EXHIBIT 4.1
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of November 20, 2002 to the Rights
Agreement, dated as of October 26, 1995 (the "Rights Agreement"), between
Stillwater Mining Company, a Delaware corporation (the "Company"), and
Computershare Trust Company, Inc. (formerly American Securities Transfer,
Inc.), a Colorado corporation, as Rights Agent (the "Rights Agent").
Capitalized terms used but not defined herein shall have the meanings set
forth in the Rights Agreement.
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights;
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 26 of the Rights Agreement;
WHEREAS, the Company proposes to enter into the Stock Purchase
Agreement, dated as of November 18, 2002 (the "Stock Purchase Agreement"), by
and among MMC Norilsk Nickel, Norimet, Limited. and the Company; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of
Directors of the Company deems it advisable and in the best interest of its
stockholders to amend the Rights Agreement to enable the Company to enter into
the Stock Purchase Agreement and consummate the transactions contemplated
thereby without causing the Rights to become exercisable;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Rights Agreement, the parties hereby
agree as follows:
Section 2. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as set forth in this Section 1.
(a) The definition of "Acquiring Person" in Section
1(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
none of MMC Norilsk Nickel, Norimet, Limited or any of their
Subsidiaries or Affiliates shall be deemed an Acquiring
Person solely by reason or as a result of the execution or
delivery of the Stock Purchase Agreement or the Stockholders
Agreement or the consummation of transactions contemplated
by either of such agreements, including, but not limited to:
(i) the issuance of shares of Common Stock by the Company to
Norimet, Limited pursuant to Article II of the Stock
Purchase Agreement, (ii) the tender offer for shares of
Common Stock by Norimet, Limited pursuant to Article IX of
the Stock Purchase Agreement and (iii) the acquisition of
shares of Common Stock pursuant to clause (iii) of Section
5.1(a) of the Stockholders Agreement."
(b) The definition of "Stock Acquisition Date" in
Section 1 of the Rights Agreement is hereby amended by adding the
following sentence to the end of paragraph (ee) of Section 1:
"A Stock Acquisition Date shall not occur as a result of the
execution or delivery of the Stock Purchase Agreement any
transaction contemplated thereby."
(c) The following definitions are hereby added to
Section 1 of the Rights Agreement in the appropriate alphabetical
order:
""Stock Purchase Agreement" means the Stock Purchase
Agreement, dated as of November 18, 2002, by and among MMC
Norilsk Nickel, Norimet Limited and the Company."
""Stockholders Agreement" means the Stockholders Agreement
among MMC Norilsk Nickel, Norimet Limited and the Company,
substantially in the form attached as Exhibit F to the Stock
Purchase Agreement, to be executed on the closing date of
the stock purchase pursuant to the Stock Purchase
Agreement."
Section 2. Miscellaneous.
(a) The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as amended
hereby.
(b) The foregoing amendment shall be effective as
of the date first above written, and, except as set forth herein, the
Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
(c) This Amendment may be executed in two
counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and both of such counterparts shall
together constitute but one and the same instrument.
(d) This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of
such State applicable to contracts to be made and performed entirely
within such State.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
STILLWATER MINING COMPANY
By: /s/ Francis R. McAllister
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Name: Francis R. McAllister
Title: Chairman and Chief
Executive Officer
COMPUTERSHARE TRUST COMPANY, INC.
By: /s/ Kellie Gwinn
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Name: Kellie Gwinn
Title: Vice President
By: /s/ Debora Sorheim
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Name: Debora Sorheim
Title: Secretary and Treasurer