Stillwater Mining Company as Issuer, Law Debenture Trust Company of New York, as Trustee and Deutsche Bank Trust Company Americas as Registrar, Conversion Agent and Paying Agent INDENTURE Dated as of March 12, 2008 1.875% Convertible Senior Notes due 2028Stillwater Mining Company • March 14th, 2008 • Stillwater Mining Co /De/ • Miscellaneous metal ores • New York
INDENTURE, dated as of March 12, 2008, between Stillwater Mining Company, a corporation incorporated under the laws of the State of Delaware (the “Company”), as issuer, Law Debenture Trust Company of New York, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as security registrar (the “Registrar”), conversion agent (the “Conversion Agent”) and paying agent (the “Paying Agent”).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 14th, 2008 • Stillwater Mining Co /De/ • Miscellaneous metal ores • Delaware
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2008 • Stillwater Mining Co /De/ • Miscellaneous metal ores • New York
REGISTRATION RIGHTS AGREEMENT dated as of March 12, 2008 (this “Agreement”) between Stillwater Mining Company, a company organized under the laws of the state of Delaware (the “Company”) and Deutsche Bank Securities Inc. (the “Initial Purchaser”) pursuant to the Purchase Agreement dated March 6, 2008 (the “Purchase Agreement”),between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchaser there under, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
