q
with the Securities and Exchange Commission with respect to each of the first three fiscal quarters
of each fiscal year of Holdings, consolidating balance sheets and statements of operations,
stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year for Holdings and its Subsidiaries (including without limitation,
the ACP Companies), setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by a Financial Officer of Holdings as presenting fairly in all
material respects the financial condition and results of operations of Holdings and its
Subsidiaries (including without limitation, the ACP Companies) in accordance with GAAP,
consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;



(i) as soon as practicable, copies of Form 327 to be submitted to the NRC containing inventory
reporting as at September 30 of each year and copies of Form 742 and Form A200 relating to the
Credit Parties’ annual inventory reconciliation with the “Nuclear Materials Management Safeguard
System” (in each case, only to the extent such inventory is included in the determination of the
Borrowing Base or any reserves with respect thereto) and copies of all material financial,
inventory and operational compliance reports, forms, filings, loan documents and financial
information (including information relating to DOE Lease Turnover Obligations, tails disposition
and any other indemnity obligations) submitted to governmental agencies (including the DOE and the
NRC) (excluding documents generated in the ordinary course), subject, in each case, to any
confidentiality requirements, material financial reports distributed to its equity holders and all
reports submitted to the issuer of the Credit Parties’ foreign credit Receivables policy;



(j) promptly upon becoming aware thereof, notice to the Administrative Agent of the execution
of or termination of a material contract of any Borrower or any Restricted Subsidiary with a
Customer, the DOE, the NRC or the Tennessee Valley Authority or the failure to fulfill an order
under such a material contract with a Customer;



(k) within thirty (30) days after the beginning of each fiscal year and more frequently as may
be requested by the Administrative Agent, a report showing the Customer base and Customer corporate
credit ratings (for all Customers that have corporate credit ratings);



(l) as soon as possible and in any event within ten (10) days of the filing thereof, copies of
all tax returns filed by any Credit Party with the U.S. Internal Revenue Service;



(m) periodic updates, but no less frequently than once each fiscal year, of estimated DOE
Lease Turnover Obligations;



(n) to the extent that the results of the Specified Entity are consolidated with those of
Holdings in the financial statements delivered pursuant to Sections 5.01(a), (b) or (c), within the
earlier of (i) five (5) Business Days after the same are filed with the applicable regulatory
authorities and (ii) two (2) Business Days after receipt by the Borrowers, financial statements of
the Specified Entity; and



(o) such other information as the Administrative Agent or any Lender may reasonably request.



SECTION 5.02 Maintenance of Property; Insurance.



(a) The Borrowers will keep, and will cause each Restricted Subsidiary to keep, all material
properties used or useful in its business as then conducted in good working order and condition,
ordinary wear and tear and loss or damage from casualty excepted.



(b) The Borrowers will maintain, and will maintain on behalf of each Restricted Subsidiary, to
the extent commercially available, (i) physical damage insurance on substantially all its real and
personal property in the United States (including all Collateral and books and records relating to
any proceeds of Collateral other than Accounts, Deposit Accounts, Equity Interests, Instruments,
Copyright Collateral, Patent Collateral and Trademark Collateral (Equity Interests, Copyright
Collateral, Instruments, Patent Collateral and Trademark Collateral being defined in the Security
Agreement)) on an “All Risks” form subject to normal exclusions (including the perils of flood and
quake) on a repair and replacement cost basis for all such property in an amount not less than
$700,000,000 (subject to a deductible amount or retention not to exceed $55,000,000, and
consequential loss coverage for extra expense, (ii) public liability insurance in an amount not
less than $100,000,000, excluding risks covered by an agreement of indemnification between
Enrichment and the Department of Energy or other government agency; and risks of public liability
arising from nuclear incidents occurring outside the United States, and (iii) such other insurance
coverage in such amounts and with respect to such risks relating to the Credit Parties’ Collateral
as the Required Lenders may reasonably request. All such insurance, except for the share of Credit
Parties’ property insurance underwritten by NIIRA Limited, which shall not exceed $150,000,000,
shall be provided by insurers having an A.M. Best policyholders rating of not less than A- as of
the Effective Date. Prior to the Effective Date, the Borrowers will cause the Administrative Agent
to be named as an insured party or loss payee, on behalf of the Administrative Agent and Lenders,
on each insurance policy covering risks relating to any of the Collateral and books and records
relating to any proceeds of Collateral and as an additional insured on all other insurance
referenced in the first sentence of this Section 5.02(b). Each such insurance policy in effect
during the term of this Agreement shall include effective waivers by the insurer of all claims for
insurance premiums against the Administrative Agent or any other Person entitled to the benefits of
the Security Agreement, provide that all insurance proceeds in excess of deductible amounts or
retentions which are payable in respect of losses relating to Collateral and books and records
shall be adjusted with and payable to the Administrative Agent (except so long as no Default has
occurred and is continuing any loss which is less than $1,000,000 may be adjusted with and payable
to the Credit Parties), and provide that no cancellation or termination thereof shall be effective
until at least thirty (30) days after receipt by the Administrative Agent of written notice
thereof. The Administrative Agent will consult with the Borrowers before agreeing to any
adjustment of insurance proceeds covered by the preceding sentence. Net Proceeds of insurance
received by any Borrower or any Restricted Subsidiary if not applied to acquire other assets or
property within the timelines provided in Section 2.09(b)(ii) hereof or in the case of business
interruption insurance promptly applied to the operation of Credit Parties’ business shall be
applied to prepay Loans in accordance with Section 2.09(c) hereof. During the occurrence and
continuance of an Event of Default, the Net Proceeds of insurance received by any Borrower or any
Restricted Subsidiary shall be maintained in a cash collateral account with the Administrative
Agent and may be, upon notice to the Borrowers, setoff and applied to prepay outstanding principal
and interest on the Loans. In addition to insurance for physical damage and public liability, the
Borrowers shall continue to maintain, and shall continue to maintain on behalf of each Restricted
Subsidiary, the foreign credit Receivable insurance in effect on the Effective Date covering the
Customers and countries then in effect with the deductibles, coverage limits and insuring
percentages then in effect, with such changes as may be approved by the Administrative Agent in its
Permitted Discretion. The Borrowers will deliver, and will deliver on behalf of each Restricted
Subsidiary, to the Administrative Agent (i) on the Effective Date and within ninety-five (95) days
after the end of each fiscal year of Holdings, a certificate dated such date showing the total
amount of insurance coverage as of such date, (ii) from time to time true and complete copies of
such insurance policies of the Credit Parties (or, if the Credit Parties do not have such insurance
policies in their possession, evidence thereof) relating to such insurance coverage as the Required
Lenders through the Administrative Agent may request, (iii) within fifteen (15) days of receipt of
notice from any insurer, a copy of any notice of cancellation or material adverse change in
coverage from that existing on the date of this Agreement and (iv) within fifteen (15) days of any
cancellation or nonrenewal of coverage by the Credit Parties, notice of such cancellation or
nonrenewal.



(c) The Borrowers shall cause all DOE Collateral consisting of natural uranium feed material
or other uranium inventory transferred by the DOE to be maintained in specifically designated
cylinders and physically separated from Eligible Inventory, and shall maintain separate written or
electronic records identifying all Receivables constituting DOE Collateral.



SECTION 5.03 Compliance with Laws. The Borrowers will comply, and cause each
Subsidiary to comply, with all applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including ERISA and the rules and regulations thereunder, but excluding
Environmental Laws which are the subject of Section 5.06) except where failure to comply would not
have a Material Adverse Effect, or where the necessity of compliance therewith is being contested
in good faith by appropriate proceedings.



SECTION 5.04 Inspection of Property, Books and Records. The Borrowers will keep, and
will cause each Restricted Subsidiary to keep, proper books of record and account reflecting their
business and activities; and will permit, and will cause each Restricted Subsidiary to permit, upon
reasonable notice, representatives of any Lender at such Lender’s expense to visit and inspect any
of their respective properties, to examine and make abstracts from any of their respective books
and records and to discuss their respective affairs, finances and accounts with their respective
officers, senior employees and independent public accountants, all during normal business hours and
as often as may reasonably be desired (but not so as to materially interfere with the business of
the Borrowers or any of their Restricted Subsidiaries); provided that the Borrowers may, at
their option, have one or more employees or representatives present at any such inspection,
examination or discussion; provided, further, that each of the foregoing shall be
subject to compliance with applicable laws and the Borrowers and their Restricted Subsidiaries
shall not be obligated to provide any information that is “classified” for reasons of national
security or foreign policy, or otherwise restricted from disclosure under applicable laws or
agreements. At the Borrowers’ expense, the Administrative Agent (a) shall have the right to audit,
up to two times each fiscal year (provided that (x) if a Default or Event of Default shall
have occurred and be continuing, the Administrative Agent shall have the right to conduct audits as
often as the Administrative Agent may request in the exercise of its Permitted Discretion and (y)
if Availability shall fall below an amount equal to the greater of (1) 20% of the aggregate
Commitments of all of the Lenders or (2) $60,000,000, then, during the period from the date that
Availability fell below such amount and continuing until the ninetieth (90th)
consecutive day on which Availability exceeds the greater of (1) 20% of the aggregate Commitments
of all of the Lenders or (2) $60,000,000, the Administrative Agent shall have the right to conduct
audits as often as the Administrative Agent may request in the exercise of its Permitted
Discretion), the existence and condition of the Collateral and to review compliance with the
Financing Documents, (b) shall have the right to retain an inventory appraiser to appraise the
inventory Collateral once each fiscal year (provided that, if a Default or Event of Default
shall have occurred and be continuing, the Administrative Agent shall have the right to retain
appraisers to appraise the inventory Collateral as often as the Administrative Agent may request in
the exercise of its Permitted Discretion) and (c) shall have the right to obtain independent
reports regarding the uranium markets, including, spot market value information. The Borrowers
will enter into agreements (in form and substance satisfactory to the Administrative Agent in its
Permitted Discretion) with the Administrative Agent and PriceWaterhouseCoopers LLP (or such other
nationally recognized independent public accounting firm as may be selected by the Borrowers and
which is reasonably satisfactory to the Administrative Agent in its Permitted Discretion) providing
annual verifications of Customer account balances and inventory counts in a manner reasonably
satisfactory to the Administrative Agent.



SECTION 5.05 Use of Proceeds. The proceeds of the Loans made and Letters of Credit
issued under this Agreement shall be used by the Borrowers for working capital needs and general
corporate purposes in the ordinary course of business of the Credit Parties and their Subsidiaries
(subject to the limitations set forth in Section 6.03 through 6.07), including without limitation,
Permitted Acquisitions and capital expenditures and ACP Expenditures permitted hereunder), and to
refinance certain existing Indebtedness, including, without limitation, under the Existing Credit
Agreement. None of such proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of
Regulation U.



SECTION 5.06 Environmental Matters. The Borrowers will keep and maintain, and will
cause their Subsidiaries to keep and maintain, all Real Property and each portion thereof in
compliance in all material respects with all applicable Environmental Laws and, except for the
Disclosed Matters, promptly notify the Administrative Agent in writing (attaching a copy of any
pertinent written material) of (a) any and all material compliance enforcement, cleanup, removal or
other governmental or regulatory actions instituted, completed or threatened in writing against the
Borrowers or their Subsidiaries by a Governmental Authority pursuant to any applicable
Environmental Laws; (b) any and all material claims made or threatened in writing by any Person
against Borrowers relating to damage, contribution, cost recovery, compensation, loss or injury
resulting from any Hazardous Materials; (c) discovery by any senior officer (vice president or
above) of a Borrower or any Subsidiary of any material occurrence or condition on any Real Property
or real property adjoining or in the vicinity of such Real Property that would reasonably be
expected to cause the interests of any Credit Party in such Real Property or any part thereof to be
subject to any restrictions on the ownership, occupancy, transferability or use of such Real
Property by any Credit Party or create material liability on the part of any Credit Party under any
applicable Environmental Laws; (d) any proceeding for the suspension or termination of a Permit
required under Environmental Laws for the operation of the business of the Credit Parties; or (e)
any part of the interests of any Credit Party in any Real Property that is or will be subject to a
lien imposed under Environmental Law.



SECTION 5.07 Taxes. The Borrowers will, and will cause each of their Subsidiaries to,
pay and discharge promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Borrowers and their Subsidiaries or upon their respective income or profits or in
respect of their respective property before the same shall become delinquent or in default, as well
as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, would give
rise to Liens upon such properties or any part thereof; provided, however, that
such payment and discharge shall not be required with respect to (i) any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and the applicable party, shall have set aside on its books adequate
reserves with respect thereto, and such contest operates to suspend collection of the contested
tax, assessment, charge, levy or claims and enforcement of a Lien or (ii) any tax, assessment,
charge, levy or claims, the failure to pay and discharge when due which, individually or in the
aggregate would not have a Material Adverse Effect.



SECTION 5.08 Security Interests. The Borrowers will at all times take, or cause to be
taken, and will cause their Restricted Subsidiaries to at all times take, or cause to be taken, all
actions necessary to maintain the Liens in favor of the Administrative Agent under the Security
Agreement as valid and perfected Liens, subject only to Liens permitted under Section 6.02, and
supply all information to the Administrative Agent necessary for such maintenance.



SECTION 5.09 Existence, Conduct of Business. The Borrowers will, and will cause each
of their Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses, permits, privileges
and franchises material to the conduct of its business; provided that the foregoing shall
not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.



SECTION 5.10 Litigation and Other Notices. The Borrowers will give the Administrative
Agent and the Lenders prompt written notice of the following:



(a) (i) the issuance by any court or Governmental Authority of any injunction, order, decision
or other restraint (A) prohibiting, or having the effect of prohibiting, the making of the Loans,
or invalidating, or having the effect of invalidating, any provision of this Agreement or the other
Financing Documents or (B) that would materially adversely affect the Lenders’ ability to enforce
any payment obligations hereunder, or (ii) the initiation of any litigation or similar proceeding
seeking any such injunction, order, decision or other restraint;



(b) the filing or commencement of any action, suit or proceeding against the Borrowers or any
of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental
Authority, (i) which is brought by or on behalf of any Governmental Authority (excluding notices
from or on behalf of a Governmental Authority regarding immaterial non-compliance by the Borrowers
or any of their Subsidiaries resulting from routine inspections), or in which injunctive or other
equitable relief is sought or which alleges criminal misconduct or (ii) as to which it is probable
(within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an
adverse determination and which, if adversely determined, would (A) reasonably be expected to
result in liability of the Borrowers or their Restricted Subsidiaries in an aggregate amount of
$5,000,000 or more, not reimbursable by insurance, or (B) materially impair the ability of a
Borrower or any Restricted Subsidiary to perform its material obligations under this Agreement, any
Note or any other Financing Document to which it is a party;



(c) (i) any Default or (ii) any failure by the Borrowers or their Subsidiaries to comply with
the provisions of the DOE Agreement, any other agreement with the DOE, the NRC, the Russian
government, OAO Techsnabexport or the Tennessee Valley Authority (other than any agreement with the
Tennessee Valley Authority entered into in the ordinary course of business relating to the supply,
enrichment or processing of uranium products), or any other material contract or agreement which
would reasonably be expected to result in a Material Adverse Effect, in each case, specifying the
nature and extent thereof and the action (if any) which is proposed to be taken with respect
thereto;



(d) notices given or received (with copies thereof) with respect to any Material Indebtedness
for borrowed money;



(e) notices given or received (with copies thereof) with respect to the foreign credit
Receivable insurance maintained by the Credit Parties;



(f) the execution and delivery by any Credit Party of any Swap Agreement or any amendment
thereto;



(g) the execution and delivery by any Credit Party of any material amendment, modification or
supplemental agreement to the DOE Agreement or any other agreement with the DOE, the NRC, the
Russian government, OAO Techsnabexport or the Tennessee Valley Authority (other than any agreement
with the Tennessee Valley Authority entered into in the ordinary course of business and relating to
the supply, enrichment or processing of uranium products);



(h) any loss, damage or destruction of any Collateral resulting from a Casualty Event having a
value in excess of $10,000,000; and



(i) any development in the business or affairs of a Borrower or any Restricted Subsidiary
which has had or could reasonably be expect to have a Material Adverse Effect.



Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of Holdings setting forth in reasonable detail the nature of the event
or development requiring such notice and any action taken or proposed to be taken with respect
thereto.



SECTION 5.11 Additional Grantors and Guarantors; Further Assurances.



(a) The Borrowers will, and will cause all of their Material Subsidiaries to, promptly inform
the Administrative Agent of the creation or acquisition of any Subsidiary (subject to the
provisions of Section 6.04), to cause each Material Subsidiary not in existence on the date hereof
to enter into a Guarantee in form and substance satisfactory to the Administrative Agent and to
execute the Security Agreement, as applicable, as a grantor, to cause the direct parent of each
such Material Subsidiary to pledge all of the Equity Interests of such Material Subsidiary pursuant
to the Security Agreement, to cause each such Material Subsidiary to pledge its accounts receivable
and all other assets pursuant to the Security Agreement, and, in connection with any of the
foregoing, to provide such resolutions, certificates and opinions of counsel as shall be requested
by the Administrative Agent in its Permitted Discretion; provided that the Credit Parties
shall not be required (i) to pledge more than 65% of the Equity Interests of any Foreign Subsidiary
whose Equity Interests are owned directly by a Domestic Subsidiary, (ii) to pledge any Equity
Interests of any Foreign Subsidiary whose Equity Interests are owned by another Foreign Subsidiary,
(iii) to cause any Foreign Subsidiary to enter into a Guarantee, or (iv) to cause any Foreign
Subsidiary to pledge its accounts receivable or other assets. For the avoidance of doubt, (A)
notwithstanding any provision of any Financing Document to the contrary, (x) no ACP Company shall
be required to become a Guarantor or Credit Party hereunder or to enter into any Financing
Document, (y) no ACP Company shall be required to pledge its assets as Collateral and (z) the
Equity Interests of any ACP Company shall not constitute Collateral or otherwise be required to be
pledged under any Financing Document and (B) nothing contained in this Agreement or any other
Financing Document shall prohibit or restrict the Borrowers from causing any Restricted Subsidiary
which is not a Material Subsidiary from entering into a Guarantee of the Obligations and executing
the Security Agreement and other applicable Financing Documents to the same extent and in the same
manner as would be required under this Section 5.11 if such Subsidiary were a Material Subsidiary.



(b) Without limiting the foregoing, each Credit Party will, and will cause each Material
Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative
Agent such documents, agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements, and other documents and such
other actions or deliveries of the type required by Section 4.01, as applicable), which may be
required by law or which the Administrative Agent may, from time to time, reasonably request to
carry out the terms and conditions of this Agreement and the other Financing Documents and to
ensure perfection and priority of the Liens created or intended to be created by the Security
Agreement or any other Financing Document, all at the expense of the Credit Parties.



SECTION 5.12 Cash Management Arrangements. The Borrowers will, and will cause each of
the other Credit Parties to, maintain such cash management systems and banking arrangements
(including the establishment of lockboxes and deposit account control arrangements) as provided for
in the Security Agreement and on terms satisfactory to the Administrative Agent in its Permitted
Discretion.



ARTICLE VI.




Negative Covenants




Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired
or been terminated and all LC Disbursements have been reimbursed, the Borrowers covenant and agree
with the Lenders and the Administrative Agent that:



SECTION 6.01 Indebtedness. The Borrowers will not, and will not permit any Restricted
Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:



(a) Indebtedness created under the Financing Documents;



(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01;



(c) Indebtedness of the Borrowers or any Restricted Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or capital assets, including Capital Lease
Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof; provided that (i)
such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the
completion of such construction or improvement, (ii) no Default or Event of Default shall have
occurred and be continuing and (iii) the aggregate principal amount of all Indebtedness incurred
pursuant to this subparagraph (c) from and after the Effective Date shall not exceed $10,000,000;



(d) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof, in
accordance with the terms hereof, provided that such Indebtedness exists at the time such
Person becomes a Restricted Subsidiary and such Indebtedness was not incurred in contemplation of
such Person becoming a Restricted Subsidiary;



(e) Guarantees permitted by Section 6.04;



(f) Indebtedness owing to any insurance company in connection with the financing of any
insurance premiums permitted by such insurance company in the ordinary course of business and
Indebtedness in respect of surety and appeal bonds and performance bonds issued in the ordinary
course of business or in connection with an Approved Capital Expenditure Program;



(g) Indebtedness of any Credit Party to any other Credit Party;



(h) Banking Services Obligations and Swap Obligations entered into in the ordinary course of
business and not for speculative purposes;



(i) Subordinated Indebtedness; provided that no such Subordinated Indebtedness shall
(i) be guaranteed by Holdings or any Restricted Subsidiary (unless such guarantee is expressly
subordinated to the Loans and LC Exposure on terms consistent with the subordination provisions
contained in Exhibit D hereto or otherwise satisfactory to the Administrative Agent in its
Permitted Discretion), (ii) be secured by any property of Holdings or any Restricted Subsidiary,
(iii) bear cash interest at a rate greater than 15% per annum, (iv) provide for any prepayment or
repayment of all or any portion of the principal thereof prior to six (6) months after the Maturity
Date, (v) contain more restrictive covenants than those contained herein or (vi) contain any cross
default provisions;



(j) Indebtedness in respect of: (i) the Convertible Notes; or (ii) other convertible notes,
high yield notes or similar debt securities issued by Holdings, which other convertible notes, high
yield notes or similar debt securities (x) do not provide for any required payment, prepayment or
repayment of all or any portion of the principal thereof prior to six (6) months after the Maturity
Date, and (y) are unsecured;



(k) unsecured Indebtedness not otherwise satisfying the criteria set forth in clauses (b),
(d), (e), (f), (g), (i) or (j) above or (l) through (n) below; provided that (i) no Default
or Event of Default shall have occurred and be continuing and (ii) the aggregate principal amount
of all outstanding Indebtedness incurred pursuant to this subparagraph (k) from and after the
Effective Date shall not exceed $20,000,000;



(l) Indebtedness owing to one or more Governmental Authorities or quasi-Governmental
Authorities, including without limitation, the Ohio Department of Development or any of its
affiliates, successors or assigns, in an aggregate principal amount not to exceed $25,000,000 at
any time;



(m) any extension, renewal, replacement or refinancing of Indebtedness permitted by any of
clauses (b) through (f) or (j) through (l) of this Section 6.01; provided that (i) such
extension, renewal, replacement or refinancing does not increase the principal amount (excluding
fees, premium, if any, and costs of issuance) of the Indebtedness that is being extended, renewed,
replaced or refinanced, except for increases in the principal amount of non-recourse Indebtedness
to the then fair market value of the assets pledged as security for such Indebtedness, (ii) the
Indebtedness resulting from such extension, renewal, replacement or refinancing shall have a
weighted average life to maturity that is no shorter than the Indebtedness that is being extended,
renewed, replaced or refinanced, (iii) if the Indebtedness that is being extended, renewed,
replaced or refinanced is secured by property or assets of the Credit Parties or any Restricted
Subsidiary, the Indebtedness resulting from such extension, renewal, replacement or refinancing
shall be secured only by substantially the same property or assets that were originally pledged to
secure the Indebtedness that is being extended, renewed, replaced or refinanced and (iv) if the
Indebtedness that is being extended, renewed, replaced or refinanced is Subordinated Indebtedness,
the Indebtedness resulting from such extension, renewal, replacement or refinancing shall be
Subordinated Indebtedness permitted by Section 6.01(i);



(n) advances and deposits received by or on behalf of a Credit Party or Restricted Subsidiary
from customers, processors and vendors in the ordinary course of business and escrow arrangements
entered into by a Credit Party or Restricted Subsidiary; and



(o) Indebtedness in respect of the Oak Ridge IRB Transaction.



SECTION 6.02 Liens. The Borrowers will not, and will not permit any Restricted
Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned
or hereafter owned by the Borrowers or any Restricted Subsidiary, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof, except:



(a) Permitted Encumbrances;



(b) any Lien on any property or asset of a Borrower or any Restricted Subsidiary existing on
the date hereof and set forth in Schedule 6.02, and replacements Liens on such property or
assets securing any extension, renewal, replacement or refinancing of any Indebtedness permitted by
Section 6.01(b) or 6.01(e) (to the extent the Guarantee relates to Indebtedness permitted under
Section 6.01(b)); provided that such extension, renewal, replacement or refinancing is also
permitted by Section 6.01(m);



(c) any Lien existing on any property or asset prior to the acquisition thereof by a Borrower
or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a
Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted
Subsidiary (and the products and proceeds thereof) and replacement Liens on such property or assets
securing any extension, renewal, replacement or refinancing of the Indebtedness secured by such
Lien permitted by Section 6.01(m); provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming a Restricted
Subsidiary, as the case may be and (ii) such Lien shall not apply to any other property or assets
of the Borrowers or any Restricted Subsidiary (other than the products and proceeds of the sale or
disposition by a Borrower or any Restricted Subsidiary of any such property or asset or of a
casualty event in respect thereof);



(d) Liens on assets financed or acquired with the proceeds of, and securing, Indebtedness
permitted under Section 6.01(c) or 6.01(e) (to the extent the Guarantee relates to Indebtedness
permitted under Section 6.01(c)) and any Liens permitted to secure any extension, renewal,
replacement or refinancing of such Indebtedness permitted by Section 6.01(m);



(e) Liens created by the Financing Documents in favor of the Administrative Agent and the
Lenders;



(f) [Reserved];



(g) [Reserved];



(h) licenses, leases or subleases permitted hereunder granted to others not interfering in any
material respect in the business of the Borrowers or any of their Restricted Subsidiaries;



(i) written or electronic records maintained by the Borrowers or their Restricted Subsidiaries
in their own names or in the name of a third party, which record natural uranium, enriched uranium,
separative work units and/or other nuclear material or components held by or for the Borrowers or
their Restricted Subsidiaries that are owned by the named account holders;



(j) Liens on equipment and machinery (and the products and proceeds thereof) securing
Indebtedness permitted under Section 6.01(l) or any renewal, replacement or refinancing thereof
permitted by Section 6.01(m);



(k) Liens securing Indebtedness permitted under Section 6.01(f) on assets of the type
customarily securing such Indebtedness;



(l) Liens granted in favor of the DOE on DOE Collateral securing the obligations of the
Borrowers to the DOE, provided that, within five (5) Business Days after granting any such
Lien, the Borrowers shall have provided to the Administrative Agent copies of the DOE Security
Agreement pursuant to which such Liens have been granted, all Uniform Commercial Code financing
statements to be filed in connection therewith and any agreements or other documents to be entered
into in connection therewith;



(m) Liens on the Equity Interests of the ACP Companies in favor of any ACP Lender; and



(n) Liens on inventory of the Borrowers in favor of any ACP Lender to secure a Guarantee
permitted under Section 6.04(p), provided that (i) such Liens are expressly junior and
subordinate to the Liens on such inventory in favor of the Administrative Agent, (ii) no such Liens
shall cover any inventory of the Borrowers not also subject to a Lien in favor of the
Administrative Agent and (iii) the Administrative Agent and the ACP Lender shall have entered into
an intercreditor agreement with respect to such Liens in form and substance satisfactory to the
Administrative Agent and the Required Lenders.



Notwithstanding anything to the contrary set forth herein, the Borrowers will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien in favor of
any Person (other than the Administrative Agent) on (i) any intellectual property of the Borrowers
and their Restricted Subsidiaries (other than Liens permitted under Sections 6.02(a), 6.02(b),
6.02(c), 6.02(d) and 6.02(h)), or (ii) the Equity Interests of Enrichment unless in the case of
clause (i) or (ii) the Administrative Agent is concurrently granted a Lien on such collateral on a
first priority basis.



SECTION 6.03 Fundamental Changes.



(a) The Borrowers will not, and will not permit any Restricted Subsidiary to, merge into or
consolidate with any other Person, or permit any other Person to merge into or consolidate with a
Borrower or any Restricted Subsidiary, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) any assets of a Borrower or any Restricted Subsidiary,
or the Equity Interests in any Restricted Subsidiary (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve.



(b) The Borrowers will not, and will not permit any of their Restricted Subsidiaries (i) to
engage to any material extent in any business other than businesses of the type conducted by the
Borrowers and their Subsidiaries on the date hereof and businesses reasonably related thereto, or
(ii) to change its fiscal year to something other than a March 31, September 30 or December 31 year
end.



(c) Notwithstanding the foregoing clauses (a) and (b), the Borrowers and their Restricted
Subsidiaries may:




(i) purchase and sell, transfer, lease or otherwise dispose of inventory and
equipment in the ordinary course;




(ii) sell worn out, obsolete, scrap or surplus assets not to exceed $1,000,000
in the aggregate in any fiscal year;




(iii) make Capital Expenditures (subject to Section 6.11 to the extent such
Capital Expenditures constitute ACP Expenditures);




(iv) liquidate Permitted Investments;




(v) make Investments and Guarantees permitted by Sections 6.01 and 6.04;




(vi) dispose of assets resulting from a Casualty Event, subject to the
provisions of Section 2.09;




(vii) merge or consolidate any Restricted Subsidiary (other than Enrichment)
into Holdings, Enrichment or any other wholly-owned Restricted Subsidiary (except
that no Restricted Subsidiary which is not a Foreign Subsidiary shall be merged or
consolidated into a Foreign Subsidiary);




(viii) merge or consolidate Holdings or any Restricted Subsidiary with any
third party Person to the extent permitted by Section 6.04; provided that
(w) Holdings or such wholly-owned Restricted Subsidiary is the surviving entity, (x)
no Change in Control results therefrom, (y) no Default then exists or would result
therefrom and (z) the Borrowers and their Restricted Subsidiaries execute such
amendments to the Financing Documents as the Administrative Agent may determine in
its Permitted Discretion are necessary to enable such surviving corporation to
become a Guarantor hereunder (to the extent not already a Credit Party) and to cause
the Administrative Agent to obtain a first priority Lien (subject only to Liens
permitted by Section 6.02) on the assets of the surviving corporation as
contemplated by the Financing Documents (to the extent not already in effect);




(ix) transfer or dispose of assets to any Borrower or to a wholly-owned
Material Subsidiary (provided that no Restricted Subsidiary which is not a
Foreign Subsidiary shall transfer or dispose of its assets to a Foreign Subsidiary),
or dissolve or liquidate any Restricted Subsidiary (other than Enrichment)
provided that the Borrowers or any Material Subsidiary (other than a Foreign
Subsidiary) succeeds to all material assets of the dissolved or liquidated
Restricted Subsidiary and the Administrative Agent maintains its Liens on all such
material assets (with the priority existing immediately prior to such liquidation)
as contemplated by the Financing Documents;




(x) transfer or dispose of assets (excluding (A) any inventory, accounts
receivable or other Collateral (provided that the Administrative Agent may, in its
Permitted Discretion, permit Collateral other than inventory, accounts receivable or
Equity Interests in Enrichment or any Guarantor constituting a Material Subsidiary
to be transferred or disposed of pursuant to this Section 6.03(c)(x), subject to the
limitations set forth below in this Section 6.03(c)(x)), (B) any Equity Interests in
Enrichment or any Guarantor constituting a Material Subsidiary and (C) any ACP
Property or Equity Interests of an ACP Company) for which the Net Proceeds received
by any Borrower or any Restricted Subsidiary, when added to the aggregate Net
Proceeds of all such dispositions made during that fiscal year, does not exceed an
amount equal to 2.5% of the book value of consolidated total assets of Holdings and
its Restricted Subsidiaries as of the last day of the immediately preceding fiscal
year and which does not result in a Material Adverse Effect;




(xi) make dispositions or transfers listed on Schedule 6.03;




(xii) grant licenses with respect to their intellectual property rights subject
to Section 6.02(h);




(xiii) sell, lease, dispose or transfer, free and clear of any and all Liens
created by the Financing Documents, ACP Property to the ACP Companies,
provided that (A) no Event of Default has occurred and is continuing or
would result therefrom and (B) the Borrowers shall have provided to the
Administrative Agent prior written notice of such sale, lease, disposal or transfer,
which notice shall specify in reasonable detail the ACP Property being sold, leased,
disposed or transferred; and




(xiv) sell, lease, dispose or transfer the Equity Interests of any ACP Company.



SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrowers
will not, and will not permit any of their Restricted Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person) any capital stock, evidences of indebtedness or
other securities (including any option, warrant or other right to acquire any of the foregoing) of,
make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit
to exist any investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other Person
constituting a business unit (collectively, “Investments”), except:



(a) Permitted Investments and Investments that were Permitted Investments when made;



(b) Investments outstanding on the Effective Date and, in the case of any such Investment in
an amount exceeding $100,000, identified in Schedule 6.04, and any renewals, amendments and
replacements thereof that do not increase the amount thereof;



(c) Guarantees by any Credit Party or any Restricted Subsidiary of Indebtedness or other
obligations of any other Credit Party permitted under Section 6.01 (subject in the case of
Indebtedness permitted under Section 6.01(i) to the limitations on Guarantees described therein);



(d) indemnities made and surety bonds issued in the ordinary course of business or in
connection with an acquisition permitted by this Agreement;



(e) indemnities made in the Financing Documents;



(f) Guarantees made in the ordinary course of business; provided that such Guarantees
are not (i) of Funded Indebtedness except to the extent such Indebtedness is Indebtedness of a
Credit Party permitted pursuant to Section 6.01 or (ii) of any ACP Project Financing;



(g) advances, loans, extensions of credit or capital contributions by any Credit Party to any
Credit Party and purchases by any Credit Party of Equity Interests in any other Credit Party;



(h) advances, loans or extensions of credit by any Credit Party or any Restricted Subsidiary
to officers, directors, employees and agents of such Credit Party or such Restricted Subsidiary (i)
in the ordinary course of business for travel, entertainment or relocation expenses not to exceed
$500,000 in the aggregate for all Credit Parties and Restricted Subsidiaries at any one time
outstanding and (ii) relating to indemnification or reimbursement of such officers, directors,
employees and agents in respect of liabilities relating to their service in such capacities;



(i) Investments received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes with, customers and
suppliers arising in the ordinary course of business;



(j) accounts, chattel paper and notes receivable arising from the sale or lease of goods or
the performance of services in the ordinary course of business and any Investments received in
satisfaction or partial satisfaction thereof;



(k) Capital Expenditures (other than ACP Expenditures (which are, for the avoidance of doubt,
permitted subject to Section 6.04(o)) and Liens not prohibited by this Agreement;



(l) Permitted Acquisitions;



(m) Investments consisting of advances to the vendor under the Russian Contract in accordance
with such contract and other advances in the ordinary course of business to vendors against
purchases of inventory, equipment, power, goods or services which the Borrowers or any of their
Restricted Subsidiaries is obligated to purchase in the future;



(n) Investments in newly formed Restricted Subsidiaries and additional Investments in existing
Restricted Subsidiaries that are not Credit Parties; provided that (i) if such Investment
is made in connection with a Permitted Acquisition, such acquisition shall comply with each of the
conditions set forth in the definition of “Permitted Acquisition”, (ii) if any newly formed or
existing Restricted Subsidiary becomes a Material Subsidiary as a result of such Investment, the
Credit Parties shall comply with Section 5.11, (iii) the aggregate amount of such Investment
together with the aggregate amount of all other Investments made pursuant to this subparagraph (n)
from and after the Effective Date shall not exceed $10,000,000, (iv) the Availability Percentage
during the period of four (4) consecutive fiscal quarters most recently ended prior to the
consummation of such Investment (determined on a pro forma basis after giving effect to such
Investment and the financing thereof as if such Investment and such financing had been consummated
on the first day of such period) shall be not less than 30%, (v) the Fixed Charge Coverage Ratio
for the period of twelve consecutive months most recently ended prior to the consummation of such
Investment (determined on a pro forma basis after giving effect to such Investment and the
financing thereof as if such Investment and such financing had been consummated on the first day of
such period) shall be not less than 1.25 to 1.00 and (vi) the Borrowers shall have delivered to the
Administrative Agent a Borrowing Base Certificate and certificate of a Financial Officer setting
forth reasonably detailed calculations demonstrating compliance with the minimum Availability
Percentage and minimum Fixed Charge Coverage Ratio requirements set forth in clauses (iv) and (v)
above;



(o) Investments and Guarantees consisting of ACP Expenditures (including Investments in Equity
Interests of the ACP Companies to the extent such Investments constitute ACP Expenditures) to the
extent permitted under Section 6.11;



(p) Investments consisting of Guarantees by the Borrowers in favor of any ACP Lender with
respect to the payment and performance by the ACP Companies of their obligations in respect of any
ACP Project Financing, provided that, to the extent Article Tenth of the Certificate of
Incorporation of Holdings as in effect on the Effective Date or any similar provision in the
Certificate of Incorporation of Holdings remains in effect as of the time of such ACP Project
Financing, any such ACP Lender shall have entered into a written agreement in favor of the
Administrative Agent and the Lenders pursuant to which such ACP Lender shall have (i) effectively
waived and agreed not assert or avail itself of any rights that such ACP Lender may have under or
in respect of such provision or under or in respect of any compromise or arrangement referred to in
such provision and (ii) not to vote in favor of any such compromise or arrangement unless such
compromise or arrangement is supported by the Required Lenders, such agreement to be reasonably
satisfactory in form and substance to the Administrative Agent; and



(q) Investments in the Specified Entity in an aggregate amount from and after the Effective
Date not to exceed $2,500,000.



SECTION 6.05 Prepayment or Modification of Indebtedness; Modification of Operating
Documents.



(a) The Borrowers will not, and will not permit any of their Restricted Subsidiaries to,
directly or indirectly prepay, redeem, purchase, retire, refinance, refund, replace or convert any
Funded Indebtedness, except (i) prepayments or redemptions of the Loans and other Indebtedness
under the Financing Documents, (ii) refinancings, refundings or replacements of Indebtedness
permitted by Section 6.01(m), (iii) conversion of the Convertible Notes into common stock of
Holdings (including, so long as no Default or Event of Default shall have occurred and be
continuing, the payment of up to $5,000,000 in cash in the aggregate from and after the Effective
Date in respect of any fractional shares remaining after any such conversion of the Convertible
Notes), and (iv) as otherwise expressly permitted under Section 6.06; and provided that
nothing herein shall prohibit the Borrowers or any Restricted Subsidiary from making regularly
scheduled payments of principal, interest and fees (or any mandatory prepayment in respect of any
Casualty Event or asset sale permitted under this Agreement) in respect of any Indebtedness (other
than Subordinated Indebtedness) permitted under Section 6.01.



(b) The Borrowers will not, and will not permit any of their Restricted Subsidiaries to,
modify, amend or alter (i) their operating agreements, certificates or articles of incorporation or
other constitutive documents in a manner which would reasonably be expected to have a Material
Adverse Effect or would otherwise be materially disadvantageous to the Lenders or (ii) (A) any
provision of any instrument, agreement or other document evidencing or governing any Subordinated
Indebtedness to the extent such modification, amendment or alteration would result in such
Subordinated Indebtedness not being in compliance with Section 6.01(i) or (B) any subordination
provision of any instrument, agreement or other document evidencing or governing any Subordinated
Indebtedness.



SECTION 6.06 Restricted Payments. The Borrowers will not, and will not permit any of
their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payments, except (a) any Restricted Subsidiary may pay dividends or distributions to
any Credit Party and any Restricted Subsidiary which is not a Credit Party may pay dividends or
distributions to another Restricted Subsidiary; (b) the Credit Parties may make regularly scheduled
payments of interest and fees in respect of Subordinated Indebtedness permitted under Section
6.01(i), in each case, to the extent permitted under the subordination provisions with respect
thereto (provided that such subordination provisions meet the requirements set forth in the
definition of “Subordinated Indebtedness” hereunder); (c) Holdings may declare and pay dividends or
distributions in securities issued by Holdings (but not in cash or other property) to the holders
of Equity Interests in Holdings (other than the Convertible Notes, except as permitted under
Section 6.06(d)); and (d) Holdings may make regularly scheduled payments of interest and fees in
respect of the Convertible Notes and the other payments in respect of the Convertible Notes
permitted by clause (iii) of Section 6.05(a).



SECTION 6.07 Transactions with Affiliates. The Borrowers will not, and will not
permit any of their Restricted Subsidiaries to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage
in any other transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the Borrowers or their
Restricted Subsidiaries than could be obtained on an arm’s-length basis from unrelated third
parties, (b) transactions between or among the Credit Parties and transactions between any Credit
Party and any Restricted Subsidiary that is not a Credit Party, in each case to the extent such
transactions are not otherwise prohibited under this Agreement or the other Financing Documents,
(c) any Restricted Payment permitted by Section 6.06, (d) loans and advances to officers,
directors, employees and agents permitted under Section 6.04(h), (e) fees and compensation paid to,
and customary indemnity and reimbursement provided on behalf of, officers, directors, employees and
agents of the Borrowers or any of their Subsidiaries, (f) employment agreements entered into by the
Borrowers or any of their Subsidiaries in the ordinary course of business, (g) transactions between
any Credit Party and any ACP Company that are (i) otherwise expressly permitted under this
Agreement or (ii) not otherwise prohibited under this Agreement and are at prices and on terms and
conditions not less favorable to the Borrowers or their Restricted Subsidiaries than could be
obtained on an arm’s-length basis from unrelated third parties and (h) transactions between any
Credit Party and the Specified Entity that are (i) described on or contemplated in Schedule 6.07(h)
or (ii) not otherwise prohibited under this Agreement and are at prices and on terms and conditions
not less favorable to the Borrowers or their Restricted Subsidiaries than could be obtained on an
arm’s-length basis from unrelated third parties.



SECTION 6.08 Restrictive Agreements. The Borrowers will not, and will not permit any
of their Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrowers or any of their Restricted Subsidiaries to create, incur or permit to
exist Liens on the Collateral in favor of the Administrative Agent pursuant to the Financing
Documents (or Liens on the Collateral in favor of any other agent or group of lenders that replaces
or refinances the Loans and other obligations of the Borrowers to the Lenders and the
Administrative Agent hereunder), or (b) the ability of any Restricted Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to make or repay loans or
advances to the Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the
Borrowers or any other Restricted Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall
not apply to restrictions and conditions existing on the date hereof identified on Schedule
6.08 (but shall apply to any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset
pending such sale, provided such restrictions and conditions apply only to the Restricted
Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens
permitted by this Agreement (other than second lien Indebtedness permitted to be incurred or
secured under Section 6.04(p)) if such restrictions or conditions apply only to the specific
property or assets subject to such permitted Lien, or the proceeds thereof, and (v) clause (a) of
the foregoing shall not apply to customary provisions in leases, licenses and other contracts
restricting the assignment thereof.



SECTION 6.09 Minimum Availability. The Borrowers shall not permit Availability at any
time to be less than the Minimum Availability Amount.



SECTION 6.10 Fixed Charge Coverage. If, at any time, Availability shall fall below
$75,000,000, then during the period commencing on the first Business Day on which Availability fell
below $75,000,000 and continuing until the ninetieth (90th) consecutive day on which
Availability exceeds $75,000,000 (the “Fixed Charge Applicable Period”), the Borrowers
shall not permit the Fixed Charge Coverage Ratio as of the end of each fiscal quarter during the
Fixed Charge Applicable Period to be less than 1.00 to 1.00 for the period of four consecutive
fiscal quarters most recently ended; provided, however, that



(a) if at any time during the Fixed Charge Applicable Period the Borrowers are required to
provide monthly financial statements to the Lenders pursuant to Section 5.01(c), the Fixed Charge
Coverage Ratio shall be calculated at the end of each calendar month for the period of twelve
consecutive months then most recently ended; and



(b) a breach of the Fixed Charge Coverage Ratio when so tested during a Fixed Charge
Applicable Period shall not be cured by a subsequent increase of Availability above the applicable
limit set forth above.



SECTION 6.11 ACP Expenditures. Notwithstanding anything to the contrary set forth in
this Agreement, the Borrowers shall not permit the aggregate amount of all ACP Expenditures (other
than ACP Expenditures made with ACP Specified Grant Proceeds) made by the Credit Parties and their
Restricted Subsidiaries from and after the Effective Date to exceed the sum of (1) an amount equal
to (x) the ACP Expenditures Base Amount minus (y) the aggregate amount of Investments made
in reliance on Section 6.04(q) plus (2) the ACP Net Equity Financing Proceeds (the
“Aggregate ACP Expenditures Amount”), provided that the amount of ACP Expenditures
attributable to Guarantees under clause (a) of the definition of “ACP Expenditures” at any time
shall be limited to the maximum liability at such time of any Borrower or Restricted Subsidiary
acting as guarantor thereunder for the payment of guaranteed obligations and, if and as such
liability is reduced or increased with the passage of time or otherwise, the portion of ACP
Expenditures attributable to such Guarantee shall be reduced or increased, as applicable, in a
corresponding amount, it being understood that once such liability is eliminated, the Guarantee
will no longer count against any applicable limit on ACP Expenditures hereunder, provided
further that



(a) if Availability shall fall below (or, after giving pro forma effect to any ACP Expenditure
and the financing thereof, would fall below) an amount equal $75,000,000 (an “ACP Expenditure
Reduction Event”):




(i) the aggregate amount of all ACP Expenditures (other than ACP Expenditures
made with ACP Specified Grant Proceeds) made during all ACP Expenditure Reduction
Periods over the term of this Agreement shall not exceed the lesser of (A) the
Aggregate ACP Expenditures Amount less all ACP Expenditures made prior to
the date of the proposed ACP Expenditure and (B) $25,000,000; and




(ii) (A) the aggregate amount of ACP Expenditures (other than ACP Expenditures
made with ACP Specified Grant Proceeds) that may be made in any calendar month
during an ACP Expenditure Reduction Period shall not exceed the lesser of (x)
$5,000,000 and (y) the aggregate amount of ACP Expenditures permitted under clause
(a)(i) above and (B) the Borrowers shall provide a written certification to the
Administrative Agent and the Lenders of the use and purpose of such ACP Expenditure
in reasonable detail during such ACP Expenditure Reduction Period; and



(b) no such ACP Expenditures (other than ACP Expenditures made with ACP Specified Grant
Proceeds) shall be permitted if an Event of Default has occurred and is continuing or would result
therefrom.



For the avoidance of doubt, the parties hereto acknowledge and agree that nothing in this Section
6.11 or in any other provision of any Financing Document shall restrict the ability of the Credit
Parties and their Restricted Subsidiaries to transfer, contribute, spend, invest or otherwise
dispose of ACP Specified Grant Proceeds for activities related to the American Centrifuge Project.



ARTICLE VII.




Events of Default




SECTION 7.01 Events of Default and Remedies. Each of the following events shall
constitute an “Event of Default” hereunder, if the same shall occur for any reason
whatsoever, whether voluntary or involuntary, by operation of law or otherwise:



(a) the Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when the same shall become due and payable, whether at the due
date thereof or at a date fixed for prepayment thereof or otherwise;



(b) the Borrowers shall fail to pay any interest on any Loan, the Revolving Credit Commitment
Fee or any other fee or any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement or any other Financing Document, within three (3) days after
the same shall become due and payable (other than when caused by an administrative error on the
part of the Administrative Agent, but such amount shall be payable immediately upon correction of
any such error), whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;



(c) any representation or warranty made or deemed made by any Credit Party in the Financing
Documents, or in any report, certificate, financial statement or other document furnished pursuant
to the Financing Documents, shall prove to have been incorrect in any material respect (or, if such
representation or warranty is by its terms qualified by concepts of materiality, in any respect) as
of the date when made or deemed made;



(d) the Borrowers shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.01, 5.02(b), 5.02(c), 5.04 (with respect to permitting audits and
appraisals), 5.05, 5.08, 5.09 (with respect to any Credit Party’s existence), 5.10(c) or 5.12 or in
Article VI;



(e) any Credit Party shall fail to observe or perform any covenant, condition or agreement of
such Credit Party contained in this Agreement (other than those specified in clause (a), (b) or (d)
of this Article) or any other Financing Document, and such failure shall continue unremedied for a
period of thirty (30) days after the earlier of receipt by such Credit Party of notice thereof from
the Administrative Agent (which notice shall be given at the request of any Lender) or after any
officer of such Credit Party obtains knowledge thereof;



(f) (i) default shall be made with respect to any Material Indebtedness of any Credit Party if
the effect of any such default shall be to accelerate, or to permit (with or without the giving of
notice, the lapse of time or both) the holder or obligee of such Indebtedness (or any trustee on
behalf of such holder or obligee) at its option to accelerate the maturity of such Indebtedness, or
(ii) a “Fundamental Change” (as such term is defined in the Convertible Note Indenture) which,
under the terms of the Convertible Note Indenture, permits the holders of the Convertible Notes to
require Holdings to repurchase or redeem the Convertible Notes for cash (other than as permitted by
Section 6.05) shall occur, and such “Fundamental Change” shall not have been cured or waived within
the applicable grace period (if any) set forth in the Convertible Note Indenture;



(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or its
debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or
for a substantial part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for sixty (60) days or an order or decree approving or ordering any of the
foregoing shall be entered;



(h) any Credit Party shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in
clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;



(i) any Credit Party shall become unable, admit in writing its inability or fail generally to
pay its debts as they become due;



(j) one or more judgments for the payment of money in an aggregate amount in excess of
$5,000,000 (not covered by insurance where the carrier has accepted responsibility) shall be
rendered against any Credit Party or any combination thereof and the same shall remain undischarged
for a period of thirty (30) consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
material assets of any Credit Party to enforce any such judgment;



(k) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, would reasonably be expected to
result in a Material Adverse Effect;



(l) a Change in Control shall occur;



(m) any of the Financing Documents shall for any reason cease to be, or shall be asserted by
any Person obligated thereunder not to be, a legal, valid and binding obligation of such Person,
including the improper filing by such Person of an amendment or termination statement relating to a
filed financing statement describing the Collateral, or any Lien on any material portion of the
Collateral purported to be created by any of such Financing Documents shall for any reason cease to
be, or be asserted by any Person granting any such Lien not to be a valid, first priority perfected
Lien (except to the extent otherwise permitted under any of the Financing Documents);



(n) any material damage to, or loss, theft or destruction of, any material Collateral, whether
or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public
enemy, or other casualty continuing for more than thirty (30) consecutive days beyond the coverage
of any applicable business interruption insurance, if in the case of any of the foregoing, any such
event or circumstance would reasonably be expected to have a Material Adverse Effect; or



(o) default under or failure by the Borrowers to comply with any term or provision of the
Lease Agreement dated July 1, 1993 between the DOE and Enrichment (as the same may from time to
time be amended, modified, supplemented or restated in accordance with its terms), the DOE
Agreement (other than those terms or provisions related to the deployment milestones for the
American Centrifuge Project) or any other material contract or agreement with the DOE or the
Russian Contract, or any exercise by the DOE of its rights or remedies under the DOE Agreement,
which, in each case, would reasonably be expected to result in a Material Adverse Effect.



SECTION 7.02 Remedies. If an Event of Default shall occur, then, in every such event
(other than an Event of Default with respect to any Credit Party described in clause (g) or (h) of
Section 7.01), and at any time thereafter during the continuance of such Event of Default, the
Administrative Agent may (with the consent of the Required Lenders), and at the request of the
Required Lenders shall, by notice to the Borrowers, take any one or more of the following actions,
at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, (b) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the Borrowers accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers, (c) require that the Borrowers
deposit cash collateral in an amount equal to 105% of the L/C Exposure in accordance with Section
2.04(j) or (d) exercise any other rights or remedies available under the Financing Documents or
applicable law; and in case of any Event of Default with respect to the Credit Parties described in
clause (g) or (h) of Section 7.01, the Commitments shall automatically terminate and the principal
of the Loans then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrowers. If an Event of Default shall have occurred and be continuing, then, notwithstanding
anything to the contrary set forth herein or in any other Financing Document, if the Administrative
Agent shall reasonably determine that Exigent Circumstances exist, the Administrative Agent shall
not be required to obtain the consent of the Required Lenders prior to taking such actions as the
Administrative Agent, in its reasonable judgment, deems necessary to preserve or protect the
Collateral or any portion thereof.



SECTION 7.03 Performance by the Administrative Agent. If, upon the occurrence and
during the continuance of any Event of Default and upon not less than seven (7) days prior written
notice by the Administrative Agent to the Borrowers, any Credit Party shall fail to perform any
covenant or agreement in accordance with the terms of the Financing Documents, the Administrative
Agent may, at the direction of Required Lenders, perform or attempt to perform such covenant or
agreement on behalf of the applicable Credit Party. In such event, the Borrowers shall, at the
request of the Administrative Agent, promptly pay any amount expended by the Administrative Agent
or the Lenders in connection with such performance or attempted performance to the Administrative
Agent, together with interest thereon at the applicable default rate from and including the date of
such expenditure to but excluding the date such expenditure is paid in full. Notwithstanding the
foregoing, it is expressly agreed that neither the Administrative Agent nor any Lender shall have
any liability or responsibility for the performance of any obligation of any Credit Party under any
Financing Document. The Administrative Agent may be obligated to pay certain amounts to the
financial institutions party to the cash management and control agreements executed pursuant hereto
from time to time, including without limitations, fees owed to such financial institutions arising
from their lock box and other deposit account services and amounts sufficient to reimburse such
financial institutions for the amount of any item deposited in the related account which is
returned unpaid. In the event either the Administrative Agent is required to pay any such amounts,
the Administrative Agent shall notify the Borrowers and Borrowers shall promptly pay any amount so
expended by the Administrative Agent to the Administrative Agent together with interest at the
applicable default rate from and including the date of such expenditure to but excluding the date
that such expenditure is paid in full. Amounts due and unpaid under this Section 7.03 may be
funded as Swingline Loans or Revolving Loans subject to the applicable terms and conditions of this
Agreement.



ARTICLE VIII.




The Administrative Agent




Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent both as administrative agent and collateral agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof and the other Financing Documents, together with such
actions and powers as are reasonably incidental thereto.



The bank serving as the Administrative Agent hereunder and under the other Financing Documents
shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of business with the
Borrowers or their Subsidiaries or other Affiliates thereof as if it were not the Administrative
Agent hereunder.



The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein or in the other Financing Documents. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or thereby that the
Administrative Agent is required to exercise in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for any failure to disclose, any information
relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative
Agent shall not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to the Administrative Agent by the
Borrowers or a Lender, and the Administrative Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with this Agreement, (ii) the contents of any certificate, report or other document delivered
hereunder or in connection herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement, instrument or document, (v)
the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent.



The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



The Administrative Agent may perform any and all of its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.



With respect to the release of Collateral, the Lenders hereby irrevocably authorize the
Administrative Agent, at its option and in its discretion, to release any Lien granted to or held
by the Administrative Agent upon any property covered by this Agreement or the other Financing
Documents (i) upon termination or expiration of the Commitments, the payment and satisfaction of
all obligations arising with respect to the Loans, all fees and expenses, the expiration or
termination of all the Letters of Credit and the reimbursement of all LC Disbursements; or (ii)
constituting property being sold or disposed of in compliance with the provisions of the Financing
Documents (and the Administrative Agent may rely in good faith conclusively on any certificate
stating that the property is being sold or disposed of in compliance with the provisions of the
Financing Documents, without further inquiry); provided, however, that (x) the
Administrative Agent shall not be required to execute any release on terms which, in the
Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any
obligation or entail any consequence other than the release of such Liens without recourse or
warranty, and (y) such release shall not in any manner discharge, affect or impair any Liens upon
all interests retained, all of which shall continue to constitute part of the property covered by
the Financing Documents.



With respect to perfecting security interests in Collateral which, in accordance with Article
9 of the Uniform Commercial Code or any comparable provision of any Lien perfection statute in any
applicable jurisdiction, can be perfected only by possession, each Lender hereby appoints each
other Lender its agent for the purpose of perfecting such interest. Should any Lender (other than
the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the
Administrative Agent, and, promptly upon the Administrative Agent’s request, shall deliver such
Collateral to the Administrative Agent or in accordance with the Administrative Agent’s
instructions. Each Lender agrees that it will not have any right individually to enforce or seek
to enforce this Agreement or any other Financing Document or to realize upon any Collateral for the
Loans, it being understood and agreed that such rights and remedies may be exercised only by or
with the approval of the Administrative Agent.



In the event that a petition seeking relief under Title 11 of the United States Code or any
other Federal, state or foreign bankruptcy, insolvency, liquidation or similar law is filed by or
against any Credit Party or any other Person obligated under the Financing Document, the
Administrative Agent is authorized, to the fullest extent permitted by applicable law, to file a
proof of claim on behalf of itself and the Lenders in such proceeding for the total amount of
obligations owed by such Person. With respect to any such proof of claim which the Administrative
Agent may file, each Lender acknowledges that without reliance on such proof of claim, such Lender
shall make its own evaluation as to whether an individual proof of claim must be filed in respect
of such obligations owed to such Lender and, if so, take the steps necessary to prepare and timely
file such individual claim.



Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrowers. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent which shall be a commercial bank, or an Affiliate of any such commercial bank.
Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from
its duties and obligations hereunder. The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder,
the provisions of this Article, Section 2.15(d) and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while it was acting as
Administrative Agent.



Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Each
Lender acknowledges the potential conflict of interest of each other Lender as a result of Lenders
holding disproportionate interests in the Loans, and expressly consents to and waives any claim
based upon such conflict of interest.



Each Lender and Issuing Bank hereby agrees that (a) it has requested a copy of each Report
prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no
representation or warranty, express or implied, as to the completeness or accuracy of any Report or
any of the information contained therein or any inaccuracy or omission contained in or relating to
a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports
are not comprehensive audits or examinations, and that any Person performing any field examination
will inspect only specific information regarding the Credit Parties and will rely significantly
upon the Credit Parties’ books and records, as well as on representations of the Credit Parties’
personnel and that the Administrative Agent undertakes no obligation to update, correct or
supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal
use, and it will not share the Report with any Credit Party or any other Person except as otherwise
permitted pursuant to this Agreement; and (e) without limiting the generality of any other
indemnification provision contained in this Agreement, it will pay and protect, and indemnify,
defend, and hold the Administrative Agent and any such other Person preparing a Report harmless
from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts
(including reasonable attorney fees) incurred by as the direct or indirect result of any third
parties who might obtain all or part of any Report through the indemnifying Lender.



The parties hereto agree that the titles Joint Book Manager, Joint Lead Arranger, Syndication
Agent and Documentation Agent are honorary and confer no duties upon such agents except as a Lender
hereunder, provided that the Joint Book Managers, Joint Lead Arrangers, Syndication Agent
and Documentation Agent shall be entitled to the rights and benefits specifically provided for
herein.



ARTICLE IX.




Miscellaneous




SECTION 9.01 Notices.



(a) Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by facsimile transmission, as follows:




(i) if to the Borrowers or to any other Credit Party, to USEC Inc. at 6903
Rockledge Drive, Bethesda, Maryland 20817, Attention: Treasurer (Tel. No.
301-564-3309; Fax No. 301-564-3237) with copies for informational purposes only to
Maritza U.B. Okata, Esq., O’Melveny & Myers LLP, 1625 Eye Street NW, Washington, DC
20006 (Tel. No. 202-220-5050; Fax No. 202-383-5114);




(ii) if to the Administrative Agent, the Issuing Bank or the Swingline Lender,
to JPMorgan Chase Bank, N.A., 270 Park Avenue, 44th Floor, New York, NY
10017, Attention: Kim N. Nguyen, Account Officer (Tel. No. 212-270-0398; Fax No.
646-534-2274) with copies for information purposes only to David L. Ruediger, Esq.,
Edwards Angell Palmer & Dodge LLP, 111 Huntington Avenue, Boston, Massachusetts
02199 (Tel. No. 617-239-0266; Fax No. 617-227-4420); and




(iii) if to any other Lender, to it at its address (or facsimile number) set
forth in its Administrative Questionnaire.



(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
(i) the means set forth in Section 9.01(a) above, (ii) e-mail and Intralinks or other nationally
recognized internet or intranet websites and (iii) such other means of electronic communications as
may be approved by the Administrative Agent and the Lenders. All such notices and other
communications (x) sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgement from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement), provided that if not given
during the normal business hours of the recipient, such notice or communication shall be deemed to
have been given at the opening of business on the next Business Day for the recipient, (y) posted
to Intralinks or another nationally recognized Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (x) of notification that such notice or communication is available and
identifying the website address and (z) sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed given when received. The Administrative Agent or the
Borrowers may, in their discretion, agree to accept notices and other communications to each of
them hereunder by electronic communications other than those set forth in clauses (i) through (iii)
above pursuant to procedures approved by each such party; provided that approval of such
procedures may be limited to particular notices or communications.



(c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.



SECTION 9.02 Waivers; Amendments.



(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank
and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of any Financing Document or consent to any
departure by the Borrowers there from shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time.



(b) Neither this Agreement nor any other Financing Document nor any provision hereof or
thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the
Borrowers and the Administrative Agent with the consent of the Required Lenders or (ii) in the case
of any other Financing Document, except as otherwise expressly provided therein, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and the Credit Party or
Credit Parties that are party thereto, with the consent of the Required Lenders; provided
that no such agreement pursuant to clause (i) and/or clause (ii) above shall (A) increase the
Commitment of any Lender without the written consent of such Lender or increase the aggregate
amount of the Commitments (except as otherwise permitted under Section 2.07) without the consent of
each Lender, (B) reduce the principal amount of any Loan, Note or LC Disbursement or reduce the
rate of interest thereon (other than the determination not to charge an increased rate of interest
after an Event of Default) (it being agreed that changes to Availability Percentage or any
component definitions thereof shall not constitute a reduction in the rate of interest), or reduce
any fees payable hereunder, without the written consent of each Lender directly affected thereby,
(C) postpone the Maturity Date or the scheduled date of payment of the principal amount of any Loan
(other than pursuant to Section 2.09(b) hereof) or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such payment or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender directly
affected thereby, (D) change Sections 2.16(b) or 2.16(d) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each Lender directly affected
thereby, (E) increase the advance rates set forth in the definition of Borrowing Base (except that
this provision will not restrict the authority of the Administrative Agent to impose or remove
reserves on the Borrowing Base), or add new categories of eligible assets to, or broaden the
criteria for inclusion of eligible assets in, the Borrowing Base, in each case, in a manner that
would have the effect of increasing the Borrowing Base or Availability by more than a de minimis
amount, without the written consent of each Lender, (F) increase the maximum permitted LC Exposure,
increase the maximum amount of Protective Advances that may be outstanding at any time, release all
or a material portion of the Collateral (other than any ACP Property in accordance with the terms
hereof), release any Guarantor constituting a Material Subsidiary (or any Collateral consisting of
Equity Interests in any Guarantor which is a Material Subsidiary), subordinate the Liens of the
Administrative Agent, or with respect to any other Indebtedness of the Borrowers cause the Liens of
the Administrative Agent to be pari passu with the Liens securing such other Indebtedness, in each
case, with respect to all or substantially all of the Collateral (other than the Indebtedness
permitted to be incurred pursuant to Section 2.07 or other Indebtedness that is permitted to be
outstanding pursuant to Section 6.01), or subordinate the repayment of all or any substantial part
of the Obligations to the repayment of any other Indebtedness, without the written consent of each
Lender or (G) change any of the provisions of this Section or the definition of “Required Lenders”
or “Protective Advances” or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; provided, further, that
no such agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Swingline Lender or the Issuing Bank hereunder without the prior written
consent of the Administrative Agent, the Swingline Lender or the Issuing Bank, as the case may be.



(c) If, in connection with any proposed amendment, waiver or consent requiring the consent of
“each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is
obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent
is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then
the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement
within one hundred fifty (150) days thereafter, provided that, concurrently with such replacement,
(i) another bank or other entity which is reasonably satisfactory to the Borrowers and the
Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other
Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become
a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting
Lender to be terminated as of such date and to comply with the requirements of clause (b) of
Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on
the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to
such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination,
including without limitation payments due to such Non-Consenting Lender under Sections 2.13 and
2.15, and (2) an amount, if any, equal to the payment which would have been due to such Lender on
the day of such replacement under Section 2.14 had the Loans of such Non-Consenting Lender been
prepaid on such date rather than sold to the replacement Lender.



SECTION 9.03 Expenses; Indemnity; Damage Waiver.



(a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Syndication Agent and their respective Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative Agent and the
Syndication Agent, in connection with the syndication and distribution (including without
limitation, via the internet or through a service such as Intralinks) of the credit facilities
provided for herein and the preparation and negotiation of the Financing Documents (whether or not
the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection
with the administration of the Financing Documents or any amendments, modifications or waivers of
the provisions of the Financing Documents (whether or not the transactions contemplated hereby or
thereby shall be consummated), (iii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iv) during the continuance of a Default, all out-of-pocket
expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any
Lender, in connection with the enforcement, collection or protection of its rights in connection
with the Financing Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit. Expenses being reimbursed by the Borrowers under this Section include, subject to the
limitations set forth in this Agreement, without limiting the generality of the foregoing,
reasonable costs and expenses incurred in connection with:




(i) appraisals and insurance reviews;




(ii) field examinations and the preparation of Reports based on the fees
charged by a third party retained by the Administrative Agent or the internally
allocated fees for each Person employed by the Administrative Agent with respect to
each field examination; provided that that up to two field examinations will
be conducted each year unless (x) a Default or Event of Default shall have occurred
and be continuing (in which case there shall be no limitation on the number or
frequency of field examinations) or (y) Availability shall fall below an amount
equal to the greater of (1) 20% of the aggregate Commitments of all of the Lenders
or (2) $60,000,000 (in which case, during the period from the date that Availability
fell below such amount and continuing until the ninetieth (90th)
consecutive day on which Availability exceeds the greater of (1) 20% of the
aggregate Commitments of all of the Lenders or (2) $60,000,000, there shall be no
limitation on the number or frequency of field examinations);




(iii) background checks regarding senior management and/or key investors, as
deemed necessary or appropriate in the Permitted Discretion of the Administrative
Agent;




(iv) taxes, fees and other charges (other than Excluded Taxes) for (A) lien and
title searches and title insurance and (B) recording mortgages, filing financing
statements and continuations, and other actions reasonably necessary to perfect,
protect, and continue the Administrative Agent’s Liens;




(v) sums paid or incurred to take any action required of any Credit Party under
the Financing Documents that such Credit Party fails to pay or take; and




(vi) forwarding loan proceeds, collecting checks and other items of payment,
and establishing and maintaining the accounts and lock boxes, and costs and expenses
of preserving and protecting the Collateral.



All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to
another deposit account, all as described in Section 2.16(c).



(b) The Borrowers shall jointly and severally indemnify the Administrative Agent the Joint
Lead Arrangers, the Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee (other than
Indemnified Taxes and Other Taxes for which indemnification shall be made pursuant to Section 2.15
and Excluded Taxes), incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds there from
(including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any
Environmental Liability related in any way to the Borrowers or any of their Subsidiaries or (iv)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claim, damages, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee.



(c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the
Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.



(d) To the extent permitted by applicable law, the Borrowers shall not assert, and hereby
waive, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.



(e) All amounts due under this Section shall be payable promptly after written demand therefor
and may be funded as Swingline Loans or Revolving Loans in accordance with the applicable terms and
conditions of this Agreement.



SECTION 9.04 Successors and Assigns. 



(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrowers may
not assign or otherwise transfer any of their rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrowers without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including an Affiliate of the Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of the Administrative
Agent, the Issuing Bank and the Borrowers, provided that no consent of the Borrowers shall
be required (x) for an assignment to an assignee that is a Lender, an Affiliate of a Lender or an
Approved Fund immediately prior to giving effect to such assignment or (y) if an Event of Default
has occurred and is continuing .




(ii) Assignments shall be subject to the following additional conditions:




(A) except in the case of an assignment to a Lender or an Affiliate of
a Lender or an Approved Fund, or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans, the amount of the
Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less
than $10,000,000 unless the Borrowers and the Administrative Agent otherwise
consent;




(B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;




(C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; and




(D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.




(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
of this Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.




(iv) The Administrative Agent, acting for this purpose as an agent of the
Borrowers, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the Loans
and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, and
the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




(v) Upon its receipt of a duly completed Assignment and Assumption executed by
an assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section, any
Note or Notes subject to such assignment and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept
such Assignment and Assumption and record the information contained therein in the
Register, provided that if either the assigning Lender or the assignee shall
have failed to make any payment required to be made by it pursuant to Section
2.04(d) or (e), 2.05, 2.15(d), 2.16(d) or 9.03(c), the Administrative Agent shall
have no obligation to accept such Assignment and Assumption and record the
information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph. Upon notice to the Borrowers, to the extent
requested by assignee and, if applicable, the assigning Lender, at the Borrowers’
expense, the Borrowers shall execute and deliver to the Administrative Agent in
exchange for such surrendered Notes, new Notes to the order of the assignee in an
amount equal to the portion of the Commitments assumed by it pursuant to such
Assignment and Assumption and, if the assigning Lender has retained any Commitment
hereunder, new Notes to the order of the assigning Lender in an amount equal to the
Commitment retained by it hereunder.



(c) (i) Any Lender may, without the consent of the Borrowers, the Administrative Agent or the
Issuing Bank, sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or
a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the
Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve
any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the first proviso to
Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrowers agree, to the fullest extent permitted under applicable law, that each Participant shall
be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section
9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(d)
as though it were a Lender.




(ii) A Participant shall not be entitled to receive any greater payment under
Section 2.13 or 2.15 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent.
A Participant shall not be entitled to the benefits of Section 2.15 unless the
Borrowers are notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section 2.15(f)
as though it were a Lender.



(d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement and the Notes issued to such Lender to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



SECTION 9.05 Survival. All covenants, agreements, representations and warranties made
by the Borrowers herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the making of any Loans
and the issuance of any Letters of Credit regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15, 9.03 and
9.12 and Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or
any provision hereof.



SECTION 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement, the other Financing Documents and any separate letter agreements with respect to
fees payable to the Administrative Agent or the Joint Lead Arrangers constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as
provided in Section 4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.



SECTION 9.07 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof, and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of any Borrower or its
Restricted Subsidiaries against any of and all the obligations of the Borrowers or their Restricted
Subsidiaries now or hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The applicable Lender shall notify the Borrowers and the
Administrative Agent of each set-off or application, provided that any failure to give or
any delay in giving such notice shall not affect the validity of any such set-off or application
under this Section. The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.



SECTION 9.09 GOVERNING LAW; Jurisdiction; Consent to Service of Process. 



(a) THIS AGREEMENT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE
STATE OF NEW YORK, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, BUT IN ANY EVENT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.



(b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court for the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrowers or their properties in the courts of
any jurisdiction.



(c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



(d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER FINANCING
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.



SECTION 9.11 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



SECTION 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and
the Lenders agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its Affiliates’(involved in the extension of
credit to the Borrowers) directors, officers, employees and agents, including accountants, rating
agencies, portfolio management servicers, legal counsel, service providers and other advisors (it
being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential), (b)
to the extent requested by any regulatory authority, (c) to the extent required by applicable laws
or regulations or by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, (g) with the written consent of the Borrowers or (h) to the
extent such Information (i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrowers or any Subsidiary. In addition, each
of the Administrative Agent, the Issuing Bank and the Lenders agrees that it will not, without the
prior written consent of the Borrowers, reference the Borrowers or the Transactions in any
advertisement, including any tombstones. In addition, each Lender, Agent and Issuing Bank may
disclose the existence of this Agreement and the information about this Agreement to market data
collectors and similar service providers to the lending industry, in each case, to the extent such
information has been disclosed in Holdings’ periodic filings with the Securities and Exchange
Commission or to the extent the Borrowers have given their prior written consent (such consent not
to be unreasonably withheld or delayed). For the purposes of this Section, “Information” means all
information received from the Borrowers or any of their Subsidiaries relating to the Borrowers or
any of their Subsidiaries or their businesses, other than any such information that is available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to
disclosure by the Borrowers or any of their Subsidiaries; provided that, in the case of
information received from the Borrowers or any of their Subsidiaries after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information. Notwithstanding anything herein to the contrary, each of the
Administrative Agent, the Issuing Bank and the Lenders agrees that any information relating to the
Credit Parties’ Customers or their contracts with its Customers shall not be disclosed to any
Person (other than legal counsel) without Borrowers’ express written consent.



EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.



ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HOLDINGS, THE
CREDIT PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.



SECTION 9.13 Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.



SECTION 9.14 Subordination by Credit Parties. Each Borrower, individually and on
behalf of each other Credit Party, hereby agrees that all present and future Indebtedness of any
Credit Party to another Credit Party (“Intercompany Indebtedness”) shall be subordinate and
junior in right of payment and priority to the Loans and all other obligations of the Borrowers and
the other Credit Parties to the Administrative Agent and the Lenders, and each Borrower,
individually and on behalf of each other Credit Party, agrees not to, during the existence of a
Default, make, demand, accept or receive any payment in respect of any present or future
Intercompany Indebtedness, including, without limitation, any payment received through the exercise
of any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until
such time as the Loans and all other obligations of the Borrowers and the other Credit Parties to
the Administrative Agent and the Lenders shall have been indefeasibly paid in full. So long as no
Default shall have occurred and be continuing and no Default shall be immediately caused thereby
and such Intercompany Indebtedness is permitted by the terms of this Agreement, the Credit Parties
may make and receive such payments in respect of any present or future Intercompany Indebtedness as
shall be customary in the ordinary course of the Credit Parties’ business. Without in any way
limiting the foregoing, in the event of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization, dissolution or other similar proceedings relative to any
Credit Party or to its businesses, properties or assets, the Lenders shall be entitled to receive
payment in full of the Loans and all other obligations of the Borrowers and the other Credit
Parties to the Administrative Agent and the Lenders before any Credit Party shall be entitled to
receive any payment in respect of any present or future Intercompany Indebtedness.



SECTION 9.15 USA Patriot Act. Each Lender hereby notifies the Credit Parties that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Patriot Act”), such Lender is required to obtain, verify and
record information that identifies the Credit Parties, which information includes the name and
address of each Credit Party and other information that will allow such Lender to identify such
Credit Party in accordance with the Patriot Act.



SECTION 9.16 Qualifications Regarding Credit Party Disclosures. Notwithstanding
anything to the contrary set forth herein, in no event shall any Credit Party be required to
provide in any exhibit or schedule hereto, or in response to any disclosure required hereunder or
any under Financing Document (including any annex, exhibit or schedule thereto), any information
that is “classified” for reasons of national security or foreign policy under applicable laws, and
each of the Credit Parties’ representations and warranties hereunder and thereunder and the
annexes, exhibits and schedules hereto and thereto are so qualified.



SECTION 9.17 Restatement. As of the date hereof, the terms conditions, agreements,
covenants, representations and warranties set forth in the Existing Credit Agreement are hereby
amended, restated, replaced and superseded in their entirety by this Agreement, provided
that nothing herein shall impair or adversely affect the continuation of the liability and
obligations of the Credit Parties under the Existing Credit Agreement as amended hereby and nothing
herein shall be construed to constitute payment of, or impair, limit, cancel or extinguish, or
constitute a novation in respect of, the Indebtedness and other obligations and liabilities of the
Credit Parties evidenced by or arising under the Existing Credit Agreement or the other Existing
Financing Documents as amended hereby (it being understood, however, that accrued interest and fees
under the Existing Credit Agreement are being paid by the Borrowers on the Effective Date in
accordance with Section 4.01(p)), and the liens and security interests in favor of the
Administrative Agent securing such Indebtedness and other obligations and liabilities, which shall
not in any manner be impaired, limited, terminated, waived or released, except as expressly
provided herein or in the other Financing Documents. Notwithstanding the foregoing, each party
hereto acknowledges and agrees that non-compliance with any provision of the Existing Credit
Agreement or the other Existing Financing Documents, if any, prior to the Effective Date is hereby
waived.



[remainder of page intentionally left blank]





1






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.




BORROWERS:




USEC INC.




By: /s/ John C. Barpoulis

Name: John C. Barpoulis

Title: Senior Vice President and Chief Financial

Officer





UNITED STATES ENRICHMENT CORPORATION




By: /s/ John C. Barpoulis

Name: John C. Barpoulis

Title: Senior Vice President and Chief Financial

Officer





ADMINISTRATIVE AGENT:




JPMORGAN CHASE BANK, N.A., as Administrative and Collateral Agent




By: /s/ Kim Nguyen

Name: Kim Nguyen

Title: Vice President




2




LENDERS:




JPMORGAN CHASE BANK, N.A.




By: /s/ Kim Nguyen

Name: Kim Nguyen

Title: Vice President




3




LENDERS:




WACHOVIA CAPITAL FINANCE


CORPORATION (NEW ENGLAND)




By: /s/ Jerry L. Jansen

Name: Jerry L. Jansen

Title: Senior Director





LENDERS:




UBS LOAN FINANCE LLC




By: /s/ Irja R. Otsa

Name: Irja R. Otsa

Title: Associate Director





By: /s/ Mary E. Evans

Name: Mary E. Evans

Title: Associate Director




TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 	 	 
	ARTICLE I.DEFINITIONS
	 	 	2	 
	Section 1.01
	 	Defined Terms	 	 	2	 
	Section 1.02
	 	Classification of Loans and Borrowings	 	 	39	 
	Section 1.03
	 	Terms Generally	 	 	39	 
	Section 1.04
	 	Accounting Terms; GAAP	 	 	40	 
	Section 1.05
	 	Joint and Several Obligations; Borrowers’ Agent	 	 	40	 
	ARTICLE II.THE CREDITS
	 	 	40	 
	Section 2.01
	 	Commitments	 	 	40	 
	Section 2.02
	 	Loans and Borrowings	 	 	41	 
	Section 2.03
	 	Requests for Borrowings	 	 	41	 
	Section 2.04
	 	Letters of Credit	 	 	42	 
	Section 2.05
	 	Funding of Borrowings.	 	 	47	 
	Section 2.06
	 	Interest Elections	 	 	51	 
	Section 2.07
	 	Termination, Reduction and Increase of Commitments	 	 	52	 
	Section 2.08
	 	Repayment of Loans; Evidence of Debt	 	 	54	 
	Section 2.09
	 	Prepayment of Loans	 	 	55	 
	Section 2.10
	 	Fees	 	 	58	 
	Section 2.11
	 	Interest	 	 	59	 
	Section 2.12
	 	Alternate Rate of Interest	 	 	60	 
	Section 2.13
	 	Increased Costs	 	 	61	 
	Section 2.14
	 	Break Funding Payments	 	 	62	 
	Section 2.15
	 	Taxes	 	 	62	 







	 	 	 	Section 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 65	 





	 	 	 	 	 	 	 	 	 
	Section 2.17
	 	Mitigation Obligations; Replacement of Lenders	 	 	68	 
	Section 2.18
	 	Defaulting Lenders	 	 	69	 
	Section 2.19
	 	Returned Payments	 	 	70	 
	ARTICLE III.REPRESENTATIONS AND WARRANTIES
	 	 	71	 
	Section 3.01
	 	Existence and Power	 	 	71	 







	 	 	 	Section 3.02 Corporate and Governmental Authorization; No Contravention 71	 





	 	 	 	 	 	 	 	 	 
	Section 3.03
	 	Binding Effect	 	 	71	 
	Section 3.04
	 	Financial Information	 	 	71	 
	Section 3.05
	 	Litigation	 	 	72	 
	Section 3.06
	 	Compliance with ERISA	 	 	72	 
	Section 3.07
	 	Taxes	 	 	72	 
	Section 3.08
	 	Environmental Compliance	 	 	73	 
	Section 3.09
	 	Properties	 	 	73	 
	Section 3.10
	 	Compliance with Laws and Agreements	 	 	74	 
	Section 3.11
	 	Investment and Holding Company Status	 	 	74	 
	Section 3.12
	 	Full Disclosure	 	 	74	 
	Section 3.13
	 	Security Interest	 	 	74	 
	Section 3.14
	 	Solvency	 	 	74	 
	Section 3.15
	 	Employee Matters	 	 	75	 
	Section 3.16
	 	Use of Proceeds	 	 	75	 
	Section 3.17
	 	Subsidiaries	 	 	75	 
	Section 3.18
	 	Insurance	 	 	76	 
	Section 3.19
	 	Foreign Assets Control Regulations, etc.	 	 	76	 
	Section 3.20
	 	Material Agreements	 	 	76	 
	ARTICLE IV.CONDITIONS
	 	 	76	 
	Section 4.01
	 	Effective Date	 	 	76	 
	Section 4.02
	 	Each Credit Event	 	 	80	 
	ARTICLE V.AFFIRMATIVE COVENANTS
	 	 	80	 
	Section 5.01
	 	Information	 	 	80	 
	Section 5.02
	 	Maintenance of Property; Insurance	 	 	85	 
	Section 5.03
	 	Compliance with Laws	 	 	86	 
	Section 5.04
	 	Inspection of Property, Books and Records	 	 	87	 
	Section 5.05
	 	Use of Proceeds	 	 	87	 
	Section 5.06
	 	Environmental Matters	 	 	88	 
	Section 5.07
	 	Taxes	 	 	88	 
	Section 5.08
	 	Security Interests	 	 	88	 
	Section 5.09
	 	Existence, Conduct of Business	 	 	88	 
	Section 5.10
	 	Litigation and Other Notices	 	 	89	 
	Section 5.11
	 	Additional Grantors and Guarantors; Further Assurances	 	 	90	 
	Section 5.12
	 	Cash Management Arrangements	 	 	91	 
	ARTICLE VI.NEGATIVE COVENANTS
	 	 	91	 
	Section 6.01
	 	Indebtedness	 	 	91	 
	Section 6.02
	 	Liens	 	 	93	 
	Section 6.03
	 	Fundamental Changes	 	 	95	 







	 	 	 	Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions 97	 






	 	 	 	Section 6.05 Prepayment or Modification of Indebtedness; Modification of Operating
Documents 99	 





	 	 	 	 	 	 	 	 	 
	Section 6.06
	 	Restricted Payments	 	 	100	 
	Section 6.07
	 	Transactions with Affiliates	 	 	100	 
	Section 6.08
	 	Restrictive Agreements	 	 	101	 
	Section 6.09
	 	Minimum Availability	 	 	101	 
	Section 6.10
	 	Fixed Charge Coverage	 	 	101	 
	Section 6.11
	 	ACPExpenditures	 	 	102	 
	ARTICLE VII.EVENTS OF DEFAULT
	 	 	103	 
	Section 7.01
	 	Events of Default and Remedies	 	 	103	 
	Section 7.02
	 	Remedies	 	 	105	 
	Section 7.03
	 	Performance by the Administrative Agent	 	 	106	 
	ARTICLE VIII.THE ADMINISTRATIVE AGENT
	 	 	106	 
	ARTICLE IX.MISCELLANEOUS
	 	 	110	 
	Section 9.01
	 	Notices	 	 	110	 
	Section 9.02
	 	Waivers; Amendments	 	 	111	 
	Section 9.03
	 	Expenses; Indemnity; Damage Waiver	 	 	113	 
	Section 9.04
	 	Successors and Assigns.	 	 	115	 
	Section 9.05
	 	Survival	 	 	119	 
	Section 9.06
	 	Counterparts; Integration; Effectiveness	 	 	119	 
	Section 9.07
	 	Severability	 	 	119	 
	Section 9.08
	 	Right of Setoff	 	 	119	 







	 	 	 	Section 9.09 GOVERNING LAW; Jurisdiction; Consent to Service of Process. 120	 





	 	 	 	 	 	 	 	 	 
	Section 9.10
	 	WAIVER OF JURY TRIAL	 	 	121	 
	Section 9.11
	 	Headings	 	 	121	 
	Section 9.12
	 	Confidentiality	 	 	121	 
	Section 9.13
	 	Interest Rate Limitation	 	 	122	 
	Section 9.14
	 	Subordination by Credit Parties	 	 	123	 
	Section 9.15
	 	USA Patriot Act	 	 	123	 
	Section 9.16
	 	Qualifications Regarding Credit Party Disclosures	 	 	123	 
	Section 9.17
	 	Restatement	 	 	124	 






EXHIBIT A




FORM OF ASSIGNMENT AND ASSUMPTION




Reference is made to that certain Second Amended and Restated Revolving Credit Agreement dated
as of February   , 2010 (as amended, modified, restated or supplemented from time to time, and in
effect on the date hereof, the “Credit Agreement”), among USEC Inc., a Delaware corporation
(“Holdings”), United States Enrichment Corporation, a Delaware corporation
(“Enrichment” and, together with Holdings, the “Borrowers”), JPMorgan Chase Bank,
N.A., as administrative and collateral agent (the “Administrative Agent”), the Lenders from
time to time party thereto, and the arrangers, book managers and other agents named therein. Terms
defined in the Credit Agreement are used herein with the same meanings.



The Assignor identified below hereby sells and assigns, without recourse, to the Assignee
identified below, and the Assignee hereby purchases and assumes, without recourse, from the
Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the
“Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement,
including, without limitation, the interests set forth below in the Commitment of the Assignor on
the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date,
together with the participations in Letters of Credit, LC Disbursements and Swingline Loans held by
the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the
Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement and
the other Financing Documents. From and after the Assignment Date (i) the Assignee shall be a
party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned
Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to
the extent of the Assigned Interest, relinquish its rights and be released from its obligations
under the Credit Agreement.



This Assignment and Assumption is being delivered to the Administrative Agent together with
(i) any documentation required to be delivered by the Assignee pursuant to Section 2.15(f) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not
already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied
by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee
payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement.



This Assignment and Assumption shall be governed by and construed in accordance with the laws
of the State of New York.



	 	 	 
	Date of Assignment:      , 20     

Legal Name of Assignor:

	 	



	Legal Name of Assignee:

	 	

	Assignee’s Address for Notices:

	 	

	Effective Date (“Assignment Date”):

	 	     , 20     
	 

	 	







	 	 	 	 	 	 	 
	 	 	Principal




Amount Assigned
	 	Percentage (set forth to at least 8

decimals) that the Assigned Interest

represents of the outstanding

Commitments

	 	 	 	 	 	 	 

	Commitment Assigned:
	 	$	0.00	 	 	0.00%

	 
	 	 	 	 	 	 

	Loans Assigned:
	 	$	0.00	 	 	0.00%

	 
	 	 	 	 	 	 







The terms set forth above are hereby agreed to:



[      ], as Assignor




By:

Name:

Title:




[      ], as Assignee




By:

Name:

Title:




The undersigned hereby consent to the within assignment:




JPMorgan Chase Bank, N.A.,






as Administrative and Collateral
Agent1




By:

Name:

Title:





[      ],1


as Issuing Bank




By:

Name:

Title:





USEC Inc.1




By:

Name:

Title:





United States Enrichment
Corporation1




By:

Name:

Title:





	1	 	As applicable under the Credit Agreement





EXHIBIT B




	 	 	 
	February 26, 2010

JPMorgan Chase Bank, N.A., as

Administrative Agent and Collateral Agent

under the Credit Agreement referred to below,

270 Park Avenue, 44th Floor

New York, NY 10017

	 	









OUR FILE NUMBER

880189-0002






and



The Lenders identified on the attached Schedule A



Ladies and Gentlemen:



We have acted as special counsel to USEC Inc., a Delaware corporation (“Holdings”), United
States Enrichment Corporation, a Delaware corporation (“Enrichment,” and together with Holdings,
each a “Borrower,” and collectively, the “Borrowers”), and NAC International Inc., a Delaware
corporation (“NAC”), in connection with the Second Amended and Restated Revolving Credit Agreement,
dated as of February [      ], 2010 (the “Credit Agreement”), among the Borrowers, JPMorgan Chase Bank,
N.A., as administrative and collateral agent for the Lenders (in such capacity, “Agent”), the
Lenders from time to time party thereto, and the arrangers, book managers and other agents named
therein. We are providing this opinion to you pursuant to Section 4.01(b) of the Credit Agreement,
at the request of you and the Opinion Parties (as defined below). Except as otherwise indicated,
capitalized terms used in this opinion and defined in the Credit Agreement will have the meanings
given in the Credit Agreement. Holdings, Enrichment and NAC are referred to herein collectively as
the “Opinion Parties” and individually as an “Opinion Party.”



In our capacity as such counsel, we have examined originals or copies of the following
documents (each dated as of the date hereof), such documents numbered 1 through 3 collectively
referred to herein as the “Loan Documents”:




	 	1.	 	the Credit Agreement;






	 	2.	 	the Second Amended and Restated Omnibus Pledge and Security Agreement, by and
among the Opinion Parties and Agent (the “Security Agreement”);






	 	3.	 	the Second Amended and Restated Guarantee, by NAC in favor of Agent (the “NAC
Guarantee”); and






	 	4.	 	the documents, orders, judgments and decrees listed in the certificates of the
Secretary of each of the Opinion Parties attached hereto as Exhibit I and
Exhibit II (the “Officer’s Certificates”).





In our capacity as such counsel, we have also examined unfiled copies of the UCC-1 Financing
Statements attached hereto as Schedule B naming (a) Holdings as debtor and Agent as secured
party, which we understand will be filed with the Delaware Filing Office (as defined below) (the
“Delaware UCC-1 Financing Statement – Holdings”), (b) Enrichment as debtor and Agent as Secured
Party, which we understand will be filed with the Delaware Filing Office (the “Delaware UCC-1
Financing Statement – Enrichment”), and (c) NAC as debtor and Agent as Secured Party, which we
understand will be filed with the Delaware Filing Office (the “Delaware UCC-1 Financing Statement –
NAC” and together with the Delaware UCC-1 Financing Statement – Holding and, Delaware UCC-1
Financing Statement – Enrichment, the “Delaware UCC-1 Financing Statements”).



As to relevant factual matters, we have relied upon, among other things, the Opinion Parties’
factual representations in the Officer’s Certificates, without any investigation with respect to
the truth and accuracy thereof. In addition, we have obtained and relied upon those certificates
of public officials we considered appropriate.



We have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with originals of all documents submitted to us as copies.
To the extent the Opinion Parties’ obligations depend on the enforceability of the Loan Documents
against the other parties thereto, we have assumed that the Loan Documents are enforceable against
such other parties.



On the basis of such examination, our reliance upon the assumptions in this opinion and our
consideration of those questions of law we considered relevant, and subject to the limitations and
qualifications in this opinion, we are of the opinion that:



1. Each Opinion Party is a corporation validly existing and, based solely upon our review
of good standing certificates received from the Delaware Secretary of State dated February 9, 2010
(with respect to Holdings and Enrichment) and February 1, 2010 (with respect to NAC), in good
standing under the laws of the State of Delaware, with corporate power to (i) own its properties
and assets, and (ii) enter into the Loan Documents to which it is a party and perform its
obligations under the Loan Documents to which it is a party.



2. The execution, delivery and performance by each Opinion Party of the Loan Documents to
which it is a party have been duly authorized by all necessary corporate action on the part of such
Opinion Party, and such Loan Documents have been duly executed and delivered by such Opinion Party.




3. Each Loan Document to which an Opinion Party is a party constitutes the legally valid
and binding obligation of such Opinion Party, enforceable against such Opinion Party in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting creditors’ rights generally (including, without limitation,
fraudulent conveyance laws), the effect of Article Tenth of the Certificate of Incorporation of
Holdings, and by general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless of whether considered in a proceeding in
equity or at law.



4. The execution and delivery by each Opinion Party of the Loan Documents to which it is a
party do not, and each such Opinion Party’s performance of its obligations under such Loan
Documents will not, violate such Opinion Party’s certificate of incorporation or bylaws.



5. The execution and delivery by each Opinion Party of the Loan Documents to which it is a
party do not, and such Opinion Party’s performance of its obligations under such Loan Documents
will not (i) breach or otherwise violate any existing obligation of or restriction on such Opinion
Party under any order, judgment or decree of any New York or federal court or governmental
authority binding on such Opinion Party identified in the Officer’s Certificates, or (ii) violate
the current General Corporation Law of the State of Delaware or any current New York or federal
statute, rule or regulation that we have, in the exercise of customary professional diligence,
recognized as applicable to such Opinion Party or to transactions of the type contemplated by the
Loan Documents. 



6. No order, consent, permit or approval of, or filing with, any New York or federal
governmental authority that we have, in the exercise of customary professional diligence,
recognized as applicable to any Opinion Party or to transactions of the type contemplated by the
Loan Documents is required on the part of any such Opinion Party for the execution and delivery of,
and performance of its obligations under, the Loan Documents to which it is a party, except for (i)
with respect to the performance of its obligations under the Loan Documents, routine informational
filings required by applicable law, (ii) filings to perfect security interests and liens
contemplated by the Loan Documents, (iii) with respect to the performance of its obligations under
the Loan Documents, filings required to maintain the existence of such Opinion Party in good
standing in applicable jurisdictions, (iv) with respect to the performance of its obligations under
the Loan Documents, filings that may be required to perfect security interests and liens in
connection with the Deferred Interests (as defined in the Security Agreement) and (v) with respect
to the performance of its obligations under the Loan Documents, future filings in the ordinary
course of business to comply with generally applicable regulatory or other laws or regulations
applicable to such Opinion Party. 



7. The Security Agreement is effective to create in favor of Agent as security for the
Secured Obligations (as defined in the Security Agreement) a security interest in that Collateral
(as defined in the Security Agreement) of the Opinion Parties in which a security interest may be
created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the
“Code”). 



8. Upon the filing of the Delaware UCC-1 Financing Statements with the Secretary of State
of the State of Delaware (the “Delaware Filing Office”), Agent will have a perfected security
interest in the interest of the Opinion Parties in the Collateral (as defined in the Security
Agreement) in which a security interest may be perfected under Delaware Article 9 (as defined
below) by the filing of a financing statement in the State of Delaware.



9. The Security Agreement is effective to create under the Code in favor of Agent a
security interest in the Certificated Securities (as defined below) identified on Annex A to the
Security Agreement. Assuming (i) prior delivery of the certificates representing such Certificated
Securities to Agent (and assuming such delivery occurred in New York), effectively endorsed to
Agent or in blank, and (ii) that, following such delivery to Agent, such Certificated Securities
have continued to be held by Agent in New York and, as of the date hereof, are held by Agent in New
York, Agent has a perfected security interest in such Certificated Securities, free of adverse
claims. For purposes of this paragraph 9, “Certificated Securities” means “certificated
securities” as defined in Section 8-102 of the Code. 



10. No Opinion Party is an “investment company” required to register under the Investment
Company Act of 1940, as amended.



The opinions expressed above are subject to the following additional limitations,
qualifications and exceptions:



(a) Our opinions in paragraph 3 above as to enforceability of the Loan Documents are subject
to:




(i) public policy considerations, statutes or court decisions that may limit the rights
of a party to obtain indemnification against its own negligence, willful misconduct or
unlawful conduct;




(ii) the unenforceability under certain circumstances of broadly or vaguely stated
waivers or waivers of rights granted by law where the waivers are against public policy or
prohibited by law;




(iii) the unenforceability under certain circumstances of provisions imposing
penalties, liquidated damages or other economic remedies;




(iv) the unenforceability under certain circumstances of provisions appointing one
party as trustee for an adverse party or provisions for the appointment of a receiver; and




(v) the unenforceability of any provision purporting to release or require a release of
future claims against the Agent or any Lender.



(b) We express no opinion as to the effect of non-compliance by you with any state or federal
laws or regulations applicable to the transactions contemplated by the Loan Documents because of
the nature of your business.



(c) We express no opinion as to any provision of any Loan Document insofar as it purports to
grant a right of setoff in respect of any Opinion Party’s assets to any person other than a
creditor of such Opinion Party.



(d) We advise you that any provision of any Loan Document which provides for exclusive
jurisdiction of the courts of any particular State and federal courts sitting in such State may not
be binding on the courts in the forums selected or excluded. We further advise you that, to the
extent any opinion relates to the enforceability of New York choice of forum provisions of the Loan
Documents, such provisions may not be binding on the federal courts sitting in the State of New
York (or any federal appellate court).



(e) Our opinion in paragraph 3 is subject to the qualification that certain rights, remedies,
waivers and other provisions of the Security Agreement may not be enforceable, but such
unenforceability will not, subject to the other exceptions, qualifications and limitations set
forth herein, render the Security Agreement invalid as a whole or substantially interfere with the
substantial realization of the principal benefits or security, or both, that the Security Agreement
purport to provide (except for the economic consequences of procedural or other delay).



(f) For purposes of the opinions expressed in paragraphs 4, 5 and 6, we have assumed that the
Opinion Parties will not in the future take any discretionary action (including a decision not to
act) permitted by the Loan Documents that would cause the performance of the Loan Documents to
constitute a violation or breach of or default under the certificate of incorporation or by-laws of
any Opinion Party or any order, judgment, or decree referred to in clause (i) of paragraph 3 or to
violate the General Corporation Law of the State of Delaware or any New York or federal statute,
rule or regulation, or to require an order, consent, approval or permit to be obtained from a New
York or federal governmental authority.



(g) We express no opinion regarding any provision of any Loan Document that purports to permit
Agent or any other person to sell or otherwise dispose of any collateral subject thereto except in
compliance with the Code, any other applicable federal and state laws and any agreement governing
such collateral, or to impose on Agent standards of care of collateral in Agent’s possession other
than as provided in Section 9-207 of the Code. We advise you that federal and state securities
laws may limit the right to transfer or dispose of collateral that may constitute securities under
such laws.



(h) We express no opinion with respect to any goods which are accessions to, or commingled
with, other goods to the extent that the security interest is limited by Section 9-335 or 9-336 of
the Code.



(i) We express no opinion regarding the validity or perfection of the security interest as it
relates to the Deferred Interests (as defined in the Security Agreement).



(j) We express no opinion concerning federal or state securities laws or regulations, except
in paragraph 10. We express no opinion concerning (i) federal or state antitrust, unfair
competition or trade practice laws or regulations (ii) pension and employee benefit laws and
regulations, (iii) compliance with fiduciary requirements, (iv) federal or state environmental laws
and regulations, (v) federal or state land use or subdivision laws or regulations, or (vi) the
Trading with the Enemy Act, as amended, the foreign assets control regulations of the United States
Treasury Department, the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended, Executive Order No.
13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit or Support Terrorism, as amended, and any enabling legislation, rules,
regulations or executive orders relating thereto. We express no opinion concerning federal or
state laws, regulations, rules, executive orders, treaties or compacts governing or otherwise
related to the nuclear regulatory regime, including, without limitation, the Atomic Energy Act of
1954 (as amended), the Energy Reorganization Act of 1974 (as amended), the Nuclear Waste Policy Act
of 1982 (as amended), the Energy Policy Act of 1992, the Hazardous Materials Transportation Act (as
amended), the Nuclear Non-Proliferation Act of 1978, the USEC Privatization Act of 1996, and any
related rules and regulations promulgated by any federal or state governmental authority,
including, without limitation, the U.S. Department of Energy, the U.S. Nuclear Regulatory
Commission, the U.S. Commerce Department, the U.S. Department of Transportation, the U.S.
Department of Labor and the U.S. Department of Homeland Security.



(k) Our opinions in paragraphs 7, 8 and 9 are limited to Article 9 of the Code and do not
address (A) laws of jurisdictions other than New York (and, as to our opinion in paragraph 8 only,
Delaware Article 9 (as defined below)), (B) collateral not subject to Article 9 of the Code
(including by reason of Section 9-109(c) or (d) thereof), or (C) under Sections 9-301 through 9-306
of the Uniform Commercial Code as in effect in any jurisdiction, or otherwise, what law governs the
perfection of the security interests granted in the collateral covered by those opinion paragraphs.
Our opinion in paragraph 8 is based solely upon a review of Article 9 of the Uniform Commercial
Code in effect in the State of Delaware on the date hereof, as reported in Delaware Uniform
Commercial Code Annotated (LexisNexis 2009) (“Delaware Article 9”) and excludes any review of
official decisions interpreting Delaware Article 9 or any other review.



(l) We express no opinion with respect to:



(i) Collateral consisting of real property, copyrights, farm products, consumer goods,
as-extracted collateral, commercial tort claims, cooperative interests (as such terms are defined
in the Code) and timber to be cut; or



(ii) the priority of any security interest.



(m) In rendering the opinions in paragraphs 7, 8 and 9, we have assumed that:



(i) each Opinion Party has, or will have at the relevant time, rights in the Collateral in
which such Opinion Party has granted a security interest to Agent within the meaning of Section
9-203(b)(2) of the Code at all times relevant to this opinion;



(ii) except to the extent that the description refers to “types” of collateral defined in the
Code, such as accounts, inventory, general intangibles, deposit accounts, chattel paper,
instruments and investment property, the Collateral is reasonably identified in the description of
collateral set forth in the Security Agreement in accordance with Section 9-108 of the Code and in
the Delaware UCC-1 Financing Statements in accordance with Section 9-504 of the Code;



(iii) neither Agent nor the Lenders have notice of any adverse claims to the Certificated
Securities referred to in paragraph 9; and



(iv) at all times relevant to this opinion, value has been given within the meaning of Section
9-203(b)(1) of the Code.



(n) We advise you that we have not made or undertaken to make any investigation as to the
existence of or state of title to the Collateral and we express no opinion as to the existence,
condition or location of the Collateral.



We have not given substantive attention on behalf of any Opinion Party to, or represented any
Opinion Party in connection with, any actions, suits or proceedings pending or overtly threatened
in writing against any Opinion Party before any court, arbitrator or governmental agency, which
seek to affect the enforceability of the Loan Documents. We call your attention to the fact that
our engagement is limited to specific matters as to which we are consulted by any Opinion Party.



The law covered by this opinion is limited to the present federal law of the United States,
the present law of the State of New York, the present General Corporation Law of the State of
Delaware, and Delaware Article 9. We express no opinion as to the laws of any other jurisdiction
and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements
of any county, municipality, subdivision or local authority of any jurisdiction.



This opinion is furnished by us as special counsel for the Opinion Parties and may be relied
upon by you only in connection with the transactions contemplated by the Loan Documents. It may
not be used or relied upon by you for any other purpose or by any other person, nor may copies be
delivered to any other person, without in each instance our prior written consent. You may,
however, deliver a copy of this opinion to assignees of the Loans permitted under Section 9.04 of
the Credit Agreement. At your request, we hereby consent to reliance on this opinion by such
assignees to the same extent as the addressees hereof as if this opinion were addressed and had
been delivered to them on the date of this opinion, on the condition and understanding that (i) we
assume no responsibility or obligation to consider the applicability or correctness of this opinion
to any person other than the addressees and (ii) any such reliance by future assignee must be
actual and reasonable under the circumstances existing at the time of assignment. This opinion is
expressly limited to the matters set forth above, and we render no opinion, whether by implication
or otherwise, as to any other matters. This letter speaks only as of the date hereof and we assume
no obligation to update or supplement this opinion to reflect any facts or circumstances that arise
after the date of this opinion and come to our attention, or any future changes in laws.




Respectfully submitted,



Schedule A




JPMorgan Chase Bank, N.A.


Wachovia Capital Finance Corporation (New England)


UBS Loan Finance LLC



Schedule B




Delaware UCC-1 Financing Statements




(see attached)




EXHIBIT C-1




FORM OF [AMENDED AND RESTATED]1 REVOLVING CREDIT NOTE




New York, New York




$ , 20      



FOR VALUE RECEIVED, the undersigned, USEC Inc., a Delaware corporation (“Holdings”)
and United States Enrichment Corporation, a Delaware corporation (“Enrichment” and,
together with Holdings, the “Borrowers”), hereby jointly and severally promise to pay to
the order of        (the “Lender”), at the office of JPMorgan
Chase Bank, N.A., as Administrative and Collateral Agent (the “Administrative Agent”), at
270 Park Avenue, 44th Floor, New York, NY 10017, at the expiration of the Availability
Period as defined in that certain Second Amended and Restated Revolving Credit Agreement dated as
of February   , 2010, among the Borrowers, the Administrative Agent, the Lenders from time to
time party thereto, and the arrangers, book managers and other agents named therein (as amended,
modified, restated or supplemented from time to time, the “Credit Agreement”) or earlier as
provided for in the Credit Agreement, the lesser of the principal sum of



____________________________AND ____/100 DOLLARS ($_____________)




or the aggregate unpaid principal amount of all Revolving Loans to the Borrowers from the
Lender pursuant to the terms of the Credit Agreement, in lawful money of the United States of
America in immediately available funds, and to pay interest from the date thereof on the principal
amount hereof from time to time outstanding, in like funds, at said office, at a rate or rates per
annum and, in each case, and payable on such dates as determined pursuant to the terms of the
Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Credit Agreement. [This Amended and Restated Revolving Credit Note amends
and restates and is issued in substitution for and replacement of that certain Revolving Credit
Note dated August 18, 2005 issued by the Borrowers in favor of Lender (the “2005 Note”),
provided that nothing herein shall impair or adversely affect the continuation of the liability and
obligations of the Borrowers under the Existing Credit Agreement and nothing herein shall be
construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a
novation in respect of, the Indebtedness and other obligations and liabilities of the Borrowers
evidenced by the 2005 Note, which Indebtedness and other obligations and liabilities shall continue
hereunder subject to the terms and conditions of the Credit Agreement.]



The Borrowers jointly and severally promise to pay interest, on demand, on any overdue
principal and fees and, to the extent permitted by law, overdue interest from their due dates at a
rate or rates determined as set forth in the Credit Agreement.



The Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind
whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.




	1	 	Applicable to Lenders party to the Existing Credit Agreement.




4









This [Amended and Restated] Revolving Credit Note is one of the Notes referred to in the
Credit Agreement (and is secured by the Collateral referred to therein), which, among other things,
contains provisions for the acceleration of the maturity hereof upon the happening of certain
events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof
and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms
and conditions therein specified. THIS [AMENDED AND RESTATED] REVOLVING CREDIT NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION, BUT IN ANY EVENT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



IN WITNESS WHEREOF, each of the undersigned has executed this Revolving Credit Note under seal
as of the date first set forth above.




USEC INC.




By:

Name:

Title:





UNITED STATES ENRICHMENT CORPORATION




By:

Name:

Title:




EXHIBIT C-2




FORM OF AMENDED AND RESTATED SWINGLINE NOTE




New York, New York




$ , 20      



FOR VALUE RECEIVED, the undersigned, USEC Inc., a Delaware corporation (“Holdings”),
and United States Enrichment Corporation, a Delaware corporation (“Enrichment” and,
together with Holdings, the “Borrowers”), hereby jointly and severally promise to pay to
the order of JPMORGAN CHASE BANK, N.A. (the “Swingline Lender”), at the office of JPMorgan
Chase Bank, N.A., as Administrative and Collateral Agent (the “Administrative Agent”), at
270 Park Avenue, 44th Floor, New York, NY 10017 on the date(s) and in the manner
provided in that certain Second Amended and Restated Revolving Credit Agreement dated as of
February   , 2010, among the Borrowers, the Administrative Agent, the Lenders from time to time
party thereto, and the arrangers, book managers and other agents named therein (as amended,
modified, restated or supplemented from time to time, the “Credit Agreement”), the lesser
of the principal sum of



____________________________AND ____/100 DOLLARS ($_____________)




or the aggregate unpaid principal amount of all Swingline Loans to the Borrowers from the Swingline
Lender pursuant to the terms of the Credit Agreement, in lawful money of the United States of
America in immediately available funds, and to pay interest from the date thereof on the principal
amount hereof from time to time outstanding, in like funds, at said office, at a rate or rates per
annum and, in each case, and payable on such dates as determined pursuant to the terms of the
Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Credit Agreement. This Amended and Restated Swingline Note amends and
restates and is issued in substitution for and replacement of that certain Swingline Note dated
August 18, 2005 issued by the Borrowers in favor of the Swingline Lender (the “2005 Swingline
Note”), provided that nothing herein shall impair or adversely affect the continuation of the
liability and obligations of the Borrowers under the Existing Credit Agreement and nothing herein
shall be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute
a novation in respect of, the Indebtedness and other obligations and liabilities of the Borrowers
evidenced by the 2005 Swingline Note, which Indebtedness and other obligations and liabilities
shall continue hereunder subject to the terms and conditions of the Credit Agreement.



The Borrowers jointly and severally promise to pay interest, on demand, on any overdue
principal and fees and, to the extent permitted by law, overdue interest from their due dates at a
rate or rates determined as set forth in the Credit Agreement.



The Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind
whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.



This Amended and Restated Swingline Note is one of the Notes referred to in the Credit
Agreement (and is secured by the Collateral referred to therein), which, among other things,
contains provisions for the acceleration of the maturity hereof upon the happening of certain
events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof
and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms
and conditions therein specified. THIS AMENDED AND RESTATED SWINGLINE NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS
OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION, BUT IN ANY EVENT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



IN WITNESS WHEREOF, each of the undersigned has executed this Amended and Restated Swingline
Note under seal as of the date first set forth above.




USEC INC.




By:

Name:

Title:





UNITED STATES ENRICHMENT CORPORATION




By:

Name:

Title:




EXHIBIT D




SUBORDINATION PROVISIONS




“Holder” means any registered holder of this Note.1



“Secured Obligations” shall have the meaning attributed to such term in the Senior Security
Agreement.



“Senior Agent” shall mean JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent for the Senior Lenders under the Senior Credit Agreement, and its successors in such
capacity, or if there is then no acting Administrative Agent and Collateral Agent under the Senior
Credit Agreement, financial institutions constituting “Required Lenders” as defined therein.



“Senior Credit Agreement” shall mean the Second Amended and Restated Revolving Credit
Agreement dated as of February   , 2010, by and among USEC, Inc. and United States Enrichment
Corporation, as joint and several co-borrowers (“Borrowers”), the financial institutions listed
therein as “Lenders”, Senior Agent and the entities listed therein as Book Managers, Lead
Arrangers, Syndication and Documentation Agents, as applicable, as such agreement has heretofore
been and may hereafter be amended, restated, modified or supplemented from time to time, together
with any credit agreement or similar document from time to time executed by Borrowers to evidence
any Refinancing (as defined in the definition of Senior Indebtedness) or successive Refinancings.



“Senior Debt Documents” shall mean the Senior Credit Agreement, the Senior Security Agreement,
the Senior Guarantee, and all other documents and instruments delivered or filed in connection with
the creation or incurrence of any Senior Indebtedness (including, without limitation, the
promissory notes, guaranties, security agreements, pledge agreements and mortgages executed and
delivered by, and letters of credit issued for the account of, Borrowers and their direct or
indirect subsidiaries in respect of the Secured Obligations).



“Senior Guarantee” shall mean the Second Amended and Restated Guarantee dated as of February
     , 2010 by and between Senior Guarantors and Senior Agent, together with any other guarantee from
time to time executed by a Senior Guarantor to guarantee all or any portion of the Secured
Obligations.



“Senior Guarantors” shall mean any direct or indirect subsidiary of any Borrower that
guarantees all or any portion of the Secured Obligations in accordance with the terms of the Senior
Credit Agreement.




	1	 	Note: If the subordinated indebtedness is issued pursuant to an agented facility
or relates to a guaranty, these provisions may be included in the Note Purchase Agreement or
guaranty, as applicable, with conforming changes.




5









“Senior Indebtedness” shall mean (i) all Secured Obligations now or hereafter incurred
pursuant to and in accordance with the terms of the Senior Debt Documents, (ii) any additional
indebtedness incurred under or pursuant to the Senior Credit Agreement and the other Senior Debt
Documents, whether such Secured Obligations or additional indebtedness involve principal prepayment
charges, interest (including, without limitation, interest accruing after the filing of a petition
(or which would have accrued, but for the filing of such petition) initiating any proceeding under
the Bankruptcy Code with respect to any Borrower or any Senior Guarantor or any of their respective
affiliates, whether or not allowed as a claim in such proceeding), indemnities (other than inchoate
indemnification obligations with respect to claims, losses or liabilities which have not yet arisen
after all other Secured Obligations have been repaid in full, all letters of credit issued under or
in connection with the Senior Debt Documents have terminated or expired and all commitments to lend
thereunder have terminated) or reimbursement of fees, expenses or other amounts, and (iii) any
indebtedness incurred (other than those not due and payable when all other Secured Obligations have
been repaid, all letters of credit have terminated or expired and all commitments to extend credit
under the Senior Debt Documents are terminated) for the purpose of refinancing, restructuring,
extending or renewing (collectively, “Refinancing”) the obligations of Borrowers under the Senior
Credit Agreement as set forth in clauses (i) and (ii) above.



“Senior Lenders” shall mean the financial institutions party to the Senior Credit Agreement as
“Lenders” from time to time.



“Senior Security Agreement” shall mean the Second Amended and Restated Omnibus Pledge and
Security Agreement dated as of February   , 2010 by and among Borrowers, the Senior Guarantors and
the Senior Agent, as such agreement has heretofore been and may hereafter be amended, restated,
modified or supplemented from time to time, together with any security agreement, pledge agreement
or similar document from time to time executed by Borrowers and any Senior Guarantor in connection
with any Refinancing (as defined in the definition of Senior Indebtedness) or successive
Refinancings.



1. Subordination.



(o) Agreement to Subordinate. Borrowers, Senior Guarantors2 and, by its
acceptance hereof, each Holder, jointly and severally covenant and agree that the indebtedness of
any Borrower and of any Senior Guarantor evidenced by this Note, whether for principal, interest or
any other amount payable under or in respect hereof and all rights or claims arising out of or
associated with such indebtedness (the “Subordinated Obligations”), are and shall be junior and
subordinate in right of payment to the prior payment in full in cash or other immediately available
funds of all Senior Indebtedness in accordance with the provisions of this Section X. Each holder
of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the
agreements of Borrowers, Senior Guarantors and the Holder contained in this Section X. The
provisions of this Section X shall continue to be effective and shall be reinstated if at any time
any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any
holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy
or reorganization of any Borrower or any Senior Guarantor. Any




	2	 	NOTE: Certain references to Borrowers and/or Senior Guarantors reflected in this
Exhibit D may be included or excluded, as appropriate, depending on which party is the obligor in
respect of the Subordinated Indebtedness.





provision of this Note to the contrary notwithstanding, Borrowers and Senior Guarantors shall
not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of
other amounts due thereunder, of any kind whatsoever (including without limitation by distribution
of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at
any time when any of the Senior Indebtedness, any letter of credit issued under or in connection
with the Senior Debt Documents or any commitment to extend credit under the Senior Debt Documents
remains outstanding. Holder may receive interest payments in respect of the Subordinated
Obligations in accordance with the terms of this Note except to the extent and at the times
prohibited or restricted by the provisions of this Section X. In no event shall the Holder
commence any action or proceeding to contest the provisions of this Section X or the priority of
the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior
Indebtedness by Borrowers and Senior Guarantors.



(p) Liquidation. Dissolution. Bankruptcy. In the event of any insolvency,
bankruptcy, dissolution, winding up, liquidation, arrangement, reorganization, marshalling of
assets or liabilities, composition, assignment for the benefit of creditors or other similar
proceedings relating to any Borrower or any Senior Guarantor, its debts, its property or its
operations, whether voluntary or involuntary, including, without limitation the filing of any
petition or the taking of any action to commence any of the foregoing (which, in the case of action
by a third party, is not dismissed within 60 days) (a “Bankruptcy Event”), all Senior Indebtedness
shall first be paid in full and all letters of credit issued under or in connection with the Senior
Debt Documents shall first have terminated or expired or been fully cash collateralized before
Holder shall be entitled to receive or retain any payment or distribution of assets of any Borrower
or any Senior Guarantor with respect to any Subordinated Obligations. In the event of any such
Bankruptcy Event, any payment or distribution of assets to which Holder would be entitled if the
Subordinated Obligations were not subordinated to the Senior Indebtedness in accordance with this
Section X, whether in cash, property, securities or otherwise (other than securities received by
the Holder provided for by a plan of reorganization or readjustment or the like, the payment of
which securities is subordinate, at least to the extent provided in this Section X with respect to
the Subordinated Obligations, to the payment of the Senior Indebtedness under any such plan of
reorganization or readjustment or the like), shall be paid or delivered by the debtor, custodian,
trustee or agent or other person making such payment or distribution, or by the Holder if received
by it, directly to the Senior Agent on behalf of the holders of the Senior Indebtedness to be
applied to the payment of the Senior Indebtedness remaining unpaid and, upon the payment in full of
all such Senior Indebtedness, to be held as cash collateral for all outstanding letters of credit
issued under or in connection with the Senior Debt Documents, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid and to fully cash collateralize all
letters of credit remaining outstanding, after giving effect to any concurrent payment or
distribution to or for the holders of the Senior Indebtedness.



(q) No Payments with Respect to Subordinated Obligations in Certain Circumstances.




(i) In circumstances in which Section X(b) is not applicable, no payment of any nature
(including, without limitation, any distribution of assets) in respect of the Subordinated
Obligations (including, without limitation, pursuant to any judgment with respect thereto or
on account of the purchase or redemption or other acquisition of Subordinated Obligations,
by set off, prepayment exchange or other manner) shall be made by or on behalf of any
Borrower or any Senior Guarantor if, at the time of such payment:




(A) a default in the payment when due (whether at the maturity thereof, or upon
acceleration of maturity or otherwise and without giving effect to any applicable
grace periods) of all or any portion of the Senior Indebtedness (whether of
principal, interest or any other amount with respect thereto) shall have occurred,
and such default shall not have been cured or waived in accordance with the terms of
the Senior Debt Documents; or




(B) subject to Section X(c)(v), (x) any Borrower or any Senior Guarantor shall
have received a notice from the Senior Agent or the Senior Lenders stating that one
or more Events of Default (as defined in the Senior Credit Agreement) in respect of
any Senior Indebtedness (other than payment defaults described in Section X(c)(i)(A)
above) has occurred and is continuing and that such notice is being given pursuant
to this Section X(c)(i)(B), (y) each such Event of Default shall not have been cured
or waived in accordance with the terms of the Senior Debt Documents, and (z) 180
days shall not have elapsed since the date such notice was received.




(ii) Borrowers or any Senior Guarantor may resume payments (and may make any payments
missed due to the application of Section X(c)(i)) in respect of the Subordinated Obligations
or any judgment with respect thereto:




(A) in the case of a default referred to in clause (A) of Section X(c)(i), upon
a cure or waiver thereof in accordance with the terms of the Senior Debt Documents;
or




(B) in the case of an Event of Default or Events of Default referred to in
clause (B) of Section X(c)(i), upon the earlier to occur of (x) the cure or waiver
of all such Events of Default in accordance with the terms of the Senior Debt
Documents, or (y) the expiration of such period of 180 days.




(iii) Following any acceleration of the maturity of any Senior Indebtedness and as long
as such acceleration shall continue unrescinded and unannulled, such Senior Indebtedness
shall first be paid in full, or provision for such payment shall be made in a manner
reasonably satisfactory to the holders of the Senior Indebtedness, and all letters of credit
issued under or in connection with the Senior Debt Documents shall first be fully cash
collateralized, before any payment is made on account of or applied on the Subordinated
Obligations.




(iv) Borrowers or any Senior Guarantor shall give prompt written notice to the Holder
of (i) any default in respect of Senior Indebtedness referred to in Section X(c)(i)(A) and
(ii) any notice of the type described in Section X(c)(i)(B) from the Senior Agent.




(v) Notwithstanding anything to the contrary set forth herein, no more than one notice
may be sent by the Senior Agent and the Senior Lenders under Section X(c)(i)(B) in any
365-day period.



(r) When Distribution Must Be Paid Over. In the event that Holder shall receive any
payment or distribution of assets that Holder is not entitled to receive or retain under the
provisions of this Note, Holder shall hold any amount so received in trust for the holders of
Senior Indebtedness, shall segregate such assets from other assets held by Holder and shall
forthwith turn over such payment or distribution (without liability for interest thereon) to the
Senior Agent on behalf of the holders of Senior Indebtedness in the form received (with any
necessary endorsement) to be applied to the payment of the Senior Indebtedness and, following the
payment in full of the Senior Indebtedness, to be held as cash collateral for all letters of credit
issued under or in connection with the Senior Debt Documents. Notwithstanding the foregoing, if
Holder receives a payment from any Borrower or any Senior Guarantor prior to receiving notice that
such payment is restricted under the terms of Section X(c)(i) above, Holder may retain such
payment.



(s) Exercise of Remedies. So long as any Senior Indebtedness is outstanding
(including any loans, any letters of credit or any commitments to extend credit under the Senior
Debt Documents), Holder (solely in its capacity as a holder of this Note) shall not exercise any
rights or remedies with respect to an Event of Default under this Note, including, without
limitation, any action (i) to demand or sue for collection of amounts payable hereunder, (ii) to
accelerate the principal of this Note, or (iii) to commence, or join with any other creditor (other
than the holder of a majority in principal amount of the Senior Indebtedness) in commencing, any
proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the
earlier of




(A) the payment in full of all Senior Indebtedness, the expiration or cash
collateralization in full of all letters of credit issued under or in connection with the
Senior Debt Documents and the termination of all commitments to extend credit under the
Senior Debt Documents;




(B) the initiation of a proceeding (other than a proceeding prohibited by clause (iii)
of this Section X(e)) in connection with or premised upon the occurrence of a Bankruptcy
Event;




(C) the expiration of 180 days immediately following the receipt by the Senior Agent of
notice of the occurrence of such Event of Default from the Holder, and




(D) the acceleration of the maturity of the Senior Indebtedness;



provided however, that if, with respect to (B) and (D) above, such proceeding
or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day
period such Event of Default has been cured or waived, the prohibition against taking the actions
described in this Section X(e) shall automatically be reinstated as of the date of the rescission,
cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D)
above has occurred and not been rescinded, the Holder shall give thirty (30) days’ prior written
notice to the Senior Agent before taking any action described in this Section X(e), which notice
shall describe with specificity the action that the Holder in good faith intends to take.



(t) Acceleration of Payment of Note. If this Note is declared due and payable prior
to the Maturity Date under this Note, no direct or indirect payment that is due solely by reason of
such declaration shall be made, nor shall application be made of any distribution of assets of any
Borrower or any Senior Guarantor (whether by set off or in any other manner, including, without
limitation, from or by way of collateral) to the payment, purchase or other acquisition or
retirement of this Note, unless, in either case, (i) all amounts due or to become due on or in
respect of the Senior Indebtedness (including with respect to any outstanding letters of credit)
shall have been previously paid in full, (ii) all letters of credit issued under or in connection
with the Senior Debt Documents have terminated or expired or been cash collateralized in full and
(iii) all commitments to extend credit under the Senior Credit Agreement shall have been
terminated.



(u) Proceedings Against Borrowers and Senior Guarantors. So long as any Senior
Indebtedness is outstanding (including any loans, letters of credit or any commitments to extend
credit under the Senior Debt Documents), Holder (solely in its capacity as a holder of this Note)
shall not commence any bankruptcy, insolvency, reorganization or other similar proceeding against
any Borrower or any Senior Guarantor.



(v) Amending Senior Indebtedness. Any holder of Senior Indebtedness may, at any time
and from time to time, without the consent of or notice to Holder (i) modify or amend the terms of
the Senior Indebtedness, (ii) sell, exchange, release, fail to perfect a lien on or a security
interest in or otherwise in any manner deal with or apply any property pledged or mortgaged to
secure, or otherwise securing, Senior Indebtedness, (iii) release any Senior Guarantor or any other
person liable in any manner for the Senior Indebtedness, (iv) exercise or refrain from exercising
any rights against any Borrower, any Senior Guarantor or any other person, (v) apply any sums by
whomever paid or however realized to the payment of the Senior Indebtedness or (vi) take any other
action that might be deemed to impair in anyway the rights of Holder. Any and all of such actions
may be taken by the holders of Senior Indebtedness without incurring responsibility to Holder and
without impairing or releasing the obligations of Holder to the holders of Senior Indebtedness.



(w) Certain Rights in Bankruptcy. Holder hereby irrevocably authorizes and empowers
each holder of Senior Indebtedness (and its representative or representatives) to demand, sue for,
collect and receive all payments and distributions under the terms of this Note, to file and prove
all claims (including claims in bankruptcy) relating to this Note, to exercise any right to vote
arising with respect to this Note and any claims hereunder in any bankruptcy, insolvency or similar
proceeding and take any and all other actions in the name of Holder (solely in its capacity as a
holder of this Note), as such holder of Senior Indebtedness determines to be necessary or
appropriate.



(x) Subrogation. No payment or distribution to any holder of Senior Indebtedness
pursuant to the provisions of this Note shall entitle Holder to exercise any right of subrogation
in respect thereof until (i)(x) all Senior Indebtedness shall have been paid in full, (y) all
letters of credit issued under or in connection with the Senior Debt Documents have terminated or
expired or been cash collateralized in full and (z) all commitments to extend credit under the
Senior Debt Documents shall have been terminated or (ii) all holders of Senior Indebtedness have
consented in writing to the taking of such action.



(y) Relative Rights. The provisions of this Section X are for the benefit of the
holders of Senior Indebtedness (and their successors and assigns) and shall be enforceable by them
directly against Holder. Holder acknowledges and agrees that any breach of the provisions of this
Section X will cause irreparable harm for which the payment of monetary damages may be inadequate.
For this reason, Holder agrees that, in addition to any remedies at law or equity to which a holder
of Senior Indebtedness may be entitled, a holder of Senior Indebtedness will be entitled to an
injunction or other equitable relief to prevent breaches of the provisions of this Section X and/or
to compel specific performance of such provisions. The provisions of this Section X shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of the Senior
Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness upon
the occurrence of a Bankruptcy Event or otherwise, all as though such payment had not been made.
The provisions of this Section X are not intended to impair and shall not impair as between
Borrowers or any Senior Guarantor and Holder, the obligation of Borrowers or any Senior Guarantor,
which is absolute and unconditional, to pay Holder all amounts owing under this Note in accordance
with its terms.



(z) Reliance on Orders and Decrees. Subject to the provisions of Section X(d) hereof,
upon any payment or distribution of assets of any Borrower or any Senior Guarantor, whether in
cash, property, securities or otherwise, Holder shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other person making such payment or distribution, delivered to
Holder for the purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section X.




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