Exhibit 10.2
FOURTH AMENDMENT AGREEMENT
TO
PALLADIUM AND PLATINUM SALES AGREEMENT
THIS FOURTH AMENDMENT AGREEMENT (this "Amendment") is made and entered
into as of this 20 day of February 2003, by and between STILLWATER MINING
COMPANY, a Delaware corporation, whose address is 737 Palladium Place, Columbus,
MT 59019 ("SMC"), and FORD MOTOR COMPANY, a Delaware corporation, whose address
is 15700 Lundy Drive, Suite 203 Dearborn, Michigan ("Ford").
SMC and Ford are parties to a Palladium and Platinum Sales Agreement
dated as of August 13, 1998 (as amended by the First Amendment Agreement dated
as of October 27, 2000, and by the Second Amendment Agreement dated as of March
27, 2001, and by the Third Amendment Agreement dated as of March 13 2002, the
"Original Contract," and, as the same may be amended from time to time, 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 February 1st, 2003, upon satisfaction of the conditions set forth in
Section 3:
(i) The definition of "Pricing Month" in Section 1 of the
Agreement shall be amended by deleting it in its entirety and by substituting
then following therefor:
"Pricing Month means the month from and including the 25th of
the previous month of the delivery month up to and including the 24th of the
delivery month and means the month during which pricing is determined pursuant
to Section 4 of this Agreement."
(ii) The definition of [***] in Section 1 of the Agreement shall
be amended by deleting it in its entirety and by substituting then following
therefor:
[***]
[***]
(iii) Section 3 of the agreement shall be amended by deleting
the first paragraph thereof in its entirety and by substituting the following
therefor:
[***]
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 Ford shall have each received a signed
counterpart of this Amendment, or a facsimile copy thereof, signed by the other
party hereto.
SECTION 4. Miscellaneous.
(a) Agreement Otherwise Not Affected. Except as expressly amended
pursuant hereto, the Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects.
(b) No Reliance. Each party hereto hereby acknowledges and confirms
to the other that such party is executing this Amendment on the basis of its own
investigation and for its own reasons without reliance upon any agreement,
representations, understanding or communication by or on behalf of any other
Person.
(c) Binding Effect. This Amendment shall be binding upon, inure to
the benefit of and be enforceable by each party hereto and their respective
successors and assigns.
(d) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK UPON THE SAME
TERMS AND CONDITIONS AS THOSE SET FORTH IN SECTION 26 OF THE AGREEMENT.
(e) Complete Agreement; Amendments. This Amendment contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This
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Amendment supersedes to the extent inconsistent all prior commitments, drafts,
communications, discussions and understandings, oral or written, with respect
thereto. This Amendment may not be modified, amended or otherwise altered except
in accordance with the terms of Section 24 of the Agreement.
(f) Severability. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under
all applicable laws and regulations. If, however, any provision of this
Amendment shall be prohibited by or invalid under any such law or regulation in
any jurisdiction, it shall, as to such jurisdiction, be deemed modified to
conform to the minimum requirements of such law or regulation, or, if for any
reason it is not deemed so modified, it shall be ineffective and invalid only to
the extent of such prohibition or invalidity without affecting the remaining
provisions of this Amendment, or the validity or effectiveness of such
provisions in any other jurisdiction.
(g) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment, as of the date first above written.
STILLWATER MINING COMPANY
By: /s/ John R. Stark
Name: John R. Stark
Title: Vice President
By:
-------------------------------
Name:
Title:
FORD MOTOR COMPANY
By: /s/ Jean Mayer
Name: Jean Mayer
Title: Executive Director, Purchasing
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