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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
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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
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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.
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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)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
10.1. Uranium Concentrates Sales Agreement dated August 21, 1996.*
10.2. Uranium Concentrates Sales Agreement dated August 28, 1996.*
</TABLE>
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* Certain provisions have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.
E-1
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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.
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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;
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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;
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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
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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.
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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
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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.
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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.
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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
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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
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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:
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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.
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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
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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.
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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
-------------------------- ---------------------------
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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.
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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
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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
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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
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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:
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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
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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:
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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
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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
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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.
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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
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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
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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
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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
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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,
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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
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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
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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
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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.
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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
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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
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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
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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.
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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.
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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
