EX-10.1






EXHIBIT 10.1




THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




This THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of September
21, 2007 (this “Amendment”), among USEC INC., a Delaware corporation (“Holdings”),
UNITED STATES ENRICHMENT CORPORATION, a Delaware corporation (“Enrichment” and, together
with Holdings, the “Borrowers”), the LENDERS UNDER THE CREDIT AGREEMENT REFERRED TO BELOW
WHICH ARE PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative and Collateral Agent (the
“Administrative Agent”), and THE OTHER FINANCIAL INSTITUTIONS WHICH ARE NAMED IN THE CREDIT
AGREEMENT AS “AGENTS” THEREUNDER WHICH ARE PARTY HERETO, amends the Amended and Restated Revolving
Credit Agreement dated as of August 18, 2005, as previously amended by that certain First Amendment
to Amended and Restated Revolving Credit Agreement dated as of March 6, 2006 and that certain
Second Amendment to Amended and Restated Revolving Credit Agreement dated as of October 16, 2006
(as amended, the “Credit Agreement”), among the Borrowers, the Lenders party thereto, the
Administrative Agent and the other financial institutions named therein as “agents” thereunder.



WHEREAS, the Borrowers have advised the Administrative Agent and the Lenders that Holdings
intends to issue and sell certain Convertible Notes (as defined in Section 2 below);



WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders amend
certain provisions of the Credit Agreement to permit Holdings to issue and sell such Convertible
Notes; and



WHEREAS, the Administrative Agent and the Lenders are willing to amend the Credit Agreement as
provided herein to permit Holdings to issue and sell such Convertible Notes, all subject to the
terms and conditions set forth herein;



NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the
parties hereby agree as follows:



1. Capitalized Terms.



Capitalized terms used herein which are defined in the Credit Agreement have the same meanings
herein as therein, except to the extent that such meanings are amended hereby.



2. Amendments to Credit Agreement. Subject to the satisfaction of the terms and
conditions set forth in Section 4 hereof and in reliance on the representations set forth in
Section 3 hereof, the Borrowers, the Lenders and the Administrative Agent agree that the Credit
Agreement be and it hereby is amended as follows:



(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following
new terms to Section 1.01 in appropriate alphabetical order:



“‘Convertible Notes’ means the Senior Convertible Notes Due 2014 in the
aggregate original principal amount of up to $700,000,000 to be issued by Holdings
pursuant to the Convertible Note Indenture.”



“‘Convertible Note Indenture’ means the Indenture to be dated as of the
closing date of the offering of the Convertible Notes and to be entered into between
Holdings and Wells Fargo Bank, National Association, as trustee.”



(b) Section 6.01 of the Credit Agreement is hereby amended by deleting clause (j) of
Section 6.01 in its entirety and replacing such clause with the following new clause (j):




“(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 not secured by any property or
asset of Holdings or any Subsidiary, or, if secured by any property or asset of Holdings or
any Subsidiary, the Liens securing such indebtedness shall be “silent second Liens” that are
expressly junior in priority to the Liens in favor of the Administrative Agent securing the
Loans on terms satisfactory to the Administrative Agent in its Permitted Discretion;”



(c) Section 6.02 of the Credit Agreement is hereby amended by deleting clause (g) of
Section 6.02 in its entirety and replacing such clause with the following new clause (g):




“(g) Liens securing Indebtedness permitted by Section 6.01(j)(ii) or any Guarantees of
such Indebtedness permitted under Section 6.01(e), and replacement Liens on such property or
assets securing any extension, renewal, replacement or refinancing of such Indebtedness or
any Guarantees thereof permitted by Section 6.01(m), provided that in no event shall
the Convertible Notes be secured by Liens on any property or assets of the Borrowers or any
Subsidiary;”



(d) Section 6.05 of the Credit Agreement is hereby amended by deleting clause (a) of
Section 6.05 in its entirety and replacing such clause with the following new clause (a):




“(a) The Borrowers will not, and will not permit any of their Subsidiaries to, directly
or indirectly prepay, redeem, purchase, retire, refinance, refund, replace or convert any
Indebtedness if, at the time of such prepayment, redemption, purchase, retirement,
refinancing, refunding, replacement or conversion and after giving pro forma effect thereto,
Availability shall be less than $75,000,000 or a Default or Event of Default shall have
occurred and be continuing, except (i) prepayments or redemptions of the Loans hereunder,
(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 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 permitted under Section
6.01.”



(e) Section 6.06 of the Credit Agreement is hereby amended by deleting Section 6.06
in its entirety and replacing such Section with the following new Section 6.06:




“SECTION 6.06 Restricted Payments. The Borrowers will not, and will
not permit any of their Subsidiaries to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payments, except (a) any Subsidiary may pay dividends or
distributions to any Credit Party and any Subsidiary which is not a Credit Party may pay
dividends or distributions to any wholly-owned Subsidiary; (b) the Credit Parties may
prepay, redeem, purchase, retire, refinance, refund, replace or convert Indebtedness, and
may make regularly scheduled payments of principal, interest and fees, in each case, to the
extent not restricted by Section 6.05; and (c) Holdings may declare and pay dividends or
distributions to the holders of Equity Interests in Holdings (other than the Convertible
Notes (except as permitted by clause (b) of this Section 6.06)), provided that (i)
the aggregate amount of dividends paid in cash with respect to Holdings’ capital stock shall
not exceed $50,000,000 in any fiscal year and (ii) as of the date of declaration and after
giving pro forma effect to each such Restricted Payment made by Holdings under this clause
(c), no Default or Event of Default shall have occurred and be continuing and Availability
shall equal or exceed $75,000,000. Notwithstanding anything to the contrary set forth
herein, in no event shall any payment or distribution by Holdings or any Subsidiary of
amounts up to $7,500,000 in the aggregate which are held in escrow with respect to the
deferred purchase price owing in connection with Holdings’ acquisition of NAC Holding and/or
NAC International be deemed a Restricted Payment or be otherwise subject to any restrictions
under this Agreement.”



(f) Section 7.01 of the Credit Agreement is hereby amended by deleting clause (f) of
Section 7.01 in its entirety and replacing such clause with the following new clause (f):




“(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;”



3. No Default; Representations and Warranties, etc.



Each of the Borrowers represents and warrants to the Lenders and the Administrative Agent that
as of the date hereof (a) the representations and warranties of the Credit Parties contained in
Article III of the Credit Agreement are true and correct in all material respects as of the date
hereof as if made on such date (except to extent that such representations and warranties expressly
relate to an earlier date, in which case they shall be true and correct in all material respects as
of such date); (b) the Borrowers are in compliance in all material respects with all of the terms
and provisions set forth in the Credit Agreement and the other Financing Documents to be observed
or performed by them thereunder; (c) no Default or Event of Default shall have occurred and be
continuing; and (d) the execution, delivery and performance by the Borrowers of this Amendment (i)
have been duly authorized by all necessary corporate and, if required, shareholder action on the
part of the Borrowers, (ii) will not violate any applicable law or regulation or the organizational
documents of any Borrower, (iii) will not violate or result in a default under any material
indenture, agreement or other instrument binding on any Borrower or any of its assets and (iv) do
not require any consent, waiver or approval of or by any Person (other than the Administrative
Agent and the Lenders) which has not been obtained.



4. Conditions Precedent. The Amendment shall become effective on the date of
this Amendment (the “Third Amendment Effective Date”); provided that, on or before the
Third Amendment Effective Date, the Administrative Agent shall have received either (i) a
counterpart of this Amendment signed on behalf of the Borrowers and the Required Lenders and
counterparts of the Ratification of Guarantees attached hereto signed on behalf of NAC Holding Inc.
and NAC International Inc., as guarantors, or (ii) written evidence reasonably satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed signature page of this
Amendment or such Ratification of Guarantees, as applicable) that such parties have signed a
counterpart of this Amendment and such Ratification of Guarantees, as applicable.



5. Miscellaneous.



(a) The Borrowers, the Lenders and the Administrative Agent hereby ratify and
confirm the terms and provisions of the Credit Agreement and the other Financing Documents and
agree that, except to the extent specifically amended hereby, the Credit Agreement, the other
Financing Documents and all related documents shall remain in full force and effect. Nothing
contained herein shall constitute a waiver of any provision of the Financing Documents.



(b) The Borrowers agree to pay all reasonable expenses, including legal fees and
disbursements, incurred by the Administrative Agent in connection with this Amendment and the
transactions contemplated thereby.



(c) This Amendment may be executed in any number of counterparts (including by way
of facsimile transmission), each of which, when executed and delivered, shall be an original, but
all counterparts shall together constitute one instrument.



(d) This Amendment shall be governed by the laws of the State of New York and shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns.



[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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:Sr. Vice President and Chief Financial Officer




UNITED STATES ENRICHMENT CORPORATION



By:/s/ John C. Barpoulis

Name:John C. Barpoulis

Title:Sr. Vice President and Chief Financial Officer




ADMINISTRATIVE AGENT:



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



By:/s/ James M. Barbato

Name:James M. Barbato

Title:Vice President




LENDERS:



JPMORGAN CHASE BANK, N.A.



By:/s/ James M. Barbato

Name:James M. Barbato

Title:Vice President




CO-DOCUMENTATION AGENT:



GMAC COMMERCIAL FINANCE LLC



By:/s/ Thomas Maiale

Name:Thomas Maiale

Title:Director




LENDERS:



CF BLACKBURN LLC



By:/s/ Thomas Maiale

Name:Thomas Maiale

Title:Director




MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as



Co-Syndication Agent and a Lender



By:/s/ Mary Beth O’Keefe

Name:Mary Beth O’Keefe

Title:Assistant Vice President




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WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender



By:/s/ Robert Strack

Name:Robert Strack

Title:Managing Director




SIEMENS FINANCIAL SERVICES, INC.



By:/s/ Mark Picillo

Name:Mark Picillo

Title:Vice President




SOVEREIGN BANK



By:/s/ Charles H. O’Donnell

Name:Charles H. O’Donnell

Title:Vice President




N.M. ROTHSCHILD & SONS LIMITED



By:/s/ N. A. Wood

Name:Nicholas Wood

Title:Director

N.M. ROTHSCHILD & SONS LIMITED



By:/s/ Derek McCrone

Name:Derek McCrone

Title:Assistant Director




WELLS FARGO FOOTHILL, LLC



By:/s/ Jeff Royston

Name:Jeff Royston

Title:Vice President




THE FOOTHILL GROUP, INC.



By:/s/ Dennis R. Ascher

Name:Dennis R. Ascher

Title:Senior Vice President




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RATIFICATION OF GUARANTEES




Each of the undersigned Guarantors hereby acknowledges and consents to the foregoing Third
Amendment to Amended and Restated Revolving Credit Agreement dated as of September 21, 2007 (the
“Third Amendment”) among USEC Inc. (“Holdings”), United States Enrichment
Corporation (“Enrichment” and, together with Holdings, the “Borrowers”), the
Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the
“Administrative Agent”), and the other financial institutions named therein as “agents”,
confirms that the obligations of the Borrowers under the Credit Agreement, as previously amended by
that certain First Amendment to Amended and Restated Revolving Credit Agreement dated as of March
6, 2006, that certain Second Amendment to Amended and Restated Revolving Credit Agreement dates as
of October 16, 2006, and as amended by the Third Amendment, constitute “Guaranteed Obligations”
guarantied by and entitled to the benefits of each respective Amended and Restated Guarantee dated
as of August 18, 2005 executed and delivered by each such Guarantor to the Administrative Agent,
the Isssuing Bank, the Lenders and the other Secured Parties (each a “Guarantee” and
collectively, the “Guarantees”), agrees that its respective Guarantee remains in full force
and effect and ratifies and confirms all of its obligations thereunder. Capitalized terms used but
not otherwise defined herein shall have the meanings attributed to them in the Guarantees.



GUARANTORS:



NAC HOLDING INC.



By:/s/ Kent Cole

Name:Kent Cole

Title:President




NAC INTERNATIONAL INC.



By:/s/ Kent Cole

Name:Kent Cole

Title:President





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