TO
PALLADIUM AND PLATINUM SALES AGREEMENT
THIS FIRST AMENDMENT AGREEMENT (this "Amendment"), is made and
entered into as of April 1, 2001, by and between STILLWATER MINING COMPANY, a
Delaware corporation, whose address is 1200 17th Street, Suite 900, Denver,
Colorado ("SMC") and MITSUBISHI CORPORATION, a Japanese corporation, whose
address is 6-3, Marunouchi 2-chome, Chiyoda-ku Tokyo 100-8086 Japan ("MC") and
MITSUBISHI INTERNATIONAL CORPORATION, a New York corporation, whose address is
520 Madison Avenue, New York, New York 10022-4223 ("MIC").
SMC and MC are parties to a Palladium and Platinum Sales
Agreement dated as of August 27, 1998 (the "Original Contract," and, as the same
may be amended from time to time, the "Agreement"). SMC and MC desire to amend
the Agreement to substitute MIC for MC as a party thereto, to expand the scope
of the Agreement to include Rhodium and to make certain other changes to the
Agreement.
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,
effective as of April 1, 2001, upon satisfaction of the conditions set forth in
Section 3:
(i) The title of the Agreement shall be amended by
deleting the phrase, "PALLADIUM AND PLATINUM SALES AGREEMENT" in the
title line and in the first line of the Agreement and by substituting
the phrase, "PALLADIUM, PLATINUM AND RHODIUM SALES AGREEMENT" therefor.
(ii) The RECITAL shall be amended by deleting it in
its entirety and by substituting the following therefor:
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"RECITAL
WHEREAS, MIC and SMC are interested in entering into
an arrangement by this Agreement whereby SMC will supply MIC
certain agreed upon amounts of palladium sponge, .9995 purity,
platinum sponge, .9995 purity and rhodium sponge, .999 purity;
and
WHEREAS, MIC will be purchasing palladium, platinum
and rhodium for purposes of reselling such palladium, platinum
and rhodium exclusively to Mitsubishi Motor Corporation, a
Japanese corporation ("MMC"), Netherland Car B.V., a Dutch
corporation ("Ned Car") and Mitsubishi Motor Manufacturing of
America, a Delaware corporation ("MMMA" and collectively with
Ned Car and MMC, the "MMC Group Companies"), for use by the
MMC Group Companies in the manufacture of automobiles
worldwide;"
(iii) The paragraph entitled AGREEMENT shall be
amended by deleting it in its entirety and by substituting the
following therefor:
"AGREEMENT
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
SMC hereby agrees to sell and deliver and MIC hereby agrees to
purchase palladium, platinum and rhodium of the quantity and
quality hereinafter set forth, upon the following terms and
conditions:"
(iv) The definition of "Actual Monthly Production" in
Section 1 of the Agreement shall be amended by deleting it in its
entirety and by substituting the following therefor:
"Actual Monthly Production means the actual amount of
refined, mined Palladium, Platinum or Rhodium (as applicable)
out-turned by SMC or on behalf of SMC by a third party
refinery during any one calendar month."
(v) The definition of "Confidentiality Agreement" in
Section 1 of the Agreement shall be amended by deleting it in its
entirety and by substituting the following therefor:
"Confidentiality Agreement means that certain
Confidentiality Agreement, dated as of a date current with the
Original Contract and extended as of the date of the First
Amendment Agreement to the Original Contract, by and between
SMC and MIC."
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(vi) The definition of "Destination" in Section 1 of
the Agreement shall be amended by deleting it in its entirety and by
substituting the following therefor:
"Destination means to the account of MIC at JM USA on
the last Business Day of the Pricing Month."
(vii) Section 1 of the Agreement shall be amended by
inserting after the definition of "Estimated Annual Production" and
before the definition of "Metal" a definition of [***] which shall read
as follows:
[***]
(viii) The definition of "Metal" in Section 1 of the
Agreement shall be amended by deleting it in its entirety and by
substituting the following therefor:
"Metal means the Palladium, Platinum or Rhodium to be
sold under this Agreement, the brand of which is Union
Miniere, JM USA, Impala, Engelhard, INCO, Falconbridge or
Heraeus, PGP or such other brand as the parties may agree."
(ix) Section 1 of the Agreement shall be amended by
inserting after the definition of [***] and before the definition of
"Ounce" a definition of [***] which read as follows:
[***]
(x) Section 1 of the Agreement shall be amended by
inserting after the definition of "Pricing Month" and before the
definition of [***] a definition of "Rhodium" which shall read as
follows:
"Rhodium means refined rhodium in sponge form with
.999 minimum purity."
(xi) Section 2 of the Agreement shall be amended by
deleting the first sentence thereof in its entirety and by substituting
the following therefor:
"Section 2. Term. The time period over which delivery
shall occur under this Agreement shall be from January 1,
1999, through and including December 31, 2006, unless
otherwise extended or terminated pursuant to this Agreement."
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{PAGE} 4
(xii) Section 3 of the Agreement shall be amended by
deleting the first sentence thereof in its entirety and by substituting
the following therefor:
"Section 3. Quantity and Delivery. Beginning on April
1, 2001, SMC will sell and deliver Metal FOB the Destination,
and MIC will purchase the quantities of Metal set forth in
this Section 3, which shall be released to the Destination on
the last Business Day of the Pricing Month. At least three (3)
Business Days prior to such last Business Day of the Pricing
Month, SMC shall notify JM USA that JM USA is to ship such
Metal to Narita Airport, Japan on such last Business Day of
the Pricing Month, and SMC shall pay JM USA for the cost of
such shipping, including insurance thereon (with MIC indicated
as the loss payee on such insurance policies)."
(xiii) Section 3 of the Agreement shall be amended by
deleting subsection (a) thereof in its entirety and by substituting the
following therefor:
"(a) Metal.
(i) Palladium. During the Contract Years 1999,
2000 and 2001, SMC will sell and deliver and MIC will
purchase on a monthly basis [***] of Actual Monthly
Production. During the Contract Years 2002 and 2003, SMC
will sell and deliver and MIC will purchase on [***] During
the Contract Years 2004, 2005 and 2006, SMC will sell and