<PAGE>
EXHIBIT 10.80
AMENDMENT AGREEMENT NO. 3
-------------------------
AMENDMENT
AGREEMENT NO. 3 ("Amendment") dated as of April 26, 2005 to (i)
the Revolving Credit Agreement dated as of
September 27, 2002, as amended to
date (as the same may be further amended,
supplemented or modified from time to
time in accordance with its terms, the
"Credit Agreement") by and among UNITED
STATES ENRICHMENT CORPORATION, a Delaware
corporation (the "Borrower"), the
lenders party thereto (the "Lenders") and
JPMORGAN CHASE BANK, N.A. (formerly
known as JPMorgan Chase Bank), as
Administrative and Collateral Agent (the
"Agent"), MERRILL LYNCH CAPITAL, as
Syndication Agent, GMAC COMMERCIAL FINANCE
LLC (formerly known as GMAC Business
Credit, LLC), as Documentation Agent and
WACHOVIA BANK, N.A. (successor by merger to
Congress Financial Corporation), as
Managing Agent and (ii) the Guarantee dated
as of September 27, 2002, as amended
to date (as the same may be further
amended, supplemented or modified from time
to time in accordance with its terms, the
"Holdings Guarantee"), executed by
USEC, Inc., a Delaware corporation
("Holdings"), in favor of the Agent for the
Lenders, the Agent as an issuer of Letters
of Credit and certain other persons
more fully described in the preamble to the
Guarantee. All capitalized terms
used herein and not otherwise defined shall
have the meaning assigned to such
terms in the Credit Agreement.
WHEREAS,
the Borrower, Lenders and the Agent entered into the Credit
Agreement and other Financing Documents,
including the Holdings Guarantee;
WHEREAS,
the Credit Agreement permits the Borrower to make Permitted
Investments, but the Holdings Guarantee
does not permit Holdings to make
Permitted Investments nor does the Credit
Agreement permit the Borrower to make
Restricted Payments to Holdings for the
purpose of making Permitted Investments;
WHEREAS,
the categories of Permitted Investments does not permit
investments in auction rate securities;
WHEREAS,
the Credit Agreement contains restrictions on the redemption of
Indebtedness; and
WHEREAS,
the Borrower has requested that the Required Lenders amend the
definition of Permitted Investments to
allow investments in certain auction rate
securities, amend the provisions of Section
6.06 of the Credit Agreement to
modify the restrictions on redemptions of
Indebtedness and for the purpose of
allowing Restricted Payments to be made to
Holdings for the purpose of making
Permitted Investments and to amend the
Holdings Guarantee to permit the making
by Holdings of Permitted Investments.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
SECTION 1.
AMENDMENTS TO CREDIT AGREEMENT
<PAGE>
1.1
The definition
of "Permitted Investments" in Article I of the Credit
Agreement is hereby amended by striking the
word "and" at the end of
subparagraph (e), striking the period at
the end of subparagraph (f) and adding
in its place "; and" and adding the
following subparagraph (g):
"(g) AAA rated asset backed auction rate securities which are
repriced at
least every 35 days."
1.2
Section 6.06 of
the Credit Agreement is hereby amended by (x)
striking the words "$25,000,000 in any
fiscal year and" contained in subsection
(c) and (y) striking the word "; and" in
the last line of subsection (e),
substituting a comma, striking the period
at the end subsection (f),
substituting the word "and" and adding the
following subsection (g):
"(g) the Borrower may transfer funds to Holdings to permit
Holdings
to make
Permitted Investments."
SECTION 2.
AMENDMENT TO HOLDINGS GUARANTEE
2.1
Section 5 of the
Holdings Guarantee is hereby amended by amending in
its entirety the final sentence at the end
of such Section to read as follows:
"Notwithstanding anything to the contrary contained in this Section
5, the
Guarantor
may (i) enter into the Security Agreement dated as of February
2, 2005
made by the Guarantor and the
