Exhibit
10.6


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR

PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH

OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY

REQUEST.  OMISSIONS ARE DESIGNATED AS
{****}. A COMPLETE

VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


EXECUTION
VERSION




 





 


MOLYBDENUM SUPPLY AGREEMENT


 


AMONG


 


GENERAL MOLY, INC.


 


AND


 


NEVADA MOLY, LLC,


 


as SELLERS


 


AND


 


CHINA HAN LONG MINING DEVELOPMENT LIMITED,


 


as BUYER


 


AND


 


HANLONG (USA) MINING INVESTMENT, INC.,


 


as GUARANTOR


 


 


Dated as of  March 4, 2010




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
  RECITALS

  	
  1

  
	
   

  	
   

  
	
  AGREEMENT

  	
  1

  
	
   

  	
   

  
	
  1.

  	
  Definitions
  and Interpretation

  	
  1

  
	
   

  	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
  1.2

  	
  Interpretation

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Supply
  and Purchase of Product

  	
  6

  
	
   

  	
  2.1

  	
  Supply
  of Product Prior to Trigger Date

  	
  6

  
	
   

  	
  2.2

  	
  Supply
  of Products Following Trigger Date

  	
  6

  
	
   

  	
  2.3

  	
  Delivery
  Schedule; Shortfalls

  	
  8

  
	
   

  	
  2.4

  	
  Take-or-Pay

  	
  8

  
	
   

  	
  2.5

  	
  Composition
  of Products

  	
  8

  
	
   

  	
  2.6

  	
  Specifications

  	
  9

  
	
   

  	
  2.7

  	
  Restrictions
  on Sales

  	
  9

  
	
   

  	
  2.8

  	
  Buyer’s
  Failure to Pay

  	
  10

  
	
   

  	
  2.9

  	
  Amount
  of Product

  	
  10

  
	
   

  	
  2.10

  	
  Beneficial
  Ownership Reporting

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Pricing
  and Payment Terms

  	
  11

  
	
   

  	
  3.1

  	
  Base
  Product Price

  	
  11

  
	
   

  	
  3.2

  	
  Additional
  Product Price

  	
  12

  
	
   

  	
  3.3

  	
  Entry
  into Other Supply Agreements

  	
  12

  
	
   

  	
  3.4

  	
  Determination
  of Market Price

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Deliveries
  and Invoices

  	
  12

  
	
   

  	
  4.1

  	
  Delivery
  Point

  	
  12

  
	
   

  	
  4.2

  	
  Invoices

  	
  13

  
	
   

  	
  4.3

  	
  Assaying
  Adjustments

  	
  13

  
	
   

  	
  4.4

  	
  No
  Prejudice

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Term;
  Termination

  	
  14

  
	
   

  	
  5.1

  	
  Term

  	
  14

  
	
   

  	
  5.2

  	
  Termination

  	
  14

  
	
   

  	
  5.3

  	
  Effect
  of Termination

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Indemnification

  	
  16

  
	
   

  	
  6.1

  	
  Procedure

  	
  16

  
	
   

  	
  6.2

  	
  Remedies

  	
  16

  
	
   

  	
  6.3

  	
  Limitations

  	
  16

  
	
   

  	
  6.4

  	
  Indemnification
  by Seller

  	
  16

  



 


i

















 


	
  7.

  	
  Force
  Majeure

  	
  17

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Confidentiality

  	
  17

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Waiver

  	
  19

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Governing
  Law; Language

  	
  19

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Notices

  	
  19

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Rules of
  Construction

  	
  20

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Assignment;
  No Benefit

  	
  20

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Relationship
  of the Parties

  	
  21

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Severability

  	
  21

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Taxes
  and Expenses

  	
  21

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Currency

  	
  21

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Counterparts

  	
  21

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Entire
  Agreement

  	
  21

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Amendment

  	
  22

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Waiver
  of Jury Trial

  	
  22

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Dispute
  Resolution

  	
  22

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Limitation
  of Liability

  	
  22

  
	
   

  	
   

  	
   

  
	
  24.

  	
  Remedies
  Cumulative

  	
  22

  
	
   

  	
   

  	
   

  
	
  25.

  	
  Safety,
  Health and the Environment

  	
  22

  
	
   

  	
   

  	
   

  
	
  26.

  	
  No
  Fraud; No Corruption

  	
  23

  
	
   

  	
   

  	
   

  
	
  27.

  	
  Guaranty

  	
  23

  



 


ii
















 


MOLYBDENUM SUPPLY AGREEMENT


 


THIS
MOLYBDENUM SUPPLY AGREEMENT (this “Agreement”), dated March 4,
2010, and effective as of the Effective Date (defined below), is among General
Moly, Inc., a Delaware corporation (the “Company”) and Nevada Moly,
LLC, a Delaware limited liability company (“Nevada Moly” and together
with the Company, “Seller”), China Han Long Mining Development Limited,
a Hong Kong corporation (“Buyer”) and Hanlong (USA) Mining Investment, Inc.,
a Delaware corporation (“Guarantor”).


 


RECITALS


 


A.                                   Eureka Moly,
LLC, a Delaware limited liability company (“Eureka Moly”), leases and
intends to operate a mine located in Eureka County, Nevada (the “Mount Hope
Mine”) from which it intends to produce Technical Grade Molybdenum Oxide (“TMO”),
in the form of powder and carbon-free briquettes, that meets or exceeds the
standards on Schedule A (such TMO produced from the Mount Hope
Mine, the “Products”).


 


B.                                     As of the date
hereof, (1) the Company owns 100% of Nevada Moly, which owns an 80% equity
interest in Eureka Moly and (2) POS-Minerals Corporation, a Delaware
corporation and affiliate of POSCO Canada Ltd., owns a 20% equity interest in
Eureka Moly.


 


C.                                     Seller wants to
sell to Buyer, and Buyer wants to purchase from Seller, Products available from
Seller’s share of production at the Mount Hope Mine (offer is for output of
Mount Hope Mine production only) upon the terms and subject to the conditions
set forth herein.


 


In
consideration of the mutual covenants contained in this Agreement,  the parties, intending to be legally bound,
agree as follows:


 


AGREEMENT


 


1.                                      Definitions and Interpretation.


 


1.1                               Definitions.  In
addition to the capitalized terms defined elsewhere in this Agreement, for
purposes of this Agreement:


 


“Adjusted
Market Price”:  (a) Market Price
times (b) {****}.


 


“Affiliate”:  As defined in the Securities Purchase
Agreement.


 


“Bank
Loan”:  As defined in the Securities
Purchase Agreement.


 


“Bank
Loan Closing Date”: Means the date of the Bank Loan Closing, as defined in
the Securities Purchase Agreement.


 


“Bank
Loan Maturity Date”: The original scheduled final maturity date of the Bank
Loan.


 


1

















 


“Bank
Loan Rejection”: Means the Company’s election not to enter into the Bank
Loan after the satisfaction of the conditions set forth in Section 7.2(b)(iv) of
the Securities Purchase Agreement.


 


“beneficial
ownership” and correlative terms:  As
defined in the Securities Purchase Agreement.


 


“Business
Day”:  A day other than a Saturday,
Sunday or other day on which commercial banks in New York City and Beijing,
People’s Republic of China are authorized or required by Law to close.


 


“Buyer
Ownership Percentage”: Guarantor’s aggregate percentage beneficial
ownership of shares of the outstanding Common Stock calculated on a Fully
Diluted Basis except that there shall be excluded from such calculation of
outstanding Common Stock on a Fully Diluted Basis (A) all shares of Common
Stock issuable under Rights granted after the Tranche 1 Closing, and (B) all
outstanding shares of Common Stock that were issued by the Company after the
Effective Date and were not subject to the right of Guarantor to participate in
such issuance under Section 6.4 of the Securities Purchase
Agreement; provided, however, that, upon the occurrence of a
Major Transaction, the Buyer Ownership Percentage on and after the date of such
Major Transaction shall be deemed to be equal to the Buyer Ownership Percentage
immediately prior to such Major Transaction and shall remain fixed at such
Buyer Ownership Percentage until expiration or earlier termination of this
Agreement.


 


“Change
of Control”: As defined in the Eureka Moly LLC Agreement.


 


“Commercial
Production”: As defined in the Eureka Moly LLC Agreement.


 


“Common
Stock”:  As defined in the Securities
Purchase Agreement.


 


“Competent
Authority”:  The Person or Persons so
designated by Buyer.


 


“Delivery
Point”: Means FCA Mine Site Eureka, Nevada, U.S.A.


 


“Dollars”
The lawful currency of the United States.


 


“Effective
Date”: Means the earlier of (i) the Tranche 2 Closing Date, (ii) the
Bank Loan Closing Date, and (iii) the date of the occurrence of the Bank
Loan Rejection.


 


“Eureka
Moly LLC Agreement”: The Amended and Restated Limited Liability Company
Agreement of Eureka Moly, LLC, dated February 26, 2008, between Nevada
Moly and POS-Minerals Corporation.


 


“Exclusivity
Provision”: As defined in Section 2.7.2.


 


“Existing
Obligations”:  Seller’s obligations
relating to the supply of Products from Seller’s share of production at the
Mount Hope Mine that are in existence as of the date of this Agreement, as set
forth in Schedule B.


 


2

















 


“FCA”:  Means the delivery of goods on
truck, rail car or container at the specified point (depot) of departure, which
is usually the seller’s premises, or a named railroad station or a named cargo
terminal or into the custody of the carrier, at seller’s expense. The point
(depot) at origin may or may not be a customs clearance center. Buyer is
responsible for the main carriage/freight, cargo insurance and other costs and
risks.


 


“First
Threshold”:  An amount calculated as
follows:


 


US${****}
per pound of molybdenum


 


x  Threshold Adjustment


 


For
clarification, (a) the First Threshold will only be adjusted annually,
which will occur within 30 days of the information necessary to calculate
the applicable {****} Percentage increase becoming publicly available {****},
and (b) to the extent the information necessary to calculate such
adjustment is not available {****}, the adjustment will be calculated when such
information becomes available and applied retroactively {****}.


 


“Floor Price”:  An amount per pound calculated as follows:


 


US${****} per pound of
molybdenum


 


x  (1 + {****} Percentage Increase)


 


For
clarification, (a) except as provided in Section 3.3, the
Floor Price will only be adjusted {****}, which will occur within {****} of the
information necessary to calculate the applicable {****} Percentage increase
becoming publicly available {****}, (b) to the extent the information necessary
to calculate such adjustment is not available {****}, the adjustment will be
calculated when such information becomes available and applied retroactively
{****}, and (c) the Floor Price will be calculated as set forth above
regardless of the Market Price or any other adjustments to the Product Price.


 


“Fully
Diluted Basis”:  As defined in the
Securities Purchase Agreement.


 


“Law”:  As defined in the Securities Purchase
Agreement.


 


“Losses”:   Any claims, losses, liabilities, damages,
demands, fines, penalties, administrative and judicial proceedings and orders,
judgments, remedial action, enforcement actions of any kind, and all reasonable
and documented costs and expenses incurred in connection therewith (including
reasonable attorneys’ fees).


 


“Major
Transaction”: Any transaction or series of related transactions involving
or consisting of: (i) a merger or consolidation of the Company with
another entity,  the conversion of the
Company to another type of entity, a statutory share exchange with respect to
the Common Stock, or a similar transaction with respect to the Company or its
Common Stock that is approved by the board of directors of the Company or
holders of a majority of the Company’s outstanding shares of Common Stock; (ii) any
other sale, exchange or other disposition of a 


 


3

















 


majority
of the then outstanding shares of Common Stock, including a sale of Common
Stock pursuant to a tender offer in which Guarantor elects to sell Common Stock
or a Recommended Transaction in which Guarantor sells Common Stock; (iii) the
dissolution and liquidation of the Company; or (iv) any stock dividend,
stock split, reverse stock split, recapitalization or similar transaction with
respect to the Company or its Common Stock; provided that a transaction
otherwise described in clauses (i) through (iv) of this definition
shall not be a Major Transaction unless such transaction would have the effect
of reducing the Buyer Ownership Percentage; provided  further,
that no transaction described in clauses (i) through (iv) of this
definition shall be a Major Transaction if Guarantor has the right, in
connection with such transaction, to maintain the same Buyer Ownership
Percentage existing prior to such transaction pursuant to Section 6.4 of
the Securities Purchase Agreement.


 


“Market
Price”:  Means the average of the
Platt’s Metals Week published prices for TMO Dealer Oxide over (a) {****}
or (b) {****}, as Buyer may determine annually pursuant to Section 3.4.  In the event that the basis for the Market
Price currently in general use ceases to exist or ceases to be published,
Seller and Buyer shall meet promptly with a view to agreeing on a new pricing
basis and the date for bringing such basis into effect.


 


“New
York City”:  New York, New York,
U.S.A.


 


“Person”:  An individual, limited or general
partnership, corporation, trust, limited liability company, unincorporated
organization, association, joint venture or a government or agency or political
subdivision or instrumentality thereof.


 


“{****}
Percentage Increase”:  {****}


 


“Product
Price”:  As defined in Section 3.


 


“Recommended
Transaction”: As defined in the Stockholder Agreement.


 


“Rights”:
As defined in the Securities Purchase Agreement.


 


“Second
Threshold”:  An amount calculated as
follows:


 


US${****}
per pound


 


x  Threshold Adjustment


 


For
clarification, (a) the Second Threshold will only be adjusted annually,
which will occur within 30 days of the information necessary to calculate
the applicable {****} Percentage increase becoming publicly available {****}, (b) to
the extent the information necessary to calculate such adjustment is not
available {****}, the adjustment will be calculated when such information
becomes available and applied retroactively {****}, and (c) in no event
shall Second Threshold be less than the Floor Price.


 


“Securities
Purchase Agreement”:  The Securities
Purchase Agreement, dated March 4, 2010, between the Company  and Guarantor.


 


4

















 


“Seller’s
Share of Product”:  Product
distributed or distributable to Nevada Moly or its Affiliates pursuant to Article 10
of the Eureka Moly LLC Agreement or otherwise constituting Products of the
Company as to which Seller has distribution or sale rights.


 


“SGS
Group”: A group of entities associated with SGS SA, a Swiss société
anonyme.


 


“Sojitz
Agreement”: Molybdenum Supply Agreement, dated August 8, 2008, between
the Company and Sojitz Corporation.


 


“Statement
of Beneficial Ownership”: A statement containing the information required
by “Schedule 13G - Information to Be Included in Statements Filed Pursuant to Rule 13d-1(b),
(c) and (d)and Amendments Thereto Filed Pursuant to Rule 13d-2”
promulgated pursuant to the Securities Exchange Act of 1934, as amended.


 


“Stockholder
Agreement”: As defined in the Securities Purchase Agreement.


 


“Term”:  The term of this Agreement.


 


“Three-Month
LIBOR”:  Means the three month LIBOR
rate as published in The Wall Street Journal
on the date an applicable invoice is due hereunder.  If Three-Month LIBOR is not available from
such source, the Three-Month LIBOR will be based on the arithmetic mean of the
respective rates quoted by at least two leading reference banks selected by
Seller offered to leading banks for deposits in Dollars for a period of three
months in the London interbank market at or about 11:00 a.m. (London,
England time) on the date an applicable invoice is due hereunder.


 


“Threshold
Adjustment”:  An amount calculated as
follows:


 


1  + 
(Percentage {****} Increase 
/  2)


 


“Tranche
1 Closing”: As defined in the Securities Purchase Agreement.


 


“Tranche
2 Closing Date”: As defined in the Securities Purchase Agreement.


 


“Trigger
Date”:  The later of the Effective
Date and the date of commencement of Commercial Production.


 


“United
States” or “U.S.” or “U.S.A.”:  The United States of America.


 


“US$”:  Dollars.


 


1.2                               Interpretation.


 


1.2.1                                                Unless the
context of this Agreement otherwise clearly requires, (i) references to
the plural include the singular, and references to the singular include the
plural, (ii) references to one gender include the other gender, (iii) the
words “include,” “includes” and “including” do not limit the preceding terms or
words and shall be deemed to be followed by the words “without limitation,” (iv) the
terms “hereof,” “herein,” “hereunder,” 


 


5

















 


“hereto”
and similar terms in this Agreement refer to this Agreement as a whole and not
to any particular provision of this Agreement, (v) reference to day,
without the explicit qualification of “business” refers to a calendar day, (vi) references
to a month, quarter, year or such other subdivision, without the explicit
qualification of “fiscal”, refers to a calendar month, quarter, year or other
such subdivision, respectively (vii) all references to “the date hereof,” “the
date of this Agreement” or similar terms (but excluding references to the date
of execution hereof) refer to the date first above written, notwithstanding
that the parties may have executed this Agreement on a later date, (viii) any
reference to “pounds” in this Agreement refers to pounds of molybdenum
contained in the Products, and (ix) references to any Person include such
Person’s respective successors, assigns, transferees, lessees, heirs, executors
and administrators, whether by merger, consolidation, amalgamation,
reorganization, sale of assets or otherwise.


 


1.2.2                                                Unless
otherwise set forth herein, references in this Agreement to (i) any
document, instrument or agreement (including this Agreement) (A) include
and incorporate all exhibits, schedules and other attachments thereto, (B) include
all documents, instruments or agreements issued or executed in replacement
thereof and (C) mean such document, instrument or agreement, or
replacement or predecessor thereto, as amended, modified or supplemented from
time to time in accordance with its terms and in effect at any given time, and (ii) a
particular Law referenced herein means such Law as amended, modified,
supplemented or succeeded, from time to time and in effect at any given
time.  When a reference is made in this
Agreement to Articles, Sections or any other subdivision, such reference is to
an Article, a Section or other subdivision of this Agreement, unless
otherwise indicated.  When a reference is
made in this Agreement to a party or parties, such reference is to parties to
this Agreement, unless otherwise indicated.


 


1.2.3                                                The headings
and captions of the various subdivisions of this Agreement are for convenience
of reference only and shall in no way modify or affect the meaning or
constructions of any of the terms or provisions hereof.


 


2.                                      Supply and Purchase of Product.


 


2.1                               Supply of Product Prior to Trigger Date.  No obligations to supply or purchase Products
under this Agreement will exist prior to the Trigger Date.


 


2.2                               Supply of Products Following Trigger Date.  After the Trigger Date, upon the terms and
subject to the conditions set forth in this Agreement, Seller agrees to supply
and sell to Buyer, and Buyer agrees to purchase from Seller, the amounts of
Products as follows:


 


2.2.1                                                If the Bank
Loan Closing Date occurs,


 


(a)                                  for each month
commencing prior to the expiration of the Existing Obligations, all of Seller’s
Share of Product for such month that are not committed pursuant to the Existing
Obligations.


 


(b)                                 for each month
commencing on or after the expiration of the Existing Obligations, but prior to
the Bank Loan Maturity Date, the greater of 1,333,333 pounds or 70% of Seller’s
Share of Product (less the Existing Obligations) for such month, or, if 


 


6

















 


Seller’s
Share of Product for such month is less than 1,333,333 pounds, 100% of Seller’s
Share of Product (less the Existing Obligations) for such month.


 


(c)                                  for each month
commencing after the Bank Loan Maturity Date, a percentage of Seller’s Share of
Product (less the Existing Obligations) equal to the lesser of 2.5 times the
Buyer Ownership Percentage as of the first day of the quarter in which such
month falls or 100% of Seller’s Share of Product (less the Existing
Obligations) for such month.


 


2.2.2                                                If the Bank
Loan Rejection occurs and the Tranche 2 Closing Date occurs,


 


(a)                                  for each month
commencing prior to the expiration of the Existing Obligations, all of Seller’s
Share of Product for such month that are not committed pursuant to the Existing
Obligations.


 


(b)                                 for each month
commencing on or after the expiration of the Existing Obligations, but prior to
14 years after the date of commencement of Commercial Production, the greater
of 1,333,333 pounds or 70% of Seller’s Share of Product (less the Existing
Obligations) for such month, or, if Seller’s Share of Product for such month is
less than 1,333,333 pounds, 100% of Seller’s Share of Product (less the
Existing Obligations) for such month.


 


(c)                                  for each month
commencing on or after the date that is 14 years after the date of commencement
of Commercial Production, a percentage of Seller’s Share of Product (less the
Existing Obligations) equal to the lesser of 2.5 times the Buyer Ownership
Percentage as of the first day of the quarter in which such month falls or 100%
of Seller’s Share of Product (less the Existing Obligations) for such month.


 


2.2.3                                                If the Bank
Loan Rejection occurs and the Tranche 2 Closing Date does not occur,


 


(a)                                  for each month
commencing  prior to the expiration of
the Existing Obligations, one half of Seller’s Share of Product for such month
that are not committed pursuant to the Existing Obligations.


 


(b)                                 for each month
commencing on or after the expiration of the Existing Obligations, but prior to
14 years after the date of commencement of Commercial Production, the greater
of 666,667 pounds or 35% of Seller’s Share of Product (less the Existing
Obligations) for such month, or, if Seller’s Share of Product for such month is
less than 666,667 pounds, 100% of Seller’s Share of Product (less the Existing
Obligations) for such month.


 


(c)                                  for each month
commencing after the date that is 14 years after the date of commencement of
Commercial Production, a percentage of Seller’s Share of Product (less the
Existing Obligations) equal to the lesser of 1.25 times the Buyer Ownership
Percentage as of the first day of the quarter in which such month falls or 100%
of Seller’s Share of Product (less the Existing Obligations) for such month;


 


7

















 


provided
that, for purposes of Sections 2.2.1(c), 2.2.2(c) and
2.2.3(c), if, at the time of the occurrence of a Change of Control, the
Buyer Ownership Percentage is less than a five percent (5%), for purposes of Sections
2.2.1(c), 2.2.2(c) and 2.2.3(c), the Buyer Ownership
Percentage shall be deemed equal to the Buyer Ownership Percentage immediately
prior to such Change of Control, and shall be fixed at such Buyer Ownership
Percentage until the expiration or earlier termination of this Agreement.


 


2.3                               Delivery Schedule; Shortfalls.  Deliveries of the Products under this
Agreement will be made by Seller to Buyer in monthly installments.  Buyer and Seller will reasonably cooperate
with each other in connection with forecasting, ordering and delivery schedules
and procedures.  Without limiting the
foregoing, prior to the first day of each month, Seller shall provide Buyer
with the schedule for shipment of Product in the following month that commences
at least 30 days after the date the schedule is provided to the Buyer.  In the event that Seller does not deliver the
full installment amount of Products in any given month, Buyer is entitled to
demand that 100% of any such shortfall (the “Shortfall Amount”) be
delivered in the following six month(s), provided  that (a) Seller’s Share of
Product is sufficient to meet the Shortfall Amount, and (b) any Products
that any third party owns or controls, including any Products committed
pursuant to the Existing Obligations, will not be considered available for
fulfill any Shortfall Amount.  In the
event of such a shortfall, Seller agrees not to sell any Products to any third
party, except pursuant to the Existing Obligations, without Buyer’s prior
written consent unless and until any properly requested Shortfall Amount has
been delivered.


 


2.4                               Take-or-Pay. 
Except as set forth in this Section 2.4, Buyer shall take
delivery of Products made available by Seller in the amounts and on the terms
set forth in this Agreement. 
Notwithstanding anything herein to the contrary, Buyer agrees that in
the event that Buyer fails to take delivery of Products made available by
Seller in the amounts and on the terms set forth in this Agreement, (a) Buyer
will still be obligated to pay Seller with respect to such Products as though
Buyer had taken delivery pursuant to the terms of this Agreement, and (b) Seller
shall store such Product free of charge for 30 days after the initial delivery
date.  If Buyer has not taken the Products
30 days after the initial delivery date for any reason, Seller agrees to
continue to store the Products without cost to Buyer if Seller reasonably has
space and the availability to do without disruption of Seller’s
operations.  If after the initial 30 day
period Seller is unable to continue to store such Products on site for Buyer
without incurring additional costs for storage containers or other third party
expenses, then Buyer shall pay Seller all out-of-pocket expenses incurred by
Seller related to the storage, carrying and handling of such Product.  Seller shall invoice Buyer for the costs and
expenses related to the handling, carrying and storing of such Product.  If Seller fails to pay such invoice for a
period of 60 days after the issuance of such invoice, Seller shall have the
right to sell enough of the stored Product sufficient to pay such outstanding
invoice.  Notwithstanding the foregoing, (i) if
Buyer has not taken the Products on the initial delivery date because of an
Event of Force Majeure that makes it impossible for Buyer to take delivery,
Seller shall store Products for Buyer without cost to Buyer for the first 60
days during the continuation of such an Event of Force Majeure, and (ii) thereafter,
all such Products shall be treated as otherwise provided in this Section 2.4.


 


2.5                               Composition of Products.  Product shall be TMO powder in bulk super
sacks or other such form of TMO product manufactured by Seller.  No later than 30 days prior to the first day
of each quarter during the Term of this Agreement, Buyer shall notify Seller of
the 


 


8

















 


form of Product it wishes to purchase in the following quarter.  Seller shall produce the requested form of
Product unless it is commercially unreasonable to produce such form of
Product.  If Seller determines that a
requested form of Product is commercially unreasonable to produce, it will
deliver TMO powder in bulk super sacks, or such other form of Product that Buyer
requests that is commercially reasonable to produce.  Notwithstanding the foregoing, if Buyer
requests any change in the agreed form of Product supplied during any quarter,
Seller shall, subject to the terms of Section 3.2, and receipt of
reasonable advance notice from Buyer, use commercially reasonable efforts to
provide the new form of Product requested.


 


2.6                               Specifications.  The
specifications and technical requirements of the Products to be delivered
hereunder are set forth in Schedule A (the “Specifications”).  Notwithstanding anything to the contrary,
Buyer will not be required hereunder to purchase any Products which do not
comply with the Specifications.  Seller
will, at its expense, supply a certificate confirming that each shipment of
Products complies with the Specifications.


 


2.7                               Restrictions on Sales.


 


2.7.1                                                Without the
prior written consent of Seller (which shall be at the sole discretion of
Seller), until the expiration or earlier termination of the Sojitz Agreement,
Buyer will not (a) sell, transfer or otherwise distribute any Products
within Japan, or enter into an agreement or arrangement with another party for
its sale, transfer or distribution of Products within Japan, or (b) take
any other action to intentionally circumvent the restriction set forth in
clause (a) above.


 


2.7.2                                                Without the
prior written consent of Buyer (which shall be at the sole discretion of
Buyer), for a period commencing upon the expiration of the Existing Obligations
and ending upon the expiration or earlier termination of this Agreement, Seller
will not (a) sell, transfer or otherwise distribute any Products within
the People’s Republic of China, or enter into an agreement or arrangement with
another party for its sale, transfer or distribution of Products within the
People’s Republic of China, (b) take any other action to intentionally
circumvent the restriction set forth in clause (a) above, or (c) enter
into any agreement (other than any amendment or modification to the Existing
Obligations or the Eureka Moly LLC Agreement that does not increase the term of
such agreement or increase the amount of molybdenum product sold pursuant to
such agreement) having a term of one year or more pursuant to which Seller
agrees to supply molybdenum products from the Mount Hope Mine after the Trigger
Date, unless such agreement includes the following language (the “Exclusivity
Provision”):


 


“Without
the prior written consent of [Seller] (which shall be at the sole discretion of
[Seller]), [Product purchaser] will not (a) sell, transfer or otherwise
distribute any molybdenum products within the People’s Republic of China, or
enter into an agreement or arrangement with another party for its sale,
transfer or distribution of molybdenum products within the People’s Republic of
China or (b) take any other action to intentionally circumvent the
restriction set forth in clause (a) above.”


 


After
60 days prior written notice from Buyer to Seller that an Exclusivity Provision
has been breached, or after Seller’s knowledge, as defined in Section 9.11(c) of
the Securities Purchase


 


9
















 


Agreement,
of such a breach, Seller will terminate the agreement that has been breached,
unless Seller has notified Buyer in writing prior to the expiration of such
60-day period that it (a) does not believe an Exclusivity Provision has
been breached, or (b) that its investigation into whether such breach has
occurred is being diligently pursued, but has not been completed.


 


2.7.3                                                Without the
prior written consent of Seller (which shall be at the sole discretion of
Seller), for a period commencing upon the expiration of the Existing
Obligations and ending upon the expiration or earlier termination of this
Agreement, Buyer will not (a) sell, transfer or otherwise distribute any
Products within any of the countries set forth on Schedule C, or enter
into an agreement or arrangement with another party for its sale, transfer or
distribution of Products within any of the countries set forth on Schedule C,
or (b) take any other action to intentionally circumvent the restriction
set forth in clause (a) above.


 


2.8                               Buyer’s Failure to Pay.  Without limiting any other rights set forth
in this Agreement, including the termination rights set forth in Section 5,
Seller shall have no obligation to deliver any Products to Buyer if any invoice
required to be paid by Buyer pursuant to this Agreement remains unpaid for a
period of sixty days after the due date for such invoice, unless such invoice
is being contested in good faith.  In the
case of a dispute, the undisputed portion of the invoice shall be paid in
accordance with the terms of this Agreement and the contested portion of the
invoice shall be resolved in accordance with this Agreement.


 


2.9                               Amount of Product.  If Buyer is purchasing Products pursuant to Section 2.2.1(b),
2.2.2(b) or 2.2.3(b):


 


2.9.1                                                by November 1
of each year Seller shall provide Buyer with Seller’s best estimate and
forecast of Product production at the Mount Hope Mine for the following year on
a month-to-month basis of (i) estimated production and (ii) Buyer’s
share of that production.  The determination
whether 16,000,000 pounds or 70% of Seller’s Share of Product is greater for
the following year shall be based on such forecast, and sales in the following
year shall be based on such determination.


 


2.9.2                                                by April 15,
July 15 and October 15 of each year (commencing with April 15 of
the second year in which Product is sold pursuant to Section 2.2.1(b),
2.2.2(b) or 2.2.3(b)), Seller will inform Buyer whether, for
the prior quarter 4,000,000 pounds or 70% of Seller’s Share of Product was
greater for the prior quarter.  If Buyer
purchased less Product than it was required to purchase pursuant to Section 2.2.1(b),
2.2.2(b) or 2.2.3(b) during the prior quarter, then
Seller shall sell to Buyer an amount of Product equal such deficiency.  Such Product shall be delivered FCA Delivery
Point as soon as practicable at a price equal to the average Product Price for
the prior quarter.


 


2.9.3                                                by January 15
of each year (commencing with January 15 of the third year in which
Product is sold pursuant to Section 2.2.1(b), 2.2.2(b) or
2.2.3(b)), Seller will inform Buyer whether, for the prior year
16,000,000 pounds or 70% of Seller’s Share of Product was greater for the prior
year.  If Buyer purchased less Product
than it was required to purchase pursuant to Section 2.2.1(b), 2.2.2(b) or
2.2.3(b) during the prior year, then Seller shall sell to Buyer an
amount of Product equal such deficiency. 
Such Product shall be delivered FCA Delivery Point as soon as
practicable at a price equal to the average Product Price for the prior 


 


10

















 


year.  If Buyer purchased more Product than it was
required to purchase pursuant to Section 2.2.1(b), 2.2.2(b) or
2.2.3(b) during the prior year then, such oversupply of Product
shall be deducted from the amount of Product delivered over the course of the
first quarter of the current year.


 


2.10                        Beneficial Ownership Reporting.


 


2.10.1                                          If the Buyer
Ownership Percentage is less than 5% and this Agreement would have expired but
for Buyer’s continuing guarantee of the Bank Loan, Buyer shall deliver to
Seller prior to the first day of each quarter a Statement of Beneficial
Ownership for such quarter.


 


2.10.2                                          If, for any
quarter, Buyer fails to deliver a Statement of Beneficial Ownership, Seller may
deem the Buyer Ownership Percentage to be the same as reported in the last
Statement of Beneficial Ownership received by Seller.  If, due to a failure to deliver a Statement
of Beneficial Ownership, Buyer purchases an amount of Product that is different
than the amount it was required to purchase, that difference shall be added or
subtracted, as appropriate, to the amount of Product delivered to Buyer as soon
as practicable following Seller’s receipt of the delayed Statement of
Beneficial Ownership, and shall be priced at the average Product Price for the
month in which it should have been delivered.


 


3.                                      Pricing and Payment Terms.  The price payable by Buyer
to Seller for Products supplied by Seller to Buyer pursuant to this Agreement
(the “Product Price”) shall be (a) for 75% of Products delivered,
equal to the Adjusted Market Price plus the Additional Product Price, if
applicable; and (b) for 25% of Products delivered, equal to the Base
Product Price plus the Additional Product Price, if applicable, subject to adjustment
as set forth elsewhere in this Agreement.


 


3.1                               Base Product Price.  The base price payable by Buyer to Seller for
Products supplied by Seller to Buyer pursuant to this Agreement (the “Base
Product Price”) will be as follows:


 


3.1.1                                                If the Market Price
is less than or equal to the Floor Price, the Base Product Price will be equal
to the Floor Price; and


 


3.1.2                                                If the Market
Price exceeds the Floor Price, the Base Product Price will be determined as
follows:


 


	
   

  	
  (a)

  	
  If
  the Market Price is less than or equal to the First Threshold, the Base
  Product Price will be calculated as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floor Price

  
	
   

  	
  +  

  	
  [(Market Price – Floor Price) x {****}]

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If
  the Market Price is more than the First Threshold but less than the Second
  Threshold, the Base Product Price will be calculated as follows:

  



 


11

















 


	
   

  	
   

  	
  Floor Price

  
	
   

  	
  +  

  	
  [(First Threshold – Floor Price)  x  {****}]

  
	
   

  	
  +  

  	
  [(Market Price – First Threshold)  x  {****}]

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  If
  the Market Price exceeds the Second Threshold, the Product Price will be
  calculated as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floor Price

  
	
   

  	
  +  

  	
  [(First Threshold – Floor Price)   x  {****}]

  
	
   

  	
  +  

  	
  [(Second Threshold – First Threshold)  x  {****}]

  
	
   

  	
  +  

  	
  [(Market Price – Second Threshold)  x  {****}]

  



 


3.2                               Additional Product Price.  Buyer will pay an additional amount (the “Additional
Product Price”) for Products that are supplied hereunder (as agreed to by
Buyer and Seller as set forth herein) in a form other than TMO powder packaged
in bulk super sacks, equal to Seller’s additional costs to (i) convert
such Products from the form required to be delivered hereunder to such other
form of Products, and (ii) package such other form of Product, plus 10% of such additional cost.


 


3.3                               Entry into Other Supply Agreements.  If, during the Term, Seller enters into any
other agreement or series of related agreements (a) pursuant to which
Seller agrees to supply molybdenum products from the Mount Hope Mine to a third
party prior to the Trigger Date or (b) having a term of one year or more
pursuant to which Seller agrees to supply molybdenum products from the Mount
Hope Mine after the Trigger Date, and in either case such agreement
contemplates a floor price that is more than US${****} per pound lower than the
Floor Price in effect in any month during the Term, then Seller will promptly
provide Buyer notice thereof together with a copy of such agreement(s).  Within 30 days of delivery of such
notice, Buyer may, at its option, deliver written notice to Seller of its
desire to amend this Agreement to provide for the same monthly floor price and
all other financial terms and conditions as such new agreement(s), and the
parties agree to cooperate promptly and in good faith to prepare and execute
such amendment.  If the parties are
unable to do so within 60 days after delivery of Buyer’s notice of its
desire to amend this Agreement, such matter will be resolved pursuant to the
procedures set forth in Section 22.


 


3.4                               Determination of Market Price.  No later than November 30 of each year
during the term of this Agreement, Buyer will give written notice to Seller of
the percentage of Product to be delivered during the following calendar year to
which the pricing basis described in clause (a) of the definition of “Market
Price” in Section 1.1 will apply, and the percentage of Product to be
delivered during the following year to which the pricing basis described in
clause (b) of the definition of “Market Price” in Section 1.1 will
apply, which will aggregate 100%.


 


4.                                      Deliveries and Invoices.


 


4.1                               Delivery Point. 
Except as otherwise set forth herein, all Products will be delivered to
the Delivery Point.  The Product Price
calculations provided in this Agreement are 


 


12

















 


on an FCA Delivery Point basis for delivery by Seller to the Delivery
Point.  Title and risk in each shipment
of Products will pass from Seller to Buyer upon delivery  FCA Delivery Point.


 


4.2                               Invoices.


 


4.2.1                                                On or after the
earlier of Seller’s receipt of a bill of lading evidencing Buyer’s receipt of
Product at the Delivery Point, and the end of each month, Seller will invoice
Buyer by sending an invoice to the Competent Authority for the Product
delivered (or for which Buyer is obligated to pay pursuant to Section 2.4
during that month), and the corresponding Product Price.


 


4.2.2                                                If at the time
of Seller’s receipt of a bill of lading or the end of a month, the price for
the Product sold has not been determined, Seller will issue a provisional
invoice based on the average Product Price of Products delivered in the prior
month in which the Product Price was known (a “Provisional Invoice”).  If a Provisional Invoice is issued, Buyer
shall pay 90% of the amount of such Provisional Invoice pursuant to the terms
of Section 4.2.  Seller shall
issue a final invoice as soon as the correct Product Price is known, which
shall set forth the difference, if any, between the amount paid pursuant to the
Provisional Invoice and the correct Product Price.  To the extent that the actual Product Price
exceeds the amount paid pursuant to the Provisional Invoice, Buyer shall
promptly pay such difference to Seller. 
To the extent that the actual Product Price is less than the amount paid
pursuant to the Provisional Invoice, such amount shall be credited against the
amount owed by Buyer on the next invoice issued by Seller to Buyer.


 


4.2.3                                                The amount
shown on such invoice (or 90% of the amount in the case of a Provisional
Invoice) will be due and payable by wire transfer to an account identified by Seller
within 30 days of the issuance of the invoice.  If Buyer fails to pay any invoice amount due
pursuant to this Agreement on or before the applicable due date, interest on
the unpaid amount at a rate per annum equal to Three-Month LIBOR plus 1.5% will
accrue daily from the applicable due date until the date the unpaid amount is
paid and shall be due and payable at the time when the unpaid amount is paid or
otherwise within five Business Days after demand by Seller therefor.


 


4.3                               Assaying Adjustments.


 


4.3.1                                                Buyer has the
right to appoint a neutral sampler (the “Sampler”), approved by Seller
(which approval will not be unreasonably withheld or delayed), to take samples
of the Products at the Delivery Point. 
In the event that Buyer determines that Seller has delivered
non-conforming Product which should result in an adjustment to the Product
Price (an “Assay Adjustment”), Buyer will notify Seller in writing of
such determination (along with its results of analysis of such Product) within
60 days of delivery of such Product. 
Buyer and Seller will appoint a mutually agreeable third party to assist
in the resolution of such matter (the “Referee”) within 30 days of
delivery of such notice.  If Buyer and
Seller fail to appoint the Referee within such 30-day period, SGS Group (or
such other mutually agreeable third party, in the event that SGS Group or its
successor ceases to exist) will appoint the Referee at either Buyer’s or Seller’s
request.  The Referee will analyze the
sample of such Product taken by the Sampler and the closest to the Referee’s
results of either the assay set forth in the notice 


 


13

















 


delivered
by Buyer pursuant to this Section 4.3.1, or the assay set forth in
the relevant certificate supplied by Seller pursuant to Section 2.6
will be final and binding upon Buyer and Seller, in the event of a tie the
Referee results will govern.


 


4.3.2                                                The costs and
expenses related to the procedures set forth in this Section 4.3
(including the costs of the Sampler) will be borne by the party whose results
are furthest from the results of the Sampler. 
In the event that the results of the Sampler are exactly between those
of Seller and the Buyer, each of Seller and the Buyer will bear 50% of any such
costs and expenses.  For the purpose of
the foregoing, the “results” of Seller will refer to the assay results set
forth on the related invoice.


 


4.3.3                                                In the event
that the final determination results in an obligation on a party to pay
additional amounts or to reimburse any sum, such payment or reimbursement will
be settled promptly by credit or debit notes and the invoice following the
final determination shall be adjusted accordingly.


 


4.4                               No Prejudice. 
Payment of an invoice by Buyer does not constitute acceptance of the
Products covered by such invoice and is without prejudice to any and all claims
Buyer may have against Seller in connection therewith.  Buyer will have the right to accept any
portion of any shipment of Products notwithstanding that it may reject the
balance thereof.  Acceptance by Buyer of
all or any portion of a shipment of Products will not constitute a waiver of
any claim which Buyer may have regarding the Products.


 


5.                                      Term; Termination.


 


5.1                               Term.  The initial
term of this Agreement will commence on the Effective Date and expire on the
later of (a) the first date after the Bank Loan Maturity Date when the
Buyer Ownership Percentage is less than 5% and (b) the date the Buyer
ceases to guarantee the Bank Loan, unless sooner terminated in accordance with
this Section 5; provided, however,  this Agreement shall not expire
automatically pursuant to subsection (a) if the Buyer Ownership Percentage
is less than 5% due to a Change of Control or the occurrence of a Major
Transaction.


 


5.2                               Termination.  This
Agreement may be terminated by:


 


5.2.1                                                either Buyer or
Seller at any time in the event of a material breach of this Agreement by the
other, provided a written termination notice identifying the material
breach has been given to the breaching party and the breach has not been cured
within 60 days from the date of said notice; provided  further  that for clarification purposes any
breach of Section 2.7 will be considered to be a “material breach”
of this Agreement; or


 


5.2.2                                                either Buyer or
Seller at any time, by written notice, in the event:


 


(a)                                  of insolvency
of the other;


 


(b)                                 of the filing
of a voluntary petition in bankruptcy of the other;


 


14

















 


(c)                                  of the making
of an assignment for the benefit of creditors by the other, excluding
assignments of accounts receivable;


 


(d)                                 of the
inability of the other to pay its debts as they come due;


 


(e)                                  the other has a
receiver or other custodian of any kind appointed to administer any substantial
amount of the other’s property;


 


(f)                                    of the filing
of an involuntary petition in bankruptcy with respect to the other;


 


(g)                                 any proceedings
for the reorganization of the other, or for the readjustment of any of the
other’s debts, under any laws, now or hereafter existing, for the relief of
insolvent debtors, will be commenced by or against the other; or


 


(h)                                 of the
discontinuation of the other of its business;


 


5.2.3                                                by Buyer, in
the event that after the Trigger Date, Seller fails to meet the delivery
requirements of Products set forth in Section 2 for a period of
ninety days, provided a written termination notice identifying the
failure to delivery Product has been given to Seller and the failure has not
been corrected within 30 days from the date such notice was given; or


 


5.2.4                                                by Seller, in
the event that Buyer fails to pay any amount required to be paid by Buyer
pursuant to this Agreement on or before the due date therefor under this
Agreement, provided a written termination notice identifying the unpaid
amount has been given to Buyer and the invoice has not been paid within 60 days
from the date such notice was given; or


 


5.2.5                                                by Seller, in
the event that Buyer fails to provide a Statement of Beneficial Ownership due
pursuant to Section 2.10 for a period of 30 days after such statement
is due, provided a written termination notice identifying the failure to
provide a Statement of Beneficial Ownership has been given to Buyer and the
Statement of Beneficial Ownership has not been delivered to Seller within 60
days from the date such notice was given.


 


5.3                               Effect of Termination.  Unless notified otherwise by Buyer, upon a
termination of this Agreement, Seller will fill all outstanding obligations to
supply the Products in accordance with the terms of this Agreement.  Buyer will accept and pay for all conforming
Products delivered in accordance herewith. 
Termination will be without prejudice to the rights and obligations of
the parties which have accrued prior to the effective date of termination.  Sections 4, 6 and 8
through 24, inclusive, will survive the expiration or termination of
this Agreement.


 


15

















 


6.                                      Indemnification.


 


6.1                               Procedure.  If Buyer
claims that any of the Products fail to conform with the Specifications or fail
to be in compliance with all applicable laws (excluding claims relating to
Assay Adjustments which will be resolved in accordance with Section 4.3),
Buyer will notify Seller of its claim (“Claim”), and provide Seller with
all relevant documentation of the Claim, no later than 60 days after the
date of delivery of such Products.  Upon
receipt of a Claim, Seller will have the right to inspect such Products and all
evidence of the Claim, and Seller and Buyer will attempt to reach an agreement
as to whether the Claim is valid.


 


6.2                               Remedies.  If it is
determined by Buyer and Seller that the Claim is valid, Seller will elect one
of the following actions to remedy the failure, and will deliver notice thereof
to Buyer 30 days prior to taking any such action:


 


6.2.1                                                delivering to
Buyer conforming Products to replace the nonconforming Products;


 


6.2.2                                                refunding to
Buyer the purchase price paid by Buyer with respect to the nonconforming
Products in return provided that Seller will have the option to take possession
of the nonconforming Products; or


 


6.2.3                                                applying a
credit to the next purchase to be made by Buyer hereunder.


 


If,
upon receipt of notice of the intent to take one of the actions above, Buyer
instead desires Seller to take another action listed above to remedy the
failure, Buyer will deliver notice of such desire to Seller.  If upon delivery of such notice Buyer and
Seller do not agree on the action to be taken, such matter will be resolved
pursuant to the arbitration procedures set forth in Section 22.  The removal and replacement of nonconforming
Products will be at Seller’s sole expense (including all costs of
transportation, duties, taxes and insurance), and Seller will reimburse Buyer
for all costs (including all costs incurred with respect to transportation, duties,
taxes and insurance) incurred by Buyer in connection with the replacement of
nonconforming Products.


 


If
Buyer and Seller cannot agree on the validity of a Claim, such matter will be
considered a Dispute and will be resolved pursuant to the procedures set forth
in Section 22.


 


6.3                               Limitations.  TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS PROVIDED HEREIN,
SELLER EXPRESSLY DISCLAIMS, AND MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF
ANY TYPE, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE
OR OTHERWISE, WITH RESPECT TO THE PRODUCTS.


 


6.4                               Indemnification by Seller.  Seller will at all times defend, indemnify,
protect and hold harmless Buyer and its affiliates and their directors,
officers, agents, employees, participants and assigns, from and against any and
all Losses arising in whole or in part out of the willful misconduct and/or
negligent performance of any obligations of Seller under this Agreement; provided,  however, that Seller will not be
required to indemnify any indemnified Person for any Losses to the extent
resulting from the misconduct or negligence of such indemnified Person.


 


16

















 


7.                                      Force Majeure.  Neither Buyer nor Seller will be liable to
the other for default or delay in the performance of its obligations hereunder
when and to the extent that such default or delay is caused by order,
injunction or stay entered by any court with valid jurisdiction, war, civil
commotion, strike, labor dispute, work stoppage or slowdown, storm,
earthquake, explosion, insurrection, epidemic or quarantine restriction, fire,
flood, act of God, the inability to maintain in full force and effect all
permits required to carry out planned mining operations due to intervention of
government  or any other similar
contingency beyond the reasonable control of the parties (the occurrence of any
of the foregoing will be an “Event of Force Majeure”); provided, however,
that no Event of Force Majeure will have occurred in the event of a strike,
labor dispute, work stoppage or slowdown initiated by, or involving only,
workers or employees within Seller’s organization.  The 
occurrence of an Event of Force Majeure will not terminate this
Agreement, absent the written consent of the parties otherwise; provided, however, that Buyer may, at its
option, terminate this Agreement if an Event of Force Majeure prevents, or
Buyer reasonably anticipates that it will prevent, Seller from meeting its
obligations in whole or in substantial part under this Agreement for more than
ninety consecutive days during the Term. 
Both Seller and Buyer will use their commercially reasonable best
efforts to avoid the occurrence and remove the causes of an Event of Force
Majeure and to continue performance of their respective obligations hereunder
promptly following the removal of such causes. 
If an Event of Force Majeure prevents a party from meeting its
obligations hereunder in part, but not in whole, the parties will use their commercially
reasonable best efforts to equitably adjust the parties’ respective obligations
hereunder consistent with and in furtherance of the purposes hereof.  Should Seller invoke force majeure
conditions, the Buyer will be entitled to obtain from alternative sources such
Products as it reasonably requires during the period that Events of Force
Majeure subsist, and the quantities Products obtained under such conditions
will be deducted from the amount of Products Buyer is required to purchase
hereunder.


 


8.                                      Confidentiality.


 


8.1                                 During the Term,
each of Buyer and Seller will be in a position to receive certain of each other’s
confidential, privileged and proprietary information (“Confidential
Information”); provided that Confidential Information excludes any
information:


 


8.1.1                                                which is or
becomes available to the public through no act, omission or fault of, and
absent any breach of a covenant or obligation hereunder by, the party whose
obligation it is to keep such information confidential;


 


8.1.2                                                which the party
whose obligation it is to keep such information confidential may have received
lawfully from any third party without restrictions as to disclosure thereof and
without breach of this Agreement; or


 


8.1.3                                                which was
developed by the party whose obligation it is to keep such information confidential
without (as established by documentation or by other appropriate evidence) the
use of the other party’s Confidential Information or any breach of this
Agreement or any other agreement.


 


Seller
agrees that the Confidential Information of Buyer, and Buyer agrees that the
Confidential Information of Seller, is an integral and key part of the assets
of each respective 


 


17

















 


entity
and that the unauthorized use or disclosure of the other party’s Confidential
Information would seriously damage the owner thereof in its business.  As a consequence of the above, Seller and
Buyer hereby agree that, during the Term and thereafter:


 


8.2                                 During the term
of this Agreement and until the fifth anniversary of the expiration or earlier
termination of this Agreement, neither of Seller and Buyer will, directly or
indirectly:


 


8.2.1                                                use any of the
other party’s Confidential Information, except as may be necessary to perform
its obligations hereunder; or


 


8.2.2                                                disclose, furnish
or make accessible, or cause any person to disclose, furnish or make
accessible, any aspect of the other party’s Confidential Information to any
Person (other than the other party),


 


except,
in either case Section 8.2.1 or 8.2.2, as set forth in Section 8.1.2
or as may be expressly authorized by the other party in writing or as required
by Law or pursuant to a court order; provided, however, that prior to any compelled disclosure,
the party whose obligation it is to keep such information confidential will
have given the other party notice of the circumstances relating to such
compelled disclosure and an opportunity to seek an appropriate protective order
with respect thereto.


 


8.3                                 Except as
required by Law or pursuant to a court order, each of Seller and Buyer will:


 


8.3.1                                                use no less
than the care a reasonably prudent Person would use in safeguarding his, her or
its Confidential Information;


 


8.3.2                                                limit access to
the other party’s Confidential Information to its employees and representatives
who require access to such Confidential Information for the purposes of
performing its obligations hereunder and who have agreed to be bound by the
terms of this Section 8; and


 


8.3.3                                                refrain from
any action or conduct which might reasonably or foreseeably be expected to
compromise the confidential, privileged or proprietary nature of the other
party’s Confidential Information.


 


8.4                                 Each of Seller
and Buyer will comply with reasonable requests made by the other from time to
time regarding the protection of the confidential, privileged and proprietary
nature of the other party’s Confidential Information.  Upon the written request of either party, the
other party will promptly return to the requesting party all of the requesting
party’s Confidential Information, including any and all copies and summaries
thereof, in each case in any format (whether written, electronic or otherwise).


 


8.5                                 For purposes of
this Section 8, the term the “Seller” will include all Affiliates
of Seller, and the term “Buyer” will include all Affiliates of Buyer.  Nothing in this Section 8 will
operate to prevent a party from disclosing such information as is required by


 


18






 


 












 


applicable
Law or the rules or policies of any securities exchange on which a party’s
securities may be listed.


 


9.                                      Waiver.  The failure of any party to enforce at any
time any of the provisions of this Agreement will in no way be construed to
constitute a waiver of any such provision nor in any way to affect the validity
of this Agreement or any part hereof, including the right of any party
thereafter to enforce each and every provision. 
The waiver by any party of any breach or violation of any provision of
this Agreement by the other parties will not operate or be construed to be a
waiver of any subsequent breach or violation thereof.


 


10.                               Governing Law; Language.  This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by
the laws of the State of New York, including Section 5-1401 of the New
York General Obligation Law, applicable to agreements made and to be performed
entirely within the State of New York, without giving effect to the conflict of
law principles thereof that would cause the application of the laws of any
jurisdiction other than the State of New York. 
This Agreement has been negotiated and executed by the parties in
English.  In the event any translation of
this Agreement is prepared for convenience or any other purpose, the provisions
of the English version shall govern.  For
the avoidance of doubt, to the extent it would otherwise be applicable, the
United Nations Convention on the International Sales of Goods shall not apply
to this Agreement, and all questions of interpretation regarding the sale of
any goods purchased under this Agreement shall be determined in accordance with
the Uniform Commercial Code as adopted and in effect in the State of New York.


 


11.                               Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing, shall be addressed to the receiving party’s address set forth below or
to such other address as a party may designate by notice under this Section 11,
and shall be either (a) delivered by hand, (b) made by telecopy or
facsimile transmission or (c) sent by Federal Express, DHL, UPS or another
internationally recognized delivery service.


 


	
  If to Buyer

  	
   

  	
   

  
	
  or Guarantor:

  	
   

  	
  China Han Long Mining
  Development Limited

  
	
   

  	
   

  	
  Suite 2903, 9
  Castlereagh Street,

  
	
   

  	
   

  	
  Sydney NSW 2000 Australia

  
	
   

  	
   

  	
  Attention:  Steven Xiao

  
	
   

  	
   

  	
  Facsimile:  +61 29235 2482

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  McCarthy Tétrault

  
	
   

  	
   

  	
  Suite 1300, Pacific
  Centre

  
	
   

  	
   

  	
  777 Dunsmuir Street

  
	
   

  	
   

  	
  Vancouver, British
  Columbia

  
	
   

  	
   

  	
  V7Y 1K2 Canada

  
	
   

  	
   

  	
  Attention:  Joyce Lee

  
	
   

  	
   

  	
  Facsimile:  +1 (604) 643-7900

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Parr Brown Gee &
  Loveless

  



 


19

















 


	
   

  	
   

  	
  185 South State Street

  
	
   

  	
   

  	
  Suite 800

  
	
   

  	
   

  	
  Salt Lake City, Utah 84111

  
	
   

  	
   

  	
  U.S.A.

  
	
   

  	
   

  	
  Attention:  Scott W. Loveless

  
	
   

  	
   

  	
  Facsimile:  +1 (801) 532-7750

  
	
   

  	
   

  	
   

  
	
  If to Seller:

  	
   

  	
  General Moly, Inc.

  
	
   

  	
   

  	
  1726 Cole Blvd.

  
	
   

  	
   

  	
  Suite 115

  
	
   

  	
   

  	
  Lakewood, CO 80401

  
	
   

  	
   

  	
  U.S.A.

  
	
   

  	
   

  	
  Attention:  Chief Executive Officer

  
	
   

  	
   

  	
  Facsimile:  +1 (303) 928-8598

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Holme Roberts &
  Owen LLP

  
	
   

  	
   

  	
  1700 Lincoln Street

  
	
   

  	
   

  	
  Suite 4100

  
	
   

  	
   

  	
  Denver, CO 80203-4541

  
	
   

  	
   

  	
  U.S.A.

  
	
   

  	
   

  	
  Attention:  W. Dean Salter, Esq.

  
	
   

  	
   

  	
  Facsimile:  +1 (303) 866-0200

  



 


All
notices, requests, consents and other communications hereunder shall be deemed
to have been given (i) if by hand, at the time of the delivery thereof to
the receiving party at the address of such party set forth above; (ii) if
by telecopy or facsimile transmission, on the day that receipt thereof has been
acknowledged by electronic confirmation or otherwise; or (iii) if sent by
internationally recognized delivery service, on the day of actual receipt.


 


12.                               Rules of Construction.  The parties hereto agree that they have been
represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement
or other document will be construed against the party drafting such agreement
or document.


 


13.                               Assignment; No Benefit.  This Agreement will be binding upon, inure to
the benefit of and be enforceable by the respective successors and permitted
assigns of the parties.  This Agreement
may not be assigned or otherwise transferred by Buyer or Seller without the
prior written consent of the other; provided that Buyer may, without the
consent of Seller, assign its rights and obligations under this Agreement to an
Affiliate of Buyer.  Buyer hereby
acknowledges that any proposed assignment by Buyer to any other party, by
operation of law or otherwise, is subject to Seller’s consent, which will be in
Seller’s sole discretion and may be conditioned upon amendment to the payment
terms set forth herein. Except as expressly contemplated by Section 6.4,
nothing in this Agreement shall be construed to create any rights or 


 


20

















 


obligations except between the parties, and no Person shall be regarded
as a third-party beneficiary of this Agreement.


 


14.                               Relationship of the Parties.  It is understood that each party is
conducting business as a separate and distinct legal entity.  Under no circumstances will any party, its
agents and/or employees be considered agents, partners, representatives or
employees of the other parties.  No party
will have the right to act as the legal representative of the other parties or
to bind such other parties in any respect whatsoever or to incur any debts or
liability in the name of or on behalf of such other parties.  This Agreement creates no relationships of
joint venturers, partners, associates or principal and agent between the
parties.


 


15.                               Severability.  The provisions of this Agreement will be
deemed severable and the invalidity or unenforceability of any provision will
not affect the validity or enforceability of the other provisions hereof;
provided that if any provision of this Agreement, as applied to any party or to
any circumstance, is adjusted by a governmental body, arbitrator, or mediator
not to be enforceable in accordance with its terms, the parties agree that the
governmental body, arbitrator, or mediator making such determination will have
the power to modify the provision in a manner consistent with its objectives
such that it is enforceable, and/or to delete specific words or phrases, and in
its reduced form, such provision will then be enforceable and will be enforced.


 


16.                               Taxes and Expenses.  Except as expressly provided herein, each
party will be responsible for payment of all taxes, if any, imposed upon it by
applicable Law in connection with this Agreement; provided, that with
respect to any new or increased taxes that come into effect due to changes in
Law after the date of this Agreement, Seller will only be responsible for the
portion of such taxes that are commonly borne by suppliers of Products in the
industry.  Each party will pay all of its
own administrative expenses, including the fees and expenses of its counsel and
other agents and representatives, incurred in connection with the preparation,
execution and performance of this Agreement. Notwithstanding any provision in
this Agreement, Seller will deduct and withhold any and all amounts required to
be withheld and paid to any taxing authority in respect of any payments to be
made to Buyer.  In no event will Seller
pay any “additional amounts” or “gross-up” payments to Buyer in order to
compensate Buyer for any reduction in the net after-tax proceeds it receives as
a result of any amounts deducted and withheld by Seller.


 


17.                               Currency.  All references to dollars or amounts of money
in this Agreement will be in Dollars.


 


18.                               Counterparts.  This Agreement may be executed in
counterparts (including by facsimile or similar means of electronic
communication), each of which shall be deemed an original and all of which
together shall constitute one agreement. 
This Agreement may be executed by facsimile signatures.


 


19.                               Entire Agreement.  This Agreement, including schedules, exhibits
or other documents referred to herein, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. 
No statement, representation, warranty, covenant or agreement of any
kind not expressly set forth in this 


 


21

















 


Agreement shall affect, or be used to interpret, change or restrict,
the express terms and provisions of this Agreement.


 


20.                               Amendment.  The terms and provisions of the Agreement may
be modified, amended or waived, or consent for the departure from such terms
and provisions may be granted, only by written consent of Seller and
Buyer.  Each such waiver or consent shall
be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


21.                               Waiver of Jury Trial.  Each of the parties hereto hereby waives to
the fullest extent permitted by applicable Law any right it may have to a trial
by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement or the transactions contemplated
hereby.


 


22.                               Dispute Resolution.  All disputes between the parties arising out
of, relating to or in connection with this Agreement (a “Dispute”) and
not otherwise settled by agreement between the parties shall be exclusively and
finally settled in accordance with Schedule 4 of the Securities Purchase
Agreement, which hereby is incorporated, mutatis
mutandis, by reference into this Agreement.


 


23.                               Limitation of Liability.  UNDER NO CIRCUMSTANCES WILL THE COMPANY OR
BUYER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES HEREUNDER OR IN CONNECTION HEREWITH.


 


24.                               Remedies Cumulative.  All remedies available to the parties for
breach of this Agreement are cumulative and may be exercised concurrently or
separately, and the exercise of any one remedy shall not be deemed an election
of such remedy to the exclusion of other remedies.


 


25.                               Safety, Health and the Environment.


 


25.1                           Safety at work,
in particular safety of the parties and their personnel and those of their
visitors, is a priority for the parties. 
Each party fully endorses these policies and adopts them as its own, in
so far as they relate to the performance of its obligations under this
Agreement.


 


25.2                           Each party’s
staff shall comply with the relevant safety rules of applicable Law,
including those related to protective clothing and safety equipment and any
local rules applicable to the plants.


 


25.3                           Each party
reserves the right to refuse access to any of its facilities to any of the
other party’s staff or those of its sub-contractors and suppliers for failure
to comply with safety, health and environmental rules.


 


25.4                           Seller shall
not bring any radioactive, materials or equipment onto Seller’s premises (but
accepts no liability in relation to risk of such contamination by third
parties, the transporter, or other causes beyond its reasonable control).


 


22

















 


25.5                           Without
prejudice to the generality of its obligations under this clause, each party
shall use all practicable and reasonable means to:


 


25.5.1                                          prevent or
counteract the unlawful emission of any hazardous and/or radioactive substance
from the Products loaded hereunder;


 


25.5.2                                          avoid the
unlawful discharge from the Products as loaded hereunder into any drains or
other conducting media of any hazardous and/or radioactive substance;


 


25.5.3                                          prevent the
unlawful generation, accumulation or migration of any hazardous and/or
radioactive substance from the Products loaded hereunder; and


 


25.5.4                                          prevent any
environmental claims arising, or any circumstances arising likely to result in
any environmental claims, resulting from or caused by the condition of Products
as loaded hereunder,


 


in
so far as such hazardous and/or radioactive substance is, or should be, under
the control of such party pursuant to this Agreement.


 


26.                               No Fraud; No Corruption.  Each party shall take all necessary steps, in
accordance with good industry practice, to prevent any fraudulent activity by
such party (including its employees) in connection with invoicing or payment
pursuant to this Agreement.  Each party
shall notify the other immediately if it has discovered that any such fraud has
occurred or is occurring.  No party has
offered or given, or agreed to give, to any employee, servant or representative
of the other party any personal gift, commission or other consideration of any
kind as an inducement or reward for doing, refraining from doing, or for having
done or refrained from doing, any act in relation to the obtaining or execution
or performance of this Agreement.


 


27.                               Guaranty.


 


27.1                        Guarantor
hereby guarantees to Seller the performance of all of Buyer’s obligations
arising under this Agreement.  This
guaranty is an absolute, present and continuing guaranty of payment, and is in
no way conditioned or contingent upon any attempt to collect from Buyer or upon
any other condition or contingency.  If
Buyer shall fail to make any payment due to Seller pursuant to this Agreement,
after the expiration of any applicable cure period set forth herein, Guarantor
will immediately pay the same to Seller, with interest on any overdue amount,
if any, and (to the extent permitted under applicable Law) on any overdue
interest, from the date the same became due and payable to the date of payment
at the interest rate set forth in Section 4.2  plus 4%.


 


27.2                        This guaranty
shall remain in full force and effect without regard to, and the obligations of
Guarantor hereunder shall not be affected or impaired by: (a) any
amendment or modification of or addition or supplement to this Agreement; (b) any
extension, indulgence or other action or inaction in respect of this Agreement;
(c) any default by Buyer under, or any invalidity or unenforceability of,
or, any irregularity or other defect in, this Agreement; (d) any exercise
or non-exercise of any right, remedy, power or privilege in respect of this
Agreement; 


 


23

















 


(e) any
cessation of Guarantor’s affiliation with Buyer; (f) any bankruptcy,
insolvency, reorganization or similar proceeding involving or affecting Buyer;
or (g) any other circumstance, whether or not Guarantor shall have had
notice or knowledge of any of the foregoing.


 


27.3                        Guarantor
unconditionally and irrevocably waives:  (a) notice
of any of the matters referred to in the preceding paragraph hereof; (b) all
notices that may be required by Law or otherwise to preserve any rights of
Seller against Guarantor, including notice to Guarantor of default and demand
of payment from Buyer and protest for non-payment; (c) any right to the
exercise by Seller of any right, remedy, power or privilege of Seller; and (d) any
requirement of diligence on the part of Seller.


 


27.4                        Guarantor will
reimburse Seller for all costs of collection or enforcement (including
attorneys’ fees and expenses) incurred by Seller in enforcing the obligations
of Guarantor under this Section 27.


 


[Signature page follows]


 


24

















 


The
parties have executed this Agreement as of the date first above written.


 


	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL MOLY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
  Name:

  	
  Bruce
  D. Hansen

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEVADA MOLY, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
  Name:

  	
  Bruce
  D. Hansen

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  



 


[SIGNATURE
PAGE OF MOLYBDENUM SUPPLY AGREEMENT]


 

















 


	
   

  	
  BUYER:

  
	
   

  
	
   

  	
  CHINA HAN LONG MINING DEVELOPMENT LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lau Hon

  
	
   

  	
  Name:

  	
  Lau
  Hon

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hui Xiao

  
	
   

  	
  Name:

  	
  Hui
  Xiao

  
	
   

  	
  Title:

  	
  Director

  
	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  
	
   

  	
  HANLONG (USA) MINING INVESTMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lau Hon

  
	
   

  	
  Name:

  	
  Lau
  Hon

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hui Xiao

  
	
   

  	
  Name:

  	
  Hui
  Xiao

  
	
   

  	
  Title:

  	
  President

  
				



 


[SIGNATURE PAGE OF MOLYBDENUM SUPPLY AGREEMENT]


 






 












 


SCHEDULE A

(to Molybdenum Supply Agreement)


 


Technical Molybdic Oxide, Western Grade


 


SPECIFICATION MOLYBDENUM
OXIDE


 


	
  Mo

  	
  {****}

  
	
   

  	
   

  
	
  Cu

  	
  {****}

  
	
   

  	
   

  
	
  S

  	
  {****}

  
	
   

  	
   

  
	
  C

  	
  {****}

  
	
   

  	
   

  
	
  P

  	
  {****}

  
	
   

  	
   

  
	
  Si

  	
  {****}

  
	
   

  	
   

  
	
  Pb

  	
  {****}

  



 


A-1

















 


SCHEDULE B

(to Molybdenum Supply Agreement)


 


Existing Obligations


 


	
  1.

  	
   

  	
  Molybdenum
  Supply Agreement, dated December 28, 2007, between the Company and
  ArcelorMittal Purchasing SAS.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Molybdenum
  Supply Agreement, dated May 14, 2008, between the Company and SeAH
  Besteel Corporation.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Molybdenum
  Supply Agreement, dated August 8, 2008, between the Company and Sojitz
  Corporation.

  



 


B-1

















 


SCHEDULE C

(to Molybdenum Supply Agreement)


 


Exclusive Countries


 


Canada


United
Mexican States


United
States of America


 


Antigua
and Barbuda 


Barbados


Belize


Commonwealth
of The Bahamas


Commonwealth
of Dominica


Dominican
Republic


Federation
of Saint Kitts and Nevis


Grenada


Jamaica


Republic
of Costa Rica


Republic
of Cuba


Republic
of El Salvador


Republic
of Guatemala


Republic
of Haiti


Republic
of Honduras


Republic
of Nicaragua


Republic
of Panama


Republic
of Trinidad and Tobago


Saint
Lucia


Saint
Vincent and the Grenadines


 


Argentine
Republic


Bolivarian
Republic of Venezuela


Cooperative
Republic of Guyana 


Federative
Republic of Brazil 


Oriental
Republic of Uruguay


Plurinational
State of Bolivia


Republic
of Chile


Republic
of Colombia


Republic
of Ecuador


Republic
of Paraguay


Republic
of Peru


Republic
of Suriname


 


C-1