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EXHIBIT 10.1
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PROMISSORY NOTE
(SECURED)
$65,000.00 February 24, 1995
Denver, Colorado
FOR VALUE RECEIVED, URANIUM RESOURCES, INC., a Delaware corporation and
URI, Inc., a Delaware corporation which is a wholly owned subsidiary of Uranium
Resources, Inc. (collectively referred to hereinafter as "Maker"), promises to
pay to the order of WALLACE M. MAYS, an individual resident of Denver, Colorado
("Lender"), at 490 Williams Street Parkway, Denver, Colorado, or at such other
place as Lender may designate from time to time, the principal amount of
Sixty-Five Thousand and No/100 Dollars ($65,000.00)(the "Principal Balance"),
together with interest thereon as hereinafter provided, in lawful money of the
United States of America. The Principal Balance hereof together with interest
is payable on demand ("Maturity Date"); provided, however, that the Lender
shall refrain from making demand until the earlier to occur of June 27, 1995 or
the raising of capital of not less than $1 million by Maker. This Note shall
be secured by certain mining properties owned by Maker in the State of Texas
which shall be subject to a deed of trust and security agreement (the "Deed of
Trust") dated March 27, 1995. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Deed of Trust.
INTEREST RATE:
The entire outstanding Principal Balance of this Note shall accrue
interest at a fluctuating rate per annum equal to the rate of interest
announced publicly by Citibank, N.A. in New York from time to time as its prime
rate (the "Prime Rate"), plus three percent (3%). Interest on the indebtedness
evidenced by this Note shall be calculated on the basis of a year of 365 days
and interest shall be computed at all times upon the unpaid Principal Balance.
PREPAYMENT:
All or any portion of the Principal Balance may be prepaid at any time and
from time to time, without premium or penalty but with accrued and unpaid
interest to the date of prepayment on the amount so prepaid.
GENERAL TERMS:
If the Principal Balance of this Note, accrued and unpaid interest and/or
other charges due hereunder are not paid when due either on demand, the
Maturity Date or such earlier date as herein provided or as a result of
acceleration, such sums will bear interest from the due date at a rate
("Default Rate") equal to five percent (5%) per annum in excess of the Prime
Rate, provided, however, that in no event shall the Default Rate be greater
than that allowed by law. The failure to timely pay any amount due and owing
under the terms of this Note shall be an Event of Default.
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If an Event of Default shall occur, the entire unpaid Principal Balance
hereof, together with any accrued interest, shall, at the option of Lender,
become immediately due and payable upon five (5) days prior written notice to
Maker and whether or not such option has been exercised, the outstanding
Principal Balance shall thereafter bear interest at the Default Rate. The
failure of Lender to exercise its rights hereunder upon the occurrence of one
or more Events of Default shall not constitute a waiver of its rights in the
event of any subsequent or continuing default. The remedies of Lender provided
herein, or in any instrument securing or guaranteeing payment hereof, at law or
in equity, shall be cumulative and concurrent, and may be pursued singly,
successively, or together at the sole discretion of Lender, and may be
exercised as often as occasion for such exercise shall occur, and the failure
to exercise any such right or remedy shall in no event be construed as a waiver
or release thereof. Maker agrees that if, and as often as, this Note is placed
in the hands of an attorney for collection or to defend or enforce any of
Lender's rights hereunder or under any instrument securing or guaranteeing
payment of this Note or to protect or foreclose upon the security for this
Note, Maker will pay to Lender its reasonable costs of collection or
enforcement, including without limitation, attorneys' fees and all court costs
and reasonable expenses incurred in connection therewith including those costs,
expenses and attorneys' fees incurred after the filing by or against the Maker
of any proceeding under any chapter of the Bankruptcy Code, Title 11 of the
Unites States Code, or similar federal or state statute, and whether incurred
in connection with the involvement of the Lender or any holder hereof as
creditor in such proceedings or otherwise.
For so long as Maker is not in default hereunder, all payments received by
Lender on this Note shall be applied as follows, regardless of any designation
elsewhere herein of such payments as principal, interest or other charges:
first, to the repayment of sums advanced by Lender pursuant to the terms of the
Deed of Trust for the payment of taxes, assessments, insurance premiums or
other charges against the collateral (together with interest thereon from the
date of advance until the date repaid), then the payment of any outstanding
costs of collection or enforcement, attorneys' fees, court costs and other
charges due hereunder, then to the payment of accrued but unpaid interest which
is then due and payable, and finally, to reduction of the outstanding Principal
Balance of this Note. From and after the occurrence of an Event of Default,
all payments received by Lender on this Note shall be applied by Lender to
attorneys' fees, court costs, costs of collection or enforcement, principal,
interest and/or other charges due hereunder or under the Deed of Trust in such
order as Lender shall determine in its sole discretion.
If the Maker shall sell, exchange, convey, alienate, lease, encumber or
otherwise dispose of (including without limitation a sale under contract) the
property which is the security for this Note, or any part thereof, or any
interest therein, or shall be divested of his title or any interest therein in
any manner whatsoever, either voluntarily or involuntarily, without the express
prior written consent of the Lender, then the entire unpaid balance of this
Note, irrespective of the maturity date otherwise expressly hereinabove, at the
option of the Lender and without demand or notice shall immediately become due
and payable.
All notices, demands, requests or other communications to be sent by one
party to the other hereunder or required by law shall be in writing and shall
be deemed to have been validly given or served by delivery of the same in
person to the intended addressee, or by depositing the same within Federal
Express or another reputable private courier service for next business day
delivery, or by depositing the same in
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the United States mail, postage prepaid, certified, return receipt requested,
addressed as follow:
Maker's Address: Uranium Resources, Inc.
URI, Inc.
Three Park Central, Suite 1100
1515 Arapahoe Street
Denver, Colorado 80202
Attn: Paul K. Willmott, President of
Uranium Resources, Inc.
Lender's Address: Wallace M. Mays
490 Williams Street Parkway
Denver, Colorado 80218
With a Copy to: Leonard N. Waldbaum, Esq.
Waldbaum, Corn, Koff, Berger & Cohen, P.C.
303 East Seventeenth Avenue
Suite 940
Denver, Colorado 80203
All notices, demands and requests shall be effective upon such personal
delivery, or one(1) business day after being deposited with the private courier
service, or two (2) business days after being deposited in the United States
mail as required above. Rejection or other refusal to accept or the inability
to deliver because of changed address to which notice was sent as herein
required shall be deemed to be receipt of the notice, demand or request sent.
By giving to the other party hereto at least five (5) business days' prior
written notice thereof in accordance with the provisions hereof, the parties
hereto shall have the right from time to time to change their respective
addresses and each shall have the right to specify as its address any other
address within the United States of America.
All agreements between Maker and Lender expressly are limited so that in
no event whatsoever, whether by reason of disbursement of the proceeds hereof
or otherwise, shall the amount paid or agreed to be paid by Maker to Lender for
the use, detention or forbearance of the amounts to be disbursed hereunder
exceed the highest lawful contractual rate of interest permissible under the
law which a court of competent jurisdiction, by a final, nonappealable order,
determines is applicable hereto. If fulfillment of any provision herein
contained at the time performance of such provisions becomes due involves
exceeding such highest lawful contractual rate, then IPSO FACTO, the obligation
to fulfill the same shall be reduced to such highest lawful contractual rate.
In determining whether the amount of interest contracted for, charged or
received with respect to this Note or the Deed of Trust exceeds the amount
permitted by applicable law, all sums paid or agreed to be paid to the Lender
for the use, forbearance, or detention of the indebtedness of the Maker to the
Lender shall, to the extent permitted by applicable law, be amortized, pro
rated, allocated and spread throughout the full term of this Note until payment
in full so that the rate of interest is uniform throughout its term. If by any
circumstance the Lender shall ever receive as interest, an amount which would
exceed such highest lawful contractual rate, the amount which may be deemed
excessive interest shall be applied to the principal of the indebtedness
evidenced hereby as of the day such payment was received and not to interest.
The terms and provisions of this paragraph shall control all other terms and
provisions contained herein, and in any document or instrument securing or
guaranteeing
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the indebtedness evidenced by this Note. If any provision of this Note or the
application thereof to any party or encumbrance is held invalid or
unenforceable, the remainder of this Note and the application of such provision
to other parties or circumstances shall not be affected thereby, the provisions
of this Note being severable in any such instance.
Time is of the essence of this Note. Any waiver of any payment hereunder
or under the Deed or Trust securing this Note at any time, shall not, at any
other time, be taken to be a waiver of the terms of this Note, or the Deed of
Trust securing it. On failure of the Maker in the performance of any agreement
contained in the Deed of Trust or upon insolvency, appointment of a Receiver of
any part of the property of, assignment for benefit of creditors by, or the
commencement of any such proceedings by or against the Maker, all sums
hereunder may become due and payable at once at the option of the Lender or
holder(s) of this Note. Failure to exercise the option to accelerate shall not
constitute a waiver of the right to exercise the same in the event of any
subsequent default.
Maker, endorsers, sureties, guarantors and all persons who may become
liable for all or any part of this obligation, severally expressly waive
demand, protest, presentment and notice of dishonor and consent to any
extension of time (whether one or more) of the payment hereof, release of all
or any part of the security for the payment hereof and the taking or release of
other or additional security. Such extensions or release of any party liable
may be made at any time and from time to time without notice to any such party
and without discharging such party's liability hereunder or under any guaranty
hereof.
Whenever used herein, the words "Maker" and "Lender" shall be deemed to
include the respective successors and assigns of Maker and Lender. This Note
is issued by Maker and accepted by Lender pursuant to a lending transaction
negotiated and consummated in Denver, Colorado and this Note is to be governed
by and construed according to the laws of the State of Colorado. Exclusive
venue for any action arising out of this Note shall be in Denver County,
Colorado, and venue in any other jurisdiction is hereby waived by the parties.
The captions and headings of the various sections of this Note are for
convenience only, and are not to be construed as confining or limiting in any
way the scope or intent of the provisions hereof.
IN WITNESS WHEREOF, Maker has executed this instrument on the date first
above written.
MAKER:
URI, INC., a Delaware corporation URANIUM RESOURCES, INC., a Delaware
corporation
BY: Paul K. Willmott BY: Paul K. Willmott
NAME: Paul K. Willmott NAME: Paul K. Willmott
TITLE: President TITLE: President
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