SECOND AMENDMENT AGREEMENT
TO
PALLADIUM AND RHODIUM SALES AGREEMENT
This SECOND
AMENDMENT AGREEMENT TO PALLADIUM AND RHODIUM SALES AGREEMENT (this
“Amendment”) is made and entered into as of this 5th
day of March, 2009, by and between STILLWATER MINING COMPANY, a
Delaware corporation, whose address is 536 E. Pike Avenue Columbus,
Montana 59019 (“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”
as amended by the First Amendment Agreement dated as of
December 9, 2008); 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; (2) for the second quarter of
calendar *** the quantity delivered will be reduced to *** Ounces
of Rhodium in April and *** (***) Ounces in May and June; and
(3) for the third and fourth quarters of ***, upon the request
of GM to consider a reduction in the quantity of Rhodium
to
Confidential
treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with “***” in place of the redacted
language. Omitted portions are filed separately with the Securities
and Exchange Commission.
