EXHIBIT 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated
as of October 16, 2006 (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 (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 requested that the terms "Availability", "Borrowing
Base Reserves (Inventory)" and "Collateral Availability" as defined in
Section 1.01 of the Credit Agreement be amended to provide for the Senior Note
Reserve (as defined in the Credit Agreement) to be included within the term
Borrowing Base Reserves (Inventory) rather than separately deducted from the
calculation of Availability and Collateral Availability; and
WHEREAS, the Administrative Agent and the Lenders are willing to amend
Section 1.01 of the Credit Agreement to revise the terms "Availability",
"Borrowing Base Reserves (Inventory)" and "Collateral Availability" as provided
herein, 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 Section 1.01 of the 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 Section 1.01 of
the Credit Agreement be and it hereby is amended, by deleting the terms
"Availability", "Borrowing Base Reserves (Inventory)" and "Collateral
Availability" and replacing them with the following new terms:
"'Availability' means, at any time, the difference between (a) the lesser at
such time of (i) the aggregate Commitments of all Lenders and (ii) the Borrowing
Base, and (b) the sum at such time of (i) the unpaid principal balance of the
Loans and all accrued interest, fees and expenses plus (ii) the LC Exposure."
"'Borrowing Base Reserves (Inventory)' means, as of any date of determination,
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,