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EXHIBIT 10.32
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URANIUM RESOURCES, INC.
6.5% SECURED CONVERTIBLE NOTE
$1,500,000.00 March 23, 1998
Note No.____
FOR VALUE RECEIVED, the undersigned URANIUM RESOURCES, INC., a
Delaware corporation (the "Obligor" or "Uranium Resources"), hereby promises to
pay to LINDNER BULWARK FUND, a series of LINDNER INVESTMENTS, a Massachusetts
business trust, or its registered assigns (the "Purchaser") on May 31, 2000,
the principal sum of ONE MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars
($1,500,000.00), and to pay interest on the unpaid principal balance hereof
from the date hereof at a rate of 6.5% per annum, payable quarterly in arrears.
This Note and any interest thereon may not be transferred only as provided in
the Note and Warrant Purchase Agreement dated May 25, 1995, between Obligor and
Purchaser, as supplemented by the Note and Warrant Exchange Agreement, dated
March 23, 1998 (the "Note and Warrant Purchase Agreement").
This Note is issued pursuant to the Note and Warrant Purchase
Agreement and this Note and the holder hereof is entitled, equally and ratably
with the holders of all other Notes outstanding under the Note and Warrant
Purchase Agreement, to all of the benefits provided for thereby, including, but
not limited to the security granted to the Purchaser therein, and the benefits
under the Guaranty executed by the Mortgaging Subsidiary in connection
therewith, and shall be bound by all of the provisions set forth therein, to
which Note Purchase and Warrant Agreement reference is hereby made for a
statement thereof.
This Note is supported by the Guaranty of the Mortgaging Subsidiary,
which Guaranty will be secured by a lien and security interest in and upon the
Mortgaging Subsidiary's interest in the Collateral and the Texas Real Property
Subject to and upon compliance with the provisions of the Note and
Warrant Purchase Agreement, the Holder of this Note is entitled, at its option,
at any time, to convert this Note into fully paid and non-assessable shares of
Common Stock of the Obligor at the initial Conversion Price of $3.00 per share,
subject to such adjustment or adjustments, if any, of such Conversion Price and
the Common Stock issuable upon conversion, as may be required by the Note and
Warrant Purchase Agreement, upon surrender of this Note, duly endorsed or
assigned to the Obligor or in blank, to the Obligor, with the conversion notice
attached hereto, or accompanied by a separate written notice substantially in
the form of such conversion notice, duly executed by the Holder and stating
that the Holder hereof elects to convert this Note, or if less than the entire
principal amount hereof is to be converted, the portion hereof to be converted,
all in accordance with the provisions of the Note and Warrant Purchase
Agreement. Except as otherwise provided in the Note and Warrant Purchase
Agreement, no payment or adjustment is to be made on conversion for interest
accrued hereon or for dividends issued on securities issued on conversion. No
fractional shares will be issued on conversion, but instead of any fractional
interest, the Obligor shall pay a cash adjustment as provided in the Note and
Warrant Purchase Agreement.
In the event any action is taken to collect or enforce the
indebtedness evidenced by this Note (the "Indebtedness") or any part thereof,
the Obligor and each endorser hereof agrees to pay, in addition to the
principal and interest due and payable hereon, all costs of collecting this
Note, including reasonable attorneys' fees and expenses. These costs shall
include any expenses incurred by the Purchaser in any bankruptcy,
reorganization, or other insolvency proceeding.
Acceptance by the Purchaser of any payment in an amount less than the
amount then due and owing shall be deemed an acceptance on account only, and
the failure to pay the entire amount then due and owing shall cause the
Purchaser and endorsers to remain in default.
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The liability of the Obligor and any endorsers hereof, shall be joint
and several, absolute and unconditional, without regard to the liability of any
other party hereunder or under any other document or instrument executed in
connection with this Note.
No delay or omission of any holder in exercising any right or rights,
shall operate as a waiver of such right or any other rights. Waiver on one
occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion.
The liability of the Obligor under this Note (and the liability of any
endorsers and/or Guarantors of this Note) shall not be discharged, diminished
or in any way impaired by: (a) the release, impairment, discharge,
substitution, exchange, modification of or failure to obtain foreclose or
realize on any guaranty or any security granted Purchaser by any party for the
Indebtedness; (b) any waiver by Purchaser or failure to enforce or exercise
rights under any of the terms, covenants or conditions of this Note or any
guaranty; (c) the granting of any renewal, indulgence, extension of time to
Obligor, or any other obligors of the Indebtedness; or (d) the addition or
release of any person or entity primarily or secondarily liable for the
Indebtedness.
In no event shall the interest rate charged or received hereunder at
any time exceed the maximum interest rate permitted under applicable law.
Payments of interest received by Purchaser hereunder which would otherwise
cause the interest rate hereunder to exceed such maximum interest rate shall,
to the extent of such excess, be deemed to be (and deemed to have been
contracted as being) prepayments of principal and applied as such.
Under certain circumstances, as specified in the Note and Warrant
Purchase Agreement, the principal of this Note may be declared due and payable
in the manner and with the effect provided in the Note and Warrant Purchase
Agreement.
This Note shall be binding upon the undersigned and its successors and
assigns and shall inure to the benefit of Purchaser, its successors and
assigns. Every person and entity at any time liable for the payment of this
Note hereby waives demand, presentment, protest, notice of protest, note of
nonpayment due and all other requirements otherwise necessary to hold them
immediately liable for payment hereunder.
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This Note and the Note and Warrant Purchase Agreement are governed
by and shall be construed and enforced in accordance with Missouri law.
URANIUM RESOURCES, INC.
By: /s/ Paul K. Willmott
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Its: President
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THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THIS NOTE MAY NOT BE
PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE 1933
ACT PROVIDED, HOWEVER, THAT THIS NOTE MAY BE PLEDGED OR OTHERWISE TRANSFERRED
PURSUANT TO AN EXEMPTION FROM REGISTRATION, INCLUDING, BUT NOT LIMITED TO,
THOSE PROVIDED IN RULE 144, 144A OR 145 OR REGULATIONS UNDER THE 1933 ACT.
TRANSFER OF THIS NOTE IS ALSO SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS
SET FORTH IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT DATED MAY 25,
1995, AMONG URANIUM RESOURCES, INC., LINDNER INVESTMENTS AND LINDNER FUND,
INC., A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICE OF URANIUM
RESOURCES, INC., AND WILL BE MADE AVAILABLE BY URANIUM RESOURCES, INC. UPON
WRITTEN REQUEST.
ASSIGNMENT
I/we assign and transfer $________ principal amount of this Note No. R-____, to
________________________________________________________________________________
(Print or type name, address and zip code of assignee)
Insert social security or other identifying number of assignee:______________
and irrevocably appoint ______________________ as my/our agent and attorney-in-
fact to transfer this Note, or the portion hereof which has been so assigned,
on the books of the Company. The agent may substitute another to act for
him or her.
Dated: Signed:
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Signature Guaranteed By: [Name of Noteholder--Sign exactly
as name appears on the first page
of this Note]
By:
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Its:
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NOTICE OF CONVERSION
To Uranium Resources, Inc.:
The undersigned owner of this Secured Convertible Note hereby
irrevocably exercises the option to convert $_____________ principal
amount of this Secured Convertible Note, into shares of Common Stock
of Uranium Resources, Inc., in accordance with its terms, and directs
that the shares of Common Stock issuable and deliverable upon
conversion be issued and delivered to the undersigned unless a
different name has been indicated below. If shares of Common Stock
are to be registered in the name of a person other than the
undersigned, the undersigned will pay any transfer taxes payable with
respect thereto.
Dated: Signed:
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[Name of Noteholder]
By:
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Its:
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Fill in for registration of shares of Common Stock only if otherwise than in
name and address of the above named Noteholder:
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(Name) (Address)
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(City and State) (Tax Identification Number)
(Please print name and address including zip code number)
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