On June 1, 2012, USEC Inc. ("USEC" or the "Company") and its wholly owned subsidiary, United States Enrichment Corporation, entered into a First Amendment to the Fourth Amended and Restated Revolving Credit Agreement (the "Amendment") with the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent. The Amendment amends the Fourth Amended and Restated Revolving Credit Agreement dated as of March 13, 2012 by and among USEC, United States Enrichment Corporation, the lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative and collateral agent, and the revolving joint book managers, revolving joint lead arrangers and other agents parties thereto (the "Credit Agreement"). USEC requested the Amendment to permit continued near-term investment in the American Centrifuge project as it works to reach a definitive agreement with the U.S. Department of Energy ("DOE") regarding a cost share research, development and demonstration ("RD&D") program for the project to enhance the technical and financial readiness of the centrifuge technology for commercialization. USEC has begun work on the RD&D program and has been working with DOE and Congress to secure funding for the RD&D program. Under the terms of the existing credit facility, the Company was subject to significant limitations and restrictions on its ability to spend on the American Centrifuge project after May 31, 2012, which were tied to success in entering into a definitive agreement with DOE regarding the RD&D program. The Credit Agreement, as amended by the Amendment, provides that USEC can continue spending without project disruption for an additional 15 days as it works to reach a definitive agreement with DOE for the RD&D program.

The credit facility, as amended by the Amendment, imposes limitations and restrictions on USEC's ability to invest in the American Centrifuge project as follows:

June 1, 2012 through the Up to $6 million of American earlier of (1) June 15, Centrifuge project expenditures 2012 and
(2) the date of any definitive agreement for the RD&D program

June 16, 2012 and beyond If USEC enters into definitive

                         agreements for the RD&D program then,
                         from June 1, 2012, USEC can invest
                         its 20% share of the costs under the
                         RD&D program (up to $75 million) as
                         long as the amount of expenditures
                         reimbursable to USEC under the RD&D
                         program that have not yet been
                         reimbursed does not exceed $50
                         million. If USEC does not enter into
                         definitive agreements for the RD&D
                         program on or before June 15, 2012,
                         then (1) USEC shall not be permitted
                         to make any additional American
                         Centrifuge project expenditures
                         during the month of June 2012 and (2)
                         USEC may not spend more than $1
                         million per month on the American
                         Centrifuge project during any month
                         commencing July 1, 2012.

                         Aggregate American Centrifuge project
                         expenditures from and after June 1,
                         2012 may not exceed $375 million and
                         the aggregate amount of American
                         Centrifuge project expenditures from
                         and after June 1, 2012 for which USEC
                         is not entitled to reimbursement
                         under the RD&D program may not exceed
                         $75 million.

Exceptions               If USEC demobilizes the American
                         Centrifuge project, USEC may pay the
                         costs and expenses of such
                         demobilization in accordance with a
                         plan previously submitted to the
                         agent for the lenders.

                         If, as part of DOE's exercise or
                         remedies under the RD&D program, USEC
                         is required to transfer the American
                         Centrifuge project or the RD&D
                         program assets, in whole or in part,
                         to DOE or its designee, USEC may
                         spend as needed to maintain
                         compliance with legal and regulatory
                         requirements, but may not spend more
                         than $5 million of proceeds of the
                         revolving loans on such expenses.

                         USEC may not spend any proceeds of
                         revolving loans on American
                         Centrifuge expenses if a default or
                         event of default has occurred.

The Company had a cash balance of approximately $83 million as of May 31, 2012. The Company's credit facility consists of an $85 million term loan and a revolving credit facility of $150 million. Utilization of the Company's $150 million revolving credit facility as of May 31, 2012 consisted of approximately $18 million of outstanding letters of credit and no short-term borrowings.

Certain of the lenders (including JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC), as well as certain of their respective affiliates, have performed, or may in the future perform, for the Company and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received, customary fees and expenses.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit
Number Description

10.1 First Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 1, 2012, among USEC Inc., United States Enrichment Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative and collateral agent.