exv10w40






EXHIBIT 10.40




USEC Proprietary Information

Contract No. 727613




Confidential Treatment has been requested for the redacted portions. The confidential redacted

portions have been filed separately with the Securities and Exchange Commission. Asterisks denote

such redactions.




USEC Inc.




Centrifuge Commercial Plant Casing Manufacturing



CONTRACT NUMBER: 727613 Revision 1




CONTRACTOR: Major Tool and Machine, Inc




EFFECTIVE DATE: November 3, 2009




Contract Purchase Agreement



IN WITNESS WHEREOF, the Parties have caused this Revision 1 to be signed by their duly authorized
representatives as of the Effective Date.




	 	 	 
	USEC Inc.

	 	Major Tool and Machine, Inc.
	 
	 	 
	By: /s/ Charles W. Kerner

	 	By: /s/ Natalie A. G. Weir
	 
	 	 
	Name: Charles W. Kerner

	 	Name: Natalie A. G. Weir
	 
	 	 
	Title: Director, Contracts and Materials

	 	Title: Chief Financial Officer






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USEC Proprietary Information

Contract No. 727613




CONTRACT NUMBER: 727613



DATE: November 3, 2009



Revision 1



     USEC Inc., a Delaware corporation, (“Corporation”), and Major Tool and Machine, Inc.,
an Indiana corporation (“Contractor”) (the Corporation and Contractor being referred to
herein individually as a “Party” and together, as the “Parties”) desire to modify
the Contract for Centrifuge Commercial Plant Casing Manufacturing, Contract No. 727613
(“Contract”) for the purpose of:




	 	(1)	 	acknowledging a change to the schedule of delivery;
	 
	 	(2)	 	fully satisfying any claim by Contractor for any equitable adjustment related
to principal and interest payments for the real property located at 2045 Andrew J.
Brown, Indianapolis, Indiana (also referred to herein as “Building B-20”),
based on the revision of the delivery schedule prior to September 1, 2009, by providing
for additional pre-payments by the Corporation based upon Building B-20 principal and
interest;
	 
	 	(3)	 	providing for a corresponding credit against the price of the Casings actually
purchased by Corporation pursuant to the mutually agreed upon new Attachment
III; and
	 
	 	(4)	 	Establishing a basis for equitable adjustment payments from September 1, 2009
through commencement of production under a new Attachment III.





     All other adjustments relating to periods prior to September 1, 2009 as a consequence of the
change to the delivery schedule prior to September 1, 2009 were resolved pursuant to a separate
letter agreement between the Parties dated September 18, 2009 (the “Letter Agreement”);
provided, however, the Parties acknowledge that Contractor remains entitled to an equitable
adjustment (and to its other rights and remedies under the Contract for non-payment of such
equitable adjustment) for all periods on or after September 1, 2009 for (a) the change in the
delivery schedule occurring prior to September 1, 2009 for all items of cost and expense other than
with respect to Building B-20 principal and interest and (b) any change to an agreed delivery
schedule that occurs on or after September 1, 2009.



     In consideration of the mutual promises hereinafter set forth, the Parties hereby agree to the
following modification of the Contract:





	1.	 	Attachment III to the Contract is hereby deleted. The Parties agree that a new
revised schedule (and Attachment III) will be developed and mutually agreed upon when
the Corporation secures funding to construct the ACP through the DOE Loan Guarantee program or
other source(s). Corporation acknowledges that such schedule will require





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USEC Proprietary Information

Contract No. 727613





	 	 	adequate time for Contractor to order supplies, install additional equipment and increase staff at Contractor’s
facility before volume manufacturing can commence.
	 
	2.	 	All references to December 31, 2012, in Articles II and XVIII are hereby replaced with
references to December 31, 2013. Notwithstanding the foregoing, Contractor may terminate the
Contract by written notice to the Corporation (and such termination shall be deemed for all
purposes to be a termination by the Corporation under Paragraph 21(a)(i) of the General Terms
and Conditions (Exhibit A) of the Contract), after December 31, 2011, if Corporation has not
obtained completion financing for the American Centrifuge Plant as of December 31, 2011.
	 
	3.	 	Article XXV, Technical Representation is hereby modified by (a) deleting “Jim Rivers”
and inserting in place thereof “Greg Balek” and (b) deleting “Matt Stanke” and inserting in
place thereof “Duke Hughes.”
	 
	4.	 	Article III Non-Recurring Costs is hereby modified by:






	 	a.	 	changing the heading to read “III. Non-Recurring Costs/Prepayment”;
	 
	 	b.	 	adding immediately prior to the first paragraph a new subheading to read as
follows: “A. Non-Recurring Costs”; and
	 
	 	c.	 	adding at the end of the section the following new subsection:






	 	 	 	B. Prepayment
	 
	 	 	 	Due to the change prior to September 1, 2009 in the schedule for delivery of Casings
under this Contract, Corporation shall make monthly prepayments on future Casings
delivery sized to represent a portion of Contractor’s principal and interest costs
associated with Building B-20. These prepayments shall be made in the amounts as
specified in new Attachment IV, shall not be refundable to Corporation under
any circumstances, and shall not be affected by any increase or decrease of
Contractor’s payments under its mortgage or other financing arrangements related to
Building B-20, including any changes resulting from any refinancing, prepayment,
second mortgage, extension or other similar voluntary action by Contractor. The
initial prepayment shall be due upon the execution and delivery of Revision 1 and
shall be equal to the aggregate of all amounts set forth in Attachment IV which are
due and payable on or before the date of execution and delivery of Revision 1 by wire transfer of immediately available funds (or by
Corporation’s check delivered to Contractor on or before such date). Subsequent
required prepayments are specified in Attachment IV and shall be paid by
Corporation on or before the 25th of each month by wire transfer of
immediately available funds (or by Corporation’s check delivered to Contractor on or
before such date). Corporation’s obligation to make the prepayments as specified
herein (and Attachment IV) shall survive any termination or suspension of
this Contract except for a termination resulting from Contractor’s uncured default
under this





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Contract No. 727613





	 	 	 	Contract. In the event that Corporation fails to timely make a
prepayment when due, and such non-payment shall remain uncured for 30 days after
notice from Contractor is delivered to Corporation, Contractor may declare all
unpaid prepayments specified under Principal Amount in Attachment IV,
regardless of the date for payment of such prepayment as reflected therein,
immediately due and payable (along with all prepayments under Interest Amount in
Attachment IV through the date Corporation actually makes payment in full of
all of the Principal Amounts to Contractor).






	5.	 	Article IV. A of the Contract is hereby deleted and replaced with the following:
	 
	 	 	A. Price Prior to Production under Attachment III


The price per Casing from September 1, 2009 until commencement of production under a new
mutually agreed upon Attachment III shall be mutually agreed by the Parties.
Quantities ordered prior to agreement to a new schedule as described in paragraph 1 of
Revision 1 to the Contract shall be determined by Corporation. In addition, Corporation
shall pay to Contractor a Level Billing Amount of ***** per month plus any amounts to retain
personnel agreed by the Parties (provided, that such costs shall not be duplicated in the
price of any Casings sold during the same period) until and excluding the month in which
production is scheduled to commence under a new mutually agreed upon Attachment III.
The Level Billing Amount is subject to review at six month intervals for increases or
decreases based on actual costs incurred (or to be incurred) by Contractor.






	6.	 	Article IV. B of the Contract is hereby amended to add the following at the end
thereof “, minus ***** per Casing purchased under the new mutually agreed
Attachment III until the aggregate prepayments actually paid by Corporation to
Contractor under Article III. B of this Contract are fully recovered by Corporation
from actual purchases of such Casings.”






	7.	 	Paragraph 21 (d) of the General Terms and Conditions (Exhibit A) of the Contract is hereby
deleted and replaced with the following:






	 	 	 	(d) The Corporation’s Obligations Upon Termination or Suspension. Upon the
Corporation’s termination or suspension of this Contract for any reason other than an
uncured Default, the Corporation shall pay (i) the Contractor’s actual, reasonable and
verifiable costs and expenses, including reasonable indirect, overhead and
administrative costs (which is mutually agreed by the Parties to be an amount equal to
*****) as a consequence of such termination or suspension, (ii) any costs which the
Corporation is required to pay or reimburse the Contractor under this Contract,
including the amounts due and payable as of the date of termination under Article
III. B of this Contract (provided that Contractor remains entitled to payments due
and payable after the date of termination as set forth in Article III.B), and
(iii) all amounts due and payable to Contractor under this Contract for performance
prior to the date of termination or suspension. Except as provided above, Corporation
shall not be liable for lost or anticipated profit or unabsorbed indirect costs or
overheads. In no event, except as provided above, shall the Corporation’s liability for
all such termination or





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Contract No. 727613





	 	 	 	suspension expenses exceed the unpaid balance that would have
been payable by Corporation if both Parties had fully performed under this Contract
through the scheduled expiration date of this Contract. The right of reimbursement and
compensation set forth herein shall be the Contractor’s exclusive remedy in the event of
such termination or suspension. Upon the Corporation’s payment to the Contractor in
accordance with this subparagraph, title to any completed Supplies, manufacturing
materials and other things for which the Corporation has paid (other than any equipment)
shall vest in the Corporation, and the Contractor shall protect and preserve the
property in its possession in which the Corporation has an interest and, upon the
Buyer’s direction, deliver same to the Corporation (at Corporation’s expense).
Alternatively, at the Buyer’s option, the Contractor shall attempt to sell or dispose of
all or part of the same, whereupon the Corporation shall be entitled to the benefits of
any value received (less any expenses of sale which shall be retained by Contractor).






	8.	 	The Corporation hereby agrees (a) that Contractor may
enter into ***** (and perform such contracts) so long as Contractor does not enter into a
contract (or perform work) ***** and (b) the provisions of Paragraph 7(a) of the General Terms and Conditions
(Exhibit A) of the Contract shall *****.
	 
	9.	 	Article XVI and Article XVIII are hereby amended by deleting the words “or
suspension.”
	 
	10.	 	The Letter Agreement shall be deemed to be a mutually agreed upon amendment and modification
to the Contract (and a default in performance of any obligation or responsibility thereunder
shall be default under the Contract), as further amended and supplemented by this Revision 1.
A default in the performance of any obligation or responsibility under this Revision 1 shall
be a default under the Contract.
	 
	11.	 	In return for the agreement to make payment in full of all of the prepayments described in
Paragraph 4(c) of this Revision 1 and other good and valuable consideration received,
Contractor agrees that any claim for an equitable adjustment to the Contract due to the change
in delivery schedule prior to September 1, 2009 with respect to the principal and interest
costs for Building B-20 is fully satisfied, and hereby waives and releases the Corporation
from any liability related to, any claims, known or unknown, under contract, tort or any other
theory related to such principal and interest costs unless Corporation defaults in making such
prepayments as required hereby.





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Contract Number 727613

Attachment IV

Building B-20 Principal and Interest Payments




Payment Schedule




	 	 	 	 	 	 	 	 	 
	Month	 	    Principal Balance	 	    Principal Payment	 	    Interest Payment	 	     Total Payment
	Apr-09
	 	*****	 	*****	 	*****	 	*****
	May-09
	 	*****	 	*****	 	*****	 	*****
	Jun-09
	 	*****	 	*****	 	*****	 	*****
	Jul-09
	 	*****	 	*****	 	*****	 	*****
	Aug-09
	 	*****	 	*****	 	*****	 	*****
	Sep-09
	 	*****	 	*****	 	*****	 	*****
	Oct-09
	 	*****	 	*****	 	*****	 	*****
	Nov-09
	 	*****	 	*****	 	*****	 	*****
	Dec-09
	 	*****	 	*****	 	*****	 	*****
	Jan-l0
	 	*****	 	*****	 	*****	 	*****
	Feb-l0
	 	*****	 	*****	 	*****	 	*****
	Mar-10
	 	*****	 	*****	 	*****	 	*****
	Apr-l0
	 	*****	 	*****	 	*****	 	*****
	May-l0
	 	*****	 	*****	 	*****	 	*****
	Jun-l0
	 	*****	 	*****	 	*****	 	*****
	Jul-10
	 	*****	 	*****	 	*****	 	*****
	Aug-l0
	 	*****	 	*****	 	*****	 	*****
	Sep-l0
	 	*****	 	*****	 	*****	 	*****
	Oct-l0
	 	*****	 	*****	 	*****	 	*****
	Nov-10
	 	*****	 	*****	 	*****	 	*****
	Dec-l0
	 	*****	 	*****	 	*****	 	*****
	Jan-11
	 	*****	 	*****	 	*****	 	*****
	Feb-11
	 	*****	 	*****	 	*****	 	*****
	Mar-11
	 	*****	 	*****	 	*****	 	*****
	Apr-l1
	 	*****	 	*****	 	*****	 	*****
	May-11
	 	*****	 	*****	 	*****	 	*****
	Jun-11
	 	*****	 	*****	 	*****	 	*****
	Jul-11
	 	*****	 	*****	 	*****	 	*****
	Aug-11
	 	*****	 	*****	 	*****	 	*****
	Sep-l1
	 	*****	 	*****	 	*****	 	*****
	Oct-11
	 	*****	 	*****	 	*****	 	*****
	Nov-11
	 	*****	 	*****	 	*****	 	*****
	Dec-11
	 	*****	 	*****	 	*****	 	*****
	Jan-12
	 	*****	 	*****	 	*****	 	*****
	Feb-12
	 	*****	 	*****	 	*****	 	*****
	Mar-12
	 	*****	 	*****	 	*****	 	*****
	Apr-12
	 	*****	 	*****	 	*****	 	*****
	May-12
	 	*****	 	*****	 	*****	 	*****
	Jun-12
	 	*****	 	*****	 	*****	 	*****
	Jul-12
	 	*****	 	*****	 	*****	 	*****
	Aug-12
	 	*****	 	*****	 	*****	 	*****






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Contract Number 727613

Attachment IV

Building B-20 Principal and Interest Payments




	 	 	 	 	 	 	 	 	 
	Month	 	    Principal Balance	 	    Principal Payment	 	    Interest Payment	 	     Total Payment
	Sep-12
	 	*****	 	*****	 	*****	 	*****
	Oct-12
	 	*****	 	*****	 	*****	 	*****
	Nov-12
	 	*****	 	*****	 	*****	 	*****
	Dec-12
	 	*****	 	*****	 	*****	 	*****
	Jan-13
	 	*****	 	*****	 	*****	 	*****
	Feb-13
	 	*****	 	*****	 	*****	 	*****
	Mar-13
	 	*****	 	*****	 	*****	 	*****
	 
	 	*****	 	*****	 	*****	 	*****
	Total
	 	*****	 	*****	 	*****	 	*****








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