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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 5, 2001
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Sunshine Refining and Mining Company
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(Exact name of registrant as specified in its charter)
Delaware 1-10012 75-2231378
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5956 Sherry Lane, Suite 1621, Dallas, Texas 75225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-265-1377
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877 W. Main Street, Suite 600, Boise, Idaho 83720
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(Former name or former address, if changed since last report)
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ITEM 2. CHANGES IN CONTROL OF REGISTRANT.
Prior to the August 23, 2000 filing of a voluntary petition in
bankruptcy by Sunshine Mining and Refining Company ("Sunshine") and three of its
wholly-owned subsidiaries described under Item 3 below, the Liverpool Limited
Partnership, Liverpool Associates, Ltd., Westgate International, L.P. and
Elliott International Capital Advisors, Inc. (collectively the "Elliott Group")
acquired more than a majority of the 8% Senior Exchangeable Notes due 2000
issued by Sunshine Precious Metals, Inc., a Delaware corporation ("Metals") and
guaranteed by Sunshine (the "EuroBonds"). In a separate transaction, the Elliott
Group acquired a request to "put" the EuroBonds to Sunshine Argentina, Inc.
Similarly, Stonehill Institutional Partners, L.P., Stonehill Offshore Partners
Limited (together with their affiliates, the "Stonehill Group") have been the
principal holders of a series of 10% Notes due November 2, 2002, issued by
Sunshine to the Stonehill Group in the original principal amount of $15,000,000
and guaranteed by Sunshine Argentina, Inc. On April 11 and 17, 2000, holders of
the "Stonehill Notes" converted $1,000,000 in principal amount for 1,481,480
shares of "Old Common Stock" of Sunshine outstanding prior to August 23, 2000.
As the EuroBonds were not retired or refinanced prior to their maturity,
pursuant to the terms of the Stonehill Notes, Sunshine was obligated to issue to
the holders of the Stonehill Notes additional amounts payable in cash or shares
of common stock and in March 2000, Sunshine issued, as partial payment, an
additional 698,179 shares of Old Common Stock to the holders of the Stonehill
Notes. The Stonehill Group and the Elliott Group were co-proponents with
Sunshine of the "Plan" referred to in Item 3 below and, on the Effective Date of
the Plan, collectively became the holders of the respective percentages of New
Common Stock described in Item 3 below which together aggregate approximately
90% of the New Common Stock. The Stonehill Group and the Elliott Group as of the
Effective Date of the Plan also have the right to designate four out of the five
members of the Board of Directors of Sunshine. Therefore, by virtue of the
percentage of voting securities of Sunshine now beneficially owned directly or
indirectly by the Stonehill Group and the Elliott Group, such persons have
acquired and/or assumed control of Sunshine. The original amount and source of
consideration used by the Stonehill Group and the Elliott Group is not known to
Sunshine; the basis of control is the ownership of voting equity securities of
Sunshine and the date on which the change of control occurred is the Effective
Date of the Plan described in Item 3 below.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On August 23, 2000 (the "Petition Date"), Sunshine and its wholly-
owned subsidiaries, Sunshine Argentina, Inc. ("Argentina"), Metals and
Sunshine Exploration, Inc. ("Exploration"), all filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware. Separate
cases and their cause numbers are In Re: Sunshine Mining and Refining
Company, Case No. 00-3409 (MWF); In Re: Sunshine Argentina, Inc., Case
No. 00-3410 (MWF); In Re: Sunshine Precious Metals, Inc., Case No. 00-
3412 (MWF); and, In Re: Sunshine Exploration, Inc., Case No. 00-3411
(MWF) (all collectively the "Reorganization Cases"). The four separate
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cases were procedurally (but not substantively) consolidated for joint
administration (the "Proceeding"). During the pendency of the Proceeding,
Sunshine and its Debtor Subsidiaries filed a Joint Chapter 11 Plan of
Reorganization, a Second Amended Joint Chapter 11 Plan of Reorganization, and a
Third Amended and Restated Joint Chapter 11 Plan of Reorganization, which was
modified on December 5, 2000. The Third Amended and Restated Joint Chapter 11
Plan of Reorganization as modified December 5, 2000, is referred to as the
"Plan." The Plan was the subject of an Order Confirming the Third Amended and
Restated Joint Chapter 11 Plan of Reorganization of Sunshine and its Debtor
Subsidiaries (the "Confirmation Order"). A copy of the Plan and the Confirmation
Order are included in this report as exhibits pursuant to Item 7. Under the
terms of the Confirmation Order, certain conditions precedent existed to the
effectiveness of the Plan set forth in the Plan and the Confirmation Order. As
used in the Plan and the Confirmation Order, the term "Effective Date" means the
first Business Day after all the conditions to effectiveness contained in the
Plan and the Confirmation Order have been met or waived. The Plan Effective Date
was February 5, 2001.
The conditions precedent to the effectiveness of the Plan and
Confirmation Order included designation by certain creditors of four (out of
five) Directors (which has occurred), the New Consent Decree with Sunshine and
Metals shall have been entered and approved by the United States District Court
for the District of Idaho in the case styled United States of America v. Asarco
Incorporated, Case Nos. 96-0122-N-EJL and 91-0342-N-EJL, substantially in
accordance with an agreement in principal annexed to the Plan and such new
consent decree shall have been approved by final order of the Idaho District
Court (which occurred on January 18, 2001), and the so-called "Asarco
Settlement" shall have been approved by the Bankruptcy Court (which has
occurred).
Cancellation of Old Common Stock; New Common Stock. Pursuant to the
Plan and the Confirmation Order, on the Effective Date, all of the "old common
stock" of Sunshine was canceled, retired and eliminated with no consideration
paid therefor, and Sunshine was deemed to have issued the "New Mining Stock,"
which is shares of Common Stock, par value $0.01 per share. Under the Amended
and Restated Certificate of Incorporation of Sunshine filed with the Secretary
of State of Delaware on February 16, 2001, Sunshine's authorized common stock
from and after the Effective Date consists of 200,000,000 shares of Common
Stock, par value $0.01 per share. Of that class of stock, approximately
50,000,000 shares of Common Stock, par value $0.01 per share will be issued as
the "New Mining Stock" under the terms of the Plan to those designated as
recipients therefor under the Plan which generally are certain creditors of
Sunshine and others who will in turn gift a portion (approximately 3.4%) of such
New Mining Stock to the former common stockholders on a pro-rata basis, but only
to accounts holding in excess of 100 shares of "old Common Stock." Sunshine will
be distributing certificates representing shares of "New Mining Stock" to
holders during February 2001. Certificates representing "old common stock" do
not need to be surrendered. The CUSIP number of the "New Mining Stock" is
867833-60-0. Sunshine will announce the record date and distribution date as
soon as it is determined.
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The Plan's treatment mechanism reflects that Sunshine as a holding
company whose property consists of equity in its Debtor Subsidiaries has no real
value to distribute to its creditors because each Debtor Subsidiary is also
insolvent. Therefore, other than through the consensual "redistribution" of
value from the creditors who will gift certain items to the former common
stockholders, Sunshine would have no value to distribute to its creditors. In
order to establish consensual restructuring and to provide for a widely
dispersed body of holders of the "New Mining Stock," certain creditors (who are
the holders of the Allowed Claims against Sunshine and its Debtor Subsidiaries)
have agreed to redistribute certain of their recoveries to other Sunshine
creditors. By virtue of this redistribution, holders of allowed claims against
Sunshine will receive a portion of the New Mining Stock. Through this
arrangement, the various creditor classes will receive the same proportion of
New Mining Stock to its Allowed Claim as received by each holder in the other
creditor classes, and the "gifting" creditors will retain 89.99% of the New
Mining Stock on a fully-diluted basis taking into account all of the
distributions afforded to the various holders.
Based upon the various creditor classes and the estimates of Allowed
Claims, after effectuation of the redistribution of "New Mining Stock" from the
holders of certain claims (the "allowed put default claims" and the "Argentina
allowed Stonehill notes claims") to the various classes entitled to receive same
under the Plan, the following percentages of New Mining Stock will be
distributed:
APPROXIMATE NO. OF
SHARES BASED UPON
PERCENTAGE OF 50,000,000 SHARES
CLASS NEW MINING STOCK OUTSTANDING
Mining Allowed General 1.05% 525,000
Unsecured Claims - Class
Mining 2
Mining Allowed EuroBond 6.27% 3,137,000
Guaranty Claims - Class
Mining 3
Mining Allowed Stonehill Note 3.35% 1,673,000
Claims - Class Mining 4
Mining Allowed 9% Notes 0.36% 179,000
Claims - Class Mining 5
Mining Allowed 5% Notes 0.08% 39,000
Claims - Class Mining 6
Mining Old Common Share 3.43% 1,714,000
Interest - Class Mining 8
Allowed Put Default Claims - 42.28% 21,141,000
Class Argentina 1
Allowed Stonehill Notes 35.66% 17,832,000
Guaranty Claims - Class
Argentina 2
Metals Allowed General 0.92% 461,000
Unsecured Claims - Class
Metals 2
Metals Allowed EuroBond 6.60% 3,300,000
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Claims - Class Metals 3
TOTALS: 100.00% 50,000,000
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New Consent Decree. In addition, the Plan contemplated a settlement
between Sunshine and Metals and the United States on behalf of the United States
Environmental Protection Agency ("EPA"), the United States Department of the
Interior ("DOI") and the United States Department of Agriculture ("Agriculture")
(collectively the "Government") and the Coeur d'Alene Tribe (the "Tribe")
through a consent decree (the "New Consent Decree") involving Sunshine and
Metals in cases numbered CIV96-0122-N-EJL and CIV91-0342-N-EJL pending in the
United States District Court for the District of Idaho (the "NRD Actions").
Under the terms of that settlement, the Government and the Tribe will receive
upon the Effective Date of the Plan warrants to purchase 9.95% of Sunshine's New
Common Stock (i) with a strike price for such Warrants equal to the strike price
of any management options provided under the Plan based on an equity value of
Sunshine of $33,000,000, (ii) with a cashless exercise feature, (iii)
terminating on the tenth anniversary of the Effective Date of the Plan, (iv)
that are exempt from initial registration pursuant to 11 U.S.C. Section 1145,
(v) that are freely transferable to any other entity at any time, and (vi) that
are subject to ordinary terms and conditions, including standard anti-dilution
language, of warrants of this nature reasonably acceptable to the proponents of
the Plan, the Government and the Tribe. The New Consent Decree, which was
approved by the U.S. District Court for the District of Idaho on January 18,
2001, requires Metals to provide for certain royalty payments to the Government
and the Tribe on a quarterly basis based on a percentage of the "Net Smelter
Returns" from all mining by Metals anywhere in the United States and all mining
by any Sunshine entity from the Sunshine Mine or within one mile of the current
boundaries of the Sunshine Mine. The royalty adjusts on a sliding scale based
upon the average price of silver. No royalty must be paid until the average
silver price exceeds $6 per ounce. Silver prices per ounce are presently below
$5 per ounce.
Asarco Settlement. In connection with the Plan, Sunshine and Asarco
Incorporated ("Asarco") entered into a stipulation, the terms of which were
included in the Confirmation Order relating to Asarco's claim in the Proceeding.
Under the stipulation, Asarco shall be paid $125,000 in cash on the Effective
Date of the Plan for an allowed administrative claim, and Asarco shall receive
with respect to its allowed general unsecured claim on the Effective Date of the
Plan shares of New Common Stock in the amount provided for by the Plan for its
Class Mining 2 and Class Metals 2 claims (a total of 324,265 shares), and
warrants to purchase 324,265 shares of Sunshine's New Common Stock (i) with a
strike price for such warrants equal to the strike price of the management
options provided under the Plan based on an equity value of Sunshine of
$33,000,000, (ii) with a cashless exercise feature, (iii) that are exempt from
initial registration, (iv) that are freely transferable to any other entity at
any time, (v) that are subject to ordinary terms and conditions, including
standard anti-dilution language of warrants of a similar nature reasonably
acceptable to the Plan proponents and Asarco, and (vi) that terminate on the
fifth anniversary of the Effective Date of the Plan.
Directors. At the time of institution of the Reorganization Cases,
the members of the Board of Directors of Sunshine were G. Chris Andersen
(a Director since May 1983), V. Dale Babbitt (a Director since December
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1992), George M. Elvin (a Director since June 1994), Daniel D. Jackson (a
Director since May 1983), Oren G. Shaffer (a Director since June 1993), John S.
Simko (a Director since December 1992), and Robert B. Smith (a Director since
June 1993). On the Effective Date of the Plan, the operational management of
Sunshine became the responsibility of the "Reorganized Board of Directors"
selected by certain creditors in accordance with the Plan. All of the former
Directors ceased to be Directors of Sunshine on the Effective Date of the Plan
and were deemed removed (without cause) pursuant to the Confirmation Order. In
accordance with the terms of the Plan, four "Creditor Directors" were selected,
and one "Management Director" was selected to comprise the Board of Directors of
Sunshine from and after the Effective Date. John S. Simko continues as a
Director as the "Management Director," and George M. Elvin was designated as one
of the "Creditor Directors" by Elliott Group. The other three "Creditor
Directors" selected are Arnold Kastenbaum (Designee of Stonehill Group), Keith
McCandlish (Designee of Elliott Group), and Charles Reardon (Designee of
Stonehill Group).
Continued Jurisdiction of Bankruptcy Court. Consistent with the
provisions of the Bankruptcy Code, on the Effective Date of the Plan, title to
all assets and property of the estates of the "Debtors" passed to and vested in
"Reorganized Debtors" (Sunshine and its subsidiaries) free and clear of all
claims, allowed interest, liens, charges and other rights of creditors or equity
holders arising prior to the Effective Date. From and after the Effective Date,
Sunshine and its subsidiaries may operate their respective businesses, and may
use, acquire and dispose of property, free of any restrictions of the Bankruptcy
Code, the Bankruptcy Rules and the Bankruptcy Court, except as provided in the
Confirmation Order. The rights afforded under the Plan and treatment of the
Claims and Interests under the Plan have been in exchange for, and in complete
satisfaction, discharge and release of all Claims and termination of all
interests of any nature whatsoever arising on or before the Effective Date,
including any accrued interest on Claims from the Petition Date. The Bankruptcy
Court retained exclusive jurisdiction over the Reorganization Cases for various
matters to sort out any claims, and to determine any controversies or disputes,
as well as all matters set forth in the Confirmation Order.
The number of shares of New Common Stock, par value $0.01 per share of
Sunshine estimated to be outstanding, the number reserved for future issuance in
respect of claims and interest filed and allowed under the Plan, and the
aggregate total of such numbers are:
ESTIMATED* NUMBER OF
SHARES
New Common Stock, par value 50,000,000
$0.01 per share to be
outstanding:
Reserved for issuance pursuant 4,975,000
to Warrants held by Government
and Tribe:
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ESTIMATED* NUMBER OF
SHARES
Reserved for issuance pursuant 324,265
to warrants held by Asarco
Reserved for issuance pursuant to options: 2,500,000
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TOTAL: 57,799,265
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*estimates do not contemplate adjustments for roundings of calculation,
forfeitures or claims objection results, all of which may change any or all
estimated amounts.
Registration Rights Agreement. Under the Plan of Reorganization,
Sunshine entered into a Registration Rights Agreement with members of the
Stonehill Group and the Elliott Group under which the shares of new common stock
issued to them are to be registered under federal securities laws. Such
agreement provides for filing of a Registration Statement within a specified
period of time covering only the securities issued to the Elliott Group and the
Stonehill Group, the effectiveness of such Registration Statement within a
certain period of time and other matters. In the event that certain of the
commitments under such agreement are not satisfied, each of the holders has a
right to provide Sunshine with written notice thereof (a "Put Notice") which
would require Sunshine to pay to each such holder (in cash or shares of common
stock at the option of the holder) a specified amount of funds and/or in certain
instances, to repurchase the securities from the holder for a "Mandatory
Repurchase Price" equal to 115% of the Market Price on the date the holder
acquires the right require Sunshine to repurchase such shares.
Argentina Transaction; Call Option Agreement. Under the terms of the
Plan and the Confirmation Order on the Effective Date, the capital stock of
Argentina was cancelled and Argentina issued the "New Argentina Stock." Sunshine
caused the incorporation and organization of Sunshine International Mining,
Inc., a Delaware corporation ("International"), all of the issued and
outstanding stock of which is owned by Sunshine. Sunshine contributed to the
capital of International all of the New Argentina Stock such that Argentina
became a wholly-owned subsidiary of International which in turn is a
wholly-owned subsidiary of Sunshine. Simultaneously Sunshine, International and
Argentina entered into a Call Option Agreement dated February 2001, with the
Elliott Group and the Stonehill Group, pursuant to which International granted
(i) a call option to each holder within the Elliott Group and the Stonehill
Group to purchase, collectively, up to 100% of the shares of New Argentina Stock
and (ii) a first priority perfected security interest in the New Argentina
Stock. Such call option(s) was granted to purchase a maximum number of shares of
New Argentina Stock at a specified purchase price which option is to be reduced
proportionately in the event the Elliott Group holders and/or the Stonehill
Group holders sell more than 50% of their shares of New Common Stock of Sunshine
received. For example, if the Elliott Group holders were to sell 55% of their
shares of Sunshine Common Stock initially received, then the maximum number of
New
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Argentina Stock that the Elliott Group holders could purchase in the aggregate
upon exercise of their Call Options would be reduced by a percentage equal to
(55% - 50%) x 2, or 10%. The term of each Call Option expires at the time of
exercise in full of such Call Option, or if the market capitalization of
Sunshine shall exceed $150,000,000 for at least 60 consecutive days or on the
tenth anniversary of the Effective Date of the Plan. The Call Option becomes
exercisable upon the occurrence of any one or more of nine separate events,
including (i) the de-listing of the Sunshine New Common Stock from an "Approved
Market," (ii) suspension of the Sunshine New Common Stock from trading on an
Approved Market for at least seven consecutive calendar days, (iii) reduction in
the overall market capitalization of Sunshine to less than $15,000,000 for at
least fifteen consecutive calendar days, (iv) a bankruptcy proceeding occurring
with respect to Sunshine or one of its subsidiaries, (v) Sunshine fails to
comply with its obligations in the Call Option Agreement, and (vi) other events,
including any default under the "Exit Financing Facility." The Call Option, once
exercisable, may be exercised at any time by any of the holders thereof. The
effect of the Call Option(s) is to potentially allow the Elliott Group holders
and the Stonehill Group holders (and certain of their successors and assigns) to
acquire Sunshine Argentina which in turns owns the Pirquites Mine and other
assets. Should such an event occur, Sunshine's investment of approximately
$20,000,000 in the acquisition and evaluation of that property can no longer be
an asset of Sunshine, nor would the assigned proven and probable reserves
totaling 129.6 million ounces of silver, along with 59,000 tons of tin and
273,000 tons of zinc. The New Argentina Stock has been pledged under the Call
Option Agreement under a separate Pledge Agreement to the Elliott Group holders
and the Stonehill Group holders and delivered to Wells Fargo Bank Minnesota,
N.A. as administrative and pledge agent.
Exit Financing Facility. In connection with the Plan and Confirmation
Order, Sunshine's only debt instrument is to be the "Exit Financing Facility"
from the Proceeding which bears interest at a fixed rate of 15% per annum in the
maximum principal amount of $5,000,000 (approximately $2,700,000 of which was
outstanding on the Effective Date. The lenders are Highwood Partner, L.P. and
Stonehill Capital Management, LLC, affiliates of the Elliott Group and the
Stonehill Group. The facility is secured by substantially all of the assets of
Sunshine and its subsidiaries, including the Pirquitas Mine. The proceeds of all
advances under such facility are to be utilized solely (a) to provide funds
necessary to the conduct of the business of Sunshine and its subsidiaries in the
ordinary course in accordance with an approved budget, (b) to pay fees and
disbursements paid to lenders and their professionals in accordance with the
budget, and (c) as otherwise contemplated or permitted by the budget.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Incorporation by reference is made to the description under Item
3 above of the "New Consent Decree" in the case styled United States of
America v. Asarco Incorporated, et al., Cases No. 96-0122-N-EJL and
91-0342-N-EJL pending in the United States District Court for the District
of Idaho.
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On the Effective Date of the Plan, Sunshine's principal executive
offices were relocated to 5956 Sherry Lane, Suite 621, Dallas, Texas 75225.
On February 5, 2001, Sunshine received Notice that the smelter to which
the Sunshine Mine shipped concentrates was closing and would no longer accept
any deliveries. Management sought alternatives for the production from the
Sunshine Mine but has not been successful in securing an economically viable
alternate arrangement. As a result, Sunshine notified employees that a mass
lay-off of the majority of the Sunshine Mine employees will occur on February
16, 2001, and the mine was placed on a care and maintenance status.
On February 7, 2001, the new Board of Directors elected officers of
Sunshine. Those officers and their positions with Sunshine are:
NAME OFFICE
John S. Simko Chairman of the Board
William W. Davis President, Chief Operating Officer
and Chief Financial Officer
Harry F. Cougher Senior Vice President and General
Manager, Sunshine Mine
William D. Bond Vice President Exploration
M. Michael Owens Vice President, Chief Accounting
Officer and Treasurer
William J. Pincus Vice President, Latin American
Operations
Allan R. Young Vice President, Development
Mary Jo Williams Secretary
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
See Item 3 above with respect to the deemed removal (without cause) of
the members of the Board of Directors of Registrant pursuant to the Confirmation
Order.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following are filed herewith as exhibits or are
incorporated by reference as indicated below:
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EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT
2.1 Third Amended Joint Chapter 11 Plan of Reorganization
dated as of December 4, 2000, bench-filed in the case
styled In Re: Sunshine Mining and Refining Company,
Chapter 11 Case No. 00-3409 (MWF).
2.2 Order Confirming the Third Amended Joint Chapter 11
Plan of Reorganization of Sunshine Mining and
Refining Company and its Debtor Subsidiaries as
entered December 5, 2000.
2.3 Partial Consent Decree with Sunshine Mining and
Refining Company and Sunshine Precious Metals, Inc.
in the case styled United States of America v. Asarco
Incorporated, et al., a Consolidated Case Nos.
96-0122-N-EJL and 91-0342-N-EJL in the United States
District Court for the District of Idaho.
2.4 Notice of Effective Date of Third Amended Joint
Chapter 11 Plan of Reorganization.
3.1 Amended and Restated Certificate of Incorporation of
Sunshine Mining and Refining Company as filed with and
accepted by the Secretary of State of Delaware on
February 16, 2001.
3.2 Amended and Restated Bylaws of Sunshine Mining and
Refining Company as adopted February 9, 2001.
10.1 Call Option Agreement dated February 5, 2001, among
Sunshine International Mining, Inc., Sunshine Mining
and Refining Company, Sunshine Argentina, Inc.,
Elliott International, L.P., The Liverpool Limited
Partnership, Stonehill Institutional Partners, L.P.
and Stonehill Offshore Partners Limited.
10.2 Registration Rights Agreement dated February 5, 2001,
among Sunshine Mining and Refining Company, Stonehill
Partners LP, Stonehill Offshore Partners Limited,
Elliott International, L.P. and The Liverpool Limited
Partnership.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated February 19, 2001.
SUNSHINE MINING AND REFINING COMPANY
By: /s/ William W. Davis
------------------------------------
William W. Davis, President,
Chief Operating Officer
and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Third Amended Joint Chapter 11 Plan of Reorganization
dated as of December 4, 2000, bench-filed in the case
styled In Re: Sunshine Mining and Refining Company,
Chapter 11 Case No. 00-3409 (MWF).
2.2 Order Confirming the Third Amended Joint Chapter 11
Plan of Reorganization of Sunshine Mining and
Refining Company and its Debtor Subsidiaries as
entered December 5, 2000.
2.3 Partial Consent Decree with Sunshine Mining and
Refining Company and Sunshine Precious Metals, Inc.
in the case styled United States of America v. Asarco
Incorporated, et al., a Consolidated Case Nos.
96-0122-N-EJL and 91-0342-N-EJL in the United States
District Court for the District of Idaho.
2.4 Notice of Effective Date of Third Amended Joint
Chapter 11 Plan of Reorganization.
3.1 Amended and Restated Certificate of Incorporation of
Sunshine Mining and Refining Company as filed with and
accepted by the Secretary of State of Delaware on
February 16, 2001.
3.2 Amended and Restated Bylaws of Sunshine Mining and
Refining Company as adopted February 9, 2001.
10.1 Call Option Agreement dated February 5, 2001, among
Sunshine International Mining, Inc., Sunshine Mining
and Refining Company, Sunshine Argentina, Inc.,
Elliott International, L.P., The Liverpool Limited
Partnership, Stonehill Institutional Partners, L.P.
and Stonehill Offshore Partners Limited.
10.2 Registration Rights Agreement dated February 5, 2001,
among Sunshine Mining and Refining Company, Stonehill
Partners LP, Stonehill Offshore Partners Limited,
Elliott International, L.P. and The Liverpool Limited
Partnership.