SETTLEMENT AGREEMENT

EXHIBIT 10.1

Confidential treatment has been requested for the redacted portions. The confidential redacted
portions have been filed separately with the Securities and Exchange Commission.

SETTLEMENT AGREEMENT

between

EURODIF S.A., AREVA NC AND AREVA NC INC.

(“ Respondents ”)

and

USEC INC. AND

UNITED STATES ENRICHMENT CORPORATION

(“ Petitioners ”)

Table of Contents

SETTLEMENT AGREEMENT

     This Settlement Agreement (“ Agreement ”) is entered into as of the 15 ^th day of May, 2009 (the “ Effective Date ”) by and between, on the one side, Eurodif S.A., a limited liability company organized under the laws of France, AREVA NC, a limited liability company organized under the laws of France, and AREVA NC Inc., a corporation organized under the laws of Delaware (collectively, “ Respondents ”), and, on the other side, USEC Inc., a corporation organized under the laws of Delaware, and United States Enrichment Corporation, a corporation organized under the laws of Delaware (collectively, “ Petitioners ”) (each side being sometimes referred to herein individually as a “ Party ” and both sides being sometimes referred to herein as the “ Parties ”).

W I T N E S S E T H :

      WHEREAS, in 2000 the Department of Commerce (the “ Commerce Department ”) and the U.S. International Trade Commission (“ ITC ”) initiated antidumping, countervailing duty, and injury investigations regarding imports of low enriched uranium (“ LEU ”) from France;

      WHEREAS, in 2002, as a result of these investigations the Commerce Department made affirmative determinations of dumping and subsidization and the ITC found that Petitioners had been injured by imports of LEU from France (and other countries), and the Commerce Department thereafter imposed antidumping and countervailing duty orders on imports of French LEU and commenced collecting cash deposits of estimated duties on such imports;

      WHEREAS , the Respondents subsequently filed appeals in the U.S. Court of International Trade (“ CIT ”) challenging the orders;

      WHEREAS , from 2003 through 2006, the Commerce Department conducted administrative reviews of imports entered during the first, second and third periods of review under the antidumping and countervailing orders and made final antidumping and countervailing duty determinations with respect to those imports;

      WHEREAS , both Respondents and Petitioners appealed the results of one or more of those administrative reviews to the CIT;

      WHEREAS, Respondents successfully appealed the Commerce Department’s imposition of a countervailing duty order against LEU from France, which the Commerce Department revoked on May 25, 2007 for all entries effective May 14, 2001;

      WHEREAS , in 2007, the Commerce Department and the ITC completed five-year “sunset reviews” of the antidumping order, which resulted in continuation of the order, and Respondents appealed those determinations;

      WHEREAS , at the request of the Parties, the CIT deferred any further action on the foregoing appeals pending the outcome of appeals on certain general issues related to the antidumping order;

      WHEREAS , both Respondents and Petitioners subsequently agreed with the Commerce Department to defer administrative reviews with respect to the fourth and sixth periods of review under the antidumping order pending the outcome of the appeals on the general issues;

      WHEREAS , there was no administrative review of entries in the fifth period of review;

      WHEREAS , the appeals of the general issues have now been resolved and, at the request of the Petitioners, the Commerce Department on March 24, 2009 initiated antidumping

administrative reviews of entries in the fourth, sixth and seventh periods of review, and the CIT has issued, or will soon issue, scheduling orders for the appeals now pending before it regarding the initial imposition of the antidumping order, the first three antidumping administrative reviews, and the ITC’s sunset review determination;

      WHEREAS , the outcomes of the pending appeals concerning the antidumping order, the sunset reviews and the administrative reviews are uncertain, and could result in the revocation of the order or significant changes in the amounts of antidumping duties paid on imports of French LEU; and

      WHEREAS , Respondents and Petitioners have determined that it is in the mutual interest of the Parties, as well as to the benefit of their respective customers, workers, and communities, to arrive at the settlement contained herein;

      NOW, THEREFORE, the Parties hereby agree as follows:

ARTICLE 1 — DEFINITIONS

For purposes of this Agreement, the following terms and expressions, when used with initial capitalization, shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings.

These definitions are intended to supplement and not to replace any definitions contained in any of the documents incorporated by reference herein, but in case of any conflict or inconsistencies, the definitions appearing herein below shall prevail.

References to the term “ Agreement ” shall be interpreted to include the appendices attached hereto unless such appendices are expressly excluded, but shall not include the purchase agreement entered into pursuant to Article 5 of this Agreement.

Where any term appears in this Agreement with initial capitalization that is not defined herein or in any amendment, modification or supplement hereto agreed by the Parties after the Effective Date, then that term shall have the meaning commonly used in the U.S. nuclear industry at the date of signing of this Agreement.

1.1 “ Administrative Review ” shall mean a proceeding under Section 751(a) of the Tariff Act of 1930, 19 U.S.C. § 1675(a), to review and determine the amount, if any, of antidumping duties owed under the Order.

1.2 “ Business Day ” means a day that is not a Saturday, Sunday or U.S. Legal Holiday (which is a day for which employees of the United States Federal government are excused from work with pay pursuant to a Federal statute or executive order). Unless qualified by the term “ Business ,” references in this Agreement to “ day ” or “ days ” refer to a calendar day or days, respectively.

1.3 “ Byrd Amendment ” shall mean the Continued Dumping and Subsidy Offset Act of 2000, Section 754 of the Tariff Act of 1930, as amended, 19 U.S.C. § 1675c.

1.4 “ Constituent Entities ” shall mean, with respect to Respondents, each of Eurodif S.A., AREVA NC, and AREVA NC Inc., and with respect to Petitioners, each of USEC Inc. and United States Enrichment Corporation.

1.5 “ Effective Date ” shall have the meaning ascribed to that term on the first page of this Agreement.

1.6 “ Order ” shall mean the Notice of Amended Final Determination of Sales at Less Than Fair Value and Antidumping Duty Order: Low Enriched Uranium from France , 67 Fed. Reg. 6680 (Feb. 13, 2002).

1.7 “ Sunset Review ” shall mean a proceeding under Section 751(c) of the Tariff Act of 1930, 19 U.S.C. § 1675(c), to determine whether revocation of the Order would be likely to lead to a continuation or recurrence of dumping or of material injury.

ARTICLE 2 — TERM

This Agreement shall be effective as of the Effective Date and shall remain in force until all obligations of the Parties are fulfilled.

ARTICLE 3 — TERMINATION OF APPEALS AND PROCEEDINGS

The Parties shall take the steps set forth in Appendix A to discontinue pursuit of certain pending and future litigation and proceedings regarding the Order.

ARTICLE 4 — ALLOCATION OF BYRD DISBURSEMENTS AND CASH DEPOSIT REFUNDS

As more fully described in Appendix B, Petitioners shall be entitled to, and shall retain the USEC Payment Amount ($70,900,000) from Byrd Disbursements (as defined in Appendix B) that are made to Petitioners as a result of the liquidation of the entries on the Confidential Listing of Entries (as defined in Appendix B) following the termination of appeals and proceedings in accordance with Article 3. Respondents are entitled to, and shall receive, one hundred percent (100%) of the amount by which the sum of all Byrd Disbursements exceeds the USEC Payment Amount. The Parties shall comply with the procedures in Appendix B to implement this allocation of Byrd Disbursements.

ARTICLE 5 — PURCHASE COMMITMENT

As a condition to execution and delivery of this Agreement by Petitioners and contemporaneous with the execution of this Agreement, Eurodif S.A. shall contemporaneously enter into a separate purchase agreement with United States Enrichment Corporation with respect to certain LEU to be supplied by United States Enrichment Corporation on the terms and conditions described in Appendix C. Aside from the foregoing obligations to duly execute and deliver the purchase agreement referred to in this Article 5, the provisions of this Agreement (including, but not limited to, the limitations of liability in Article 7) shall not apply to such separate purchase agreement.

ARTICLE 6 — REPRESENTATIONS AND COVENANTS

6.1 Petitioners’ Representations . Petitioners jointly and severally represent to Respondents as follows:

     (a) This Agreement is a valid and binding obligation of each and both of the Petitioners enforceable against them in accordance with its terms.

     (b) Petitioners have obtained all necessary corporate approvals required to engage in the transactions contemplated by this Agreement.

     (c) The execution, delivery and performance by each Petitioner of this Agreement and the consummation of the transactions contemplated hereby do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any governmental authority or any other person, and do not contravene any applicable law, the corporate charter or bylaws or other organizational documents of any Petitioner or any agreement or order by which any Petitioner or any Petitioner’s property is bound.

     (d) For the avoidance of doubt, no representation or warranty is made hereunder in respect of, or otherwise relating to, the separate purchase agreement referenced in Article 5 hereof.

6.2 Respondents’ Representations . Respondents jointly and severally represent to Petitioners as follows:

     (a) This Agreement is a valid and binding obligation of each and all of the Respondents enforceable against them in accordance with its terms.

     (b) Respondents have obtained all necessary corporate approvals required to engage in the transactions contemplated by this Agreement.

     (c) The execution, delivery and performance by each Respondent of this Agreement and the consummation of the transactions contemplated hereby do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any governmental authority or any other person, and do not contravene any applicable law, the corporate charter or bylaws or other organizational documents of any Respondent or any agreement or order by which any Respondent or any Respondent’s property is bound.

     (d) For the avoidance of doubt, no representation or warranty is made hereunder in respect of or otherwise relating to the separate purchase agreement referenced in Article 5 hereof.

6.3 Authority, Joint and Several Liability .

     (a) Eurodif S.A., AREVA NC, and AREVA NC Inc. shall each be jointly and severally liable for all of the obligations of Respondents under this Settlement Agreement.

     (b) Eurodif S.A. shall have authority to exercise the rights of, and meet the obligations of, Respondents under this Agreement and Petitioners are not obligated to comply with any directions, orders or requests from AREVA NC or AREVA NC Inc. under this Agreement. Any act or omission by Eurodif S.A. pursuant to, or in connection with, this Agreement shall be binding on AREVA NC and AREVA NC Inc. as if such act or omission was the direct result of their acts or failure to act; provided , however , that following the due execution and delivery by Eurodif S.A. of the Purchase Agreement between Eurodif S.A. and United States Enrichment Corporation referenced in Article 5 hereof, the Parties for the avoidance of doubt acknowledge that acts or omissions by Eurodif S.A. pursuant to, or in connection with, such Purchase Agreement do not constitute acts or omissions by Eurodif S.A. “pursuant to, or in connection with, this Agreement” for purposes of the preceding clause.

6.4 Authority, Joint and Several Liability

     (a) USEC Inc. and United States Enrichment Corporation shall each be jointly and severally liable for all of the obligations of Petitioners.

     (b) USEC Inc. shall have authority to exercise the rights of, and meet the obligations of, Petitioners under this Agreement, and Respondents are not obligated to comply with any directions, orders or requests from United States Enrichment Corporation under this Agreement. Any act or omission by USEC Inc. pursuant to, or in connection with, this Agreement shall be binding on United States Enrichment Corporation as if such act or omission was the direct result of its acts or failure to act.

ARTICLE 7 — LIMITATION OF LIABILITY

7.1 Nature of Limitation . Neither Party s