Exhibit 4.1


 





THIRD AMENDMENT TO THE


 


SECTION 382 RIGHTS AGREEMENT


 


by and among


 


CENTRUS ENERGY CORP.,


 


COMPUTERSHARE TRUST COMPANY, N.A.


 


and


 


COMPUTERSHARE INC.





 


THIS
THIRD AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Third Amendment”) is made and entered into as of April
13, 2020, by and among Centrus
Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company, N.A. and Computershare Inc. (together,
the “Rights Agent”). 


 


WHEREAS, the
Company and the Rights Agent entered into a Section 382 Rights Agreement dated as of April 6, 2016, which was subsequently amended
pursuant to (i) a First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 and (ii) a Second Amendment
to the Section 382 Rights Agreement dated as of April 3, 2019 (as amended, the “Agreement”);


 


WHEREAS, Section
26 of the Agreement provides, among other things, that, prior to the Distribution Date (as defined in the Agreement) the Company
and the Rights Agent may from time to time supplement or amend the Agreement in any respect without the approval of any holders
of Rights (as defined in the Agreement);


 


WHEREAS, no
Distribution Date has occurred on or prior to the date hereof;


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and its stockholders
to amend the Agreement as set forth herein; and


 


WHEREAS, the
Board has authorized and approved this Third Amendment.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to
amend the Agreement as follows and directors the Rights Agent to execute this Third Amendment.


 


1.                 
Definition of Final Expiration Date. The definition of Final Expiration Date set forth in Section 1
of the Agreement is hereby deleted and replaced with the following:


 


““Final
Expiration Date” shall mean the Close of Business on June 30, 2021.”


 


2.                 
Summary of Rights. The sixth paragraph of the Summary of Rights set forth in Exhibit C to the Agreement
is hereby deleted and replaced with the following:


 






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“The Rights
are not exercisable until the Distribution Date and will expire upon the earliest of (i) the close of business on June 30, 2021,
(ii) the Redemption Date, (iii) the close of business on the effective date of the repeal of Section 382 or any successor statute
if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs or other Tax
Benefits, or (iv) the close of business on the first day of a taxable year of the Company to which the Board determines that no
NOLs or other Tax Benefits may be carried forward (the earliest of the events described in clauses (i), (iii) or (iv) being herein
referred to as the “Expiration Date”).”


 


3.                 
Certification of Compliance. The undersigned representative of the Company hereby certifies that he is the
duly elected and qualified Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer of the Company
and that this Third Amendment to the Agreement is in compliance with the terms of Section 26 of the Agreement.


 


4.                 
Miscellaneous. This Third Amendment is effective as of the date first set forth above. Capitalized terms used
but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. This Third Amendment may be
executed in any number of counterparts; each such counterpart shall for all purposes be deemed to be an original; and all such
counterparts shall together constitute but one and the same instrument. A signature to this Third Amendment executed and/or transmitted
electronically shall have the same authority, effect and enforceability as an original signature. Except as modified hereby, the
Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Agreement, as
modified hereby.


 


*****


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Third Amendment to be duly executed as of the date first written above.


 


	 	CENTRUS ENERGY CORP.
	 	 	 
	 	 	 
	 	By:	/s/ Philip O. Strawbridge 
	 	Name:	Philip O. Strawbridge
	 	Title:	Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
	 	 	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 
	 	 	 
	 	By:	/s/ Patrick Hayes
	 	Name:	Patrick Hayes
	 	Title:	Vice President and Manager
	 	 	 
	 	 	 
	 	COMPUTERSHARE INC.
	 	 	 
	 	 	 
	 	By:	/s/ Patrick Hayes 
	 	Name:	Patrick Hayes
	 	Title:	Vice President and Manager


 








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