Exhibit 10.37


 


AMENDED AND
RESTATED


 


URANIUM
SUPPLY CONTRACT


 


 


BETWEEN


 


ITOCHU
CORPORATION


 


AND


 


URI, INC.


 


EFFECTIVE AS OF MARCH 1,
2006


 

















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
  Preamble – Object of the Contract

  	
  1

  
	
  RECITALS:

  	
  1

  
	
  Article I – Definitions

  	
  2

  
	
  Article II – Annual Quantities and
  Delivery Schedule of Concentrates

  	
  4

  
	
  Article III – Delivery

  	
  5

  
	
  Article IV – Specifications

  	
  6

  
	
  Article V – Warranty and Limitation of
  Liability

  	
  6

  
	
  Article VI – Price of Concentrates

  	
  6

  
	
  Article VII – Contract Terms Upon Occurrence
  of a Condition Subsequent Specified in Section 7.3

  	
  8

  
	
  Article VIII – Taxes

  	
  8

  
	
  Article IX – Invoicing and Payment

  	
  8

  
	
  Article X – Force Majeure

  	
  9

  
	
  Article XI – Non Compliance

  	
  10

  
	
  Article XII – Governing Law And
  Arbitration

  	
  11

  
	
  Article XIII – Governmental Permits

  	
  13

  
	
  Article XIV – Safeguards-Use of
  Concentrates

  	
  13

  
	
  Article XV – General and Notices

  	
  13

  



 


i

















 


Preamble –
Object of the Contract


 


This Amended and Restated
Contract is for the sale of Uranium Concentrates and is made and entered into
this        day of March, 2006, to be effective
as of this 1st day of March 2006 (the “Effective Date”).


 


Between:                                              ITOCHU
Corporation
having its principal office at 5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo
107-8077, JAPAN (hereinafter in this Contract called “Buyer”) on the one part.


 


And:                                                                    URI, Inc., a wholly-owned subsidiary of
Uranium Resources, Inc. ( hereinafter in this Contract called “Seller’s
Parent Company”) and a corporation incorporated in the state of Delaware, and having
its principal office at 650 South Edmonds Lane, Suite 108, Lewisville, TX,
USA 75067 (hereinafter in this Contract called “Seller”) on the other part.


 


Each of Seller
and Buyer is hereinafter referred to sometimes as a “Party” and collectively as
the “Parties.”


 


RECITALS:


 


Whereas:                                            Seller and Buyer have heretofore
entered into an Amended and Restated Uranium Supply Contract dated as of June 7,
2005, as amended by Amendment #1 dated December 28, 2005, and a second
Uranium Supply Contract dated as of June 15, 2005 (copies of the originals
of each of which having been initialled by the parties and identified as the
contracts referenced hereby) (collectively the “Original Contracts”), pursuant
to which Seller has agreed to sell to Buyer and Buyer has agreed to purchase
Concentrates (as hereinafter defined) from Seller on the terms and conditions
set forth therein;


 


Whereas:                                            Seller and Buyer desire to
incorporate the Original Contracts and further amendments into one document by
amending and restating the Original Contracts in their entirety to incorporate
the amendments effected hereby;


 


Whereas:                                            The Parties have executed the Term
Sheet regarding the establishment of a Joint Venture to produce uranium through
in situ leach (ISL) mining at HRI’s Churchrock property in New Mexico (the “Churchrock
Joint Venture”); and


 


Whereas                                               The Parties desire to amend the
Original Contracts to provide for revised quantity, delivery and price terms,
in accordance with the Term Sheet, prior to execution of the definitive agreements
regarding the Churchrock Joint Venture.


 


Now in consideration of
the mutual covenants and agreements herein contained it is hereby agreed as
follows:


 


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Article I
– Definitions


 


1.1                       In this Contract unless the
context otherwise requires:


 


(a)                                  “Agreed Rate” means a rate per
annum that is equal to two percentage points (2%) in excess of the prime rate
of interest per annum announced by JPMorganChase Bank, at New York, New York,
as its prime rate of interest for U.S. Dollar commercial loans;


 


(b)                                 “Book Transfer” is the transfer of
U3O8 in the records of the Converter from the
Concentrates account of Seller to the Concentrates account of Buyer;


 


(c)                                  “Business Day” means a day other
than a Saturday, Sunday and any other day on which commercial banks are
authorized or required to close for business in Texas, New York, Tokyo, or (so
long as any of Buyer’s executive, treasury or administrative functions with
respect to this Agreement are conducted in Hong Kong) in Hong Kong;


 


(d)                                 “Concentrates” means natural
uranium concentrates containing U3O8, which will be
supplied from Texas Properties Owned by Seller;


 


(e)                                  “Contract” means this Contract as
the same may be modified or amended from time to time in accordance with
its terms and expressions “herein,” “hereto,” “hereunder,” “hereof” and similar
expressions refer to in this Contract;


 


(f)                                    “Converter” means Honeywell
International’s facility at Metropolis, Illinois, U.S.A.;


 


(g)                                 “Delivery Certificate” means a
document including the information regarding delivery date, delivered quantity
and origin by which the Converter confirms Book Transfer of Concentrates for
the account of and on behalf of Buyer, and which has been signed by an
authorised person of the Converter;


 


(h)                                 “Delivery Year” means the calendar
year during which delivery of a quantity of Concentrates is made or scheduled
to be made pursuant to this Contract;


 


(i)                                     “HRI” means Hydro Resources, Inc.,
a Delaware corporation and a subsidiary of Seller’s Parent Company;


 


(j)                                     “Joint Venture Agreement” shall
mean the definitive agreements for the Churchrock Joint Venture;


 


(k)                                  “Kingsville Production” means all
Concentrates, other than Vasquez Production, processed to U3O8
at the Kingsville Dome processing facility and whose source is Texas Properties
Owned by Seller until operations are ceased and the processing facility is
placed in decommissioned status by either or both U.S. Federal and State of
Texas Authorities;


 


(l)                                     “Month” means calendar month;


 


(m)                               “Pound (lb)” means 1 pound
avoirdupois;


 


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(n)                                 “Production Certificate” shall
mean a certificate prepared by Seller, for the purpose specified in Article 2.3,
in certifying the final annual production for Kingsville Production, Rosita
Production and Vasquez Production;


 


(o)                                 “Rosita Production” means all
Concentrates, other than Vasquez Production, processed to U3O8
at the Rosita processing facility and whose source is Texas Properties Owned by
Seller until operations of the processing facility are ceased and the
processing facility is placed in decommissioned status by either or both U.S.
Federal and State of Texas Authorities;


 


(p)                                 “Term Sheet” means the non-binding
letter of intent signed by both the Parties effective March 2, 2006; and


 


(q)                                 “Texas Properties Owned by Seller”
means properties located in Texas currently owned by Seller or Seller’s Parent
Company or any of its subsidiaries and properties located in Texas acquired by
any of them in the future, excluding any production from two large ranches, which
Seller has identified to Buyer in a letter dated the date hereof and initialed
by the parties as establishing the identity of such ranches;


 


(r)                                    “Specifications” means the
requirements of the Converter in effect for each delivery of Concentrates in
order to convert from U3O8 to UF6 without any
penalty or surcharge or the like imposed by the Converter;


 


(s)                                  “U3O8” means
natural triuranium octoxide, the quantity of the element uranium in
Concentrates being established by assay and converted to U3O8
by multiplying the quantity of uranium by 1.1792;


 


(t)                                    “UF6” means natural
uranium hexafluoride;


 


(u)                                 “Vasquez Production” means all
Concentrates from the Vasquez mine located in Duval County, Texas operated by
Seller that is processed to U3O8 at the Kingsville Dome
processing facility or Rosita processing facility until operations at the
Vasquez mine are ceased and the Vasquez mine is placed in decommissioned status
by either or both U.S. Federal and State of Texas Authorities;


 


(v)                                 “Year” means a period of 12
consecutive calendar months commencing on 1st January and
ending on 31st December and “Annual” has a corresponding
meaning.


 


1.2                               The following general rules of
construction and calculation shall apply to this Contract:


 


(a)                                            In this Contract, unless the
contrary intention appears, words importing the singular shall include the
plural and vice versa, and words importing any gender shall include any other
gender;


 


(b)                                           In this Contract, unless the
context requires otherwise, a reference to any statute, statutory rule or
regulation shall means that which is amended or substituted if such is amended
or substituted during the term of this Contract;


 


3

















 


(c)                                            The Article headings shall
not affect the interpretation of this Contract and are used solely for
reference purposes;


 


(d)                                           In making calculations in
accordance with the terms of this Contract, unless defined elsewhere, any
figure shall be calculated to the nearest second decimal place. Whenever
pursuant to this Contract a numerical figure is to be rounded or calculated to
fewer digits than the number of digits available, then unless otherwise
specified herein, the following procedures shall be applied;


 


(i)                                      If the first digit discarded is less than 5,
the last digit retained shall not be changed;


 


(ii)                                   If the first digit discarded is
equal to or greater than 5, the last digit retained shall be increased by 1.


 


Article II – Annual Quantities and Delivery Schedule of
Concentrates


 


2.1                                 Commencing March 1, 2006 and
subject to the terms and conditions of this Agreement, Seller shall deliver to
Buyer, and Buyer shall purchase, quantities of Concentrates from each of the
following sources (a) on a monthly basis, one half (50%) of Vasquez
Production; (b) on a monthly basis, one-half (50%) of the Kingsville
Production and (c) on a monthly basis, one-half of the Rosita Production,
until the earlier to occur of the following events with respect to each
facility: (a) the facility ceases to operate; or (b) the licences
necessary to operate such facility are terminated by the Nuclear Regulatory
Commission or the State of Texas, subject to Section 2.3.


 


Seller has simultaneously herewith furnished to
Buyer an estimated production schedule. Seller will periodically, but not less
frequently than on the last day of each calendar quarter, update the estimated
production schedule in writing to Buyer. It is understood that the
estimate is only an estimate and that Seller shall have no liability to Buyer
if it fails to meet the estimated production schedule. Seller shall make
reasonable efforts to achieve the production schedule as originally
furnished by Seller.


 


Seller shall deliver on a monthly basis in a single
shipment. Such delivery will occur during the first week of each month unless
otherwise agreed to by Buyer.


 


Beginning on the date hereof, and continuing as of
the first day of each month thereafter, Seller shall provide a rolling
ninety-day estimated delivery schedule setting forth estimated dates of
delivery and quantities to be delivered (“Estimated Delivery Schedule”). It is
understood that the estimate is only an estimate and that Seller shall have no
liability to Buyer if it fails to meet the estimated delivery schedule. In
addition, if requested by Buyer, Seller shall meet with Buyer on a quarterly
basis to review current production and delivery schedules. Such meeting will
take place at a mutually agreed to location and time.


 


2.2                                 Within thirty (30) calendar days
from the end of the Year, Seller shall provide a Production Certificate to
Buyer, signed by a corporate officer, certifying the production quantities
during that year for each of the Vasquez Production, Kingsville Production and
Rosita Production.


 


4

















 


2.3                                 If Seller’s operation of the
Kingsville Dome processing facility, the Rosita processing facility, or the
Vasquez mine should cease and thereafter operation of any such facility shall
be restarted, Seller’s obligation to deliver Concentrates to Buyer hereunder
with respect to such facility shall be reinstated as of such recommencement of
operations.


 


Article III – Delivery


 


3.1                                 Seller shall deliver Concentrates
to Buyer, and Buyer shall take delivery of Concentrates from Seller by Book Transfer
at the Converter.


 


(a)                                            The delivery shall be deemed to
have been made when Concentrates containing a specified quantity of U3O8
are transferred to Buyer’s account by Book Transfer.


 


(b)                       Seller shall notify Buyer thereof
immediately upon transfer of Concentrates.


 


(c)                        Seller is responsible for all
charges imposed by Converter for the Book Transfer to Buyer.


 


3.2                                 Title to, and all risks of loss
in, and liability for, any personal loss or injury or any property damage
caused by Concentrates delivered to Buyer shall pass to Buyer when the
Concentrates are transferred to Buyer’s account by Book Transfer.


 


3.3                                 Subject to this Contract, Seller shall
indemnify and hold harmless Buyer from and against all costs, expenses, claims,
damages and injuries incurred or arising in respect of the ownership, storage,
transportation, possession or use of Concentrates prior to Book Transfer to
Buyer by Seller pursuant to this Contract. Buyer shall indemnify and hold
harmless Seller from and against all costs, expenses, claims, damages and
injuries arising in respect of the ownership, storage, transportation,
possession or use of Concentrates subsequent to Book Transfer to Buyer by
Seller pursuant to this Contract.


 


3.4                                 At its discretion, Buyer has the right to
terminate a particular delivery  or
deliveries, or any and all deliveries yet to be made in accordance herewith,
unconditionally and without liability to Seller or Buyer for damages or losses,
by providing an advance written notice not less than 180-days prior to the
delivery or deliveries to be terminated. Upon receipt of such notice, Seller
shall be free to sell such quantities to third parties.


 


5

















 


Article IV – Specifications


 


4.1                                 The Concentrates delivered hereunder by
Seller to Buyer shall conform to the Specifications of the Converter at
the time of delivery.


 


Article V – Warranty and Limitation of Liability


 


5.1                                 Seller warrants that it will give to Buyer
good and marketable title to all Concentrates delivered hereunder and that such
Concentrates will be delivered free and clear of all liens, claims, charges and
encumbrances of any kind and type whatsoever.


 


5.2                                 THE EXPRESS WARRANTITIES SET FORTH IN SECTION 5.1
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.


 


5.3                                 Under no circumstances whatsoever and
howsoever arising shall either party be entitled to recover indirect or
consequential damages of any nature including, but not by way of limitation,
any consequential loss or damage incurred by the other party.


 


Article VI – Price of Concentrates


 


6.1                                 The purchase price (“Purchase
Price”) for Concentrates delivered by Seller to Buyer hereunder shall be the
following (all references to prices “per pound” shall mean per pound of U3O8
contained in such Concentrates):


 


(a)                                  Vasquez Production. For all deliveries from Vasquez
Production, Buyer shall pay the Market Price less six and 50/100 dollars
($6.50) plus any applicable amounts called for by Section 6.1(c)(i).


 


(b)                                 Kingsville Production and Rosita
Production. For
all deliveries from Kingsville Production and Rosita Production, Buyer shall
pay the Market Price less seven and 50/100 dollars ($7.50) plus any applicable
amounts called for by Section 6.1(c)(ii).


 


(c)                                  Market Price. “Market Price” shall mean the
simple average of 1) the average of U3O8 Spot Price
Indicator published by TradeTech for the eight (8) weeks prior to the week
of delivery and 2) the average of the Ux U3O8 Price
published by the Ux Consulting Co. for the eight (8) weeks prior to the
week of delivery; provided that the Market Price shall be not less than $37 (“Hard
Floor”) per pound and shall be subject to the Hard Cap in clauses (i) and (ii) below.


 


(i)                                     Vasquez Production Ceiling Price: The Market Price for all
deliveries to Buyer from Vasquez Production shall not be greater than and shall
not escalate beyond (“Hard Cap”) $46.50 per pound. If, however, the Market
Price applicable to a delivery is greater than fifty ($50) dollars per pound,
the Buyer agrees, notwithstanding the above Hard Cap, to pay the Seller as
additional purchase price for such delivery an amount equal to fifty (50%)
percent of the amount by which the Market Price exceeds fifty ($50) dollars per
pound.


 


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Example: 
If the Market Price is determined to be $51.00 per pound,  Buyer would pay an additional $0.50
($1.00*.5) resulting in a price of $40.50 per pound [($46.50 - $6.50) +.50].


 


(ii)                                  Kingsville/Rosita Production
Ceiling Price:  The Market Price for all deliveries to Buyer
from Kingsville Production or Rosita Production shall be not greater than a
Hard Cap of forty-three dollars ($43.00) per pound. Subject to (iii) below,
the Buyer agrees to pay Seller as additional purchase price as follows: (a) If
the Market Price applicable to a delivery is greater than forty-three dollars
($43.00) per pound but less than or equal to fifty dollars ($50) per pound, the
additional purchase price shall be equal to thirty 30% of the amount by which
the Market Price exceeds forty-three dollars ($43) per pound up to and
including fifty dollars ($50) per pound; and (b) If  the Market Price applicable to a delivery is
greater than fifty ($50) dollars per pound, the additional purchase price shall
be equal to fifty (50%) percent of the amount by which the Market Price is
greater than fifty ($50) dollars per pound. Example: If the Market Price
is determined to be $51.00 per pound, Buyer would pay an additional $2.60
[($7*.30) + ($1.00*.5)], resulting in a price of $38.10 per pound [($43.00 –
7.50) + $2.60].


 


(iii)                               The Hard Floor and Hard Cap
referenced above shall apply to the first 3.65 million pounds of Concentrates
delivered after the Effective Date. Once this level is achieved from either or
both production facilities, these terms shall expire and there shall no longer
be a Hard Floor or Hard Cap on the Market Price.


 


(iv)                              The Buyer shall no longer be
required to pay Seller the additional purchase price, between $43 and $50, as
specified in Clause (ii)(a) of this Section 6.1(c), and such
obligation to pay the additional purchase price contained in Clause (ii)(a) shall
be deemed to have been terminated upon the occurrence of the Condition
Subsequent specified in Section 7.2; provided, however, that payments of
the additional purchase price prior to such occurrence shall not be affected or
refunded, and the obligation contained in Section 6.1(c)(ii)(b) shall
continue in full force and effect.


 


(v)                                 The Purchase Price is inclusive
of:


 


(aa)                            Freight, insurance and other
transportation charges to the point of delivery at the conversion plant;


 


(bb)                          All royalties, environmental
control costs, taxes and other imposts until arrival at the conversion plant;


 


(cc)                            Weighing, sampling and assaying
fees;


 


(dd)                          Book transfer fee charged to
Seller by converter; and


 


(ee)                            Any surcharges assessed by the
converter with reference to that converter’s specifications and book transfer
fee.


 


7

















 


Article VII -
Contract Terms Upon Occurrence of a Condition Subsequent


 


7.1  Upon the occurrence of a
Condition Subsequent specified in Section 7.3 and Buyer’s written notice
to Seller invoking this Article VII, this
Contract shall have no further force or effect and the Original Contracts shall
be reinstated from Seller’s receipt of such notice and thereafter; it being
agreed and understood that the terms of this Contract shall govern the pricing and other
terms of uranium deliveries prior to the date of Seller’s receipt of such
notice. All quantities of U3O8 delivered by Seller after
the Effective Date and prior to Seller’s receipt of such notice shall count as
having been delivered under the Original
Contracts.


 


7.2                                 For the purposes of Section 6.1(c)(iv),
a “Condition Subsequent”: will be deemed to have occurred if (a) the Joint
Venture Agreement is executed; and (b) Buyer subsequently exercises a
right specified in the Joint Venture Agreement not to make further investments
in the Churchrock Joint Venture (“Negative Final Investment Decision or FID”). For
the avoidance of doubt, if Buyer defaults as specified in section 4.4(a) of
the Feasibility Study Funding Agreement (the “Funding Agreement”) executed
among Buyer, Seller’s Parent Company and HRI on March      ,
2006, and Buyer fails to cure that default in the manner specified in Section 4.5(c) of
the Funding Agreement (a “Buyer Funding Default”), Buyer shall not be entitled
to advise Seller of the occurrence of a Condition Subsequent, for the purposes
of Section 6.1(c)(iv) of this Agreement.


 


7.3                                 For the purposes of Section 7.1,
so long as a Buyer Funding Default has not occurred or a termination of the
Funding Agreement by Buyer in accordance with Section 3.3 thereof has not
occurred, a Condition Subsequent will be deemed to have occurred if: (a) HRI,
Seller, and Seller’s Parent Company fail to make good faith effort to prepare
and sign the Joint Venture Agreement; (b) Seller’s Parent Company or HRI
have committed or are subject to events of default as specified in Section 4.4(b) of
the Funding Agreement and have failed to cure that default in the manner
specified in Section 4.5(c) of the Funding Agreement; or (c) upon
completion of the Feasibility Study referenced in the Funding Agreement, HRI, or Seller’s Parent Company elect not
to pursue the Churchrock Joint Venture.


 


Article VIII - Taxes


 


8.1                                 Seller shall be responsible for
and bear any and all taxes, duties, and imposts of any kind which are imposed
on or with reference to the Concentrates prior to and coincident with Book
Transfer.


 


8.2                                 Buyer shall be responsible for and
bear any and all taxes, duties and imposts of any kind which are imposed on or
with reference to the Concentrates subsequent to Book Transfer.


 


Article IX – Invoicing and Payment


 


9.1                                 In respect of each quantity of
Concentrates delivered pursuant to Article 2 and Article 3, Seller
shall promptly after delivery forward to Buyer an invoice (in duplicate),
together with the back-up data necessary to enable Buyer to verify the price
indicators and/or published statistics used to calculate the Purchase Price,
and Delivery Certificate.


 


8

















 


9.2                                 Seller shall issue an invoice for
100% of the sum arrived at by multiplying the total quantities of U3O8
(expressed in Pounds) contained in such delivery by the applicable Purchase
Price.


 


9.3                                 Buyer shall pay to Seller the
invoice value by telegraphic transfer within thirty (30) days from the date
when Buyer receives an invoice by fax together with the applicable Book
Transfer Certificate, provided that the original invoice follows by mail.


 


9.4                                 Any other amounts which either
party is obliged to reimburse to the other party pursuant to this Contract
shall be paid by telegraphic transfer within thirty (30) days after the date of
receipt of invoice by fax, provided that the original invoice follows by mail. Invoices
not paid when due shall bear interest at the Agreed Rate.


 


9.5                                 If any invoice due date is not a
Business Day, then such invoice shall become payable on the next Business Day.


 


Article X – Force Majeure


 


10.1                           (a)                                  For the purposes of this Contract,
a “Force Majeure Event” means an act, event, circumstance, or cause beyond the
reasonable control and without the wilful default or negligence of the party
concerned including, without limiting the generality of the foregoing;


 


(i)                                     acts of God, perils of the sea,
accidents of navigation, war, sabotage, riot, insurrection, civil commotion,
national emergency (whether in fact or law), martial law, fire, flood, cyclone,
earthquake, landslide, explosion, strike, lock out, boycott, epidemic,
quarantine, radiation or radioactive contamination;


 


(ii)                                  restriction, restraint,
prohibition, requisition, expropriation, direction or embargo by legislation,
regulation, decree or other legally enforceable order of any government or
governmental or other competent authority (including any court of competent
jurisdiction); and


 


(iii)                               refusal, revocation or suspension
of any permit, licence, authorization or certificate referred to in Article XIV.


 


(b)                                           Force Majeure means:


 


(i)                                     in the case of Seller – those
Force Majeure acts, events or circumstances which affect the conduct of the
Seller’s U.S. mines, the production of Concentrates thereat, or the delivery of
U308 by Seller to Buyer.


 


(ii)                                  In the case of Buyer – those Force
Majeure acts, events or circumstances which affect the taking delivery of
Concentrates from Seller.


 


10.2                           If either party is prevented or
delayed or anticipates that it will be prevented or delayed in the performance
of any of its obligations under this Contract by Force Majeure, then subject to
that party giving notice to the other party in accordance with Section 10.3
and requesting a suspension of its obligations, the performance of this
Contract shall be suspended for any actual


 


9

















 


period of any prevention or delay and the party or parties shall be
excused from the performance of the Contract as the case may be.


 


10.3                           A notice required by Section 10.2
shall be given as promptly as practicable and in any case within thirty (30)
days after the party giving the notice first determines that any act, event or
circumstance constitutes or may constitute Force Majeure and the notice
shall specify the following details:


 


(a)                                            the matters constituting or likely
to constitute Force Majeure, together with evidence thereof;


 


(b)                                           an estimate of the period within
which the prevention or delay will continue;


 


(c)                                            the action taken or proposed to be
taken to minimise or overcome the prevention or delay;


 


(d)                                           the extent to which delivery or
acceptance of U308 will be affected.


 


10.4


 


(e)                                            During the period of any
prevention or delay notified the party giving the notice shall promptly advise
the other party of any change in the nature of the Force Majeure.


 


(f)                                              A party giving the notice under
this Article may at any time withdraw or cancel the notice and in
such case any right of suspension of performance shall be at an end from the
date of cancellation of the notice.


 


(g)                                           The party giving the notice shall
endeavour to minimise the prevention or delay resulting from the Force Majeure.


 


10.5                           If, because of Force Majeure,
Seller’s ability to deliver Concentrates hereunder is partially affected but
not stopped entirely, the parties shall discuss a fair basis upon which
deliveries to Buyer will be reduced.


 


10.6                           If the disability resulting from
Force Majeure lasts for more than 180 days from the date of notice in
accordance with Section 10.3, the party receiving the notice, may at
any time prior to advice of cessation of that disability (but not after the
date of that advice) by notice in writing to the other, cancel the whole or any
part of any quantity of Concentrates due to be delivered during the period
of Force Majeure.


 


10.7                           If the disability resulting from
Force Majeure lasts for more than 12 months from the date of notice in
accordance with Section  10.3, either party, may at any time prior to
advice of cessation of that disability (but not after the date of that advice)
by notice in writing to the other, terminate this Contract.


 


Article XI – Non Compliance


 


11.1                           Except as provided in Article X,
if either party defaults in the observance of performance of an obligation in a
material way under this Contract and such default continues for a period of
ninety (90) days after the other party has given written notice to the
defaulting


 


10

















 


party specifying such default, then such other party shall have the right
to terminate this Contract by notice in writing to the defaulting party.


 


11.2                           The measure of damages or
compensation payable in the event of breach of this Contract shall not in any
circumstances (including circumstances entitling termination of this Contract
pursuant to this Article) extend to consequential or indirect damages.


 


11.3                           If either party shall be adjudged
bankrupt or insolvent under similar proceedings (including without limitation
proceedings for the appointment of a trustee or receiver but excluding any
proceedings for the purpose of reconstruction only) then the other party shall
have the right to terminate this Contract by notice to such first mentioned
party.


 


11.4                           Subject to the limitations set
forth in Section 11.2, a party terminating this Contract pursuant to this Article shall
have the rights and remedies provided under applicable law.


 


Article XII – Term and Termination


 


12.1                           Termination of this Contract in
accordance with Section 10.7 by a party entitled to effect such termination,
shall;


 


(a)                        take effect from the date of receipt of the
notice of termination by the other party;


 


(b)                       operate as a discharge of performance of the
unexecuted portion of this Contract, except performance of any obligation
outstanding at the date on which the notice of termination takes effect;


 


(c)                        not abrogate or prejudice any right (whether
conferred by this Contract or existing by law or in equity) of either party in
respect of any antecedent breach by the other of any obligations under this
Contract.


 


Article XIII Governing Law And Arbitration


 


13.1                           Governing
Law


 


This Agreement
shall be governed by, construed, and enforced in accordance with, and its
validity shall be determined under, the laws of the State of New York, the
United States of America, without giving effect to any conflicts-of-law rules requiring
the application of the substantive law of any other jurisdiction, and it shall
be deemed to have been executed and performed in the State of New York. The
Parties hereby exclude the application of the United Nations Convention on
Contracts for the International Sale of Goods (CISG) to this Agreement. The
Parties expressly state their intention that the laws of Japan shall not, under
any circumstances, apply in any way to the interpretation of this Contract. In
the event this Contract is translated and there exists any difference between
the foreign language version and this English version, this English version
shall prevail.


 


13.2                           Arbitration


 


(a)                                  Any dispute, controversy or claim arising out
of or relating to this Agreement shall be finally resolved by arbitration in
accordance with the rules of the American Arbitration


 


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Association then obtaining. Unless otherwise agreed in writing by the
Parties hereto, the arbitral panel shall consist of three (3) arbitrators,
one to be appointed by each Party and the third to be appointed by the two
arbitrators appointed by the Parties. In the event that a Party fails to
appoint an arbitrator within fifteen (15) days after any such dispute,
controversy or claim has been referred to arbitration hereunder, then, in such
event, the other Party may request the American Arbitration Association to
appoint an arbitrator for the Party failing to make such appointment. In the
event that the third arbitrator has not been appointed within thirty (30) days
after any such dispute, controversy or claim has been referred to arbitration
hereunder, then, in such event, either Party may request the American
Arbitration Association to appoint such third arbitrator. The arbitration
proceedings, all documents submitted therein and the award of the arbitral
panel shall be in the English language, and all members of the arbitral panel
shall be fluent in English. The arbitration proceedings shall be held in New
York, New York, the United States of America. The arbitral panel shall apply
the rules of procedure applicable to civil actions in the courts of the
state of New York; provided, however, that both Parties shall be
entitled to representation by counsel, to appear and present written or oral
evidence and argument and to cross-examine witnesses presented by the other
Party. The arbitral award shall be in writing and the arbitral panel shall
provide written reason for its award. The award of the arbitral panel shall be
final and binding upon the Parties. The Parties waive any rights to appeal or
to review such award by any court or tribunal, and such award shall be final
and binding. Each Party agrees that any arbitral award or final judgment
rendered against it in any action or proceeding relating in any way to this
Agreement shall be conclusive and may be enforced, to the extent permitted
by applicable law, in any court in the state of New York, by suit on the
arbitral award or judgment, a certified copy of which arbitral award or
judgment shall be conclusive evidence thereof, or by such other means provided
by applicable law. The Parties further agree to undertake to carry out without
delay the provisions of any arbitral award or order. A Party may disclose
the contents of an award of the arbitral tribunal only to affiliates,
Governmental Authorities or other persons as required by applicable law.


 


(b)                                 To the extent any Party has or may acquire
any immunity (sovereign or otherwise) from jurisdiction of any arbitral
tribunal or court in or in connection with any arbitration under this Agreement
or any proceeding, action, lawsuit or process (whether through service or
notice, attachment in aid of execution, execution or otherwise) pursuant to, in
aid of, arising out of, in confirmation or registration of, or to enforce, an
award of an arbitration proceeding under this Agreement, each Party, solely for
the purpose of such arbitration proceeding, action, lawsuit or process, hereby
irrevocably waives such immunity. The foregoing waiver and consent are intended
to be effective to the fullest extent now or hereafter permitted by the
applicable law of any jurisdiction where any suit, action or proceeding with
respect to an arbitration under this Agreement may be commenced, including
the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976
of the United States of America and are intended to be irrevocable and not
subject to withdrawal for purposes of such act.


 


(c)                                  Pending the final decision of the arbitrator
of a dispute hereunder, Buyer and Seller shall diligently proceed with the
performance of any portion of the Agreement without prejudice to a final
adjustment in accordance with the decision rendered by the arbitral tribunal
with respect to such dispute.


 


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Article XIV – Governmental Permits


 


14.1                           Deliveries of Concentrates
hereunder are subject to the grant and continuance in force of all necessary
permits, licenses, authorisations and certificates. Seller shall at its own
cost be responsible for obtaining and maintaining all permits, certificates,
licenses and authorisations necessary for performing its obligations based on
the Contract.


 


14.2                           Buyer shall at its own cost be
responsible for obtaining and maintaining all permits, certificates, licences
and authorisations necessary for performing its obligations based on the
Contract.


 


14.3                           Each party shall at its own
expense afford the other party all reasonable assistance in applying for or
obtaining any permit, licence, authorisation or certificate necessary for the
purposes of this Contract.


 


Article XV – Safeguards-Use of Concentrates


 


15.1                           Buyer and Seller agree that the
Concentrates supplied hereunder, will be used only for peaceful purposes and
will be subject to the safeguard provisions of the agreements of the
governments involved for the cooperation in the field of nuclear
non-proliferation in effect as of the Effective Date, and as the same may be
subsequently amended.


 


Article XVI – General and Notices


 


16.1                           The terms and conditions of this
Contract and all information flowing to a party by reason of the operation
hereof shall be kept and remain confidential and each party undertakes that
neither it nor its employees, agents or representatives shall, without the
prior written consent of the other party, disclose such terms, conditions or
information to third persons unless disclosure relates to information already
within the public domain or is;


 


(a)                                            required by law or by the
Government regulation;


 


(b)                                           reasonably necessary for
submission to an arbitrator pursuant to Article XIII  or for the purposes of any administrative or
legal proceedings involving both parties;


 


(c)                                            required by any stock exchange on
which the shares of such party may then be listed for quotation;


 


(d)                                           reasonably necessary for financing
purposes; or


 


(e)                                            made to legal and financial
advisers or certified public accountants of either party who are bound to treat
any information disclosed to them as confidential.


 


16.2                           This Agreement shall not be
assigned by either Party without the prior written consent of the other Party,
which consent shall not be unreasonably withheld or delayed; provided that
either Party may, without such consent, assign this Agreement and its rights or
obligations hereunder to its subsidiary, affiliate, trust, or financial
institutions. In no event shall any such


 


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assignment be construed as a novation or discharge of the assigning
party’s obligations hereunder. Except as so provided, any purported assignment
hereof shall be invalid.


 


16.3                           No amendment or modification of
this Contract shall be binding on the parties unless made in writing and signed
or executed by or on behalf of both parties.


 


16.4                           In any event Seller’s Parent
Company shall guarantee all the necessary performance of Seller described in
this Contract.


 


16.5                           (a)                                  All notices, notifications,
consents, advices, requests, demands, directions, instructions, reports and other
communications (in this Section 16.5 called “Communications”) required,
permitted or authorised to be made or given pursuant to this Contract shall be
made or given in writing and either personally served or sent airmail letter
(postage prepaid) or facsimile addressed as follows:


 


(i)                                      To Seller:


 


URI, Inc.


650 S. Edmonds Lane


Suite 108


Lewisville, TX 75067


Attention: Paul K. Willmott


Facsimile: 
972-219-3311


 


(ii)                                                To Buyer:


 


ITOCHU Corporation


5 – 1,
Kita-Aoyama 2-Chome


Minato-Ku, Tokyo
107 – 8077


Japan


Attn:  Nuclear Energy Department


Facsimile:                                            81-3-3497-6655


 


with copy to:                          ITOCHU International Inc.


1133
21st Street NW


Suite
200


 


Washington,
DC 20036


Attn: Nuclear
Fuel Group


Facsimile:                                            202-835-9764


 


(b)                                           Either party may from time to
time by notice in writing to the other change its address for receipt of
Communications.


 


(c)                                            For the purposes of this Contract,
Communications shall unless otherwise agreed:


 


(i)                         Be in the English language;


 


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(ii)                      Be deemed to be given only when actually
received by the party to which they are addressed;


 


(iii)                   Be promptly acknowledged by the party to which they are addressed; and


(iv)                  Be signed by an authorized person of that party.


 


IN WITNESS
WHEREOF the parties hereto have caused these presents to be executed as
attested to by their duly authorised signing officers in that behalf as at the
day and year on which the last party signed below, to be effective as of the
Effective Date.


 


 


	
   

  	
  ITOCHU
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name  :
  Haruo Maeda

  
	
   

  	
  Title: Group
  General Manager,

  
	
   

  	
  Nuclear Energy Group

  
	
   

  	
   

  
	
   

  	
  Date     :

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  URI, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name  :
  Paul Willmott

  
	
   

  	
  Title    :
  President

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Uranium Resources, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:  Paul
  Willmott

  	
   

  	
   

  
	
  Title:  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
									



 


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