UNITED STATES
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): March 20, 2003
STILLWATER MINING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-25090 81-0480654
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
536 EAST PIKE AVENUE
COLUMBUS, MONTANA 59019
(Address of principal executive offices) (Zip code)
(406) 322-8700
(Registrant's telephone number, including area code)
ITEM 5. Other Events.
The registrant amended its credit facility pursuant to the Consent
and Amendment No. 5 to the Credit Agreement, dated as of March 20, 2003, by
and among the registrant and the various financial institutions party thereto,
a copy of which is attached hereto as Exhibit 10.1.
On March 20, 2003, the registrant issued a press release regarding
the amedment to its credit facility. Such press release is filed herewith as
Exhibit 99.1.
SIGNATURE
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 thereunto duly authorized.
Stillwater Mining Company
(Registrant)
Date: March 20, 2003 By: /s/ Francis R. McAllister
----------------------------
Name: Francis R. McAllister
Title: Chairman and Chief
Executive Officer
EXHIBITS
10.1 Consent and Amendment No. 5 to Credit Agreement, dated as of
March 20, 2003.
99.1 Press release issued on March 20, 2003 by Stillwater Mining Company.
EXHIBIT 10.1
CONSENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT
THIS CONSENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of
March 20, 2003 (this "Amendment"), is made by and among STILLWATER MINING
COMPANY, a Delaware corporation (the "Borrower"), and TORONTO DOMINION
(TEXAS), INC., as administrative agent (in such capacity, the "Administrative
Agent"), for the Lenders (such capitalized term and all other capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Credit Agreement referred to below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, the Administrative Agent, NM
Rothschild & Sons Limited, as technical agent, Westdeutsche Landesbank
Girozentrale, New York Branch, as documentation agent, and TD Securities (USA)
Inc., as lead arranger, have heretofore entered into that certain Credit
Agreement, dated as of February 23, 2001 (as amended by Waiver, Consent and
Amendment No. 1, dated as of June 27, 2001, Amendment No. 2, dated as of
November 30, 2001, and Waiver, Consent and Amendment No. 3, dated as of
January 28, 2002, and Amendment No. 4, dated as of October 25, 2002, the
"Credit Agreement");
WHEREAS, the Borrower has entered into a Stock Purchase Agreement
dated as of November 20, 2002 (the "Stock Purchase Agreement"), with Norimet
Limited, a company organized under the laws of England and Wales ("Norimet"),
and MMC Norilsk Nickel, an open joint stock company organized under the laws
of the Russian Federation ("Norilsk"), pursuant to which the parties thereto,
subject to the terms and conditions set forth in the Stock Purchase Agreement,
agreed, inter alia, to consummate the transactions described in Schedule I
hereto (the "Norilsk Transaction");
WHEREAS, the Borrower has voluntarily and permanently reduced the
Revolving Loan Commitment Amount from $50,000,000 to $25,000,000 pursuant to
Section 2.2.1 of the Credit Agreement;
WHEREAS, the Borrower now desires to have the Lenders consent to (i)
the Borrower's performance of the Stock Purchase Agreement and (ii) the
amendment of certain provisions of the Credit Agreement; and
WHEREAS, the Required Lenders are willing, on and subject to the
terms and conditions set forth below, to consent to such performance and to
such amendments of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Borrower and the Required Lenders hereby
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):
"Additional Cash Consideration" is defined in Schedule I hereto.
"Administrative Agent" is defined in the preamble.
"Amendment" is defined in the preamble.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
"Definite Cash Consideration" is defined in Schedule I hereto.
"Norilsk" is defined in the second recital.
"Norilsk Transaction" is defined in the second recital.
"Norilsk Transaction Date" is defined in Section 3.2.
"Norimet" is defined in the second recital.
"Pincock Report" has the meaning set forth in Section 3.1.5.
"Stock Purchase Agreement" is defined in the second recital.
"Stockholders Agreement" means the form of Stockholders Agreement
attached as an exhibit to the Stock Purchase Agreement.
Section 1.2. Other Definitions. Terms for which meanings are provided
in the Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment with such meanings.
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT AND CONSENT
Section 2.1. Initial Amendments. Subject to the satisfaction (or
waiver) of the conditions set forth in Section 3.1, the Credit Agreement is
hereby amended as of the date of this Amendment in accordance with this
Section 2.1.
SECTION 2.1.1. Amendments to Definition of "Applicable Margin". (a)
The table in clause (b) of the definition of "Applicable Margin" in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
Applicable Margin
Debt to EBITDA for LIBO Rate Applicable Margin for
Ratio Loans Base Rate Loans
-------------- ---------------- ---------------------
<1.50:1 350.0 bps 250.0 bps
>=1.50:1 and <2.0:1 362.5 bps 262.5 bps
>=2.0:1 and <2.50:1 375.0 bps 275.0 bps
>=2.50:1 387.5 bps 287.5 bps
(b) Clause (c) of such definition of "Applicable Margin" is hereby
amended and restated in its entirety to read as follows:
"(c) with respect to Term B Loans, at all times 375 basis points,
in the case of Term B Loans maintained as Base Rate Loans, and
475 basis points, in the case of Term B Loans maintained as LIBO
Rate Loans."
SECTION 2.1.2. Amendment to Definition of "Debt Service Coverage
Ratio". The definition of "Debt Service Coverage Ratio" in Section 1.1 of the
Credit Agreement is hereby amended by amending and restating subclause (b)(ii)
thereof to read as follows:
"(ii) repayments of the principal of outstanding
Debt (including Capitalized Lease Liabilities) scheduled to
be made during the four consecutive Fiscal Quarters ending
on the last day of such Fiscal Quarter."
SECTION 2.1.3. Amendment to Definition of "Excess Cash Flow". The
definition of "Excess Cash Flow" in Section 1.1 of the Credit Agreement is
hereby amended by renumbering subclause (ix) of clause (a) thereof to be
subclause (x) and by inserting the following immediately after subclause
(viii) of clause (a):
"minus
-----
(ix) the amount, if any, added in determining Net Income
that is attributable to the sale of Norilsk Palladium,"
SECTION 2.1.4. Amendment to Definition of "Supply Contracts". The
definition of "Supply Contracts" in Section 1.1 of the Credit Agreement is
hereby amended by adding the phrase "and Additional Supply Contract"
immediately following the reference to "Material Supply Contract".
SECTION 2.1.5. Additional Amendments to Section 1.1 ("Defined Terms")
of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended
by inserting in such Section the following definitions in the appropriate
alphabetical order:
"'Additional Cash Consideration' has the meaning provided
therefor in the Fifth Amendment, subject to the provisions of
clause (d) of Section 7.2.12."
"'Additional Supply Contract Counterparty' means each Person
which enters into an Additional Supply Contract with the Borrower
or any Subsidiary."
"'Additional Supply Contracts' means each contract with a
term of one year or more, other than a Material Supply Contract,
pursuant to which the Borrower or any Subsidiary agrees to
deliver 100,000 ounces or more of palladium or platinum."
"'Alternate Transaction' means a transaction pursuant to
which:
(i) (A) the Borrower issues shares of its Capital Stock
(other than Redeemable Capital Stock) for total consideration
delivered upon the consummation thereof of not less than
$100,000,000 in gross cash proceeds, (B) not less than 60% of the
Net Equity Proceeds resulting therefrom is paid to the
Administrative Agent for the benefit of the Lenders for
application in accordance with the terms of Section 3.1.2, and
(C) the other terms and conditions of such issuance and shares
are reasonably satisfactory to the Technical Agent and the
Administrative Agent"; or
(ii) (A) the Borrower incurs unsecured indebtedness for
borrowed money that is subordinated to the Obligations and that
yields not less than $150,000,000 of gross cash proceeds to the
Borrower, (B) 100% of the Net Issuance Proceeds resulting
therefrom is paid to the Administrative Agent for the benefit of
the Lenders for application in accordance with the terms of
Section 3.1.2, and (C) the terms and conditions of such
incurrence and Indebtedness, including principal amount,
maturity, amortization, interest rate, representations and
warranties, covenants, defaults, remedies, terms of subordination
and indemnities, are reasonably satisfactory to the Technical
Agent and the Administrative Agent."
"'Definite Cash Consideration' has the meaning provided
therefor in the Fifth Amendment, subject to the provisions of
clause (d) of Section 7.2.12."
"'Fifth Amendment' means Consent and Amendment No. 5 to
Credit Agreement, dated as of March 20, 2003, by and among
Borrower and the Administrative Agent (on behalf of the Lenders
consenting thereto)."
"'Fifth Amendment Effective Date' means March 20, 2003."
"'Fifth Amendment Period' means the period from (and
including) the Fifth Amendment Effective Date to (and excluding)
the Norilsk Transaction Date (or, in the event the Norilsk
Transaction Date does not occur, the Termination Date)."
"'Norilsk' is defined in the Fifth Amendment."
"'Norilsk Palladium' means the refined palladium in ingot
and/or sponge form with a purity of 99.95% or more that is
delivered to the Borrower upon consummation of the Norilsk
Transaction or any palladium that is delivered to the Borrower in
connection with any Alternate Transaction."
"'Norilsk Palladium Agreement' means the agreement referred
to in Section 8.10 of the Stock Purchase Agreement to be
negotiated in good faith among the Borrower, Norilsk and Norimet
subsequent to the consummation of the Norilsk Transaction,
pursuant to which agreement the Borrower would agree to purchase
from Norimet (or a member of the Norilsk group), and resell in
the Western Hemisphere, at least one million ounces of refined
palladium annually, such agreement to be on commercially
reasonable terms."
"'Norilsk Palladium Proceeds' means the excess of (a) the
gross cash proceeds received by the Borrower or any of its
Subsidiaries from any sale, transfer or conveyance of Norilsk
Palladium over (b) the sum of all sales, transfer, ad valorem or
similar taxes or other governmental costs and expenses
(excluding, for the avoidance of doubt, any tax or governmental
cost or expense assessed on the income of the Borrower and its
Subsidiaries) that are actually paid or estimated by the Borrower
or such Subsidiary (in good faith) to be payable in cash in
connection with such permitted disposition; provided, however,
that if, after the payment of all taxes with respect to such
permitted disposition, the amount of estimated taxes, if any,
pursuant to clause (b) above exceeded the tax amount actually
paid in respect of such permitted disposition, the aggregate
amount of such excess shall be deemed to the Norilsk Palladium
Proceeds."
"'Norilsk Transaction' is defined in the Fifth Amendment."
"'Norilsk Transaction Date' is defined in the Fifth
Amendment."
"'Norilsk Transaction Documents' means the Stock Purchase
Agreement, the Stockholders Agreement, the Norilsk Palladium
Agreement and each other agreement or arrangement entered into by
Norilsk or any of its Affiliates, on the one hand, and the
Borrower or any of its Affiliates, on the other hand, in
connection with the Stock Purchase Agreement."
"'Norimet' is defined in the Fifth Amendment."
"'Permitted Holders' means Norilsk and each Subsidiary of
Norilsk (including Norimet) that Norilsk possesses, directly or
indirectly, the power to direct or cause the direction of the
management policies of such Subsidiary."
"'Stock Purchase Agreement' means the Stock Purchase
Agreement defined in the Fifth Amendment, as amended,
supplemented or otherwise modified from time to time in
accordance with the terms of this Agreement."
"'Stockholders Agreement' means the Stockholders Agreement
defined in the Fifth Amendment, as amended, supplemented or
otherwise modified from time to time in accordance with the terms
of this Agreement ."
"'Transaction Cash Consideration' means, collectively,
Definite Cash Consideration, Additional Cash Consideration and
the aggregate cash proceeds to be received by the Borrower in
connection with any Alternate Transaction."
SECTION 2.1.6. Amendments to Section 3.1.1. (a) Clause (a) of Section
3.1.1 of the Credit Agreement is hereby amended by deleting the reference to
"third anniversary" in subclause (iv)(c) thereof and substituting therefor
"fourth anniversary".
(b) Clause (c) of Section 3.1.1. of the Credit Agreement is hereby
amended by inserting the parenthetical "(other than Additional Cash
Consideration)" immediately following the initial reference therein to "Net
Equity Proceeds".
(c) Clause (d) of Section 3.1.1 of the Credit Agreement is hereby
amended by inserting the following subclause (iii) at the end thereof:
"(iii) The Borrower shall, concurrently with the receipt by
the Borrower or any Subsidiary of Norilsk Palladium Proceeds or
Additional Cash Consideration, make a mandatory prepayment of the
Term Loans equal to 50% of such Norilsk Palladium Proceeds or
Additional Cash Consideration, as the case may be, to be applied
as set forth in Section 3.1.2; provided, however, that, in the
case of Norilsk Palladium Proceeds, any such prepayment shall not
be required if the total amount of such Norilsk Palladium
Proceeds, when added to all other Norilsk Palladium Proceeds
received by the Borrower or any Subsidiary and not yet applied in
accordance with this Section 3.1, is less than $1,500,000 and no
Default shall have occurred and be continuing."
(d) Clause (e) of Section 3.1.1 of the Credit Agreement is hereby
amended by inserting the phrase "Indebtedness permitted under clause (l) of
Section 7.2.2 or" immediately prior to the phrase "Indebtedness not otherwise
permitted under Section 7.2.2".
SECTION 2.1.7. Amendment to Section 3.1.2. Clause (b) of Section
3.1.2 of the Credit Agreement is hereby amended by deleting the parenthetical
in subclause (i) thereof and substituting therefor the following
parenthetical:
"(with the amount of such prepayment of the Term A Loans and the
Term B Loans being applied to the remaining scheduled
amortization payments of the Term A Loans and/or Term B Loans in
inverse order, provided that, in the case $50,000,000 of
Transaction Cash Consideration has been applied in such inverse
order, any additional Transaction Cash Consideration shall be
applied pro rata against the remaining scheduled amortization
payments of the Term A Loans to be repaid with such prepayment
and pro rata against the remaining scheduled amortization
payments of the Term B Loans to be repaid with such prepayment)"
SECTION 2.1.8. Amendment to Section 5.2.3. Section 5.2.3 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows: "[INTENTIONALLY OMITTED]."
SECTION 2.1.9. Amendment to Section 6.3. Clause (ii) of Section
6.3(a) of the Credit Agreement is hereby amended by deleting the reference
therein to "1250" and substituting therefor "1650".
SECTION 2.1.10. Amendment to Section 6.6. Section 6.6 of the Credit
Agreement is hereby amended by deleting the reference therein to "September
30, 2000" and substituting therefor "September 30, 2002".
SECTION 2.1.11. Amendments to Sections 7.1.12 and 7.1.13. Sections
7.1.12 and 7.1.13 of the Credit Agreement are hereby each amended by inserting
the words "Additional Supply Contract", "Additional Supply Contracts" and
"Additional Supply Contract Counterparty" immediately following each reference
therein to "Material Supply Contract", "Material Supply Contracts" and
"Material Supply Contract Counterparty", respectively.
SECTION 2.1.12. Amendment to Section 7.1. Section 7.1 of the Credit
Agreement is hereby amended by inserting a new Section 7.1.16 at the end
thereof:
"SECTION 7.1.16. Norilsk Stock Purchase Agreement. The
Borrower shall promptly notify the Administrative Agent of, and
provide copies upon receipt of all notices or claims relating to, any
non-compliance or breach by either the Borrower, on the one hand, or
Norilsk, Norimet or any of their respective Affiliates, on the other
hand, or any failure or reasonably likely failure of any such
condition precedent to be satisfied under the Stock Purchase
Agreement and provide the Administrative Agent information detailing
the nature of such non-compliance, breach or failure or likely
failure and any proposed plans and time periods for remedying such
non-compliance, breach or failure or likely failure."
SECTION 2.1.13. Amendment to Section 7.2.2. Section 7.2.2 of the
Credit Agreement is hereby amended: (i) by deleting the "and" at the end of
clause (k) thereof; (ii) redesignating clause "(l)" thereof as clause "(m)"
thereof and deleting the reference to clause "(l)" in the proviso to such
Section 7.2.2 and substituting therefor clause "(m)"; and (iii) inserting the
following new clause (l):
"(l) Indebtedness incurred pursuant to an Alternate
Transaction which satisfies the terms and conditions referred to in
clause (ii) of the definition of "Alternate Transaction"; and"
SECTION 2.1.14. Amendment to Section 7.2.4. (a) The portion of the
table in clause (a) of Section 7.2.4 of the Credit Agreement commencing with
the period "January 1, 2003 through (and including) June 30, 2003" is hereby
amended and restated to read as follows:
[Debt to
[Period] EBITDA Ratio]
-------- -------------
January 1, 2003 through (and including)
March 31, 2003 3.55:1.0
April 1, 2003 through (and including)
June 30, 2003 4.45:1.0
July 1, 2003 through (and including)
September 30, 2003 4.40:1.0
October 1, 2003 through (and including)
December 31, 2003 4.00:1.0
January 1, 2004 through (and including)
March 31, 2004 3.75:1.0
April 1, 2004 through (and including)
June 30, 2004 3.35:1.0
July 1, 2004 through (and including)
September 30, 2004 2.95:1.0
October 1, 2004 through (and including)
December 31, 2004 2.20:1.0
January 1, 2005 and thereafter 2.00:1.0
(b) The portion of the table in clause (b) of Section 7.2.4 of the
Credit Agreement commencing with the period "January 1, 2003 through (and
including) December 31, 2003" is hereby amended and restated to read as
follows:
[Debt Service
[Period] Coverage Ratio]
January 1, 2003 through (and including)
March 31, 2003 2.20:1.0
April 1, 2003 through (and including)
June 30, 2003 1.50:1.0
July 1, 2003 through (and including)
September 30, 2003 1.35:1.0
October 1, 2003 through (and including)
December 31, 2003 1.45:1.0
January 1, 2004 through (and including)
March 31, 2004 1.70:1.0
April 1, 2004 through (and including)
June 30, 2004 1.95:1.0
July 1, 2004 through (and including)
September 30, 2004 2.20:1.0
October 1, 2004 through (and including)
December 31, 2004 2.45:1.0
January 1, 2005 through (and including)
December 31, 2005 2.70:1.0
January 1, 2006 through (and including)
December 31, 2006 1.15:1.0
January 1, 2007 and thereafter 1.30:1.0
(c) The portion of the table in clause (d)(i) of Section 7.2.4 of the
Credit Agreement commencing with "The first Fiscal Quarter of the 2003 Fiscal
Year" is hereby amended and restated to read as follows:
[Fiscal Quarter] [Feet]
---------------- ------
The first Fiscal Quarter
of the 2003 Fiscal Year 5,000
The second Fiscal Quarter
of the 2003 Fiscal Year 5,600
The third and fourth Fiscal Quarters
of the 2003 Fiscal Year 6,200
The first, second, third and fourth Fiscal Quarters
of the 2004 Fiscal Year 6,200
The first, second, third and fourth Fiscal Quarters
of the 2005 Fiscal Year 6,300
The first, second, third and fourth Fiscal Quarters
of the 2006 Fiscal Year 6,800
The first Fiscal Quarter of the
2007 Fiscal Year and each Fiscal Quarter thereafter 7,200
(d) The portion of the table in clause (d)(ii) of Section 7.2.4 of
the Credit Agreement commencing with "The first Fiscal Quarter of the 2003
Fiscal Year" is hereby amended and restated to read as follows:
[Fiscal Quarter] [Feet]
---------------- ------
The first Fiscal Quarter
of the 2003 Fiscal Year 1,900
The second and third Fiscal Quarters
of the 2003 Fiscal Year 2,000
The fourth Fiscal Quarter
of the 2003 Fiscal Year 1,700
The first Fiscal Quarter
of the 2004 Fiscal Year 2,200
The second Fiscal Quarter
of the 2004 Fiscal Year 2,700
The third Fiscal Quarter
of the 2004 Fiscal Year 2,600
The fourth Fiscal Quarter
of the 2004 Fiscal Year 2,100
The first Fiscal Quarter of the
2005 Fiscal Year and each Fiscal Quarter thereafter 2,400
SECTION 2.1.15. Amendments to Section 7.2.7. The table in Section
7.2.7 of the Credit Agreement is hereby amended in its entirety to read as
follows:
Capital
Fiscal Year Expenditure Amount
----------- (in millions)
2001 $252.0
---- -------------------
2002 $67.0
2003 $57.0
2004 $66.0
2005 $77.0
2006 $70.0
2007 $70.0
SECTION 2.1.16. Amendments to Section 7.2.11. Section 7.2.11 of the
Credit Agreement is hereby amended by (i) inserting the phrase "subject to
clause (f) below," at the beginning of clause (a) of such Section 7.2.11, (ii)
deleting the word "or" immediately preceding clause (e) of such Section 7.2.11
and substituting therefor a "," and (iii) inserting the following clause (f)
immediately after such clause (e) and before the proviso to such Section
7.2.11:
"or (f) such Disposition is of Norilsk Palladium or any other
palladium acquired from Norilsk or any of its Affiliates for
consideration consisting of 100% cash upon delivery or within
thirty days thereafter".
SECTION 2.1.17. Amendment to Section 7.2.12. Section 7.2.12 of the
Credit Agreement hereby is amended by (i) deleting the "and" at the end of
clause (b) thereof, (ii) deleting the "." at the end of clause (c) thereof and
substituting therefor "; and" and (iii) inserting the following clause (d) at
the end of such Section:
"(d) any of the Norilsk Transaction Documents, other than any
amendment, supplement, waiver or modification which is not
adverse in any material respect to the Lenders or which is
consented to by the Technical Agent and the Administrative Agent
(it being understood and agreed that (i) any amendment,
supplement, waiver or modification of the Stock Purchase
Agreement that, together with any and all prior amendments,
supplements, waivers and modifications thereof, reduces the
aggregate consideration to be received by the Borrower upon
consummation of the Norilsk Transaction by more than $34,000,000
(the value of any Palladium (as defined in the Stock Purchase
Agreement) comprising any such consideration to be the value
assigned thereto pursuant to Section 3.5 of the Stock Purchase
Agreement as in effect on November 20, 2002) or reduces the
Definite Cash Consideration by more than $5,000,000 shall require
such consent and (ii) any amendment, supplement, waiver or
modification of Article II of the Stockholders Agreement shall
require such consent)".
SECTION 2.1.18. Amendment to Section 7.2.16. (a) Clause (a) of
Section 7.2.16 of the Credit Agreement is hereby amended (i) by inserting the
phrase "in any calendar year" immediately following the words "physically
deliver" and (ii) by amending and restating subclause (i) thereof in its
entirety as follows:
"(i) palladium in an aggregate amount equal to more than the sum of
(x) 100% of the Borrower's Annual Palladium Production for such
calendar year, plus (y) any Norilsk Palladium not yet subject to any
contract or arrangement relating to its Disposition, plus (z) any
palladium acquired during such calendar year under any Norilsk
Palladium Agreement".
(b) Clause (b) of Section 7.2.16 of the Credit Agreement is hereby
amended by inserting at the end of subclause (ii) thereof the
following:
"plus, in the case of palladium, Norilsk Palladium and palladium
acquired by the Borrower under any Norilsk Palladium Agreement)".
SECTION 2.1.19. Amendment to Section 7.2.17. Section 7.2.17 of the
Credit Agreement is hereby amended by inserting the following sentence at the
end thereof:
"It is understood and agreed that the inclusion of customary and
reasonable liquidated damages provisions in any Norilsk Palladium
Agreement that is consented to by the Administrative Agent and
Technical Agent pursuant to Section 7.2.22, to the extent such
provisions would become operative in the event of a default by the
Borrower in complying with its obligations under such Norilsk
Palladium Agreement, shall not be deemed to be a breach of this
Section 7.2.17."
SECTION 2.1.20. Amendment to Section 7.2. Section 7.2 of the Credit
Agreement is hereby amended by inserting the following Section 7.2.22 at the
end thereof:
"SECTION 7.2.22. Norilsk Palladium Agreement. The Borrower
will not, and will not permit any of its Subsidiaries to, enter into
the Norilsk Palladium Agreement or any similar arrangement or into
any Additional Supply Contract, without the prior written consent of
the Administrative Agent and the Technical Agent, which consent shall
not be unreasonably withheld or delayed."
SECTION 2.1.21. Amendment to Section 8.1.13. Subclause (ii)(c) of
Section 8.1.13(b) of the Credit Agreement is hereby deleted and the following
substituted therefor:
"(C) commencing December 31, 2003, 14 months of Proven
Reserves (measured in tons) at the East Boulder Mine, (D)
commencing December 31, 2004, 15 months of Proven Reserves
(measured in tons) at the East Boulder Mine, and (E)
commencing December 31, 2005, 18 months of Proven Reserves
(measured in tons) at the East Boulder Mine,"
SECTION 2.1.22. Amendment to Section 8.1.14. Clauses (ii) and (iii)
of Section 8.1.14 of the Credit Agreement are hereby amended and restated to
read as follows:
"(ii) at least 510,000, 565,000, 610,000 and 612,500 ounces for
each of the four-consecutive-Fiscal-Quarter periods ending on the
last day of the first, second, third and fourth Fiscal Quarters
of the 2002 Fiscal Year, respectively, and (iii) for each of the
four-consecutive-Fiscal-Quarter periods ending on:
(A) the last day of each Fiscal Quarter set forth below that
occurs during the Fifth Amendment Period, at least the amount of
ounces set forth opposite such Fiscal Quarter:
Number of
Fiscal Quarter Ounces
-------------- ------
The first Fiscal Quarter
of the 2003 Fiscal Year 565,000
The second Fiscal Quarter
of the 2003 Fiscal Year 554,000
The third Fiscal Quarter
of the 2003 Fiscal Year 580,000
The fourth Fiscal Quarter
of the 2003 Fiscal Year 600,000
The first Fiscal Quarter
of the 2004 Fiscal Year 620,000
The second Fiscal Quarter
of the 2004 Fiscal Year 635,000
The third Fiscal Quarter
of the 2004 Fiscal Year 640,000
The fourth Fiscal Quarter
of the 2004 Fiscal Year 650,000
The first, second, third and fourth Fiscal Quarters
of the 2005 Fiscal Year 660,000
The first Fiscal Quarter of the 2006 Fiscal Year
and each Fiscal Quarter thereafter 650,000; or
(B) the last day of each Fiscal Quarter that does not occur
during the Fifth Amendment Period, at least the amount of ounces
set forth opposite such Fiscal Quarter:
Number of
Fiscal Quarter Ounces
-------------- ------
The first Fiscal Quarter
of the 2003 Fiscal Year 540,000
The second Fiscal Quarter
of the 2003 Fiscal Year 530,000
The third Fiscal Quarter
of the 2003 Fiscal Year 550,000
The fourth Fiscal Quarter
of the 2003 Fiscal Year 570,000
The first Fiscal Quarter
of the 2004 Fiscal Year 590,000
The second and third Fiscal Quarters
of the 2004 Fiscal Year 600,000
The fourth Fiscal Quarter
of the 2004 Fiscal Year 620,000
The first Fiscal Quarter of the 2005 Fiscal Year
and each Fiscal Quarter thereafter 630,000
SECTION 2.1.23. Amendment to Section 8.1. Section 8.1 of the Credit
Agreement is hereby amended by adding a new Section 8.1.17 at the end thereof:
"SECTION 8.1.17. Norilsk Transaction. Either of (i) the
Norilsk Transaction shall not have been consummated in accordance
with the terms of the Stock Purchase Agreement (or an Alternate
Transaction shall not have been consummated in accordance with
the terms of the documents memorializing such transaction) on or
prior to September 30, 2003, unless the Borrower is in good faith
negotiations to consummate the Norilsk Transaction (or is in good
faith diligently pursuing, an Alternate Transaction that would be
consummated) on or prior to January 2, 2004 and the Norilsk
Transaction (or an Alternate Transaction) is in fact consummated
on or prior to such date or (ii) the Stock Purchase Agreement is
terminated prior to September 30, 2003 without the Norilsk
Transaction having been consummated, unless the Borrower has
consummated an Alternate Transaction on or prior to such
termination or is in good faith diligently pursuing an Alternate
Transaction that would be consummated on or prior to January 2,
2004 and an Alternate Transaction is in fact consummated on or
prior to such date."
SECTION 2.1.24. Amendment of Exhibit O. Exhibit O of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"[INTENTIONALLY OMITTED]."
SECTION 2.1.25. Revised Mine Plans. The Mine Plan for the Nye Mine
and the Mine Plan for the East Boulder Mine attached as Annex I hereto are
hereby substituted, respectively, for the Mine Plan for the Nye Mine and the
Mine Plan for the East Boulder Mine provided to the Lenders in connection with
the initial extension of Loans under the Credit Agreement.
Section 2.2. Norilsk Transaction Amendments. Subject to the satisfaction (or
waiver) of the conditions set forth or referred to in Section 3.2, the Credit
Agreement will be amended as of the Norilsk Transaction Date in accordance
with this Section 2.2.
SECTION 2.2.1. Amendment to Definition of Change in Control. The
definition of Change in Control in Section 1.1 of the Credit Agreement is
hereby amended by (i) amending and restating clause (b) thereof in its
entirety to read as follows:
"(b) at any time (i) any Person (other than a Permitted
Holder), or Persons (other than Permitted Holders) acting in concert,
shall become the "beneficial holder" (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of Voting
Stock representing more than 30% of the Voting Stock of the Borrower
at any time when the Permitted Holders beneficially hold less than
51% of the Voting Stock of the Borrower or (ii) the Permitted Holders
and their Affiliates beneficially hold more than 66-2/3% of the
Voting Stock of the Borrower; or" and
(ii) inserting at the beginning of clause (c) thereof the
phrase "except in accordance with the terms of the
Stockholders Agreement;".
SECTION 2.2.2. Amendment to Section 7.1. Section 7.1 of the Credit
Agreement is hereby amended by inserting a new Section 7.1.17 at the end
thereof:
"SECTION 7.1.17. Norilsk Palladium. Prior to the sale of any
Norilsk Palladium, possession of such Norilsk Palladium shall be
maintained by JPMorgan Chase Bank or any other Person consented
to by the Administrative Agent and the Technical Agent (the
"Depository"), for the benefit of the Borrower (as beneficial
owner) and the Administrative Agent (as agent for the Secured
Parties in their capacity as holders of a security interest in
such Norilsk Palladium), and the Borrower shall cause the
Depository to provide written notice to the Administrative Agent
of each transfer of Norilsk Palladium within two (2) Business
Days of such transfer."
SECTION 2.2.3. Amendment to Section 7.2.13. Section 7.2.13 of the
Credit Agreement is amended by inserting the following at the end thereof:
"and the Borrower delivers to the Administrative Agent, with
respect to any such arrangement or contract or series of related
arrangements and contracts (collectively, an "Affiliate
Transaction") between the Borrower or any Subsidiary, on the one
hand, and Norilsk, Norimet or any of their respective Affiliates
(other than the Borrower and its Subsidiaries), on the other
hand, a resolution of the Board of Directors of the Borrower set
forth in an officer's certificate, executed by an Authorized
Officer of the Borrower, certifying that such Affiliate
Transaction complies with this Section 7.2.13 and has been
approved by a majority of the Public Directors (as defined in the
Stockholders Agreement) who do not have a direct interest in such
arrangement or contract, and attaching thereto a copy of any
opinion as to the fairness of such Affiliate Transaction from a
financial point of view to the stockholders of the Borrower
(other than Norilsk, Norimet or any of their respective
Affiliates) that is issued in connection with such Affiliate
Transaction".
Section 2.3. Supply Contract Consent. Subject to the satisfaction or
waiver of the conditions set forth in Section 3.1, the Lenders hereby consent
and agree that the Borrower's execution and delivery of the Fourth Amendment
Agreement with respect to the Ford Supply Agreement (and the Second Amendment
Agreement with respect thereto and the Third Amendment Agreement with respect
thereto) shall not constitute an Event of Default under Section 8.1.12 of the
Credit Agreement.
Section 2.4. Definition of "Revolving Loan Commitment Amount". As a
result of the Borrower's voluntary and permanent reduction of the "Revolving
Loan Commitment", as described above in the third recital to this Amendment,
the reference to "$50,000,000" in the definition of "Revolving Loan Commitment
Amount" in Section 1.1 of the Credit Agreement is a reference to
"$25,000,000".
ARTICLE III
CONDITIONS TO EFFECTIVENESS
Section 3.1. Effectiveness of Section 2.1 Amendments. The amendments
contained in Section 2.1 and the consent contained in Section 2.3 shall be
effective on the date first above written, subject to the satisfaction or
waiver to the satisfaction of the Administrative Agent of each of the
conditions contained in this Section 3.1.
SECTION 3.1.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Amendment duly executed and delivered
by (i) the Borrower and (ii) the Administrative Agent on behalf of the
Required Lenders that have executed and delivered to the Administrative Agent
their written consent to the amendments contained herein.
SECTION 3.1.2. Fifth Amendment Effective Date Certificate. The
Administrative Agent shall have received, with counterparts for each Lender, a
certificate in the form of Annex I hereto, dated as of the Fifth Amendment
Effective Date and duly executed and delivered by an Authorized Officer of the
Borrower, in which certificate the Borrower shall agree and acknowledge that
the statements made therein shall be deemed to be true and correct
representations and warranties of the Borrower as of such date, and, at the
time each such certificate is delivered, such statements shall in fact be true
and correct.
SECTION 3.1.3. Amendment Fee. The Administrative Agent shall have
received the amendment fees due and payable pursuant to Section 5.3.
SECTION 3.1.4. Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.4 (to the
extent then invoiced) and pursuant to the Credit Agreement (including all
previously invoiced fees and expenses).
SECTION 3.1.5. Mining Consultant's Report. The Mining Consultant
shall have reviewed the revised Mine Plans attached hereto as Annex II and
prepared and delivered to the Agents, the Lenders and the Borrower a written
Mining Consultant's report, reflecting the Mining Consultant's review of such
Mine Plans (the "Pincock Report").
Section 3.2. Effectiveness of Section 2.2 Amendments. The amendments
contained in Sections 2.2 shall be effective on the date each of the
conditions set forth in Section 3.1 and in this Section 3.2 are satisfied or
waived to the satisfaction of the Administrative Agent (such date, the
"Norilsk Transaction Date").
SECTION 3.2.1. Norilsk Transaction. The Norilsk Transaction shall
have been consummated in accordance with the terms of the Stock Purchase
Agreement, and the Administrative Agent shall have received 50% of the
Definite Cash Consideration and 50% of any Additional Cash Consideration for
the benefit of the Lenders for application in accordance with the terms of
Section 3.1.2 of the Credit Agreement.
SECTION 3.2.2. Prior Written Notice. The Administrative Agent shall
have received prior written notice from the Borrower of not less than five (5)
Business Days (and not more than ten (10) Business Days) of the date on which
the Norilsk Transaction would be consummated, which notice shall include
whether Additional Cash Consideration will be paid in connection with the
Norilsk Transaction.
SECTION 3.2.3. Approvals. All governmental, shareholder and third
party consents (including Hart-Scott-Rodino clearance) and approvals necessary
in connection with the consummation of the Norilsk Transaction, shall have
been duly obtained and all applicable waiting periods shall have expired
without any action being taken by any competent authority that could
reasonably be expected to restrain, prevent or impose any materially adverse
conditions on the Norilsk Transaction or result in a Material Adverse Effect.
SECTION 3.2.4. Litigation. There shall exist no pending or threatened
action, suit, investigation, litigation or proceeding that could reasonably be
expected to restrain, prevent or impose any materially adverse conditions on
the Norilsk Transaction or result in a Material Adverse Effect.
SECTION 3.2.5. Norilsk Transaction Date Certificate. The
Administrative Agent shall have received, with counterparts for each Lender, a
certificate in the form of Annex III hereto, dated as of the Norilsk
Transaction Date and duly executed and delivered by an Authorized Officer of
the Borrower, in which certificate the Borrower shall agree and acknowledge
that the statements made therein shall be deemed to be true and correct
representations and warranties of the Borrower as of such date, and, at the
time each such certificate is delivered, such statements shall in fact be true
and correct.
SECTION 3.2.6. Opinions of Counsel. The Administrative Agent shall
have received letters from counsel to the Borrower and from counsel to Norilsk
and its Affiliates entitling the Agents and the Lenders to rely on the
opinions from such counsel required to be delivered under the Stock Purchase
Agreement as if the Agents and the Lenders were the addressees thereof.
SECTION 3.2.7. Further Assurances. The Administrative Agent shall
have received all agreements, consents, approvals, instruments, certificates,
opinions and documents that it may reasonably request to assure itself that
the Lien of the Administrative Agent, for the benefit of the Secured Parties,
is perfected and is of first priority in all relevant jurisdictions.
SECTION 3.2.8. Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.4 (to the
extent then invoiced) and pursuant to the Credit Agreement (including all
previously invoiced fees and expenses).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1. Representations and Warranties. In order to induce the
Required Lenders and the Administrative Agent to enter into this Amendment,
the Borrower hereby represents and warrants to the Agents, Issuer and each
Lender, as of the date hereof, as follows:
(b) the representations and warranties set forth in Article VI of the
Credit Agreement (excluding, however, those contained in Section 6.7 of the
Credit Agreement) and in each other Loan Document are, in each case, true and
correct (unless stated to relate solely to an earlier date, in which case such
representations and warranties are true and correct as of such earlier date);
(c) there is no pending or, to the knowledge of the Borrower or its
Subsidiaries, threatened litigation, action, proceeding or labor controversy,
except as disclosed in Item 6.7 of the Disclosure Schedule, affecting the
Borrower, any of its Subsidiaries or any other Obligor, or any of their
respective properties, businesses, assets or revenues, which could reasonably
be expected to have a Material Adverse Effect, and no development has occurred
in any labor controversy, litigation, arbitration or governmental
investigation or proceeding disclosed in Item 6.7 which could reasonably be
expected to have a Material Adverse Effect;
(d) there is no pending or, to the knowledge of the Borrower or its
Subsidiaries, threatened litigation, action, proceeding or labor controversy
which purports to affect the legality, validity or enforceability of the
Credit Agreement or any other Loan Document;
(e) no Default has occurred and is continuing, and neither the
Borrower nor any of its Subsidiaries nor any other Obligor is in material
violation of any law or governmental regulation or court order or decree;
(f) this Amendment has been duly authorized, executed and delivered
by the Borrower and constitutes a legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except to the
extent the enforceability hereof may be limited by (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to or affecting the rights and remedies of
creditors generally and (ii) the effect of general principles of equity,
whether enforcement is considered in a proceeding in equity or at law; and
(g) the execution, delivery and performance by the Borrower of this
Amendment does not (i) contravene the Borrower's Organic Documents, (ii)
contravene any contractual restriction, law or governmental regulation or
court decree or order binding on or affecting the Borrower or (iii) result in,
or require the creation or imposition of, any Lien (other than the Liens
created under the Loan Documents in favor of the Administrative Agent for the
benefit of the Secured Parties) on any of the Borrower's properties.
Section 4.2. Disclosure. In furtherance of, and not in limitation of,
Section 6.13 of the Credit Agreement, (i) all factual information heretofore
or contemporaneously furnished by the Borrower in writing to any Agent or
Lender for purposes of, or in connection with, this Amendment, taken as a
whole, is true and accurate in every material respect and such information is
not incomplete by omitting to state any material fact necessary to make such
information not misleading and (ii) all projections and estimates contained in
the Mine Plans set forth in Annex II hereto have been prepared in good faith
and based on reasonable assumptions; provided that such report and all such
information, projections and estimates are to be viewed in conjunction with
the reports, statements, schedules and registration statements included in
filings made by the Borrower with the SEC prior to the delivery of such
report, information, projections and estimates, including disclosures made
pursuant to the Private Securities Litigation Reform Act of 1995 to the extent
provided to the Secured Parties.
Section 4.3. Compliance with Credit Agreement. Each Obligor is in
compliance in all material respects with all the terms and conditions of the
Credit Agreement and the other Loan Documents to be observed or performed by
it thereunder.
ARTICLE V
MISCELLANEOUS
Section 5.1. Full Force and Effect; Amendment. Except as expressly
provided herein, all of the representations, warranties, terms, covenants,
conditions and other provisions of the Credit Agreement and the other Loan
Documents shall remain in full force and effect in accordance with their
respective terms and are in all respects hereby ratified and confirmed. The
amendments set forth herein shall be limited precisely as provided for herein
to the provisions expressly amended hereby and shall not be deemed to be an
amendment to, waiver of, consent to or modification of any other term or
provision of the Credit Agreement, any other Loan Document referred to therein
or herein or of any transaction or further or future action on the part of the
Borrower or any other Obligor which would require the consent of any of the
Lenders under the Credit Agreement or any of the other Loan Documents.
Section 5.2. Loan Document Pursuant to Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the
terms and provisions of the Credit Agreement. Any breach of any
representation, warranty, condition, covenant or agreement contained in this
Amendment shall be deemed to be an Event of Default for all purposes of the
Credit Agreement and the other Loan Documents.
Section 5.3. Amendment Fee. Upon the satisfaction of the condition
set forth in clause (ii) of Section 3.1, the Borrower shall pay, without
setoff, deduction or counterclaim, a non-refundable amendment fee for the
account of each Lender that has executed and delivered (including delivery by
way of facsimile) a written consent in the form of Annex IV hereto,
authorizing the Administrative Agent to execute this Amendment, to the
attention of Mariana Baquero at Mayer, Brown, Rowe & Maw, 1675 Broadway, New
York, NY 10019 (19th Floor), telecopy (212) 262-1910, at or prior to 5:00 p.m.
New York time, on or before March 19, 2003 (as such time may be extended by
the Borrower), in the amount of fifty (50) basis points of the sum of such
Lender's Revolving Loan Commitment and the outstanding principal amount of
Term Loans payable to it, as of the date hereof. The aggregate amount of such
amendment fee shall be paid at or prior to noon, New York time, on March 20,
2003 (or, in the event that the date in the immediately preceding sentence has
been extended, the Business Day that immediately succeeds such extended date)
to the Administrative Agent for the pro rata account of the Lenders entitled
to receive such amendment fee.
Section 5.4. Fees and Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this Amendment,
including the reasonable fees and disbursements of Mayer, Brown, Rowe and Maw,
as counsel for the Administrative Agent.
Section 5.5. Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.
Section 5.6. Execution in Counterparts. This Amendment may be
executed by the parties hereto in counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one and the
same agreement.
Section 5.7. Cross-References. References in this Amendment to any
Article or Section are, unless otherwise specified or otherwise required by
the context, to such Article or Section of this Amendment.
Section 5.8. Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision in any
other jurisdiction.
Section 5.9. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
Section 5.10. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
STILLWATER MINING COMPANY
By: /s/ John R. Stark
_______________________________
Name: John R. Stark
Title: Vice President
TORONTO DOMINION (TEXAS), INC.,
as Administrative Agent
By: /s/ Lynn Chasin
_______________________________
Name: Lynn Chasin
Title: Vice President
EXHIBIT 99.1
FOR IMMEDIATE RELEASE: March 20, 2003
CONTACT: John W. Pearson
406-322-8742
STILLWATER MINING ANNOUNCES
CREDIT AGREEMENT AMENDMENT
COLUMBUS, MONTANA - STILLWATER MINING COMPANY (NYSE:SWC) announced today that
it has received the fifth amendment to the Company's credit agreement. The
amendment allows the Norilsk Nickel transaction to proceed subject to
shareholder approval, completion of review under the Hart-Scott-Rodino
Antitrust Improvements Act and other conditions. Additionally, the amendment
aligns certain of its covenants and other provisions with the Company's 2003
operating plan and revised long-range plan announced on February 18, 2003. The
effectiveness of the amendment also gives the Company immediate access to
$17.5 million of undrawn funds under the $25 million revolving credit
facility. The revolving credit facility was voluntarily reduced by the
Company, from $50 million to $25 million, as provisions under the agreement
made the incremental portion inaccessible.
At December 31, 2002 and currently, the Company has $58.1 million and $128.8
million outstanding under the five-year Term A and seven-year Term B loans,
respectively, bearing interest at 5.06% and 6.75%, respectively and $7.5
million outstanding as letters of credit under the revolving credit facility
bearing interest at 3.375%. In exchange for the production and financial
covenant relief and other provisions of the amendment, the Company has agreed
to an amendment fee of 50 basis points, or approximately $1.1 million, and a
50 basis point increase in the interest rate payable on the loan. The interest
rate on the five-year term loan and the revolving credit facility will be
between 3.50% to 3.875% above the London Interbank Borrowing Rate ("LIBOR")
and the seven-year term loan will be priced at 4.75% above LIBOR.
The credit agreement had previously provided that in the event of a change in
control of the Company, the entire facility would immediately become due and
payable. The credit agreement now provides for an event of default in the
event that the Norilsk Nickel transaction is not consummated by January 2,
2004, unless by such time the Company consummates an alternate transaction
which raises certain thresholds of new capital through an issuance of equity
or unsecured subordinated debt. In accordance with the provisions of the
original credit facility, regarding use of proceeds from the issue of the
company's equity, 50% of the net cash to be realized under the Norilsk Nickel
transaction, including any cash realized from the sale of the palladium
consideration, must be used to prepay the bank indebtedness.
Francis R. McAllister, Chairman and Chief Executive Officer stated, "The
amended credit agreement should facilitate our ability to focus on reducing
our operating costs, and will allow us to proceed with the Norilsk Nickel
transaction, subject to approval of the Company's shareholders, completion of
review under the Hart-Scott-Rodino Act and other conditions."
"While the new operating covenants remain tight and will require us to closely
monitor compliance, the Company's liquidity needs should be satisfied for the
remainder of this year. We are pleased with the continued support from our
banking group as evidenced by these amendments," concluded Mr. McAllister.
Stillwater Mining Company is the only U.S. producer of palladium and platinum
and the only significant primary producer of platinum group metals outside of
South Africa. The Company is traded on the New York Stock Exchange under the
symbol SWC. Information on Stillwater Mining can be found at its web site:
www.stillwatermining.com.
_________________________
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Some statements
contained in this release are forward-looking and, therefore, involve
uncertainties or risks that could cause actual results to differ materially
from projected results. Such forward-looking statements include comments
regarding achieving production goals, commencement of commercial operations at
the East Boulder mine, a higher grade ore zone, supply and demand and market
prices for palladium and platinum and the potential effect of lower PGM
prices. Factors that could cause actual results to differ materially include
price volatility of palladium and platinum, the operational and financial
difficulties of commencing and sustaining commercial operations at a new mine,
risk of cost overruns, inaccurate forecasts, problems with productivity,
unexpected events during expansion or development, fluctuations in ore grade,
tons mined, crushed or milled, economic and political events affecting supply
and demand for platinum and palladium, ability to access bank or other
financing, economic developments affecting the capital markets, dependence on
a few customers, labor difficulties, inadequate insurance coverage, government
regulations, property title uncertainty, amounts and prices of the Company's
forward metals sales under hedging and supply contracts, complexity of
processing platinum group metals, difficulty of estimating reserves
accurately, dependence on a single mine, geological, technical, mining or
processing problems, and availability and cost of electricity. These and other
factors are discussed in more detail in the Company's filings with the
Securities and Exchange Commission, including the "Risk Factors" set forth in
the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Descriptions of events relating to the palladium and platinum markets are not
intended to be complete, and readers are advised to obtain their own
information and advice regarding commodities markets. The Company disclaims
any obligation to update forward-looking statements.
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