Exhibit 10.28


 


 


"Certain portions of
this Exhibit have been omitted and filed separately with the Commission based
upon a request for confidential treatment."


 


AMENDED AND RESTATED


 


URANIUM SUPPLY CONTRACT


 


BETWEEN


 


[REDACTED]


 


AND


 


URI, INC.


 


AS OF JUNE 7,
2005


 





















 


TABLE OF CONTENTS


 


	
  Preamble – Object of
  the Contract

  	
   

  
	
   

  	
   

  
	
  RECITALS:

  	
   

  
	
   

  	
   

  
	
  Article I –
  Definitions

  	
   

  
	
   

  	
   

  
	
  Article II
  – Annual Quantities and Delivery Schedule of Concentrates

  	
   

  
	
   

  	
   

  
	
  Article III – Delivery

  	
   

  
	
   

  	
   

  
	
  Article IV –
  Specifications

  	
   

  
	
   

  	
   

  
	
  Article V
  – Warranty and Limitation of Liability

  	
   

  
	
   

  	
   

  
	
  Article VI
  – Price of Concentrates

  	
   

  
	
   

  	
   

  
	
  Article VII – Taxes

  	
   

  
	
   

  	
   

  
	
  Article VIII
  – Invoicing and Payment

  	
   

  
	
   

  	
   

  
	
  Article IX – Force
  Majeure

  	
   

  
	
   

  	
   

  
	
  Article X – Non
  Compliance

  	
   

  
	
   

  	
   

  
	
  Article XI –
  Term and Termination

  	
   

  
	
   

  	
   

  
	
  Article XII
  – Governing Law And Arbitration

  	
   

  
	
   

  	
   

  
	
  Article XIII
  – Governmental Permits

  	
   

  
	
   

  	
   

  
	
  Article XIV
  – Safeguards-Use of Concentrates

  	
   

  
	
   

  	
   

  
	
  Article XV –
  General and Notices

  	
   

  



 


i





















 


Preamble – Object of the Contract


 


This Amended and Restated Contract is for the sale
of Uranium Concentrates and is made and entered into as of this 7th day of June 2005.


 


Between:                                             [REDACTED] having its principal office at [REDACTED] (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, Lewisville, TX, USA
75067 (hereinafter in this Contract called “Seller”) on the other part.


 


RECITALS:


 


Whereas:                                           Seller and Buyer have heretofore
entered into a Uranium Supply Contract dated January 13, 2004 (the “Original
Contract) 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 hereinafter set forth therein;


 


Whereas:                                           Seller and Buyer have heretofore
entered into amendments to the Original Contract designated as Amendment No. 1
dated August 19, 2004 and a letter amendment dated February 21, 2005;


 


Whereas:                                           Through June 7, 2005 Seller
has delivered to Buyer 205,820 pounds of Concentrates out of a total Base Quantity
of 300,000 pounds of Concentrates called for under the Original Contract, as
amended, to be delivered in 2004 and 2005;


 


Whereas:                                           94,180 pounds remain to be
delivered during the remainder of calendar year 2005 against the Base Quantity;


 


Whereas:                                           Buyer has exercised its right to
increase 2005 deliveries by 45,000 pounds;


 


Whereas:                                           A total of 139,180 pounds remain
to be delivered for the remainder of calendar 2005.


 


Whereas:                                           Seller and Buyer desire to further
amend the Original Contract; and


 


Whereas:                                           Seller and Buyer desire to
incorporate the further amendments and the previous amendments into one
document by amending and restating the Original Contract in its entirety to
incorporate the previous amendments and the amendments effected hereby.


 





















 


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


 


Article I – Definitions


 


1.1                       In this Contract unless the
context otherwise requires:


 


(a)                                            “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, where the
final weight and determination of the U3O8 content of the
Concentrates has already been made by the Converter;


 


(b)                                           “Concentrates” means natural
uranium concentrates containing U3O8, which will be
supplied from United States mines owned by the Seller;


 


(c)                                            “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 this Contract;


 


(d)                                           “Converter” means one or more of
the following facilities:


 


(i)                 Honeywell International’s facility at Metropolis, Illinois, U.S.A.,


 


(ii)              Cameco’s facility at Blind River and Port Hope, Ontario, Canada;


 


(e)                                            “Delivery Certificate” means a
document including the information of 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;


 


(f)                                              “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;


 


(g)                                           “Month” means calendar month;


 


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


 


(i)                                               “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;


 


(j)                                               “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;


 


(k)                                            “UF6” means natural
uranium hexafluoride;


 


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


 


2





















 


1.2             General:


 


(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;


 


(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                       Subject to Article IX and X,
Seller shall deliver to Buyer Concentrates in each Delivery Year 2005 through
to and including 2008 as follows:


 


Delivery Year                      Base
Quantity


Lb U308


 


	
  2005

  	
   

  	
  300,000

  	
   

  
	
  2006

  	
   

  	
  300,000

  	
   

  
	
  2007

  	
   

  	
  300,000

  	
   

  
	
  2008

  	
   

  	
  300,000

  	
   

  



 


Buyer has a right
to exercise plus or minus 15 percent flexibility on the above nominal
quantities.


 


Seller
acknowledges that Buyer has elected to increase the 2005 deliveries by 45,000
pounds.  Buyer acknowledges that through June 7,
2005, Seller has delivered 205,820 pounds of concentrates against the 2005
commitment of 345,000 pounds, leaving a remaining balance of 139,180 pounds for
delivery in 2005 (“2005 Remaining Balance”). 
Seller shall deliver to Buyer at least fifty per cent (50%) of the
Concentrates produced monthly by Seller until the 2005 Remaining Balance has
been delivered, and any shortfall will be carried over and delivered as soon as
possible in 2006.


 


3





















 


2.2                                 The following quantity, converter
and delivery date nomination arrangements are agreed:


 


(a)                                            By the 1st September of the
year prior to the delivery year, Buyer shall provide a following documents to
Seller:


 


(i)                                     Binding notice (“September Binding
Notice”) on the delivery quantity and delivery location.


 


(ii)                                  Non-Binding notice for the
delivery month(s)


 


At least One
Hundred and Twenty (120) days prior to the delivery date, Buyer shall provide a
Binding notice (“120 days Binding Notice”) for the delivery date.


 


There shall be no
more two (2) deliveries in each of the delivery years.


 


2.3                                 Each party shall consider in good
faith any request by the other to vary the Delivery Schedule, but the Delivery Schedule as
determined pursuant to this Article shall not be amended unless the
parties agree.


 


2.4                                 Notwithstanding the foregoing, the
timing of deliveries for the 2005 remaining balance shall be at Seller’s
discretion.  Seller shall give Buyer at
least seven (7) days notice of each delivery for the 2005 Remaining
Balance.


 


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 selected under Section 2.3.


 


(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.


 


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 in accordance with Section 2.1
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.


 


4





















 


Article IV
– Specifications


 


4.1                                 The Concentrates delivered
hereunder by Seller to Buyer shall conform to the Specifications of the
selected 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                                 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                                 Purchase Price for Concentrates (“Purchase
Price”).


 


(a)                                  2005 Deliveries. 
For all remaining deliveries in 2005, the Seller shall pay $[Redacted]
per pound for the first 25,180 pounds delivered and $[Redacted] per pound for
up to the next 114,000 pounds delivered in 2005.


 


(b)                                 All other Deliveries. 
For any pounds U3O8 delivered after 2005
hereunder, the Purchase Price shall be:


 


(i)                                     The simple average of (A) US
$[Redacted] per pound escalated from the 4th quarter of calendar
year 2003 until the last day of the quarter immediately prior to the delivery
quarter by the changes in the U.S. GDP-IPD index, and (B) the Market
Price.  In no event, however, shall the
price paid to Seller be less than US$[Redacted] per pound U3O8
or higher than US $[Redacted] per pound U3O8, both values
respectively escalated as per (A) above.


 


(ii)                                  The Market Price shall be
determined as the simple average of 1) the U3O8 Spot Price Indicator last
published by TradeTech during the month immediately preceding the month in
which a 120 days Binding Notice is due from Buyer and 2) the Ux U3O8 Price last
published by the Ux Consulting Co. for the month immediately preceding the
month in which a 120 days Binding Notice is due from Buyer.


 


(iii)                               U.S. GDP-IPD means the most recent
Gross Domestic Product Implicit Price Deflator Index published by the US
Department of Commerce, Washington, DC, Bureau of Economic Analysis National
income and Wealth Division; “Survey of Current Business” through the end of the
quarter preceding the quarter in which delivery occurs.


 


(iv)                              If the U.S. GDP-IPD is
discontinued or the basis of its calculation is substantially modified, an
index which can reasonably be expected to produce


 


5





















 


approximately the same
results shall be substituted by mutual agreement of the parties.  If Buyer and Seller are unable to agree
within 60 days of the date upon which one party receives notice from the other
of its claims regarding the U.S. GDP-IPD, the matter shall be resolved by
binding arbitration according to 12.2.


 


(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.


 


Article VII
– Taxes


 


7.1                                 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.


 


7.2                                 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 VIII – Invoicing and Payment


 


8.1                                 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.


 


8.2                                 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 Purchase Price.


 


8.3                                 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;
provided, however, that Buyer shall pay the invoice value within 3 business of
such receipt for the 2005 Remaining Balance.


 


8.4                                 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 


 


6





















 


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 annual rate of prime (as published in the Wall Street Journal)
plus 2%.


 


8.5                                 If any invoice due date is not a
business day in the United States of America, then such invoice shall become
payable on the next business day both in Hong Kong or United States of America.


 


Article IX
– Force Majeure


 


9.1                                       (a)                            For the purposes of this Contract,
“Force Majeure” means an act, event 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, authorisation or certificate referred to in Article XIII.


 


(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 U308 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 U308
from Seller.


 


9.2                                 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 9.3
and requesting a suspension of its obligations, the performance of this
Contract shall be suspended for any actual 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.


 


9.3                                 A notice required by Section 9.2
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:


 


7





















 


(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.


 


9.4


 


(f)                                              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.


 


(g)                                           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.


 


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


 


9.5                                 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.


 


9.6                                 If the disability resulting from
Force Majeure lasts for more than 180 days from the date of notice in
accordance with Section 9.3, 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.


 


9.7                                 If the disability resulting from
Force Majeure lasts for more than 12 months from the date of notice in
accordance with Section 9.3, 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.


 


8





















 


Article X
– Non Compliance


 


10.1                           Except as provided in Article IX,
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
party specifying such default, then such other party shall have the right to
terminate this Contract by notice in writing to the defaulting party.


 


10.2                           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.


 


10.3                           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.


 


10.4                           Subject to the limitations set
forth in Section 10.2, a party terminating this Contract pursuant to this Article shall
have the rights and remedies provided under applicable law.


 


Article XI
– Term and Termination


 


11.1                           Subject to the necessary approval
stated in Article XIII of this Contract, this Contract shall enter into
effect and shall remain in force unless, agreed by both parties, until the end
of year 2008.


 


11.2                           Notwithstanding Section 11.1;


 


(a)                                            this Contract may, without any
cost to or liability of the Buyer, be terminated by the Buyer at its absolute
discretion upon giving written notice to the Seller if one or more of the
following conditions precedent to the ongoing effectiveness of this Agreement
are not met:


 


(i)                                     the Seller cannot reasonably
satisfy the Buyer on or before May 15, 2004, either by providing to the
Buyer written evidence from its financiers that is reasonably acceptable to the
Buyer evidencing that it has received the required financing from those
financiers or other evidence reasonably satisfactory to the Buyer, that the
Seller has secured financing to begin and complete plant construction, well
field development and processing upgrades to its facilities that, in the Buyer’s
reasonable opinion, will allow the Seller to fulfil all its obligations to the
Buyer under this Contract; or


 


(ii)                                  the Buyer reasonably concludes on
or before October 1, 2004 that the Seller will be unable to maintain
production of U3O8 at its production facilities at levels
to allow the Seller to fulfil all its obligations to the Buyer under this
Contract,


 


9





















 


and in each case
the Buyer must notify the Seller of its decision to so terminate no later than
ten (10) business days after the dates referred to in (i) and (ii) above,
respectively.


 


(b)                                           this Contract is subject to
earlier termination in accordance with Section 9.7 or Article X; and


 


(c)                                            if needed for the purposes of Article VI
and Article IX, the term of this Contract shall be extended to enable delivery
of any delayed deliveries to be made and for the quantity of U3O8
therein to be determined, priced, invoiced and paid for in full.


 


11.3                           Termination of this Contract in
accordance with Section 9.7 or Article X 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 XII – Governing Law
And Arbitration


 


12.1                           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 [REDACTED]
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.


 


12.2                           Arbitration


 


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 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 


 


10





















 


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.


 


(a)                      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.


 


(b)                     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.


 


Article XIII – Governmental Permits


 


13.1                           Deliveries of Concentrates
hereunder are subject to the grant and continuance in force of all necessary
permits, licenses, authorisations and certificates.


 


11





















 


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.


 


13.2                           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.


 


13.3                           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 XIV – Safeguards-Use of Concentrates


 


14.1                           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 of this Agreement, and as
the same may be subsequently amended.


 


Article XV
– General and Notices


 


15.1                           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 XII 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.


 


15.2                           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
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.


 


15.3                           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.


 


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


 


15.5                           (a)                                  All notices, notifications,
consents, advices, requests, demands, directions, instructions, reports and
other communications (in this Section 15.4 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:
  972-219-3331

  
	
   

  	
   

  
	
  (ii)

  	
  To Buyer:

  
	
   

  	
   

  
	
   

  	
  [REDACTED]

  



 


(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;


 


(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.


 


 


	
   

  	
  [REDACTED]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


13





















 


	
   

  	
   

  	
  Name : [REDACTED]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
  :

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  URI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name

  	
  : Paul Willmott

  	
   

  
	
   

  	
  Title

  	
  : President

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Uranium
  Resources, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Paul Willmott

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


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