Exhibit 10.1


MATERIAL IN THIS DOCUMENT
 HAS BEEN OMITTED PURSUANT TO A
 CONFIDENTIAL TREATMENT REQUEST


REFINING AGREEMENT


          This REFINING AGREEMENT (including any exhibits hereto, this “Agreement”) is made effective as of the 1st day of January, 2005, by and between HERAEUS METAL PROCESSING, INC., a Delaware corporation (“Heraeus”), and STILLWATER MINING COMPANY, a Delaware corporation (“SMC”).


WITNESSETH:


          WHEREAS, SMC and Heraeus previously entered into a refining agreement effective November 1, 2001 through October 31, 2004; and


          WHEREAS, SMC and Heraeus wish to enter into a new refining agreement effective January 1, 2005; 


          NOW, THEREFORE, for and in consideration of the premises and of the several and mutual agreements herein contained, value and sufficiency being hereby acknowledged, the Parties agree as follows:


1.     DEFINITIONS

	
  
 
  	
  
Throughout   this Agreement, the following terms shall mean:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.2
  	
  
Agreed Content means the concentration of a   metal found in the Filter Cake as determined in accordance with Section 12   hereof and on which the return of metals by the Heraeus to SMC and the   payment of treatment, refining and assaying charges by SMC to Heraeus shall   be based, subject to adjustment, if any, in the event the Final Assay differs   from such amount.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.3
  	
  
Available Monthly Production means the   actual amount of mined metal produced from the Stillwater Mine and the East   Boulder Mine during any one calendar month.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.4
  	
  
Business Day or Business Days means each   Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which   banking institutions in the United States are authorized or obligated by law   or executive order to close.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.5
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.6
  	
  
Date of Delivery means the date the Filter   Cake is received by Heraeus as acknowledged in accordance with   Section 6.3 hereof.
  









	
  
 
  	
  
1.7
  	
  
Day or Days means a calendar day or days.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.8
  	
  
East Boulder Mine means SMC’s mine located   32 miles southeast of Big Timber, Montana, approximately 13 miles from the   Stillwater Mine.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.9
  	
  
Facility means Heraeus’ Santa Fe Springs,   California facilities capable of treating and refining Filter Cake, or, in   the event Section 14.3 applies, other facilities belonging to Heraeus and/or   Heraeus Germany capable of treating and refining Filter Cake.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.10
  	
  
Filter Cake means materials containing   principally platinum, palladium and rhodium produced by SMC from the   Stillwater Mine, the East Boulder Mine, and Secondary Material.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.11
  	
  
Final Assay means the final determination of   the concentration of metals found in the Filter Cake as determined in   accordance with Section 12 hereof and on which a final accounting of the   return of metals by the Heraeus to SMC and the payment of treatment, refining   and assaying charges by SMC to Heraeus shall be based.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.12
  	
  
Force Majeure Event has the meaning set   forth in Section 14.1.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.13
  	
  
g means gram, i.e., 0.001 Kg.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.14
  	
  
Hereof, herein, hereto, hereunder refers to   this Agreement as a whole and not solely to a particular subdivision thereof   in which the same appear.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.15
  	
  
JM means Johnson Matthey Inc., West   Deptford, New Jersey.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
1.16
  	
  
Kg means kilogram, i.e., 1,000 g, or   32.15074 troy ounces.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.17
  	
  
Lease Rate means the average borrowing rate   for a metal as reported by a mutually acceptable merchant house that trades   in platinum group metals.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.18
  	
  
Lot means a quantity of Filter Cake   delivered to Heraeus in one shipment of approximately 150 to 400 pounds.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.19
  	
  
Market Price means, with respect to platinum   and palladium, the average Second London Fix as reported in Platt’s Metals   Week and, with respect to rhodium, the average New York Dealer   Mean as reported in Platt’s Metals Week, in each case for the period   commencing on January 1, 2005 through the date of receipt of [***].
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.20
  	
  
oz or ounce   means troy ounce, i.e., 31.1035 grams.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.21
  	
  
[***]
  




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1.22
  	
  
Party or Parties means Heraeus and SMC,   individually or collectively as the context implies, and the successors and   assigns of any Party which shall have become a Party hereto in accordance   with the terms hereof.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.23
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.24
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.25
  	
  
Return Date means the date on which Heraeus   shall make available to SMC Returnable Metals to SMC in accordance with   Section 10.3.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.26
  	
  
[***]
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.27
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.28
  	
  
Return Time means the number of days from   the date Heraeus receives the Filter Cake to the date the metal is physically   available for shipment by Heraeus or for credit to the account of SMC.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.29
  	
  
Returnable Metals means the metals contained   in the Filter Cake to be refined and returned to SMC’s account by Heraeus in   the quantities, at the purity levels and otherwise as required by   Section 10 hereof.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
1.30
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.31
  	
  
Secondary Material means any material   containing platinum group metals (collectively, platinum, palladium and   rhodium) and/or other precious metals that SMC processes.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.32
  	
  
Shipment Assay means the determination of   the concentrations of metals in the Filter Cake made by SMC prior to shipment   of the Filter Cake to the Facility.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.33
  	
  
SMC Account means the account for Returnable   Metals established with Heraeus in accordance with Section 10.4 hereof.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.34
  	
  
SMC Purchaser means any third party   purchaser of SMC’s production.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.35
  	
  
Stillwater Mine means SMC’s present mine in   Nye, Montana.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.36
  	
  
Toll Material means Secondary Material   received from a third party pursuant to a tolling arrangement or agreement   that requires SMC to process the material and to return the material after   such processing.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
1.37
  	
  
US$ means United States dollars, the lawful   currency of the United States of America.
  




3






2.     DELIVERY OF FILTER CAKE; REFINING; RETURN OF METALS

	
  
 
  	
  
2.1
  	
  
Delivery of Filter Cake
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
SMC shall   deliver to Heraeus Filter Cake in the quantities and with the composition set   forth in, and otherwise in accordance with the terms and conditions of, this   Agreement.  SMC shall deliver the   first shipment of Filter Cake to Heraeus under this Agreement commencing   January 2005.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
2.2
  	
  
Refining of Filter Cake; Return of Metals
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Pursuant to   the terms and conditions of this Agreement, Heraeus shall take delivery of   the Filter Cake provided by SMC under this Agreement, and shall treat and   refine the Filter Cake and either (i) credit Returnable Metals to the   SMC Account or to a pool account established by SMC at JM or elsewhere or   (ii) physically deliver the Returnable Metals on behalf of SMC pursuant   to written instructions from SMC and in accordance with Section 10.2   hereof.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.3
  	
  
Warranties of SMC
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
   
  	
  SMC declares   and warrants to Heraeus that the execution and delivery of this Agreement by   SMC does not conflict with the laws of the United States or with any   applicable laws and regulations, and that SMC has the absolute right and   authority to enter into and to perform this Agreement in accordance with the   terms and conditions hereof.
  
	
   
  	
   
  	
   
  
	
   
  	
  2.4
  	
  Warranties of Heraeus
  
	
   
  	
   
  	
   
  
	
   
  	
   
  	
  Heraeus   declares and warrants to SMC that the execution and delivery of this   Agreement by Heraeus does not conflict with the laws of the United States or   Germany or with any applicable laws and regulations, and that Heraeus has the   absolute right and authority to enter into and to perform this Agreement in   accordance with the terms and conditions hereof.
  





	
  
3.     TERM, TERMINATION AND EXTENSION
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.1
  	
  
Term
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
This   Agreement will remain in force and effective from January 1, 2005 through   December 31, 2008, unless extended or terminated by written agreement of the   Parties or according to the provisions of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
3.2
  	
  
Early Termination by SMC
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
SMC may   terminate this Agreement by notifying Heraeus in writing at least thirty (30)   Days in advance of the date of such termination, without payment of any   penalty or other amounts except payment of charges due in accordance with   Section 11 for processing already performed, under the following   circumstances:
  



4






	
  
 
  	
  
 
  	
  
3.2.1
  	
  
Force   Majeure.  A   condition or conditions of force majeure continue for the applicable periods   set forth in Section 14.2 hereof; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
3.2.2
  	
  
Change in   Law. An order, statute, rule, regulation, executive   order, injunction, stay, decree or restraining order shall have been enacted,   entered, promulgated or enforced by any governmental or regulatory authority   or instrumentality or court of competent jurisdiction that imposes a new tax   or charge on the transactions contemplated by this Agreement or otherwise   materially adversely affects the transactions contemplated by this Agreement,   the market conditions thereof or the economic benefits to SMC thereof; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
3.2.3
  	
  
Default by   Heraeus.    Heraeus commits an Heraeus Event of Default as specified in   Section 13.2 hereof.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
3.3
  	
  
Early Termination by Heraeus
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Heraeus may   terminate this Agreement by notifying SMC in writing at least thirty (30)   Days in advance of the date of such termination, without payment of any   penalty or other amounts, under the following circumstances:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
3.3.1
  	
  
Force   Majeure.  A   condition or conditions of force majeure continue for the applicable periods   set forth in Section 14.2 hereof; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
3.3.2
  	
  
Change in   Law. An order, statute, rule, regulation, executive   order, injunction, stay, decree or restraining order shall have been enacted,   entered, promulgated or enforced by any governmental or regulatory authority   or instrumentality or court of competent jurisdiction that imposes a new tax   or charge on the transactions contemplated by this Agreement or otherwise   materially adversely affects the transactions contemplated by this Agreement,   the market conditions thereof or the economic benefits to Heraeus thereof; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
3.3.3
  	
  
Default by   SMC.  SMC   commits an SMC Event of Default as specified in Section 13.1 hereof. 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
4.     QUANTITIES
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
SMC shall   ship to Heraeus under this Agreement, and Heraeus will treat, Filter Cake in   quantities that shall be an amount of Filter Cake which represents: [***].
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
5.     QUALITY
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.1
  	
  
Average Quality of Filter Cake
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
   
  	
  The average   composition of Filter Cake produced by SMC in 2004 is set forth on Exhibit   A.  The parties acknowledge and   agree that the composition of the Filter Cake delivered to Heraeus will vary   based on the percentage of Secondary Material contained in the Filter Cake.
  



5






	
  
 
  	
  
5.2
  	
  
Material Changes in Filter Cake   Composition
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
It is understood and agreed that the Filter Cake   shall not include any hazardous or toxic materials, nor shall it contain any   other impurities the solubility of which will materially negatively impact   the refining process, in either case of which Heraeus shall have the absolute   right to refuse to accept that particular Filter Cake for refining or (at the   sole option of Heraeus) renegotiate the financial terms of this Agreement as   they relate to the Filter Cake containing such materials or impurities.  ANY AND   ALL DIRECT COSTS AND LIABILITIES ARISING OUT OF OR RELATED TO THE FAILURE OF   SMC TO DELIVER FILTER CAKE WITHOUT SUCH MATERIALS AND IMPURITIES AS REQUIRED   IN THE PRECEDING SENTENCE SHALL BE THE SOLE AND ABSOLUTE RESPONSIBILITY OF   SMC, PROVIDED THAT SMC SHALL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE FOR   ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY HERAEUS ARISING OUT OF   ANY CLAIMED FAILURE OF SMC TO COMPLY WITH THIS
PROVISION.
  
	
  
 
  	
  
 
  	
  
 
  
	
  6.     SHIPMENT   AND DELIVERY; RECEIPT
  
	
  
 
  
	
  
 
  	
  
6.1
  	
  
Shipment to Heraeus
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Shipment shall be made at a regular rate during the   term of this Agreement.  The Filter   Cake will be shipped in Lots sealed in pails. No more than four (4) Lots may   be shipped by SMC to Heraeus at a time without the prior written or verbal   consent of Heraeus.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.2
  	
  
Delivery to Heraeus
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
Delivery shall be FOB the Facility, at which time   possession of the Filter Cake shall transfer to Heraeus.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.3
  	
  
Receipt by Heraeus
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Heraeus shall promptly notify SMC in writing when it   has received Filter Cake at the Facility. Acknowledgment by Heraeus of   delivery, on carrier’s receipt, will not constitute agreement as to   description, weight or composition of the Filter Cake received.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.     RISK   OF LOSS
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
All risk of loss or damage to the Filter Cake and   contained metals from all causes shall be assumed by the Party in possession   of such Filter Cake and/or Returnable Metals.  Risk of loss of the Filter Cake and Returnable Metals shall   pass to Heraeus upon receipt and acceptance of the Filter Cake by   Heraeus.  Risk of loss shall remain   with Heraeus as to any and all Returnable Metals which have been credited to   the SMC Account established in Section 10.4 hereof until such time as such   Returnable Metals have been transferred at the written direction of SMC.  Risk of loss shall pass to SMC (i) as   to any and all Returnable Metals credited to a pool account established by   SMC at JM or elsewhere (other than the SMC Account), once such account has   been credited; (ii) as to any and all Returnable Metals physically   delivered to a destination designated by SMC other than JM, once the   Returnable Metals leave the Facility;
and (iii) as to any and all   Returnable Metals physically delivered to JM, once the Returnable Metals are   delivered to JM.
  




6








	
  
8.     INSURANCE
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Heraeus shall acquire and maintain adequate   insurance to cover 100% of the value of the Filter Cake and Returnable Metals   while in Heraeus’ possession and while Heraeus bears the risk of loss.  Heraeus shall furnish proof of such   insurance (i) annually on the anniversary date of this Agreement and   (ii) within five (5) Business Days of a request from SMC for proof of   insurance.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
9.     WEIGHING;   SAMPLING; MOISTURE
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.1
  	
  
Procedures
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
SMC shall provide Heraeus with at least five (5)   Business Days written or verbal notice of the estimated date on which Lot or   Lots of Filter Cake will be delivered to the Facility.  Except as provided in Section 9.4,   weighing, sampling and moisture determinations as to each Lot shall be   conducted at the Facility by Heraeus on the same Day as receipt by Heraeus of   the Filter Cake in accordance with the procedures set forth in Exhibit B   attached hereto and by this reference incorporated herein.  Heraeus shall provide to SMC and retain   for itself samples pursuant to the procedures set forth in Exhibit B   Heraeus shall treat the Filter Cake only after executing and delivering to   SMC a weighing and sampling report which certifies compliance with the   procedures set forth in Exhibit B.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.2
  	
  
SMC Representative
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
SMC shall be entitled to be represented at weighing,   sampling and moisture determinations, at its own cost, by a supervising   company whose nomination shall be subject to Heraeus approval, which approval   shall not be unreasonably withheld.  A   list of representatives approved by Heraeus as of the date hereof is attached   hereto as Exhibit C.    SMC’s designated representative with respect to a particular Lot or   Lots shall not be selected to act as an umpire for the assays from such Lot   or Lots in accordance with Section 12.4 hereof.  SMC shall nominate any such representative   by providing written notice to Heraeus which indicates the name of the   representative and the particular Lot or Lots which it is supervising on   behalf of SMC.  Except as provided in   Section 9.4, weighing, sampling and moisture determinations as to each   Lot for which SMC has nominated a representative shall be conducted at the
  Facility by Heraeus on the same day as receipt by Heraeus of the Filter   Cake.  If no representative has been   so nominated or such representative is not present on the date and at the   time for weighing, sampling and moisture determination as provided in   Section 9.1, then SMC shall not be represented for that particular Lot   or Lots.
  



7









 

	
  
 
  	
  
9.3
  	
  
Separate Treatment of Lots
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Each Lot shall be considered complete and separate   for all accounting purposes under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.4
  	
  
Alternative Procedures
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
Weighing, sampling and moisture determinations as to   each Lot shall be conducted by Heraeus in accordance with Section 9.1,   except that SMC and Heraeus may agree in writing to certain alternative   procedures to be followed for such weighing, sampling and moisture   determinations as to each Lot, which alternative procedures shall be   thereafter implemented for Lots delivered under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.     RETURNABLE   METALS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1
  	
  
Percentage of Metal Returns; Purity
  




	
   
  	
  
 
  	
  
10.1.1
  	
  
Standard Form.  Heraeus shall return to SMC, in accordance   with this Agreement, the respective percentages of platinum, palladium and   rhodium in the Filter Cake in the form of sponge, and of gold and silver in   the Filter Cake in the form of grain, in each case conforming to the respective   percentages of minimum purity as set forth in Exhibit D.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
10.1.2
  	
  
Ingot Form.  SMC may direct Heraeus to provide   palladium and platinum in the form of ingot by providing Heraeus with seven   (7) days prior notice.  Ingot shall be   manufactured by Heraeus at an additional fee of $3.00 per ounce of palladium   or platinum and shipped F.O.B. Facility, for the credit of SMC’s account.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
10.1.3
  	
  
Other Forms.  SMC may, upon the written consent of   Heraeus, direct Heraeus to provide Returnable Metals in other forms, such as   solution, with the same respective minimum purity levels as set forth in Exhibit D,   provided that in each such case, Heraeus and SMC shall have agreed on an   additional fee for providing the metal in such other form and the time for return   of the metal.
  



8








	
  
 
  	
  
10.2
  	
  
Return of Metals
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Heraeus shall credit the Returnable Metals to the   SMC Account or to a pool account established by SMC at JM or elsewhere, or   physically deliver the Returnable Metals on behalf of SMC to a destination   designated by SMC in writing, within the time periods set forth in   Section 10.3.  If SMC wants   Returnable Metals credited to a poll account other than the SMC Account or   physically delivered on the Return Date (or any subsequent date as designated   by SMC), SMC must notify Heraeus at least three (3) Business Days in advance   of the Return Date.  Returnable Metals   requiring physical delivery (other than Returnable Metals delivered to JM)   shall be F.O.B. the Facility.    Shipments requiring physical delivery to JM shall be F.O.B. West   Deptford, New Jersey.  The return of   metals shall be based on the Agreed Content, provided that in the event the   Final Assay differs from the Agreed Content, an adjustment will be made to
the SMC Account to credit the SMC Account in the event the Final Assay is   greater than the Agreed Content or to debit the SMC Account in the event the   Final Assay is less than the Agreed Content.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.3
  	
  
Time for Return of the Metals –   Return Date
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Palladium, platinum, gold, silver and rhodium shall   be made physically available for shipment by Heraeus for SMC or credited to   the SMC Account no later than the number of days set forth below after   receipt by Heraeus of the Filter Cake:
  




9











	
  PERIOD
  	
   
 	
  
Pd
  	
   
 	
  
Pt
  	
   
 	
  
Au
  	
   
 	
  
Ag
  	
   
 	
  
Rh
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  
January 1, 2005 through December 31, 2005
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  	
   
 	
  
[***]
  	
   
 	
  
[***]
  	
   
 	
  
[***]
  
	
   
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
January 1, 2006 through December 31, 2008
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  	
   
 	
  
[***]
  	
   
 	
  
[***]
  	
   
 	
  
[***]
  







	
   
  	
  
 
  	
  
Notwithstanding the foregoing, with respect to Returnable   Metals that SMC has designated to go to JM via credit to SMC’s pool account   at JM or via physical delivery to JM, the return time set forth above may be   extended by one (1) Day in the event Heraeus does not have Returnable Metals   available at JM on the date above.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.4
  	
  
SMC Account
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In order to establish proper accounting for the   Returnable Metals due to SMC under this Agreement, Heraeus has established a   precious metal account in the name of SMC (the “SMC Account”), which will   reflect the accurate amounts of each element of Returnable Metal so held by   Heraeus, subject to the further orders of SMC.  Heraeus shall store, safeguard and insure all precious metals   accounted for in the SMC Account, at no charge to SMC.  SMC may require physical delivery of   Returnable Metals held in the SMC Account with Heraeus, or it may draw upon   the SMC Account to transfer to other third party accounts at the Facility   upon written direction to Heraeus.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.5
  	
  
Warranties of Heraeus Regarding   Purity
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Heraeus warrants that Returnable Metals refined on   behalf of SMC according to the terms of this Agreement shall have the   following minimum levels of purity:
  







	
   
 	
  
Platinum
  	
  
[***]
  
	
   
 	
  
Palladium
  	
  
[***]
  
	
   
 	
  Rhodium
  	
  
[***]
  
	
   
 	
  
Gold 
  	
  
[***]
  
	
   
 	
  
Silver
  	
  
[***]
  







	
  
 
  	
  
 
  	
  
THE FOREGOING WARRANTY IS IN LIEU   OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR CUSTOM,   INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR   FITNESS FOR A PARTICULAR PURPOSE.  Heraeus’ liability for violation of the warranty of purity, if   any, is limited to the replacement by Heraeus within three (3) Business Days   after return to Heraeus of the nonconforming metal, with like metal   fulfilling the minimum specified purity levels above. Claims for rejected,   nonconforming metal must be made (i) within seven (7) Days of physical   receipt by SMC of such nonconforming metal, with respect to metal physically   received by SMC or received for the SMC Account or for the account of SMC at   JM or elsewhere or (ii) within seven (7) Days of receipt by SMC of notice   from any SMC Purchaser of such nonconforming metal, with respect to metal   delivered to any SMC Purchaser.  Any   claims not made within
this time, shall be deemed waived.  Heraeus shall not, under any   circumstances, be responsible for any incidental or consequential damages   suffered by SMC, arising out of any claimed breach of warranty or otherwise.
  



10








	
  
11.     CHARGES
  
	
  
 
  	
  
 
  
	
  
 
  	
  
11.1
  	
  
Treatment, Refining and Assaying   Charges
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
SMC shall pay to Heraeus the charges set forth in Exhibit E,   which shall be the total amount due to Heraeus for its treatment, refining   and assaying of the Filter Cake and the contained metals therein under this   Agreement.  Except as set forth in   this Section 11.1, in Section 10.1 and in Section 12.4.5, no other   charges shall be paid or payable by SMC to Heraeus under this Agreement   without the mutual written agreement of the parties hereto.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.2
  	
  
Calculation and Payment of Charges
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Treatment, refining and assaying charges shall be   calculated based on the ounces of each element of Returnable Metals   determined by the Agreed Content to be present in the Filter Cake (and shall   apply pro rata to fractional amounts), provided that in the event the Final   Assay differs from the Agreed Content, SMC will be billed based on the Agreed   Content and after a final accounting based on the Final Assay has been   completed, additional charges will be billed to SMC in the event the Final   Assay is greater than the Agreed Content or a credit to be applied to future   charges shall be made on SMC’s behalf in the event the Final Assay is less   than the Agreed Content.  Heraeus   shall bill SMC on a monthly basis for charges by sending an invoice on the   last Business Day of the month to SMC via overnight courier.  SMC shall pay to Heraeus the total   invoiced amount no later than fourteen (14) Days after receipt by SMC of the   invoice
from Heraeus.
  
	
  
 
  	
  
 
  	
  
 
  
	
  12.     ASSAYS
  
	
  
 
  
	
  
 
  	
  
12.1
  	
  
Assay Procedures
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The samples of Filter Cake, by Lot, shall be   analyzed by each Party independently to assay the content therein of   Returnable Metals.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.2
  	
  
Exchange of Assays
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The results of the assays of samples performed as   described in Section 12.1 shall be exchanged simultaneously by   registered airmail or such other agreed method between SMC and Heraeus on a   date to be agreed upon in advance, but in no event later than a date sixty   (60) Days after the Date of Delivery of the respective Lot.
  



11








	
  
 
  	
  
12.3
  	
  
Splitting Difference in Parties’   Assays
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Should the difference between the results of the   assays of both Parties be not more than:
  







	
  
For Pt:
  	
  
[***];
  
	
  
For Pd:
  	
  
[***];
  
	
  For Au:
  	
  
[***];
  
	
  
For Ag:
  	
  
[***];
  
	
  
For Rh:
  	
  
[***];
  







	
  
 
  	
  
 
  	
  
then the exact mean of the two results shall be   taken as both the Agreed Content and the Final Assay for the purpose of   Sections 10.2 and 11.2.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.4
  	
  
Umpire Assay
  




	
  
 
  	
  
 
  	
  
12.4.1
  	
  
Rotation Among Umpires.  In the event the difference between the   results of the assays of both Parties is more than the amount specified in   Section 12.3 above, an umpire assay shall be made by one of the umpires   listed on Exhibit C, acting in rotation, sampled Lot by sampled Lot.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
12.4.2
  	
  
Agreed Content.  In the event this Section 12.4 applies,   then for purposes of this Section 12.4 and of Sections 10.2 and 11.2, the   Agreed Content shall mean 100% of the lowest results of the assays performed   by the Parties pursuant to Section 12.2.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
12.4.3
  	
  
Umpire Assay Between Parties’ Assays.  Should the umpire assay fall between the   results of the two Parties or coincide with either, the arithmetical mean of   the umpire assay and the assay of the Party which is nearer to the umpire   assay shall be taken as the Final Assay.    In the event that the umpire assay is exactly between the assay of the   two Parties, the umpire assay shall be taken as the Final Assay.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
12.4.4
  	
  
Umpire Assay Outside Exchanged Results.  Should the umpire assay fall outside the   exchanged results, the assay of the Party which is nearer to the umpire assay   shall be taken as the Final Assay.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
12.4.5
  	
  
Cost of Umpire Assay.  The cost of the umpire assay shall be   borne by the Party whose result is further from the umpire’s.  However, if the umpire assay is the exact   mean of the assays exchanged by the Parties, such cost shall be borne equally   by the Parties.
  



12








	
  
 
  	
  
 
  	
  
12.4.6
  	
  
Replacement of Existing Umpire.  Either Party may recommend that an   existing umpire be replaced.  Any such   replacement shall be subject to unanimous agreement of the Parties.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.5
  	
  
Provisional Settlement of Assays
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In the event SMC or Heraeus is unprepared to   exchange assays in accordance with Section 12.2 prior to the return time set   forth in Section 10.3, the Agreed Content of the Lot shall be assumed to be   equal to 99% of the Shipment Assay.    SMC will be billed in accordance with Section 11.2.
  
	
   
  	
  
 
  	
  
 
  
	
  
13.     DEFAULT
  
	
  
 
  
	
  
 
  	
  
13.1
  	
  
SMC Event of Default
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
If SMC shall fail to deliver Filter Cake as   specified in Section 4 or to pay the charges as required by   Section 11 hereof (“SMC Event of Default”), and such SMC Event of   Default is not cured within seven (7) Business Days after receipt by SMC of   notice thereof, Heraeus shall have the right to (i) retain or sell   Returnable Metals for an amount equivalent to the total amount of charges due   plus interest for the applicable period, which shall be at the one-month   LIBOR rate ruling at the due date of the payment, as published in the Wall Street Journal;  (ii) suspend its further performance under   this Agreement during the continuance of a SMC Event of Default and   (iii) terminate this Agreement as provided in Section 3.3.3.  Returnable Metals retained or sold by   Heraeus under the terms of this Section 13.1 shall be valued or sold at   the Market Price for the applicable metal on the date of
retention or   sale.  Upon a SMC Event of Default,   Heraeus shall have the right to pursue any other remedies available to   Heraeus under this Agreement and under applicable laws and legal and   equitable remedies.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
13.2
  	
  
Heraeus Event of Default
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
An “Heraeus Event of Default” shall occur if:   (i)  Heraeus fails to satisfy the   minimum purity levels for Returnable Metals and such failure is not cured in   accordance with Section 10.5 (i.e.   within three (3) Business Days after return of metals to Heraeus);   (ii) Heraeus fails to return metal timely in accordance with Section   10.3 and such failure is not cured within seven (7) Business Days after   receipt of notice thereof by Heraeus; (iii) Heraeus is generally not paying   its debts as such debts become due, or admits in writing its inability to pay   its debts generally or makes a general assignment for the benefit of   creditors, there is the appointment of a receiver for Heraeus or any of its   assets, the filing by Heraeus of a voluntary petition in bankruptcy or any   form of reorganization, the filing of an involuntary petition in bankruptcy   against Heraeus which is not dismissed with prejudice within 60 days of
such   filing, or the making of an assignment for the benefit of creditors of   Heraeus; or (iv) Heraeus fails to satisfy any of its other obligations   hereunder and such failure is not cured within three (3) Business Days after   receipt of notice thereof by Heraeus.    Upon a Heraeus Event of Default, SMC shall have the right to: (A)   suspend its further performance under this Agreement during the continuance   of a Heraeus Event of Default; (B) terminate this Agreement as provided in   Section 3.2.3, and all future obligations of SMC shall cease and SMC   shall retain sole ownership of all Filter Cake and Returnable Metals from   Filter Cake received by Heraeus as of such date; and/or (C) pursue any other   remedies available to SMC under this Agreement and under applicable laws and   legal and equitable remedies.
  



13








	
  
14.     FORCE   MAJEURE
  
	
  
 
  
	
  
 
  	
  
14.1
  	
  
Extension of Time
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
If, at any time, either Party is delayed in or   prevented from exercising its rights or performing its obligations under this   Agreement (other than payment of money), which delays or preventions are   caused by any cause beyond the reasonable control of such Party including,   without limiting the generality of the foregoing, acts of God, accidents,   strikes, insurrections, lockouts or other labor or industrial disturbances,   actions of any competent governmental authority or court orders, future   orders of any regulatory body having jurisdiction, act of terrorists, acts of   the public enemy, wars (declared or undeclared), riots, sabotage, blockades,   embargoes, shortages of or inability to secure fuel, power, contractors,   labor, raw materials, railroad or transport facilities, failure of and damage   to or destruction of machinery, plant and equipment, earthquakes, snowslides,   landslides, lightning, weather conditions materially preventing or
impairing   work, fires, storms, floods, washouts and explosions, and any other causes   beyond the reasonable control of the Party in question, whether of the kind   enumerated herein or otherwise (each, a “Force Majeure Event”), such Party   shall not be liable for any such failure or delay by it to perform its   obligations hereunder and the period of all such delays or preventions   resulting from such causes or any of them shall be excluded in computing and   shall extend the term in Section 3.1 of this Agreement for a period of time   equal to the lesser of the total duration of all such instances or six (6)   months.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
14.2
  	
  
Notice Required; Option to   Terminate
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Neither Party’s performance shall be excused or   extended under this Section 14, unless the Party claiming the Force   Majeure Event shall give the other Party prompt notice of the occurrence of   such event and the expected duration thereof.  The non-claiming Party shall be entitled to terminate this   Agreement without further liability upon notice to the other Party in the   event that a Force Majeure Event shall continue for more than three (3) consecutive   months.  If the Force Majeure Event   continues for a period in excess of twelve (12) consecutive months, then   either Party may terminate this Agreement, without further liability, by   written notice to the other Party.
  




14








	
   
  	
  
14.3
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
14.4
  	
  
Effects on Parties
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Upon receipt of notice from Heraeus of an occurrence   of a Force Majeure Event in accordance with Section 14.2, SMC shall be   immediately entitled to ship Filter Cake to an alternative treatment facility   and divert any shipment already in route.    Heraeus shall cooperate with SMC as necessary or appropriate to   facilitate such diversion and alternative facility treatment and the orderly   transition back to Heraeus upon cessation of the Force Majeure Event. If SMC   has Toll Material from Heraeus that SMC has begun processing, SMC shall be   entitled to ship the resulting Filter Cake to an alternative treatment   facility for refining, with the cost of such refining to be borne by Heraeus.  If SMC has Toll Material from Heraeus that   SMC has not begun processing, SMC shall notify Heraeus, and Heraeus   shall have the option of (i) having the Toll Material returned to Heraeus at   its own cost or (ii) having SMC ship the resulting
Filter Cake to an   alternative treatment facility for refining, with the cost of such refining   to be borne by Heraeus.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
14.5
  	
  
Reasonable Best Efforts Required
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Party claiming a Force Majeure Event shall use   all reasonable best efforts to eliminate such event insofar as possible with a   minimum of delay; provided, however, neither Party shall be required against   its will to adjust or settle any labor dispute or strike or to question the   validity of any third party claim or to refrain from pursuing its legal or   equitable remedies against any third party.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.     [***]
  
	
  
 
  
	
  
 
  	
  
15.1
  	
  
[***]
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
15.2
  	
  
[***]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
16.     CONFIDENTIALITY
  
	
  
 
  
	
  
 
  	
  
Each Party shall consider all information, documents   and other materials provided hereunder (collectively, “Confidential   Information”) as confidential and proprietary information of the disclosing   Party, and the receiving Party agrees to maintain in confidence all such   Confidential Information and not to divulge such Confidential Information in   whole or in part to any third party and not to make use of such Confidential   Information other than in relation to meeting its obligations under this   Agreement.  This obligation shall not   apply to:  (i) Confidential   Information which at the time of disclosure is in the public domain; or   (ii) Confidential Information which, after disclosure, becomes part of   the public domain by publication or otherwise, other than by an unauthorized   act or omission of the receiving Party; or (iii) Confidential   Information which the receiving party is required by law or at the
request of   any governmental organization to make public; or (iv) Confidential   Information which a receiving Party can show by written records was within   its possession prior to the time of the disclosure and was not under any   obligation of confidentiality; or (v) Confidential Information which the   receiving Party rightly receives from a third party lawfully possessing and   lawfully entitled to disclose such Confidential Information.
  



15








	
  
17.     APPLICABLE   LAW
  
	
  
 
  
	
  
 
  	
  
The parties to this Agreement are domiciled in two   different states.  In order to create   greater certainty with respect to their legal rights and obligations under   this Agreement, the parties desire to adopt as the substantive law of this   Agreement the law of a state which has highly developed commercial law and   precedent and which is not the domicile of either Party.  The parties hereby agree that this   Agreement shall be construed in accordance with the laws of the State of New   York as though this Agreement were performed in full in the State of New   York, without giving effect to any choice of law or conflict of law provision   or rule (whether of the State of New York or any other jurisdiction) that   would cause the application of the laws of any jurisdiction other than the   State of New York.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.     MODIFICATIONS
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
This Agreement may not be changed, waived,   discharged, or terminated orally, except by an instrument in writing   specifically purporting so to do and signed by the Parties hereto.
  




	
  
19.     SUCCESSORS   AND ASSIGNS
  
	
  
 
  
	
  
 
  	
  
This Agreement shall be binding upon and inure to   the benefit of the successors and permitted assigns of the Parties hereto.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.     ASSIGNMENT
  
	
  
 
  
	
  
 
  	
  
This Agreement may not be assigned by any Party   without the prior written consent of the other Party, which consent shall not   be unreasonably withheld.    Notwithstanding the foregoing, the consent of Heraeus shall not be   required with respect to (a) any assignment by SMC to provide security   in connection with any financing, expressly including, by way of example and   not limitation, assignments of royalty, overriding royalties or net profits   interests or production payments, or (b) any merger, consolidation or other   reorganization or transfer by operation of law involving SMC or any purchase   or sale of substantially all of the assets of SMC.
  
	
   
  	
  
 
  	
  
 
  
	
  
21.     NOTICES
  
	
  
 
  
	
  
 
  	
  
Except as otherwise required in this Agreement, all   notices shall be given by facsimile or email and shall be deemed received   upon receipt of electronic confirmation of the same.
  




16








	
  
 
  	
  
Notices to Heraeus shall be directed as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Heraeus Metal Processing, Inc.
  
	
  
 
  	
  
 
  	
  
13429 Alondra Boulevard
  
	
   
  	
  
 
  	
  
Santa Fe Springs, California  90670
  
	
  
 
  	
  
 
  	
  
Attn:  Howard   Kaplan – VP Material Management
  
	
  
 
  	
  
 
  	
  
Telephone No.:    562-483-1802
  
	
  
 
  	
  
 
  	
  
Facsimile No.:    562-926-5333
  
	
  
 
  	
  
 
  	
  
Email: howard.kaplan@heraeusca.com
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Notices to SMC shall be directed as follows:
  
	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
Stillwater Mining Company
  
	
  
 
  	
  
 
  	
  
536 East Pike Avenue
  
	
  
 
  	
  
 
  	
  
Columbus, Montana 59019
  
	
  
 
  	
  
 
  	
  
Attn:  Lance   Newman - BMR Manager
  
	
  
 
  	
  
 
  	
  
Telephone No.:    406-322-8802
  
	
  
 
  	
  
 
  	
  
Facsimile No.:    406-322-5468
  
	
  
 
  	
  
 
  	
  
lnewman@stillwatermining.com
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
With a copy to:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Stillwater Mining Company
  
	
  
 
  	
  
 
  	
  
1321 Discovery Drive
  
	
  
 
  	
  
 
  	
  
Billings, Montana 59102
  
	
  
 
  	
  
 
  	
  
Attn:  James   Binando - SMC Accounting
  
	
  
 
  	
  
 
  	
  
Telephone No.:    406-373-8711
  
	
  
 
  	
  
 
  	
  
Facsimile No.:    406-373-8703
  
	
   
  	
  
 
  	
  
Email:    jbinando@stillwatermining.com
  




	
  
22.     ENTIRE   AGREEMENT
  
	
  
 
  
	
  
 
  	
  
This Agreement represents the complete agreement   between the Parties hereto and supersedes all prior or contemporaneous oral   or written agreements of the Parties to the extent they relate in any way to   the subject matter hereof.
  
	
  
 
  	
  
 
  
	
  
23.     COUNTERPARTS
  
	
  
 
  
	
  
 
  	
  
This Agreement may be executed by the Parties hereto   in two or more counterparts, each of which when so executed and delivered   shall be an original, and it shall not be necessary in making proof of this   Agreement, as to any Party hereof, to produce or account for more than one   such counterpart executed by such Party.
  
	
  24.     WAIVER
  
	
   
  
	
   
  	
  The waiver of any breach of this Agreement by either   Party hereto shall in no way constitute a waiver of any future breach,   whether similar or dissimilar in nature.
  



17








	
  25.     HEADINGS
  
	
   
  
	
   
  	
  The headings to all sections, subsections and   exhibits shall not form a part of this Agreement or of its exhibits, but   shall be regarded as having been used for the convenience of reference only.
  



18








          IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers effective from and after the day and year first above written.

	
  
HERAEUS METALS PROCESSING,   INC.
  	
  
 
  	
  
STILLWATER MINING COMPANY
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
By:
  	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
Name:
  	
  
Dr. Horst Meyer
  	
  
 
  	
  
Name:
  	
  
John R. Stark
  
	
  
Title:  
  	
  
President
  	
  
 
  	
  
Title:
  	
  
Vice President
  




19






EXHIBIT A


2004 Average Composition of Filter Cake

	
  Component
  	
   
 	
  
Average%
  	
   
 	
  
Component
  	
   
 	
  
Average%
  
	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
Pt
  	
   
 	
  
[***]
  	
   
 	
  
Ni
  	
   
 	
  
[***]
  
	
  
Pd
  	
   
 	
  
[***]
  	
   
 	
  
S
  	
   
 	
  
[***]
  
	
    Rh
  	
   
 	
  
[***]
  	
   
 	
  
Pb
  	
   
 	
  
[***]
  
	
  
Au
  	
   
 	
  
[***]
  	
   
 	
  
As
  	
   
 	
  
[***]
  
	
  
Ag
  	
   
 	
  
[***]
  	
   
 	
  
Si
  	
   
 	
  
[***]
  
	
  
Co
  	
   
 	
  
[***]
  	
   
 	
  
Se
  	
   
 	
  
[***]
  
	
  Cu
  	
   
 	
  
[***]
  	
   
 	
  
Te
  	
   
 	
  
[***]
  
	
  
Fe
  	
   
 	
  
[***]
  	
   
 	
   
 	
   
 	
   
 




A-1






EXHIBIT B


Sampling Procedures for SMC Filter Cake


[***]


B-1






EXHIBIT C


List of Approved Representatives/Umpires


A.H. Knight International Ltd
 Eccleston Grange, Prescot Rd.
 GB-WA 10 3BA St. Helens - Merseyside
 Great Britain


Inspectorate Griffith Ltd
 2 Perry Road, Witham
 Essex, CM8 3TU
 England, Great Britain


Alex Stewart Assay
 Caddish Road, Knowsley
 Industrial Estate - Merseyside
 Great Britain


C-1






EXHIBIT D


Percentage Return and Purity of Contained Metal


TABLE I


(Effective January 31, 2005 through December 31, 2005)

	
  
Metal
  	
   
 	
  
Percentage   Return
  	
   
 	
  
Minimum   Purity
  
	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
Silver (Ag)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  Gold (Au)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  
Platinum (Pt)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  
Palladium (Pd)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  
Rhodium (Rh)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  




 


TABLE II 


(Effective January 1, 2006 through December 31, 2008)


	
  
Metal
  	
   
 	
  
Percentage   Return
  	
   
 	
  
Minimum   Purity
  
	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
Silver (Ag)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  
Gold (Au)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  Platinum (Pt)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  
Palladium (Pd)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  
	
  
Rhodium (Rh)
  	
  
 
  	
  
[***]
  	
   
 	
  
[***]
  




D-1






EXHIBIT E


Charge for Treatment, Refining and Assaying


TABLE I


(Effective January 1, 2005 through December 31, 2005)

	
  Metal
  	
   
 	
  
Charge per   returnable ounce
  
	
  


  	
  
 
  	
  


  
	
  
Platinum
  	
  
 
  	
  
[***]
  
	
  
Palladium
  	
  
 
  	
  
[***]
  
	
  
Gold
  	
  
 
  	
  
[***]
  
	
  
Rhodium
  	
  
 
  	
  
[***]
  
	
  
Silver
  	
  
 
  	
  
[***]
  




 


TABLE II


(Effective January 1, 2006 through December 31, 2008)

	
  
Metal
  	
   
 	
  
Charge per   returnable ounce
  
	
  


  	
  
 
  	
  


  
	
  
Platinum
  	
  
 
  	
  
[***]
  
	
  
Palladium
  	
  
 
  	
  
[***]
  
	
  
Gold
  	
  
 
  	
  
[***]
  
	
  
Rhodium
  	
  
 
  	
  
[***]
  
	
  Silver
  	
   
  	
  [***]
  



E-1





EXHIBIT F

[***]

[***]

F-1