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EXHIBIT 10.1




AMENDMENT NO. 3 TO THE DECEMBER 10, 2004
 MOA TO PROVIDE FOR THE




DIRECT PAYMENT OF




USEC ALLOWABLE COSTS




 









 





     This Amendment No. 3 to the December 10, 2004 Memorandum of Agreement between the United
States Department of Energy (“DOE”) and USEC Inc, a Delaware Corporation headquartered at 6903
Rockledge Drive, Bethesda, MD. 20817 is entered into this 23rd day of June, 2006 (the
“Amendment No. 3 Effective Date”). USEC, Inc. and its wholly owned subsidiary, United States
Enrichment Corporation, are herein referred to as, “USEC.” DOE and USEC are sometimes referred to
herein as “Parties.”



     WHEREAS, on December 10, 2004, the Parties entered into a Memorandum of Agreement for the
Continued Operation of the Portsmouth S&T Facilities for the Processing of Affected Inventory in
Fiscal Year 2005 and Thereafter (the “MOA”); and



     WHEREAS, on May 16, 2005, the Parties entered into Amendment No. 1 to the MOA; and



     WHEREAS, on February 9, 2006, the Parties entered into Amendment No. 2 to the MOA; and



     WHEREAS, acting pursuant to Amendment No. 2 to the MOA, DOE transferred 200 MTU of Feed
Material (“Supplemental Barter Material”) to USEC; and



     WHEREAS, USEC sold such Supplemental Barter Material in accordance with the procedures set
forth in Amendment No.2 and received in return sales proceeds in the amount of $22.42 million; and



     WHEREAS, such sales proceeds have been used to compensate USEC for Allowable Costs incurred in
performing work under the MOA as amended; and



     WHEREAS, Section 1.7 of the MOA requires USEC to cease performance when Allowable Costs exceed
the proceeds received or expected to be received from the sale of Feed Material; and



     WHEREAS, USEC anticipates that by on or about June 30, 2006, USEC Allowable Costs will exceed
proceeds from the sale of Supplemental Barter Material; and



     WHEREAS, the 2006 Energy and Water Development Appropriations Act (the “Act”) provides
additional authorization for the Secretary of Energy to barter, transfer or sell uranium and to use
any proceeds to continue the Tc-99 cleanup project; and



     WHEREAS, acting in accordance with the Act, the Department has sold uranium and intends to use
the proceeds of such sales to continue the Tc-99 cleanup project; and



     WHEREAS, in Section 2.3 of the MOA DOE reserves the right to adjust the MOA at any time by
providing partial or complete direct payment of USEC Allowable Costs;



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     NOW, THEREFORE, the Parties hereby agree that:



     Subject to the availability of funds and legislative authority for this purpose, work under
the MOA, as amended, will be continued as follows:




	 	1.	 	DOE shall compensate USEC directly for USEC Allowable Costs incurred after the
date on which such costs exceed proceeds derived from the sale of Supplemental Barter
Material. The period after the date on which USEC Allowable Costs exceed proceeds
derived from the sale of Supplemental Barter Material is referred to herein as the
“Direct Compensation Period”.
	 
	 	2.	 	USEC shall not incur more than $11,918,671 in Allowable Costs during the Direct
Compensation Period.
	 
	 	3.	 	The following provisions of the MOA, as amended, shall not apply during the
Direct Compensation Period:






	 	a.	 	Sections 1.9(e) and 1.9(f)
	 
	 	b.	 	The third sentence of Section 2.1
	 
	 	c.	 	Article 4
	 
	 	d.	 	Sections 6.2 and 6.3
	 
	 	e.	 	The first sentence of Section 6.7






	 	4.	 	Section 9.1 of the MOA, as amended, is amended by adding “52.232-25 Prompt
Payment (October 2003) with Alternate I (February 2002)” and “52.232-20 Limitation of
Cost (April 1984)” to the list of contract clauses incorporated into the MOA, as
amended.
	 
	 	5.	 	USEC shall submit invoices in accordance with Federal Acquisition Regulation
52.216-7 Allowable Costs and Payments (Dec 2002) (unless prior written consent from DOE
for more frequent billing is obtained). The invoice (Standard Form 1034) should include
a statement of cost for services rendered and reference funding source M6XUSMOA3 . This
statement should include, as a minimum, a breakout by cost or price element of all
services actually provided by USEC, both for the current billing period and
cumulatively for the entire MOA, as amended. The statement of cost must include a
certification statement signed by a responsible official of USEC. Each invoice
submitted shall also include the following:




(1) MOA title;




(2) date of invoice;




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(3) invoice number;



(4) total amount of invoice;


(5) period covered or items delivered.





	 	 	 	USEC shall submit the invoice to the addressees prescribed below:




Original and 1 copy to:

U.S. Department of Energy

Oak Ridge Operations Office

Oak Ridge Financial Services Center

P.O. Box 5777

Oak Ridge, TN 37831



1 copy to:

U.S. Department of Energy

Portsmouth Site Office

Attn: Tc-99 Project Manager

P.O. Box 700

Piketon, Ohio 45661



1 copy to:

U.S. Department of Energy

Portsmouth Paducah Project Office

Attn: Financial Services

1017 Majestic Dr. Suite 200

Lexington, KY 40513-0066.





	 	6.	 	Upon ninety (90) days (or other mutually agreeable time) written notice to
USEC, DOE may resume reimbursing USEC Allowable Costs under the MOA, as amended,
through the transfer of Supplemental Barter Material pursuant to the MOA, as amended,
in lieu of direct payment of USEC Allowable Costs.
	 
	 	7.	 	DOE’s and USEC’s obligations under this Amendment No. 3 are subject to
compliance with applicable law including but not limited to the National Environmental
Policy Act.




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	 	8.	 	Except as expressly set forth above, all provisions contained in the MOA, as amended,
are applicable to this Amendment No. 3. In the event there is a conflict between this
Amendment No. 3 and the MOA, as amended, this Amendment No. 3 shall be controlling.





     IN WITNESS WHEREOF, The Parties, through their duly authorized representatives, have signed
this Amendment in two originals on the Amendment No. 3 Effective Date listed
above.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	UNITED STATES DEPARTMENT	 	 	 	USEC INC.	 	 
	OF ENERGY	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ William E. Murphie
	 	 	 	By:
	 	/s/ Philip G. Sewell	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	William E. Murphie
	 	 	 	 	 	Philip G. Sewell	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Manager, PPPO
	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	June 23, 2006
	 	 	 	Date:
	 	June 22, 2006	 	 







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