FIRST AMENDMENT AGREEMENT
TO
PALLADIUM AND RHODIUM SALES AGREEMENT
This FIRST
AMENDMENT AGREEMENT TO PALLADIUM AND RHODIUM SALES AGREEMENT (this
“Amendment”) is made and entered into as of this 9th
day of December, 2008, by and between STILLWATER MINING COMPANY, a
Delaware corporation, whose address is 1321 Discovery Drive,
Billings, Montana 59102 (“SMC”), and GENERAL MOTORS
CORPORATION, a Delaware corporation, with a place of business at
777 Joslyn Ave., Pontiac, Michigan 48340-2925
(“GM”).
WHEREAS, SMC and
GM are parties to a Palladium and Rhodium Sales Agreement dated as
of August 8, 2007 (the “Original Contract,” and,
as the same may be amended from time to time, the
“Agreement”); and
WHEREAS, GM has
requested and SMC 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 . The Agreement shall be amended as
follows:
(i) Section 4(b)
shall be amended by amending and restating the first sentence to
read as follows:
SMC will sell
and deliver and GM will purchase ** Ounces of Rhodium each month
starting in ** and ending in **, except that (1) for
the first quarter of calendar **, the quantity will be reduced to
** Ounces of Rhodium per month; and (2) for the second, third
and fourth quarters of **, upon the request of GM to consider a
reduction in the quantity of Rhodiwn to an amount less than **
Ounces per month (which request must be made by the end of the
first month ot the previous quarter), SMC will review such request
and notify GM within five (5) business days of receipt of
GM’s request for reduction as to whether or not SMC can
accommodate such reduction in quantity, and if so, whether or not
SMC will adjust the pricing of such reduced quantity
