AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AMENDMENT
NO. 1 TO STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 1 TO THE
STOCKHOLDERS AGREEMENT (this "Amendment"), by and
among Stillwater Mining Company, a corporation organized under the laws of
Delaware (the "Company"), MMC
Norilsk Nickel, a Russian open joint stock company ("Norilsk Nickel"), and
Norimet Limited, a Company organized under the laws of England and Wales and an
indirect wholly-owned subsidiary of Norilsk Nickel ("Buyer"), dated as of
June 23, 2003 (the "Stockholders
Agreement"), is made as of this 10th day of March, 2008. Capitalized
terms not defined herein shall have the meaning ascribed to them in the
Stockholders Agreement.
WHEREAS, the Stockholders
Agreement was entered into pursuant to a stock purchase agreement, dated
November 20, 2002, by and among the Parties; and
WHEREAS, the Company intends
to consummate an offering and sale of up to $182,500,000 aggregate principal
amount of senior convertible notes due 2028 (the "Notes") in a private
transaction pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Offering");
and
WHEREAS, Norilsk Nickel, has
agreed that it, or one or more of its affiliates, will participate in the
Offering and purchase Notes on the same terms as unaffiliated investors
participating in the Offering; and
WHEREAS, the Company's Public
Directors have executed an approval and waiver under the Stockholders Agreement
to permit Norilsk Nickel to purchase Notes in the Offering and obtain shares of
Common Stock upon conversion of such Notes, subject to certain conditions and
limitations; and
WHEREAS, Buyer is currently
the owner of 49,813,222 shares of Common Stock, representing 53.9% of the
Company's outstanding voting securities; and
WHEREAS, in connection with
the Offering, the Parties have determined to amend the stand still provisions of
the Stockholders Agreement to permit Norilsk and or its affiliates to acquire
voting securities of the Company for the purpose of maintaining their aggregate
level of ownership of voting securities of the Company at fifty-three and
nine-tenths percent (53.9%).
NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants contained herein and other
agreed and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Amendment
to Section 5.1(a)(iii). Section 5.1 (a)(iii) is hereby amended to delete
the reference to "fifty-one percent
(51%)" and replace such reference with "fifty-three and nine-tenths
percent (53,9%)".
2. No Other
Amendments. Except as expressly hereby amended in Section I hereof, all
of the terms of the Stockholders Agreement are hereby ratified and confirmed and
shall remain in full force and effect.
3. Governing
Law. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to its conflict of law
rules,
4. Counterparts.
This Amendment may be executed in one or more counterparts, which, together,
shall constitute one and the same agreement, facsimile and electronically
transmitted signatures shall be deemed originals for all purposes
[Signatures
continued on following page.]
2
IN WITNESS WHEREOF, this
Amendment has been executed by the parties hereto as of March 10.
2008.
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STILLWATER
MINING COMPANY
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By:
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/s/
Xxxx X. Xxxxx
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Name:
Xxxx X. Xxxxx
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Title:
Vice President, Secretary and
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Corporate
Counsel
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NORIMET
LIMITED
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By:
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/s/
Xxxx Xxxx
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Name:
Xxxx Xxxx
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Title:
Director
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NORILSK
NICKEL
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Deputy CEO
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