Exhibit 10.3
THIRD AMENDMENT AGREEMENT
TO
PALLADIUM AND PLATINUM SALES AGREEMENT
This THIRD AMENDMENT AGREEMENT TO
PALLADIUM AND PLATINUM SALES AGREEMENT (this
“Amendment”) is made and entered into as of this 8th
day of August, 2007, by and between STILLWATER MINING COMPANY, a
Delaware corporation, whose address is 536 East Pike Avenue,
Columbus, MT 59019 (“SMC”), and GENERAL MOTORS
CORPORATION, a Delaware corporation, with a place of business at
777 Joslyn Ave., Pontiac, Michigan 48340-2925
(“GM”).
SMC and GM are parties to a Palladium
and Platinum Sales Agreement dated as of August 17, 1998 (as
amended by the First Amendment Agreement to Palladium and Platinum
Sales Agreement dated as of November 20, 2000, and by the
Second Amendment Agreement to Palladium and Platinum Sales
Agreement dated as of February 20, 2001, the “Original
Contract,” and, as the same may be amended from time to time,
the “Agreement”). SMC has requested and GM has agreed
to an amendment to the Agreement, subject to the terms and
conditions hereof.
Accordingly, the parties hereto agree
as follows:
SECTION
1. Definitions; Interpretation.
(a) Terms Defined in
Agreement . All capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned to
them in the Agreement.
(b) Interpretation .
Headings in this Amendment are for convenience of reference only
and are not part of the substance hereof.
SECTION
2. Amendments to the Agreement.
(a) Amendments .
Effective for deliveries made in August 2007, the Agreement
shall be amended as follows:
| |
(i) |
|
Section 1 shall be amended by adding the following
definition: |
Actual Mined Metal means
Palladium mined from SMC’s East Boulder Mine and/or
Stillwater Mine.
| |
(ii) |
|
Section 3(a) of the Agreement shall be amended by adding
subsection (iii) to read as follows: |
* Confidential treatment has been requested with
respect to certain portions of this exhibit. Such portions are
marked with a “***” in place of the redacted language.
Omitted portions are filed separately with the Securities and
Exchange Commission.
(b) References Within
Agreement . Each reference in the Agreement to “this
Agreement” and the words “hereof,”
“herein,” “hereunder,” or words of like
import, shall mean and be a reference to the Agreement as amended
by this Amendment.
SECTION
3. Conditions of Effectiveness . The effectiveness of
Section 2 of this Amendment shall be subject to the
satisfaction of the following condition precedent:
(a) Agreement . SMC and
GM shall have each received a signed counterpart of this Amendment,
or a
