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URANIUM CONCENTRATES SALES AGREEMENT
THIS AGREEMENT, is made this 21st day of August, 1996 by and between URANIUM
RESOURCES, INC., a corporation established and existing under the laws of the
State of Delaware (herein referred to as "Seller") and [ ] a corporation
established and existing under the laws of the State [ ] (herein referred
to as "Buyer").
WHEREAS: Seller agrees to sell and deliver to Buyer and Buyer agrees to
purchase and take delivery from Seller of natural uranium concentrates on the
terms and conditions provided for hereunder.
NOW THEREFORE, in consideration of the premises above recited and the
mutual promises herein contained, Buyer and Seller hereby agree as follows:
ARTICLE 1. Definitions
When any of the following terms is used in this Agreement wherein the first
letter is written with a capital letter, then that term shall have the
following definition. Words importing persons include corporations, and words
importing only the singular include the plural and vice-versa when the context
requires.
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A. "Agreement" shall mean this instrument as a whole including the appendices
or exhibits hereto as the same may be amended from time to time. The
expressions "herein", "hereto", "hereunder", "hereof" and similar
expressions refer to this Agreement as so defined and to any relevant
article, section, subsection or other subdivisions so designated;
B. "Annual Dollar Amount" shall mean [ ] subject to adjustment by Buyer
in accordance with Article 2.2, to be paid to Seller by Buyer for the
purchase of Concentrates;
C. "Book Transfer" shall mean the transfer of Concentrates on the records of
the Converter from the account of Seller to the account of Buyer or its
designed account, after the Concentrates have met the Specifications;
D. "Concentrate" shall mean concentrates containing natural uranium in the
form of tri-uranium octoxide (U(3)O(8)) which has been neither enriched nor
depleted and which has a concentration of the isotope U-235 of 0.711
(nominal) weight percent;
E. "Converter" shall mean the operator of the conversion facility of
Allied-Signal Corp. at Metropolis, Illinois or CAMECO Corp. at Blind River,
Ontario, Canada;
F. "Delivery Date" shall mean a calendar day on which Concentrates are
delivered by Seller to Buyer in accordance with this Agreement;
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G. "Delivery Month" shall mean each January, April, July and October within
each Delivery Year;
H. "Delivery Year" shall mean a period of twelve (12) consecutive months
commencing January 1, and ending December 31, during which period
Concentrates are to be delivered by Seller to Buyer pursuant to this
Agreement;
I. [ ] shall have the meaning attributed to that term in Article 5;
J. "Party" or "Parties" shall mean Seller or Buyer or both as the context
may require;
K. "Purchase Price" shall mean [ ].
L. "Quarterly Dollar Amount" shall mean the Annual Dollar Amount divided by
four (4);
M. "Quarterly Purchase Quantity" shall mean the quantity of Concentrates to
be delivered by Seller to Buyer during a Delivery Month determined by
dividing the Quarterly Dollar Amount by the Purchase Price;
N. "Specifications" shall mean the Converter's standard specifications in
effect at the time of delivery of Concentrates under this Agreement which
establishes the acceptability of U(3)O(8) for conversion to UF6 without
penalty or surcharge;
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O. "Term" shall mean the period from January 1, 1997 through and including
December 31, 2001;
P. "U(3)O(8)" shall mean natural uranium containing at least 0.711 (nominal)
weight percent U-235 as contained in Concentrates as expressed in
tri-uranium octoxide.
ARTICLE 2. Quantity, Origin
2.1 Quarterly Quantities: Subject to the flexibility provision of Article 2.2
Seller shall sell and deliver to Buyer and Buyer shall purchase and accept
from Seller during the Term of this Agreement quantities of Concentrates
delivered on a quarterly basis as determined below:
Quarterly Purchase Quantity = Quarterly Dollar Amount
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Purchase Price
Any resulting fractional Quantity will be rounded up to the next whole
pound U(3)O(8).
2.2 Annual [ ] Flexibility: Buyer may elect to increase or decrease the
Annual [ ] with written notice to Seller by September 1, of each year
preceding a Delivery Year.
2.3 Origins: The Concentrates to be delivered to Buyer shall be of any
origin legally acceptable for use in Buyer's reactors at time of
delivery without payment of any premium, surcharge or duty, tax or
payments due to origin that would not be
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applicable to Concentrates mined in Canada. Ninety (90) days prior
to each Delivery Month Seller shall declare to Buyer the origin(s)
of the Concentrates to be delivered.
ARTICLE 3. Delivery
3.1 Method of Delivery: Seller shall complete deliveries to Buyer by
Book Transfer.
3.2 Delivery Location: Buyer shall designate, by written notice to Seller
by October 1 of each year preceding a Delivery Year, the Converter to
which each Quarterly Purchase Quantity shall be delivered. Seller
shall not be obligated to deliver Concentrates to more than one
Converter per quarter.
3.3 Delivery Schedule: Deliveries during each Delivery Year shall be made
on a single Delivery Date in each of the Delivery Months. The
Delivery Date within each Delivery Month shall be determined by Seller.
3.4 Converter Notification: Seller shall require the Converter to provide
written notification to Buyer following each delivery of Concentrates
verifying the actual quantity, the actual date of delivery and the
origin(s) of the Concentrates delivered.
ARTICLE 4 Title and Risk of Loss
Title to and risk of loss of or damage to the Concentrates shall pass
from Seller to Buyer upon delivery in accordance with Article 3.
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ARTICLE 3 Purchase Price and Payment
5.1 Purchase Price: As consideration for the Concentrates Seller delivers to
Buyer under the terms and conditions of this Agreement, Buyer shall pay to
Seller for each pound of Concentrates, the purchase price, [ ]
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5.2 Replacement of Spot Price Indicators: If the UX Spot Price or UPIS is
discontinued or the basis of its calculation is substantially modified, an
index which can be reasonably expected to produce approximately the same
results shall be substituted by mutual agreement of the parties. If Buyer
and Seller are unable to agree within sixty (60) days on whether the basis
of calculation of the index has been substantially modified or on a
substitute index, the matter shall be resolved by binding arbitration in
accordance with Article 13.1.
5.3 Payment: Full payment shall be made to Seller in U.S. currency within
twenty-five (25) days of delivery, subject to Buyer's receipt of
Converter's delivery confirmation notice and Seller's invoice, but no
earlier than twenty (20) days after the receipt of
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the later of the confirmation notice or the invoice. Buyer may make
payment to Seller by check, sent by U.S. Postal Service to an address
designated by Seller in its invoice
In the event, and without prejudice to any other remedies of the
parties, either party fails to pay the amount due the other party when
the same is due, the unpaid balance shall bear interest from the date
when such amount is due until the same is paid at a Variable Rate equal
to the lowest rate of interest charged by the [ ] for short term
loans to large businesses with the highest credit rating plus one
percentage point, each change in the Variable Rate to be effective
without notice on the effective date of each change in such lowest rate,
provided that the Variable Rate chargeable hereunder shall never exceed
the maximum rate of interest allowed by applicable law.
ARTICLE 6. Taxes, Duties and Tariffs
Seller shall be responsible for any taxes, duties and/or tariffs imposed
upon the Concentrates while title to such Concentrates remains with
Seller. Buyer shall be responsible for any taxes, duties, and/or tariffs
imposed upon the Concentrates coincident with and subsequent to transfer
of title to such Concentrates to Buyer exclusive of anti-dumping or
countervailing duties.
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ARTICLE 7 Representations and Warranties
7.1 Representations and Warranties of Seller: Seller represents and warrants to
Buyer that (1) Seller will transfer to Buyer good and marketable title to
all Concentrates delivered under this Agreement and that such title shall
be free of all claims, liens, charges and encumbrances, (2) all
Concentrates delivered will meet the Specifications of the Converter in
effect for natural uranium concentrates at the time of delivery, (3) the
Concentrates delivered to Buyer will not have been obtained in any manner
that will circumvent any of the Suspension Agreements between CIS Republics
and the U.S. Department of Commerce, (4) the Concentrates delivered to
Buyer (i) shall not be subject to any antidumping investigation at the time
of delivery, (ii) shall not be subject to the assessment of antidumping or
countervailing duties upon importation to the United States, (iii) are not
being sold in the United States at less than their fair value, and (iv)
shall not result in the receipt directly or indirectly by Seller of any
"bounty grant" or "subsidy" with respect to the production or importation
to the United States of the Concentrates delivered to Buyer under this
Agreement. For breach of this warranty, Buyer shall be entitled to damages
in an amount equal to the sum of any antidumping or countervailing duty so
assessed and paid by Buyer, and (5) Seller shall obtain or cause to be
obtained any and all licenses, permits and other authorizations that may be
lawfully required in order that Seller, or any Party on its behalf, can
legally sell and deliver to Buyer the Concentrates subject to sale to Buyer
hereunder and upon Buyer's request shall furnish to Buyer proof of such
licenses, permits and other authorizations.
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7.2 Representation and Warranties of Buyer: Buyer shall obtain, or cause to
be obtained any or all licenses, permits and other authorizations that
may be lawfully required in order that Buyer, or any Party on its
behalf, can legally purchase and accept delivery from Seller of the
Concentrates subject to sale to Buyer hereunder and upon Seller's
request shall furnish to Seller proof of such licenses, permits and
other authorizations.
7.3 Exclusive Warranties: The warranties set forth in this Agreement are
exclusive and no other warranties of any kind, whether statutory,
written, oral or implied (including warranties of fitness for a
particular purpose or merchantability) shall apply.
ARTICLE 8. Force Majeure, Unscheduled Reactor Outages
8.1 Force Majeure:
Neither party shall be responsible for or liable because of any delay in
or failure of Seller to deliver or Buyer to receive the Concentrates
where such delay or failure is due to any event which in the case or
Seller or Buyer is beyond reasonable control of the Party claiming force
majeure (and which does not result from the negligence or deliberate act
or inaction of the Party claiming force majeure or that of its
employees, agents, suppliers, contractors or subcontractors) such as,
but not limited to, accident; fire; explosion; strike or labor disputes;
flood; mobilization; war; riot; rebellion; revolution; blockade;
requirement, regulation restriction or other act or failure to act of
any government or governments, whether legal or otherwise; act of public
enemies; the elements; and all causes or contingencies, whether or not
of
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the nature or character hereinafter specifically enumerated. The
obligations which are affected by force majeure except for Buyer's
obligation to pay for the Concentrates (as long as the place of payment is
within the United States) delivered to Buyer at the Converter prior to the
date of the event of force majeure, shall be deemed suspended so long as
any such causes or contingencies prevent or delay its execution.
The Party whose obligations are suspended hereunder shall furnish notice of
such suspension, and the reason therefor to the other Party within five (5)
business days of the occurrence of such force majeure event, and shall use
all reasonable efforts to eliminate the causes or contingencies producing
the suspension and to avoid or minimize the consequence of such suspension,
and shall continue with its obligations after the cause of such suspension
has ceased to exist; provided however, that nothing herein requires such
Party to settle strikes or other labor difficulties. If the suspension
under this Article shall last for three (3) consecutive months, the Party
not claiming force majeure may terminate the affected delivery. If the
suspension under this Article shall last for twelve (12) consecutive months
and be continuing, either Party may, at its option by notice given in
writing to the other Party, terminate immediately all further obligations
of the parties.
8.2 Unscheduled Reactor Outages:
If there is a reduction in Buyer's total Concentrates requirements for
Concentrates to be delivered in a Delivery Year of more than fifteen (15)
percent due to the forced or other unplanned outages of one or more of
Buyer's nuclear reactors for a
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period exceeding one hundred eighty (180) or more consecutive days, Buyer
shall be allowed to reduce, in direct proportion to the reduction in
Buyer's total Concentrates requirements, the Concentrates to be delivered
by Seller. Such proportion shall be documented by Buyer to Seller's
satisfaction.
ARTICLE 9 Consequential Damages and Limitation of Liability
In no event shall either Party be liable to the other Party for any
indirect, incidental, special or consequential damages of any nature,
including but not limited to, loss of profits, loss of use of uranium or
revenue, expenses involving cost of capital, or claims of customers,
whether such damages are a result of breach of this Agreement or otherwise.
In no event shall either Party's total liability to the other Party for
claims of any kind arising out of or connected with or resulting from this
Agreement, including any action arising in tort, contract, or negligence,
exceed the purchase price times the number of pounds of Concentrates
delivered or to be delivered by Seller to Buyer hereunder.
ARTICLE 10 Notices
All notices or other communications required or permitted hereunder shall
be given in writing and shall be (1) sent by certified registered or
express mail, return receipt requested, or next day courier service or (2)
sent by telecopier or similar means of communication. All notices and other
communications shall be effective when received. Notices to Buyer and
Seller shall be addressed as follows:
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If to Seller: Uranium Resources, Inc.
12750 Merit Drive
Suite 1020, LB 12
Dallas, Texas 75251
Attn: Joe H. Card
(214) 387-7777 phone
(214) 387-7779 fax
If to Buyer: [ ]
ARTICLE 11 Confidentiality
The terms of this Agreement shall be treated as confidential, and neither
party shall, without prior or written consent of the other party, disclose
its contents to any person except to [ ] legal advisors, UPIS,
auditors, employees and members of the [ ]. Seller's bankers, or as may
be required to comply with or to obtain necessary approvals under the laws
or regulations of the United States, or of any governing body having
jurisdiction over Buyer or [ ]. Either party compelled to disclose
any part of this Agreement to any third party, other than the employees
and [ ] shall so notify the other party in writing at the earliest
possible time, and shall use its reasonable efforts to limit such
disclosure to the narrowest possible group.
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ARTICLE 12 Assignment
This Agreement may not be assigned by either Party without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld; provided that either Party may, without such consent, assign this
Agreement and its rights or obligations hereunder to a subsidiary,
affiliate, trust, bank, or financial institution for purposes of or in
connection with, the securing of financing related to this transaction or
other Company operations. Notice to the non-assigning Party of any such
assignment pursuant to the foregoing shall be given promptly by the
assigning Party. In no event shall any such assignment be construed as a
novation or discharge of the assigning Parties' obligations hereunder.
Except as so permitted, any purported assignment hereof shall be null and
void.
ARTICLE 13 Miscellaneous
13.1 Applicable Law; Arbitration: This Agreement shall be governed by and
construed in accordance with the laws of the [ ] through all acts or
omissions hereunder occurred in such State. Any Disputes arising out of or
in connection with the failure to agree on a replacement spot market price
indicator shall be settled by binding arbitration held in [ ] by a
single arbitrator selected in accordance with the commercial arbitration
rules of the American Arbitration Association. Such arbitrator shall
conduct the arbitration in accordance with such rules, to the extent these
rules are consistent with the provisions of this 13.1. Each party shall
submit its proposal for resolution of the dispute and any supporting
evidence to the arbitrator and to the other party. The arbitrator shall
choose one of
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the proposals for resolution in its entirety. The arbitrator shall have
no power to make any other decision. For purposes of this 13.1, the
Seller hereby consents to the jurisdiction of any state or federal court
sitting in the [ ] provided that such consent shall not be construed
as making the jurisdiction of such courts exclusive. The fees and other
charges of the arbitrator shall be borne by the loser.
13.2 Employment Opportunities:
In the performance of its obligations under this Contract, Seller shall,
to the extent applicable, comply with the provisions of 41 CFR
60-1.4(a), 60-250.4(a), and 50-741.4. These provisions as now in effect
are set forth in Appendix A.
13.3 Entire Agreement: This Agreement contains the entire agreement between
the parties and supersedes all other prior negotiations, undertakings,
notes, memoranda, and agreements, whether written or oral, concerning
the subject matter hereof.
13.4 Waiver: No waiver, alteration, amendment, or modification of this
Agreement or other convenant, condition or limitation herein contained
is valid unless in writing and duly executed by each of the Parties
hereto. Furthermore, no evidence of any waiver, alteration, amendment or
modification shall be offered or received in evidence in any proceeding,
arbitration or litigation between the Parties arising out of or
affecting this Agreement, or the rights or obligations of any Party
hereunder, unless such waiver, alteration, amendment or modification is
in writing, and duly executed by the Parties. Further, the provisions of
this Article may not be waiver except as herein set forth.
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13.5 Successors: This Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement
by their authorized representatives, respectively, as of the day and year
set forth below.
[ ] URANIUM RESOURCES, INC.
By: [ ] By: /s/ JOE H. CARD
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Name: [ ] Name: Joe H. Card
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Title: [ ] Title: Sr. V.P. Marketing
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Date: [ ] Date: August 7, 1996
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Equal Opportunities
During the performance of its obligations under this Contract, Seller agrees as
follows:
1. Seller will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin.
Seller will take affirmative action to ensure that applicants are
employed, and that employees are treated, during employment,
without regard to their race, color, religion, sex or national
origin. Such action shall include, but not be limited, to the
following: employment, upgrading, demotion, or transfer, recruitment
or recruitment advertising, layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship. Seller agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting
forth the provisions of this nondiscrimination clause.
2. Seller will, in all solicitations or advertisements for employees
placed by or on behalf of Seller, state that all qualified applicants
will receive consideration for employment without regard to race,
color, religion, sex or national origin.
3. Seller will include the provisions of subparagraphs 1 and 2 in every
subcontract or purchase order relating to the work so that such
provisions will be binding upon each subcontractor or vendor.