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EXHIBIT 4.1




SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT




     This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of
November 7, 2005, is entered into by BWX Technologies, Inc. (the “Borrower”), BWXT
Services, Inc. and BWXT Federal Services, Inc. (the “Guarantors”), the lenders from time to
time party to the Credit Agreement described below (the “Lenders”), and Calyon, New York
Branch (formerly known as Credit Lyonnais, New York Branch), as administrative agent for the
Lenders (the “Administrative Agent”).



INTRODUCTION




     WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to
that certain Revolving Credit Agreement dated as of December 9, 2003 as amended by First Amendment
to Revolving Credit Agreement dated as of March 18, 2005 (the “Credit Agreement”); and



     WHEREAS, The Borrower, the Guarantors, the Lenders and the Administrative Agent wish to,
subject to the terms and conditions of this Amendment, amend certain sections of the Credit
Agreement, each as provided for in this Amendment.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and
warranties contained herein, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



     Section 1. Definitions. Unless otherwise defined in this Amendment, each
term used in this Amendment that is defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement.



     Section 2. Amendments to Credit Agreement.



          (a) Section 1.1 of the Credit Agreement is amended by changing the definition of
BWICO Loan to read in its entirety as follows:



“BWICO Loan” means the loan made by the Borrower to BWICO pursuant to the terms of the Loan
Agreement dated as of April 3, 2000, between the Borrower and BWICO, as amended by that certain
Amendment No. 1 to Loan Agreement dated as of July 1, 2000, by that certain Amendment No. 2 to Loan
Agreement dated as of December 31, 2002, by that certain Amendment No. 3 to Loan Agreement dated
effective as of November 1, 2003 and by such further amendments made in accordance with Section
6.4(d) of this Agreement.




          (b) Section 1.1 of the Credit Agreement is further amended by adding the following
new definition in alphabetical order:




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“BWICO Affiliate Loans” means the loans made by the Borrower to Affiliates of BWICO
pursuant to the terms of loan documentations that are substantially similar in term to
documentation governing the BWICO Loan.




          (c) Section 2.1(a) of the Credit Agreement is amended by changing the proviso set
forth therein to read in its entirety as follows:



“provided that, the sum of (i) the aggregate outstanding principal amount of the Loans
plus (ii) the Letter of Credit Exposure may not exceed at any time the aggregate amount of
the Commitments.”




          (d) Section 6.4(d) of the Credit Agreement is amended by changing the last proviso
set forth therein to read in its entirety as follows:



“provided further that (A) if an Event of Default has occurred and is continuing, the BWICO Loan
may not be amended, modified or otherwise supplemented without the prior written consent of the
Required Lenders and (B) in any event, the BWICO Loan may not be amended, modified or otherwise
supplemented to forgive any obligations owing to the Borrower thereunder without the prior written
consent of the Required Lenders.”




          (e) Section 6.4(j) of the Credit Agreement is renumbered as Section 6.4(k) and a new
Section 6.4(j) to the Credit Agreement is inserted as follows:



“(j) Investments by the Borrower in any Affiliates of BWICO made after the Closing Date in the form
of loans or advances made to such Affiliates pursuant to the BWICO Affiliate Loans;
provided that, (i) the Borrower shall be in compliance with the Fixed Charge Coverage Ratio
as of the most recent four-fiscal quarter period, (ii) the Borrower shall be in pro forma
compliance with the Fixed Charge Coverage Ratio after giving effect to such Investment, such
compliance to be calculated using the three prior fiscal quarters ended immediately prior to the
loan or advance plus the budgeted projections delivered to the Administrative Agent and the Lenders
for the fiscal quarter in which such Investment is to be made, and (iii) no Default or Event of
Default shall have occurred or be continuing (both before and after giving effect to the applicable
Investment); and provided further that (A) if an Event of Default has occurred and is continuing,
the BWICO Affiliate Loans may not be amended, modified or otherwise supplemented without the prior
written consent of the Required Lenders and (B) in any event, the BWICO Affiliate Loans may not be
amended, modified or otherwise supplemented to forgive any obligations owing to the Borrower
thereunder without the prior written consent of the Required Lenders; and”




          (f) Section 6.15 of the Credit Agreement is amended by changing clause (vi) to read
in its entirety as follows:



“(vi) Investments made in BWICO and in Affiliates of BWICO pursuant to Section 6.4 (excluding the
one-time advance of $55,000,000 made in November 2005 by the Borrower under the BWICO Loan) during
such period net of any cash payments received by the Borrower from BWICO or such Affiliates of
BWICO during such period, and”




     Section 3. Effectiveness. The Credit Agreement shall be amended as provided
in this Amendment as of the first date written above upon receipt by the Administrative Agent of
duly and validly executed originals of this Amendment from each of the parties hereto.



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     Section 4. Representations and Warranties. Each Credit Party jointly and
severally represents and warrants as follows:



          (a) the execution, delivery, and performance of this Amendment are within the
corporate power and authority of the Credit Parties and have been duly authorized by appropriate
proceedings;




          (b) this Amendment constitutes legal, valid, and binding obligations of the Credit
Parties enforceable in accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally
and general principles of equity;




          (c) the representations and warranties of the Credit Parties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material respects on and as of
the date hereof as though made on and as of the date hereof, except to the extent such
representations and warranties relate solely to an earlier date; and




          (d) after giving effect to this Amendment, no event has occurred and is continuing
which constitutes an Event of Default or that with the passage of time would constitute an Event of
Default.




     Section 5. Ratification. Except to the extent modified by this Amendment,
the Credit Agreement and all other Credit Documents executed in connection therewith to which the
Borrower or any other Credit Party is a party shall remain in full force and effect, and all rights
and powers created thereby or thereunder are in all respects ratified and confirmed. The Borrower
and the Credit Parties agree that all obligations of the Borrower and each other Credit Party under
the Credit Agreement as modified by this Amendment and all other Credit Documents to which the
Borrower or any other Credit Party is a party are hereby reaffirmed and renewed.



     Section 6. Reaffirmation of Commitments. Each Lender shall continue to have
the Commitment set opposite such Lender’s name on the signature pages of this Amendment.



     Section 7. Governing Law. This Amendment shall be governed by and
interpreted in accordance with the laws of the State of New York.



     Section 8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of an original executed counterpart of this Amendment.



[Signature pages follow]




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Executed as of the date first written above.




	 	 	 	 	 
	 	BORROWER:



BWX TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	     James R. Easter 	 
	 	 	     Vice President, Finance and Treasurer 	 
	 
	 	GUARANTORS:



BWXT SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	     James R. Easter 	 
	 	 	     Treasurer 	 
	 
	 	BWXT FEDERAL SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	     James R. Easter 	 
	 	 	     Treasurer 	 
	 




 









 






	 	 	 	 	 
	Commitment: $30,000,000

	CALYON, NEW YORK BRANCH (formerly known as Credit
	 	 
	 

	Lyonnais, New York Branch), as Administrative	 	 
	 

	Agent and as a Lender	 	 
	 
	 	 	 	 
	 

	By:	 	 
	 

	 	 	 	 
	 

	Name:	 	 
	 

	Title:	 	 
	 
	 	 	 	 
	 

	By:	 	 
	 

	 	 	 	 
	 

	Name:	 	 
	 

	Title:	 	 






 









 






	 	 	 	 	 
	Commitment: $30,000,000

	THE BANK OF NOVA SCOTIA, as a Lender
	 	 
	 
	 	 	 	 
	 

	By:	 	 
	 

	 	 	 	 
	 

	Name:	 	 
	 

	Title:	 	 






 









 






	 	 	 	 	 
	Commitment: $20,000,000

	WELLS FARGO BANK, N.A., as a Lender
	 	 
	 
	 	 	 	 
	 

	By:	 	 
	 

	 	 	 	 
	 

	Name:	 	 
	 

	Title:	 	 






 









 






	 	 	 	 	 
	Commitment: $20,000,000

	ALLIED IRISH BANKS, PLC, as a Lender
	 	 
	 
	 	 	 	 
	 

	By:	 	 
	 

	 	 	 	 
	 

	Name:	 	 
	 

	Title:	 	 






 









 






	 	 	 	 	 
	Commitment: $20,000,000

	COMPASS BANK, as a Lender
	 	 
	 
	 	 	 	 
	 

	By:	 	 
	 

	 	 	 	 
	 

	Name:	 	 
	 

	Title:	 	 






 









 






	 	 	 	 	 
	Commitment: $15,000,000

	AMEGY BANK N.A.
(formerly known as Southwest

Bank of Texas, N.A.), as a Lender
	 	 
	 
	 	 	 	 
	 

	By:	 	 
	 

	 	 	 	 
	 

	Name:	 	 
	 

	Title: