-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U9ex5EefAoUkYL5/YwaUkV8SXPy2cweAuSLO4dbdDs3gMEw4F7AZOiPRw4/H+wTz orQW111KZ3+hrdM81j/opg== 0000950134-97-001359.txt : 19970226 0000950134-97-001359.hdr.sgml : 19970226 ACCESSION NUMBER: 0000950134-97-001359 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970225 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17171 FILM NUMBER: 97543252 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 2143877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 10-Q/A 1 URANIUM RESOURCES, INC. FORM 10-Q AMEND. NO. 2 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A-2 X Quarterly report pursuant to Section 13 or 15(d) of the Securities ----- Exchange Act of 1934 For the quarterly period ended September 30, 1996 or ----- Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to ______ Commission file number 0-17171 URANIUM RESOURCES, INC. (exact name of Registrant as specified in its Charter) DELAWARE 75-2212772 (State of Incorporation) (I.R.S. Employer Identification No.) 12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251 (Address of principal executive offices, including zip code) (972) 387-7777 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of Each Class of Common Stock Number of Shares Outstanding ----------------------------------- ---------------------------- Common Stock, $0.001 par value 8,813,027 as of November 11, 1996 - -------------------------------------------------------------------------------- 2 URANIUM RESOURCES, INC. 1996 THIRD QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS PART II - OTHER INFORMATION 3 SIGNATURES 4 INDEX TO EXHIBITS E - 1 2 3 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. 1. Uranium supply contract dated August 21, 1996 between the Company and Commonwealth Edison Company.* 2. Uranium supply contract dated August 28, 1996 between the Company and Georgia Power Company.* - ------------------------- * Certain provisions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. URANIUM RESOURCES, INC. Dated: February 25, 1997 By: /S/ Paul K. Willmott ----------------------------------- Paul K. Willmott Director, President and Chief Executive Officer Dated: February 25, 1997 By: /S/ Thomas H. Ehrlich ----------------------------------- Thomas H. Ehrlich Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 4 5 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION - ------- ----------- 10.1. Uranium Concentrates Sales Agreement dated August 21, 1996.* 10.2. Uranium Concentrates Sales Agreement dated August 28, 1996.*
- ------------------------- * Certain provisions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. E-1 EX-10.1 2 URANIUM CONCENTRATES SALES AGREEMENT 8/21/96 1 EXHIBIT 10.1 URANIUM CONCENTRATES SALES AGREEMENT THIS AGREEMENT, is made this 21st day of August, 1996 by and between URANIUM RESOURCES, INC., a corporation established and existing under the laws of the State of Delaware (herein referred to as "Seller") and Commonwealth Edison Company, a corporation established and existing under the laws of the State of Illinois (herein refer to as "Buyer"). WHEREAS: Seller agrees to sell and deliver to Buyer and Buyer agrees to purchase and take delivery from Seller of natural uranium concentrates on the terms and conditions provided for hereunder. NOW THEREFORE, in consideration of the premises above recited and the mutual promises herein contained, Buyer and Seller hereby agree as follows: ARTICLE 1. Definitions When any of the following terms is used in this Agreement wherein the first letter is written with a capital letter, then that term shall have the following definition. Words importing persons include corporations, and words importing only the singular include the plural and vice-versa when the context requires. 1 2 A. "Agreement" shall mean this instrument as a whole including the appendices or exhibits hereto as the same may be amended from time to time. The expressions "herein", "hereto", "hereunder", "hereof" and similar expressions refer to this Agreement as so defined and to any relevant article, section, subsection or other subdivisions so designated; B. "Annual Dollar Amount" shall mean [ ] subject to adjustment by Buyer in accordance with Article 2.2, to be paid to Seller by Buyer for the purchase of Concentrates; C. "Book Transfer" shall mean the transfer of Concentrates on the records of the Converter from the account of Seller to the account of Buyer or its designed account, after the Concentrates have met the Specifications; D. "Concentrate" shall mean concentrates containing natural uranium in the form of tri-uranium octoxide (U(3)O(8)) which has been neither enriched nor depleted and which has a concentration of the isotope U-235 of 0.711 (nominal) weight percent; E. "Converter" shall mean the operator of the conversion facility of Allied-Signal Corp. at Metropolis, Illinois or CAMECO Corp. at Blind River, Ontario, Canada; F. "Delivery Date" shall mean a calendar day on which Concentrates are delivered by Seller to Buyer in accordance with this Agreement; 2 3 G. "Delivery Month" shall mean each January, April, July and October within each Delivery Year; H. "Delivery Year" shall mean a period of twelve (12) consecutive months commencing January 1, and ending December 31, during which period Concentrates are to be delivered by Seller to Buyer pursuant to this Agreement; I. [ ] shall have the meaning attributed to that term in Article 5; J. "Party" or "Parties" shall mean Seller or Buyer or both as the context may require; K. "Purchase Price" shall mean [ ]. L. "Quarterly Dollar Amount" shall mean the Annual Dollar Amount divided by four (4); M. "Quarterly Purchase Quantity" shall mean the quantity of Concentrates to be delivered by Seller to Buyer during a Delivery Month determined by dividing the Quarterly Dollar Amount by the Purchase Price; N. "Specifications" shall mean the Converter's standard specifications in effect at the time of delivery of Concentrates under this Agreement which establishes the acceptability of U(3)O(8) for conversion to UF6 without penalty or surcharge; 3 4 O. "Term" shall mean the period from January 1, 1997 through and including December 31, 2001; P. "U(3)O(8)" shall mean natural uranium containing at least 0.711 (nominal) weight percent U-235 as contained in Concentrates as expressed in tri-uranium octoxide. ARTICLE 2. Quantity, Origin 2.1 Quarterly Quantities: Subject to the flexibility provision of Article 2.2 Seller shall sell and deliver to Buyer and Buyer shall purchase and accept from Seller during the Term of this Agreement quantities of Concentrates delivered on a quarterly basis as determined below: Quarterly Purchase Quantity = Quarterly Dollar Amount ----------------------- Purchase Price Any resulting fractional Quantity will be rounded up to the next whole pound U(3)O(8). 2.2 Annual [ ] Flexibility: Buyer may elect to increase or decrease the Annual [ ] with written notice to Seller by September 1, of each year preceding a Delivery Year. 2.3 Origins: The Concentrates to be delivered to Buyer shall be of any origin legally acceptable for use in Buyer's reactors at time of delivery without payment of any premium, surcharge or duty, tax or payments due to origin that would not be 4 5 applicable to Concentrates mined in Canada. Ninety (90) days prior to each Delivery Month Seller shall declare to Buyer the origin(s) of the Concentrates to be delivered. ARTICLE 3. Delivery 3.1 Method of Delivery: Seller shall complete deliveries to Buyer by Book Transfer. 3.2 Delivery Location: Buyer shall designate, by written notice to Seller by October 1 of each year preceding a Delivery Year, the Converter to which each Quarterly Purchase Quantity shall be delivered. Seller shall not be obligated to deliver Concentrates to more than one Converter per quarter. 3.3 Delivery Schedule: Deliveries during each Delivery Year shall be made on a single Delivery Date in each of the Delivery Months. The Delivery Date within each Delivery Month shall be determined by Seller. 3.4 Converter Notification: Seller shall require the Converter to provide written notification to Buyer following each delivery of Concentrates verifying the actual quantity, the actual date of delivery and the origin(s) of the Concentrates delivered. ARTICLE 4 Title and Risk of Loss Title to and risk of loss of or damage to the Concentrates shall pass from Seller to Buyer upon delivery in accordance with Article 3. 5 6 ARTICLE 3 Purchase Price and Payment 5.1 Purchase Price: As consideration for the Concentrates Seller delivers to Buyer under the terms and conditions of this Agreement, Buyer shall pay to Seller for each pound of Concentrates, the purchase price, [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] 5.2 Replacement of Spot Price Indicators: If the UX Spot Price or UPIS is discontinued or the basis of its calculation is substantially modified, an index which can be reasonably expected to produce approximately the same results shall be substituted by mutual agreement of the parties. If Buyer and Seller are unable to agree within sixty (60) days on whether the basis of calculation of the index has been substantially modified or on a substitute index, the matter shall be resolved by binding arbitration in accordance with Article 13.1. 5.3 Payment: Full payment shall be made to Seller in U.S. currency within twenty-five (25) days of delivery, subject to Buyer's receipt of Converter's delivery confirmation notice and Seller's invoice, but no earlier than twenty (20) days after the receipt of 6 7 the later of the confirmation notice or the invoice. Buyer may make payment to Seller by check, sent by U.S. Postal Service to an address designated by Seller in its invoice In the event, and without prejudice to any other remedies of the parties, either party fails to pay the amount due the other party when the same is due, the unpaid balance shall bear interest from the date when such amount is due until the same is paid at a Variable Rate equal to the lowest rate of interest charged by the First National Bank of Chicago, Chicago, Illinois for short term loans to large businesses with the highest credit rating plus one percentage point, each change in the Variable Rate to be effective without notice on the effective date of each change in such lowest rate, provided that the Variable Rate chargeable hereunder shall never exceed the maximum rate of interest allowed by applicable law. ARTICLE 6. Taxes, Duties and Tariffs Seller shall be responsible for any taxes, duties and/or tariffs imposed upon the Concentrates while title to such Concentrates remains with Seller. Buyer shall be responsible for any taxes, duties, and/or tariffs imposed upon the Concentrates coincident with and subsequent to transfer of title to such Concentrates to Buyer exclusive of anti-dumping or countervailing duties. 7 8 ARTICLE 7 Representations and Warranties 7.1 Representations and Warranties of Seller: Seller represents and warrants to Buyer that (1) Seller will transfer to Buyer good and marketable title to all Concentrates delivered under this Agreement and that such title shall be free of all claims, liens, charges and encumbrances, (2) all Concentrates delivered will meet the Specifications of the Converter in effect for natural uranium concentrates at the time of delivery, (3) the Concentrates delivered to Buyer will not have been obtained in any manner that will circumvent any of the Suspension Agreements between CIS Republics and the U.S. Department of Commerce, (4) the Concentrates delivered to Buyer (i) shall not be subject to any antidumping investigation at the time of delivery, (ii) shall not be subject to the assessment of antidumping or countervailing duties upon importation to the United States, (iii) are not being sold in the United States at less than their fair value, and (iv) shall not result in the receipt directly or indirectly by Seller of any "bounty grant" or "subsidy" with respect to the production or importation to the United States of the Concentrates delivered to Buyer under this Agreement. For breach of this warranty, Buyer shall be entitled to damages in an amount equal to the sum of any antidumping or countervailing duty so assessed and paid by Buyer, and (5) Seller shall obtain or cause to be obtained any and all licenses, permits and other authorizations that may be lawfully required in order that Seller, or any Party on its behalf, can legally sell and deliver to Buyer the Concentrates subject to sale to Buyer hereunder and upon Buyer's request shall furnish to Buyer proof of such licenses, permits and other authorizations. 8 9 7.2 Representation and Warranties of Buyer: Buyer shall obtain, or cause to be obtained any or all licenses, permits and other authorizations that may be lawfully required in order that Buyer, or any Party on its behalf, can legally purchase and accept delivery from Seller of the Concentrates subject to sale to Buyer hereunder and upon Seller's request shall furnish to Seller proof of such licenses, permits and other authorizations. 7.3 Exclusive Warranties: The warranties set forth in this Agreement are exclusive and no other warranties of any kind, whether statutory, written, oral or implied (including warranties of fitness for a particular purpose or merchantability) shall apply. ARTICLE 8. Force Majeure, Unscheduled Reactor Outages 8.1 Force Majeure: Neither party shall be responsible for or liable because of any delay in or failure of Seller to deliver or Buyer to receive the Concentrates where such delay or failure is due to any event which in the case or Seller or Buyer is beyond reasonable control of the Party claiming force majeure (and which does not result from the negligence or deliberate act or inaction of the Party claiming force majeure or that of its employees, agents, suppliers, contractors or subcontractors) such as, but not limited to, accident; fire; explosion; strike or labor disputes; flood; mobilization; war; riot; rebellion; revolution; blockade; requirement, regulation restriction or other act or failure to act of any government or governments, whether legal or otherwise; act of public enemies; the elements; and all causes or contingencies, whether or not of 9 10 the nature or character hereinafter specifically enumerated. The obligations which are affected by force majeure except for Buyer's obligation to pay for the Concentrates (as long as the place of payment is within the United States) delivered to Buyer at the Converter prior to the date of the event of force majeure, shall be deemed suspended so long as any such causes or contingencies prevent or delay its execution. The Party whose obligations are suspended hereunder shall furnish notice of such suspension, and the reason therefor to the other Party within five (5) business days of the occurrence of such force majeure event, and shall use all reasonable efforts to eliminate the causes or contingencies producing the suspension and to avoid or minimize the consequence of such suspension, and shall continue with its obligations after the cause of such suspension has ceased to exist; provided however, that nothing herein requires such Party to settle strikes or other labor difficulties. If the suspension under this Article shall last for three (3) consecutive months, the Party not claiming force majeure may terminate the affected delivery. If the suspension under this Article shall last for twelve (12) consecutive months and be continuing, either Party may, at its option by notice given in writing to the other Party, terminate immediately all further obligations of the parties. 8.2 Unscheduled Reactor Outages: If there is a reduction in Buyer's total Concentrates requirements for Concentrates to be delivered in a Delivery Year of more than fifteen (15) percent due to the forced or other unplanned outages of one or more of Buyer's nuclear reactors for a 10 11 period exceeding one hundred eighty (180) or more consecutive days, Buyer shall be allowed to reduce, in direct proportion to the reduction in Buyer's total Concentrates requirements, the Concentrates to be delivered by Seller. Such proportion shall be documented by Buyer to Seller's satisfaction. ARTICLE 9 Consequential Damages and Limitation of Liability In no event shall either Party be liable to the other Party for any indirect, incidental, special or consequential damages of any nature, including but not limited to, loss of profits, loss of use of uranium or revenue, expenses involving cost of capital, or claims of customers, whether such damages are a result of breach of this Agreement or otherwise. In no event shall either Party's total liability to the other Party for claims of any kind arising out of or connected with or resulting from this Agreement, including any action arising in tort, contract, or negligence, exceed the purchase price times the number of pounds of Concentrates delivered or to be delivered by Seller to Buyer hereunder. ARTICLE 10 Notices All notices or other communications required or permitted hereunder shall be given in writing and shall be (1) sent by certified registered or express mail, return receipt requested, or next day courier service or (2) sent by telecopier or similar means of communication. All notices and other communications shall be effective when received. Notices to Buyer and Seller shall be addressed as follows: 11 12 If to Seller: Uranium Resources, Inc. 12750 Merit Drive Suite 1020, LB 12 Dallas, Texas 75251 Attn: Joe H. Card (214) 387-7777 phone (214) 387-7779 fax If to Buyer: Commonwealth Edison Company 1411 Opus Place Suite 200 Downers Grove, Illinois 60515-5701 Attn: Fuel Buyer (708)663-5783 phone (708)663-5780 fax ARTICLE 11 Confidentiality The terms of this Agreement shall be treated as confidential, and neither party shall, without prior or written consent of the other party, disclose its contents to any person except to Mid America Energy Co. (joint owner of Quad Cities Station) legal advisors, UPIS, auditors, employees and members of the Illinois Commerce Commission, Seller's bankers, or as may be required to comply with or to obtain necessary approvals under the laws or regulations of the United States, or of any governing body having jurisdiction over Buyer or the joint owners of Quad Cities Station, including, without limitation, the Iowa Public Utilities Board. Either party compelled to disclose any part of this Agreement to any third party, other than the employees and members of the Illinois Commerce Commission, shall so notify the other party in writing at the earliest possible time, and shall use its reasonable efforts to limit such disclosure to the narrowest possible group. 12 13 ARTICLE 12 Assignment This Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided that either Party may, without such consent, assign this Agreement and its rights or obligations hereunder to a subsidiary, affiliate, trust, bank, or financial institution for purposes of or in connection with, the securing of financing related to this transaction or other Company operations. Notice to the non-assigning Party of any such assignment pursuant to the foregoing shall be given promptly by the assigning Party. In no event shall any such assignment be construed as a novation or discharge of the assigning Parties' obligations hereunder. Except as so permitted, any purported assignment hereof shall be null and void. ARTICLE 13 Miscellaneous 13.1 Applicable Law; Arbitration: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois through all acts or omissions hereunder occurred in such State. Any Disputes arising out of or in connection with the failure to agree on a replacement spot market price indicator shall be settled by binding arbitration held in Chicago, Illinois U.S.A. by a single arbitrator selected in accordance with the commercial arbitration rules of the American Arbitration Association. Such arbitrator shall conduct the arbitration in accordance with such rules, to the extent these rules are consistent with the provisions of this 13.1. Each party shall submit its proposal for resolution of the dispute and any supporting evidence to the arbitrator and to the other party. The arbitrator shall choose one of 13 14 the proposals for resolution in its entirety. The arbitrator shall have no power to make any other decision. For purposes of this 13.1, the Seller hereby consents to the jurisdiction of any state or federal court sitting in the State of Illinois, U.S.A. provided that such consent shall not be construed as making the jurisdiction of such courts exclusive. The fees and other charges of the arbitrator shall be borne by the loser. 13.2 Employment Opportunities: In the performance of its obligations under this Contract, Seller shall, to the extent applicable, comply with the provisions of 41 CFR 60-1.4(a), 60-250.4(a), and 50-741.4. These provisions as now in effect are set forth in Appendix A. 13.3 Entire Agreement: This Agreement contains the entire agreement between the parties and supersedes all other prior negotiations, undertakings, notes, memoranda, and agreements, whether written or oral, concerning the subject matter hereof. 13.4 Waiver: No waiver, alteration, amendment, or modification of this Agreement or other convenant, condition or limitation herein contained is valid unless in writing and duly executed by each of the Parties hereto. Furthermore, no evidence of any waiver, alteration, amendment or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the Parties arising out of or affecting this Agreement, or the rights or obligations of any Party hereunder, unless such waiver, alteration, amendment or modification is in writing, and duly executed by the Parties. Further, the provisions of this Article may not be waiver except as herein set forth. 14 15 13.5 Successors: This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement by their authorized representatives, respectively, as of the day and year set forth below. COMMONWEALTH EDISON COMPANY URANIUM RESOURCES, INC. By: /s/MICHAEL J. WALLACE By: /s/ JOE H. CARD --------------------------- ---------------------------- Name: Michael J. Wallace Name: Joe H. Card -------------------------- --------------------------- Title: Senior Vice President Title: Sr. V.P. Marketing ------------------------- -------------------------- Date: August 21, 1996 Date: August 7, 1996 -------------------------- --------------------------- 16 Equal Opportunities During the performance of its obligations under this Contract, Seller agrees as follows: 1. Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Seller will take affirmative action to ensure that applicants are employed, and that employees are treated, during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited, to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Seller agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 2. Seller will, in all solicitations or advertisements for employees placed by or on behalf of Seller, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. 3. Seller will include the provisions of subparagraphs 1 and 2 in every subcontract or purchase order relating to the work so that such provisions will be binding upon each subcontractor or vendor. EX-10.2 3 URANIUM CONCENTRATES SALES AGREEMENT 8/28/96 1 EXHIBIT 10.2 URANIUM CONCENTRATES SALES AGREEMENT THIS AGREEMENT is made this 28th day of August, 1996 by and between: URANIUM RESOURCES, INC., a corporation established and existing under the laws of the State of Delaware and having principal offices at 12750 Merit Drive, Suite 1020, LB 12, Dallas, Texas 75251 (herein referred to as "Seller"), and Georgia Power Company, a corporation established and existing under the laws of the State of Georgia with its principal offices in Atlanta, Georgia (hereinafter referred to as "Buyer"), acting for itself and as agent for Oglethorpe Power Corporation, Municipal Electric Authority of Georgia, and City of Dalton, Georgia (herein referred to as "Co-Owners"). WHEREAS, Buyer and the Co-Owners own the Edwin I. Hatch Nuclear Plant ("Plant Hatch") and the Alvin W. Vogtle Electric Generating Plant ("Plant Vogtle"), and Buyer is licensed to operate Plants Hatch and Vogtle and, on behalf of the Co-Owners, is authorized to contract for the operational needs of said plants; and WHEREAS, Buyer, in its contracting for said plant needs, is the holder of a grandfathered, "eligible contract" within the meaning of the August 1, 1996 U.S. Department of Commerce ("USDOC") notice of final decision regarding importation into the United States of natural uranium concentrates originating in the Russian Federation, Kazakstan, or Uzbekistan but enriched in a third country prior to such importation, wherein Buyer may import into the United States up to the final twenty-five percent (25%) of permitted contract volumes if such uranium is obtained in conjunction with a "matched sale" or "matched sales" of an equal amount of "newly produced" United States origin natural uranium; and 2 WHEREAS, Seller is engaged in the business of selling and has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, certain quantities of "newly produced" United States origin natural uranium concentrates conforming to dictates of the August 1, 1996 USDOC final decision and in accordance with the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the premises above recited and the mutual promises herein contained, Buyer and Seller hereby agree as follows: ARTICLE 1: DEFINITIONS When any one of the following terms is used in this Agreement, wherein the first letter is written with a capital letter, then that term shall have the following definition. Words importing persons include corporations, and words importing only the singular include the plural and vice versa when the context requires. (a) "Book Transfer" shall mean the transfer of Concentrates on the records of the Converter from the account of Seller to the account of Buyer, after the Concentrates have met the Specifications of the Converter; (b) "Concentrates" shall mean concentrates containing natural uranium in the form of triuranium octoxide (U(3)0(2)) which has been neither enriched nor depleted and which has a concentration of the isotope U-235 of 0.711 (nominal) weight percent; (c) "(this) Agreement" shall mean this instrument as a whole, including any appendices or exhibits hereto, as the same may be amended from time to time. The expressions "herein", "hereto", "hereunder", "hereof" and similar expressions refer to this 2 3 Agreement as so defined and to any relevant article, section, subsection or other subdivision so designated; (d) "Converter" shall mean the operator of the uranium conversion facility or the conversion facility itself of Allied-Signal Corporation at Metropolis, Illinois, USA, or another North American conversion operator or facility mutually acceptable to both Seller or Buyer; (e) "Delivery Date" shall mean a calendar day on which Concentrates are to be delivered by Seller to Buyer in accordance with this Agreement; (f) "Delivery Quantity" shall mean the amount of Concentrates, in pounds U(2)O(3), which is to be delivered by Seller to Buyer in accordance with this Agreement; (g) "Nuclear Unit" shall mean the E.I. Hatch Nuclear Plant, Unit 1 or Unit 2, or the Vogtle Electric Generating Plant, Unit 1 or Unit 2; (h) "Origin" shall mean the country or nation in which the Concentrates delivered by Seller to Buyer are mined and milled, including by the insitu process, and more specifically in this Agreement, the United States; (i) "Party" or "Parties" shall mean Seller or Buyer or both, as the context may require; (j) "Purchase Price" shall have the meaning attributed to that term in Article 4; (k) "Specifications" shall mean the Converter's standard specifications in effect at the time of delivery of Concentrates under this Agreement which establishes the acceptability of U(2)O(3) for conversion to UF(6) without penalty or surcharge; (l) "Suspension Agreement(s)" shall mean that agreement(s) dated October 16, 1992, as amended, by and between the U.S. Department of Commerce and certain republics 3 4 of the Commonwealth of Independent States (namely, Kazakstan, Kyrgyzstan, Uzbekistan, and the Russian Federation) suspending the Antidumping Investigation on uranium imports into the United States from such republics; (m) "Russian Suspension Agreement Amendment" shall mean that agreement dated March 11, 1994 by and between the U.S. Department of Commerce and the Russian Federation amending the Russian Federation's Suspension Agreement to allow imports into the United States of Russian origin uranium on a matching basis with newly produced United States origin uranium and shall include the U.S. Department of Commerce Statement of Administrative Intent, dated June 17, 1994, and Second Statement of Administrative Intent, dated July 19, 1994; (n) "Term" shall mean the period from the execution of this Agreement through and including December 31, 1999; (o) "U-235" shall mean the isotope of uranium with the atomic weight 235; and (p) "U(3)O(8)" shall mean natural uranium containing at least 0.711 (nominal) weight percent U-235 as contained in concentrates as expressed in triuranium octoxide. ARTICLE 2: QUANTITIES AND ORIGINS 2.1 Subject to the other provisions of this Agreement and unless otherwise agreed by the Parties during the Term of this Agreement, Seller shall sell and deliver to Buyer and Buyer shall purchase and receive from Seller during the Term of this Agreement the quantities of Concentrates to be delivered, in accordance with Article 3 hereof, upon the Delivery Dates as indicated below: 4 5 Quantity Delivery Dates pounds U(3)O(2) --------------------- ----------------------- March 31, 1997 110,000 September 30, 1997 110,000 March 31, 1998 248,658 September 30, 1998 107,900 ------- Agreement Total: 576,558 2.2 The Concentrates delivered by Seller to Buyer under this Agreement shall be of United States Origin and shall qualify as "newly produced" (i.e. after March 11, 1994) uranium in accordance with the "matched sales" of United States and Russian Origin Concentrates pursuant to terms of the Russian Suspension Agreement Amendment. ARTICLE 3: DELIVERY, ACCEPTANCE, TITLE AND RISK OF LOSS 3.1 Unless otherwise agreed by the Parties, Seller shall deliver Concentrates to Buyer under this Agreement by Book Transfer at the Converter on the Delivery Dates set forth in Article 2.1. Delivery of Concentrates shall be effected when Buyer's account is credited with the Concentrates by the Converter. Seller shall request the Converter to provide written notification to Buyer following each delivery of Concentrates, verifying the actual quantity, the actual date of delivery, and the Origin of the Concentrates delivered. Seller shall be responsible for all fees 5 6 and charges assessed by the Converter as a result of Seller's failure to make timely delivery of Concentrates hereunder, unless such failure is excused pursuant to Article 7 hereof. 3.2 Concentrates delivered by Seller to Buyer hereunder shall meet the Converter's Specifications for uranium concentrates in effect as of the Delivery Date of such Concentrates. Seller shall be responsible for all fees, charges and surcharges assessed by the Converter as a result of Seller's failure to make delivery of Concentrates which conform to such Specifications. The Parties agree that conformance of the Concentrates to the Converter's Specifications shall be determined by the Converter. 3.3 Title to and risk of loss of or damage to Concentrates which conform to the Converter's Specifications shall pass from Seller to Buyer at the time of Book Transfer of such Concentrates in accordance with Article 3.1 hereof. ARTICLE 4: PRICE AND PAYMENT 4.1 As consideration for the Concentrates which Seller sells and delivers to Buyer under the terms and conditions of this Agreement, Buyer shall pay to Seller for each pound U(3)O(8) of such Concentrates a Purchase Price of [ ] (hereinafter "Purchase Price"). The Purchase Price set forth in the preceding sentence is expressed in U.S. Dollars as of March 31, 1996 and shall be adjusted, from the first calendar quarter of 1996 to and including the calendar quarter that is two (2) calendar quarters immediately prior to the calendar quarter in which delivery occurs hereunder, by use of the following formula: 6 7 PP(D) = PP(S) (C2/C1) where: PP(D) = Purchase Price at the time of delivery; PP(S) = Purchase Price as expressly set forth above [ ]; C1 = Implicit Price Deflator for Gross Domestic Product (hereinafter "IPD") published monthly by the U.S. Department of Commerce, Bureau of Economics for the first calendar quarter of 1996 (this is the base period); C2 = Implicit Price Deflator for Gross Domestic Product (IPD) published monthly by the U.S. Department of Commerce, Bureau of Economics for the calendar quarter that is two calendar quarters immediately prior to the calendar quarter in which delivery occurs. The PP(D) shall be determined using the first published values for the C1 and C2 available at the time of delivery hereunder, and no recomputation of the PP(D) shall be made as a result of any subsequent revision of such value. If the method for computing the IPD is modified from that existing as of the date of this Agreement or if the U.S. Department of Commerce, Bureau of Economics (hereinafter "Bureau") or any successor U.S. Agency ceases to publish the IPD, and if the Bureau or any such agency states that the index as so modified or another index then being published by the Bureau or such agency is substantially equivalent to the IPD, then such index shall be the replacement index for purposes of determining the Purchase Price for deliveries made subsequent to such modification or cessation. If, however, the IPD is rebased after the date of this Agreement, such rebasing shall not be deemed a modification requiring a replacement index for purposes of determining the Purchase Price for deliveries made subsequent to such 7 8 rebasing. In the event the Bureau or any such agency does not state that the modified index then being published by the Bureau or such agency is substantially equivalent to the IPD, then, within thirty (30) days after one Party notifies the other Party of such modification or cessation of publication, the Parties shall agree upon a replacement index for purposes of determining the Purchase Price for deliveries made subsequent to such modification or cessation and as to which no Purchase Price has been determined under this Agreement. Any replacement index shall, to the greatest extent practicable, be substantially equivalent to the IPD. 4.2 All costs in connection with the delivery of Concentrates to Buyer under this Agreement, including, without limitation, all logistical, packaging, insurance, transporting, handling, weighing, sampling, assaying, and administrative costs shall be paid by Seller. 4.3 The total amount due Seller by Buyer hereunder shall be (1) the product of the Purchase Price as determined pursuant to this Article 4 multiplied by the number of pounds U(3)O(8) of Concentrates delivered to Buyer in accordance with Article 3 hereof, less (2) any fees, charges and surcharges assessed by the Converter and not paid by Seller as a result of Seller's failure to make timely delivery of conforming Concentrates in accordance with Articles 3.1 or 3.2 hereof. Seller shall provide Buyer with an invoice containing payment instructions prior to or coincident with Seller's delivery of Concentrates. Such invoice, addressed to Buyer, should be sent to Southern Nuclear Operating Company, Inc., as agent for Buyer, in accordance with the provisions of Article 12 hereof. Buyer shall make payment of the amount 8 9 due Seller by electronic funds transfer to a bank account as designated by Seller in Seller's invoice no later than thirty (30) days after the last to occur of the following: (1) the Delivery Date; or (2) receipt by Buyer of Seller's invoice. Receipt by Buyer of written confirmation from the Converter stating that the appropriate quantity of conforming Concentrates has been transferred to the account of Buyer and the date of such transfer shall be a condition precedent to Buyer's payment of Seller's invoice. ARTICLE 5: TAXES, DUTIES, AND TARIFFS Seller shall be responsible for all taxes, custom duties, tariffs, assessments and other fees and charges (hereinafter "governmental assessments") levied or imposed by any foreign, federal, state, local or other governmental authority in connection with the mining, processing, transport, delivery, sale, import, export, possession, ownership or use of the Concentrates prior to or coincident with Seller's sale and Book Transfer of the Concentrates to Buyer hereunder, including, without limitation, all such governmental assessments levied as a result of the Origin of the Concentrates. Buyer shall be responsible for all governmental assessments levied or imposed by any foreign, federal, state, local or other governmental authority in connection with the processing (including, without limitation, conversion, enrichment and fabrication), transport, delivery, sale, import, export, possession, ownership or use of the Concentrates subsequent to Seller's sale and Book Transfer of the Concentrates to Buyer hereunder, including any sale and other taxes imposed on the sale and transfer of title to such Concentrates to Buyer. 9 10 ARTICLE 6: LICENSES AND PERMITS 6.1 Seller shall obtain or cause to be obtained any and all licenses, permits and other authorizations that may be lawfully required by any agency of any government in order that Seller, or any party on its behalf, can legally sell and Book Transfer to Buyer the Concentrates subject to sale to Buyer hereunder and, upon Buyer's request, shall furnish to Buyer proof of such licenses, permits and other authorizations. 6.2 Buyer shall obtain or cause to be obtained any and all licenses, permits and other authorizations that may be lawfully required by any agency of any government in order that Buyer, or any party on its behalf, can legally purchase and accept Book Transfer from Seller of the Concentrates subject to sale to Buyer hereunder and, upon Seller's request, shall furnish to Seller proof of such licenses, permits and other authorizations. ARTICLE 7: FORCE MAJEURE 7.1 Neither Party shall be responsible for or liable to the other Party for any delay in or failure of Seller to deliver of Buyer to accept Concentrates hereunder where such delay or failure is due to any event beyond the reasonable control of the party whose performance is affected by the event, such as the following events if beyond the reasonable control of the Party claiming force majeure; accident; fire; explosion; flood; Act of God; war; foreign war; riot; rebellion; revolution; blockade; strike; lockout or other labor dispute; requirement, regulation, restriction or other 10 11 act or failure to act of any government or governments, whether legal or otherwise; act of public enemies; impossibility of securing or delay in securing fuel supplies, or electric power, necessary for operation of mines and plants where the Concentrates will be produced; damage to or destruction of such mines or plants; delays or interruptions in transportation by rail, water, or otherwise. An outage or shutdown of any of the Nuclear Units shall be deemed an event of force majeure hereunder, if such outage or shutdown extends, or is reasonably anticipated to extend, for a period of 180 days or more, in the aggregate, during any 365 day period. Except for failure of performance by a third party due to an event of force majeure under such third party's agreement with Seller or Buyer, any failure by any third party to comply with Seller's or Buyer's instructions or any breach of an agreement between such third party and Seller or Buyer shall not constitute force majeure and shall not excuse or mitigate any failure by Seller or Buyer to perform under this Agreement. The Party claiming force majeure hereunder shall promptly notify the other Party within three (3) business days of the circumstances of such force majeure event, shall advise the other Party, if and when known, of the likely duration of the force majeure event, shall use all reasonable diligence to remedy the force majeure event, or to avoid or minimize the consequences of suspending performance of the obligation affected by the force majeure event, provided that nothing herein shall require such Party to settle strike or other labor disputes contrary to its interest, and shall continue with its obligations after the force majeure event has ceased to exist. Except as otherwise provided in Article 7.2 hereof, performance of the obligation 11 12 affected by the force majeure event shall be deemed suspended so long as such force majeure event continues to prevent or delay performance. If a force majeure event partially prevents or delays the delivery or acceptance of Concentrates hereunder, the obligation of the Parties to deliver and accept Concentrates shall be suspended proportionately during the duration of the force majeure event, and the Parties shall remain obligated to deliver and accept that portion of Concentrates that is not affected by such force majeure event. 7.2 If any event(s) of force majeure prevents or delays the delivery or acceptance, or is reasonably anticipated to prevent or delay the delivery or acceptance, of a Delivery Quantity for a period in excess of sixty (60) days beyond the Delivery Date, the Party not claiming force majeure may elect, in its sole discretion, to terminate such Delivery Quantity and have such quantity of Concentrates removed from the delivery and purchase obligations of this Agreement. If one or more events of force majeure continue, or are reasonably anticipated to continue, for a period of 180 days, in the aggregate, during any twelve (12) month period, either Party may elect, in its sole discretion and upon thirty (30) days written notice to the other Party, to terminate this Agreement with respect to the balance of the quantities of Concentrates which have not been delivered hereunder, or any portion thereof. If a force majeure event suspends delivery and acceptance obligations for a Delivery Quantity of Concentrates, or any portion thereof, and the Party not claiming force majeure does not elect to terminate the delivery of such Concentrates or terminate this Agreement pursuant to this Article 7.2, the Parties 12 13 shall make mutually acceptable, reasonable arrangements, including any reasonable extension of the Term of this Agreement, for the delivery of such quantity of Concentrates after the cessation of the force majeure event. No termination pursuant to this Article 7.2 shall affect the obligations and liabilities of the Parties under this Agreement with respect to previously delivered Concentrates or the balance of the quantities of undelivered Concentrates which were not terminated. ARTICLE 8: WARRANTIES 8.1 Seller represents and warrants to Buyer that (1) Seller has the right and is duly authorized to enter into and perform, and will perform, this Agreement in accordance with its terms and conditions, (2) Seller will transfer to Buyer good and marketable title to all Concentrates delivered or transferred to Buyer under this Agreement and that such title will be free of all claims, liens, charges and encumbrances whatsoever, (3) all concentrates delivered or transferred to Buyer under this Agreement will meet the Converter's Specifications for commercial, natural uranium concentrates in effect as of the Delivery Date, and (4) the Concentrates to be delivered or transferred under this Agreement will not have been obtained in any manner or through any transaction that would violate United States laws or regulations or have been used in or resulted from any type or transaction which would circumvent any of the Suspension Agreement as amended. In the event that any Concentrates delivered under this Agreement fail to conform to the above warranties, Seller shall, at its own expense and within thirty (30) days after receipt of written notice of such nonconformance, replace all 13 14 nonconforming Concentrates by delivering to the Converter an equal quantity of conforming Concentrates, and shall be responsible for removal from the Converter of the nonconforming Concentrates; provided however, that if Concentrates delivered hereunder fail to meet the Converter's Specifications and if permitted by the Converter in lieu of replacement of Concentrates, Seller may pay the applicable fees, charges and surcharges assessed by the Converter, as a result of the nonconformance, in order to have the Concentrates accepted for conversion. The Parties agree that conformance of the Concentrates to the Converter's Specifications shall be determined by the Converter. 8.2 Seller represents and warrants to Buyer that the delivery and sale of Concentrates in connection with this Agreement shall comply with the Russian Suspension Agreement Amendment, including, without limitation, that the United States Origin Concentrates delivered hereunder are "newly produced" within the meaning of the Russian Suspension Agreement Amendment. THE WARRANTIES SET FORTH IN THIS ARTICLE 8 (WARRANTIES) ARE EXCLUSIVE, AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL OR IMPLIED (INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY) SHALL APPLY. ARTICLE 9: CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY In no event shall either Party be liable to the other Party for any indirect, incidental, special or consequential damages of any nature, including, but not limited to, 14 15 loss of profits, loss of use of uranium or revenue, purchase of replacement power, expenses involving cost of capital, or claims of customers, whether such damages are a result of breach of this Agreement or otherwise; provided however, that fees, charges and surcharges assessed by the Converter as a result of Seller's failure to make timely delivery of conforming Concentrates in accordance with Articles 3.1 or 3.2 shall be paid by Seller. In no event shall either Party's total liability to the other Party for claims of any kind arising out of or connected with or resulting from this Agreement, including any action arising in tort, contract, or negligence, exceed the Purchase Price times the number of pounds of Concentrates to be delivered by Seller to Buyer hereunder as of the date of execution of this Agreement. ARTICLE 10: APPLICABLE LAW; ARBITRATION This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Georgia and applicable United States federal law, including, without limitation, the Federal Arbitration Act, 9 U.S.C. p 1 et. seq. (the "FAA"). Any disputes, claims, or controversies arising out of or relating to the validity, interpretation, performance, or breach of this Agreement shall be finally settled through arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"); provided, however, that should such Rules conflict with the provisions hereof, the provisions of this Agreement shall govern. Either Party shall have the right to request arbitration by giving written notice to the other Party and to any regional office of the American Arbitration Association. Three (3) arbitrators shall be appointed by the American Arbitration Association in accordance 15 16 with the Rules. The decision of the majority of the three arbitrators shall be final and binding on the Parties as to such matters that are submitted to and determined by them, and judgment upon the decision rendered by the arbitrators may be entered in any court having jurisdiction thereof. The site of any arbitration proceeding shall be Atlanta, Georgia and the cost of the arbitration shall be shared equally by the Parties unless the arbitrators decide otherwise. All statutes of limitations which would otherwise be applicable to an action brought by a Party in court shall be applicable in any such arbitration proceeding, and initiation of an arbitration proceeding under this Agreement shall be deemed the commencement of an action for such purposes. The Parties acknowledge that the subject of this Agreement is a transaction involving interstate commerce, and that the enforceability of this Article 10 is governed by the FAA. This provision is a material term of the Parties' agreement and the failure of either Party to comply with this provision will release the Party not in default under this provision, at its option, from its future obligations under the Agreement, notwithstanding any claim that this provision is not specifically enforceable under the laws of the State of Georgia. By executing this Agreement, the Parties waive their respective right to trial by jury of disputes, claims or controversies arising out of or relating to the validity, interpretation, performance or breach of this Agreement. ARTICLE 11: CONFIDENTIALITY The terms of this Agreement and all data and information coming into possession of either Party by virtue of this Agreement shall be deemed to be confidential and each Party will use reasonable efforts to avoid disclosure to any third party (other than to 16 17 Seller's, Buyer's or their agents' employees, accountants, attorneys, affiliates or Co-Owners, government authorities having appropriate jurisdiction, and other parties where required by law or regulation, in which event consent of the other Party shall not be required) without the prior written consent of the other Party, in which event consent of the other Party shall not be unreasonably withheld. However, either Party may disclose all or part of this Agreement on a confidential basis without such consent to investors or financial institutions if such disclosure is for the purpose of financing the transaction encompassed in this Agreement or other company operations. Either Party compelled by a court or regulatory agency to disclose such data or information or any part of this Agreement shall so notify the other Party in writing at the earliest possible time and shall use reasonable efforts to limit such disclosure to the narrowest possible group. Notwithstanding the foregoing each Party retains the right to disclose information regarding this Agreement to governmental authorities having jurisdiction, including, without limitation, the USDOC for the purposes of confirming this Agreement as part of a matching transaction as set forth in Article 14 hereof. ARTICLE 12: NOTICES All notices, invoices or other communications required or which may be given hereunder shall be addressed and forwarded as follows: If to Buyer: Southern Nuclear Operating Company, Inc. (Agent for Georgia Power Company) P.O. Box 1295 (General Mailing) Birmingham, AL 35201-1295 or 17 18 42 Inverness Center Parkway (Express Delivery) Birmingham, AL 35242 Attn: Manager, Nuclear Fuel Services Phone : 205/992-7350 Fax : 205/992-5536 If to Seller: Uranium Resources, Inc. 12750 Merit Drive Suite 1020, LB12 Dallas, Texas 75251 Attn: Vice President-Marketing Phone: 214/387-7777 Fax: 214/387-7779 Any notice, invoice or other communication hereunder shall be deemed to have been properly given if in writing and personally delivered, sent by courier service, sent by United States mail, or transmitted by facsimile (telecopier) if confirmed promptly by one of the foregoing methods, and shall be deemed to have been given on the date of receipt. All invoices submitted by Seller to Buyer hereunder should be addressed to Georgia Power Company and sent to Southern Nuclear Operating Company, Inc. in accordance with Buyer's address as set forth herein. Either Party may, at any time, by written notice to the other Party given as aforesaid, change its address to which notices and other communications directed to it shall be sent thereafter. 18 19 ARTICLE 13: ASSIGNMENT This Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided that (i) either Party may, without such consent, assign this Agreement and its rights or obligations hereunder to a subsidiary, affiliate, trust, bank, or financial institution for the purposes of, or in connection with, the securing of financing related to this transaction, and (ii) Buyer may, without such consent, assign this Agreement to any direct or indirect subsidiary of The Southern Company or assign this Agreement, in whole or in part, to any entity which may be or become a joint owner with Buyer of any nuclear facility. Notice to the non-assigning Party of any such assignment pursuant to the foregoing shall be given promptly by the assigning Party. In no event shall any such assignment be construed as a novation or discharge of the assigning Party's obligations hereunder. Except as so provided, any purported assignment hereof shall be null and void. ARTICLE 14: COMPLIANCE WITH THE SUSPENSION AGREEMENT Buyer and Seller agree that this Agreement shall not become effective until confirmed by the USDOC as a matched sale transaction to which Buyer is entitled in accordance with the August 1, 1996 USDOC final decision regarding importation of uranium of Russian Federation, Kazakstan, and Uzbekistan Origin. If such confirmation is not obtained by September 30, 1996, this Agreement shall be null and void. Buyer shall submit this Agreement to the USDOC for confirmation within five (5) days after the date of this Agreement and shall use its best efforts to obtain such confirmation, including, without limitation, submittal of all information, certifications and documentation required by the 19 20 USDOC for such certification. Seller shall furnish to the USDOC any certification required of Seller and shall reasonably cooperate with Buyer in supplying other information, or necessary documentation within Seller's possession, which may be required by the USDOC for the confirmation of this Agreement. ARTICLE 15: FOREIGN CORRUPT PRACTICES ACT Seller acknowledges that because Buyer is subject to the provisions of United States Public Law 95-213, the Foreign Corrupt Practices Act of 1977 and any amendments thereto ("FCPA"), Seller agrees to meet and comply with the standards of conduct required thereby. Seller specifically understands and agrees that Seller shall not make any offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value, to any foreign official, any foreign political party or official thereof or any candidate for foreign political office, or any other person that is contrary to the prohibitions set forth in the FCPA, including, without limitation, Sections 78dd-1(a) or 78dd-2(a) thereof ("Improper Payments"). Seller hereby further represents and warrants that within the meaning of the FCPA: (a) neither Seller, nor any other person affiliated with Seller's business or any representative or agent of Seller, is a foreign official or official of a foreign political party, or a candidate for foreign political office, or a person who will offer all or a portion of the consideration received by Seller to any foreign official, foreign political party or official thereof, or to any candidate for foreign political office, and (b) that the consideration, or any portion thereof, paid by Buyer to Seller, pursuant to this Agreement or otherwise, constitutes consideration only for property or services rendered and is not given, directly or indirectly, through such 20 21 party or any person interested in such party, to influence any act or decision of a foreign official in his official capacity or to induce such foreign official to use his or her influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality in order to assist Buyer in obtaining or retaining business. In the event that Seller is found to have made any Improper Payment or otherwise violated the provisions of this Article 15, then in addition to other rights and remedies available to Buyer hereunder and under applicable law, Buyer shall have the right to recover from Seller or withhold any consideration due to Seller under this Agreement or any agreement entered into pursuant hereto (i) the amount or value of the Improper Payment, and (ii) any fines, expenses or attorneys' fees incurred by Buyer in connection with the Improper Payment or violation hereof. ARTICLE 16: AGENT Southern Nuclear Operating Company, Inc., a Delaware corporation, is hereby designated by Buyer as agent for Buyer to act for and on behalf of Buyer for the purposes of giving or receiving any notice, demand, or request required or authorized by this Agreement, and for such other administrative purposes as may be designated by Buyer. Buyer may designate a new agent by giving Seller thirty (30) days' notice of intention to do so, and in that event, the authority of Southern Nuclear Operating Company, Inc., as agent for Buyer, shall cease and the newly designated agent shall be substituted therefor. ARTICLE 17: BENEFITED PARTIES Buyer has the right and obligation to construct, operate, and maintain, on behalf of itself and the Co-Owners, the E. I. Hatch Nuclear Plant and the Vogtle Electric Generating 21 22 Plant and has the right to enter into agreements for exercising such right and performing such obligations. As their interests appear, each and every right, benefit, and remedy accruing to Buyer likewise accrues to the Co-Owners and to the Southern Company including, but not limited to, the right to enforce this Agreement in their own name or names, provided, however that the foregoing shall not be construed as providing rights, benefits, or remedies to the Co-Owners or The Southern Company which when combined with those of Buyer exceed the rights of Buyer under this Agreement. Notwithstanding the foregoing, Buyer shall be responsible for all compensation to be paid to Seller hereunder, and Seller shall submit its invoices to Buyer for payment. ARTICLE 18: ENTIRE AGREEMENT This Agreement contains the entire agreement between the Parties and supersedes all other prior negotiations, undertakings, notes, memoranda, and agreements, whether written or oral, concerning the subject matter hereof. ARTICLE 19: WAIVER No waiver, alteration, amendment, or modification of this Agreement or other covenant, condition or limitation herein contained is valid unless in writing and duly executed by each of the Parties hereto. Furthermore, no evidence of any waiver, alteration, amendment or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the Parties arising out of or affecting this Agreement, or the rights or obligations of any Party hereunder, unless such waiver, alteration, amendment or modification is in writing, and duly executed by the Parties. Further, the provisions of this Article 19 may not be waived except as herein set forth. 22 23 ARTICLE 20: MISCELLANEOUS 20.1 If any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions and other applications thereof shall not in any way be affected or impaired. 20.2 The provisions of this Agreement which by their nature survive acceptance, performance, and termination or expiration of Concentrates deliveries hereunder, including, without limitation, the provisions concerning payment, warranties and other remedies, and confidentiality shall remain in full force and in effect following termination or expiration of this Agreement. 20.3 Subject to the provisions of Article 13, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns. 20.4 The captions and headings appearing in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement or any provision hereof. 20.5 This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 23 24 IN WITNESS WHEREOF, the Parties have duly executed this Agreement by their authorized representatives, respectively, as of the day and year first set forth above. GEORGIA POWER COMPANY URANIUM RESOURCES, INC. /s/ W. G. HAIRSTON, III /s/ JOE H. CARD - -------------------------------- ------------------------------ Signature Signature W. G. Hairston, III Joe H. Card - -------------------------------- ------------------------------ Name Name Executive Vice President-Nuclear Sr. V.P., Marketing - -------------------------------- ------------------------------ Title Title August 29, 1996 August 26, 1996 - -------------------------------- ------------------------------ Date Date 24 -----END PRIVACY-ENHANCED MESSAGE-----