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Employment Agreement
Employment Agreement (37K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 26, 2000, is by and between STILLWATER
MINING COMPANY, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), and Ronald W. Clayton ("Employee").
WHEREAS, the Company desires to employ Employee and Employee desires to
be employed by the Company pursuant to the terms and conditions of this
Agreement; and
WHEREAS, the Company has heretofore determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company;
and
WHEREAS, the Company has determined it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control, to encourage the
Employee's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control and to provide the Employee
with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits to be paid to the Employee are at
least as favorable as those in effect at the time of the Change of Control and
which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to serve as
Vice President, Nye Operations for the Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on the date
above and ending December 31, 2000, unless sooner terminated as hereinafter
provided. The Agreement shall thereafter continue in effect for subsequent one
(1) year terms, commencing January 1, unless altered or terminated as
hereinafter provided; provided, however, that following a Change of Control, as
defined in Section 5.6, the Employment Term shall continue for no less than one
(1) additional year. The period of Employee's employment hereunder, including
any extension or extensions pursuant to the foregoing sentence, from the date of
commencement until the date of expiration or termination of this Agreement, is
referred to hereinafter as the "Employment Term."
{PAGE} 2
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by the
Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee shall
have the authority customarily held by others holding positions similar to those
assigned to Employee in similar businesses, subject to the general and customary
supervision of the Company's Board of Directors and Chief Executive Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of
One Hundred Fifty Thousand Dollars ($150,000) per year, payable at the usual
times for the payment of the Company's executive employees, subject to
adjustment as provided herein. Employee's base salary shall be reviewed at least
annually and may be increased, but not decreased, consistent with general salary
increases for the Company's executive employees or as appropriate in light of
the performance of Employee and the Company. Notwithstanding anything herein to
the contrary, Employee's base salary may be reduced in the event of an
across-the-board salary reduction for all executive officers; provided, however,
that the percentage reduction of Employee's base salary shall not exceed the
highest percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 30% of
the Employee's base salary. At the discretion of the Board of Directors all or
part on any bonus earned may be paid in Restricted Stock.
4.3 Employee Benefits. Employee shall be eligible to receive annual
grants of stock options at the discretion of the Board of Directors. Employee
shall be eligible to participate in such other of the Company's employee benefit
plans and to receive such benefits for which his level of employment makes him
eligible, in accordance with the Company's policies as in effect from time to
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Employment Agreement
Employment Agreement (37K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of May 28, 2000, is by and between STILLWATER
MINING COMPANY, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), and Robert M. Taylor ("Employee").
WHEREAS, the Company desires to employ Employee and Employee desires to
be employed by the Company pursuant to the terms and conditions of this
Agreement; and
WHEREAS, the Company has heretofore determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company;
and
WHEREAS, the Company has determined it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control, to encourage the
Employee's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control and to provide the Employee
with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits to be paid to the Employee are at
least as favorable as those in effect at the time of the Change of Control and
which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to serve as
Vice President, East Boulder Operations for the Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on the date
above and ending December 31, 2000, unless sooner terminated as hereinafter
provided. The Agreement shall thereafter continue in effect for subsequent one
(1) year terms, commencing January 1, unless altered or terminated as
hereinafter provided; provided, however, that following a Change of Control, as
defined in Section 5.6, the Employment Term shall continue for no less than one
(1) additional year. The period of Employee's employment hereunder, including
any extension or extensions pursuant to the foregoing sentence, from the date of
commencement until the date of expiration or termination of this Agreement, is
referred to hereinafter as the "Employment Term."
{PAGE} 2
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by the
Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee shall
have the authority customarily held by others holding positions similar to those
assigned to Employee in similar businesses, subject to the general and customary
supervision of the Company's Board of Directors and Chief Executive Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of One
Hundred Fifty Thousand Dollars ($150,000) per year, payable at the usual times
for the payment of the Company's executive employees, subject to adjustment as
provided herein. Employee's base salary shall be reviewed at least annually and
may be increased, but not decreased, consistent with general salary increases
for the Company's executive employees or as appropriate in light of the
performance of Employee and the Company. Notwithstanding anything herein to the
contrary, Employee's base salary may be reduced in the event of an
across-the-board salary reduction for all executive officers; provided, however,
that the percentage reduction of Employee's base salary shall not exceed the
highest percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 30% of
the Employee's base salary. At the discretion of the Board of Directors all or
part on any bonus earned may be paid in Restricted Stock.
4.3 Employee Benefits. Employee shall be eligible to receive annual grants
of stock options at the discretion of the Board of Directors. Employee shall be
eligible to participate in such other of the Company's employee benefit plans
and to receive such benefits for which his level of employment makes him
eligible, in accordance with the Company's policies as in effect from time to
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Employment Agreement
Employment Agreement (63K)
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STILLWATER MINING COMPANY
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of February 12,
2001, is made by and between Stillwater Mining Company, a Delaware corporation
(the "Company"), and Francis McAllister ("Executive") (each individually a
"Party" and collectively, the "Parties").
R E C I T A L S
WHEREAS, the Company desires to employ Executive and Executive desires
to be employed by the Company pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the Parties
agree as follows:
1. Employment; Duties and Scope.
(a) Position. Executive shall serve as the Company's Chief
Executive Officer and Chairman of its Board of Directors (the "Board"). For so
long as he is serving on the Board, Executive agrees to serve as a member of any
committee of the Board to which he is elected. In any and all such capacities,
Executive shall report only to the Board. Executive shall have and perform such
duties, responsibilities, and authorities as are customary for the chairman and
chief executive officer of corporations of similar size and businesses as the
Company as they may exist from time to time and as are consistent with such
positions and status.
(b) Duties; Obligations to the Company. During the Employment
Term, Executive shall devote his full business efforts and time to the Company
and the Company will be entitled to all of the benefits and profits arising from
or incident to all such work services and advice. Executive shall be responsible
for performing the business and professional services typically performed by the
chief executive officer of any company, or as may reasonably assigned to him by
the Board, subject to the general and customary supervision of the Board.
Executive agrees not to render commercial or professional services of any nature
to any person or organization, whether or not for compensation, during the
Employment Term without advance written approval of the Board, and Executive
will not directly or indirectly engage or participate during the Employment Term
in any business that is competitive in any manner with the Company's business;
provided, however, that this shall not preclude Executive from owning up to two
percent (2%) of the outstanding equity securities of a corporation whose stock
is listed on a national stock exchange or the NASDAQ.
(c) No Conflicting Obligations. Executive represents and warrants
to the Company that he is under no obligation or commitment, whether contractual
or otherwise, that is inconsistent with his obligations under this Agreement.
Executive represents and warrants that he will not use or disclose, in
connection with his employment by the Company, any trade secrets or other
proprietary information or intellectual property in which Executive or any other
person has any
-1-
{PAGE} 2
right, title, or interest and that his employment by the Company as contemplated
by this Agreement will not infringe or violate the rights of any other person or
entity. Executive represents and warrants to the Company that he has returned
all property and confidential information belonging to any prior employers.
2. Employment Term.
(a) The Initial Period of Executive's employment pursuant to this
Agreement shall begin February 12, 2001 (the "Commencement Date") and shall end
on February 11, 2004 ("Initial Period"), unless otherwise terminated by either
Party prior to the scheduled termination date as provided in Section 9 of this
Agreement.
(b) The Initial Period shall automatically be extended for
successive one year periods ("Renewal Period"), if not already otherwise
terminated as provided in this Agreement, unless either Party notifies the other
no later than six (6) months prior to the scheduled termination such Initial
Period or Renewal Period, in which case Executive's employment shall terminate
upon the scheduled termination date of the applicable Initial Period or Renewal
Period.
(c) In the event that this Agreement is not renewed because
Executive has given the 6-month notice prescribed in Section 2(b) on or before
the expiration of the Initial Period or any Renewal Period, such non-renewal
shall be treated as a Termination for Cause and Executive shall have the same
entitlements as provided in Section 10(b)(iii) below.
(d) The entire term of Executive's employment pursuant to this
Agreement from the Commencement Date until the date of expiration or termination
of Executive's employment pursuant to this Agreement shall be referred to herein
as the "Employment Term."
3. Board Membership. Executive currently serves as Chairman of the
Board. Executive's service on the Board at all times shall be without additional
compensation.
4. Cash Compensation.
(a) Base Salary. During the Employment Term, the Company shall pay
the Executive as compensation for his services a semi-monthly base salary at the
annualized rate of three hundred seventy-five thousand dollars ($375,000), less
applicable deductions and withholdings. Such base salary shall be paid
semi-monthly in accordance with normal Company payroll practices and procedures.
Executive's base salary shall be reviewed for increase no less than every twelve
(12) months and shall be subject to decrease only in the event (and only to the
extent) of an across-the-board reduction for other senior management employees
of the Company. (The annualized base salary to be paid to Executive pursuant to
this Section 4(a), together with any subsequent modifications thereto, shall be
referred to in this Agreement as the "Base Salary.")
(b) Bonuses. Executive shall be eligible to earn an annual target
bonus equal to 50% of his Base Salary (the "Target Bonus") based upon criteria
determined by the Board for each year during the Employment Term, starting with
the year commencing January 1, 2001 (except that for the year 2001, the Target
Bonus amount shall be $165,000, which is a pro rata portion of the
-2-
{PAGE} 3
Target Bonus for such period based on the Commencement Date). Although 50% of
the Base Salary is the Target Bonus, the Board in its discretion may pay
Executive a bonus equal to as low as 0% of his Base Salary or as high as 100%,
depending on the level of goal achievement. For 2001, the Company shall provide
Executive with written notice of that period's performance goals no later than
April 31, 2001; thereafter, written notice of the performance goals shall be
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Employment Agreement
Employment Agreement (36K)
Doc #376814: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is by and between STILLWATER
MINING COMPANY, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), and Robert M. Taylor ("Employee").
WHEREAS, the Company desires to employ Employee and Employee desires
to be employed by the Company pursuant to the terms and conditions of this
Agreement; and
WHEREAS, the Company has heretofore determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company;
and
WHEREAS, the Company has determined it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control, to encourage the
Employee's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control and to provide the Employee
with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits to be paid to the Employee are at
least as favorable as those in effect at the time of the Change of Control and
which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to serve as
Vice President, East Boulder Operations for the Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on the
date above and ending December 31, 2000, unless sooner terminated as hereinafter
provided. The Agreement shall thereafter continue in effect for subsequent one
(1) year terms, commencing January 1, unless altered or terminated as
hereinafter provided; provided, however, that following a Change of Control, as
defined in Section 5.6, the Employment Term shall continue for no less than one
(1) additional year. The period of Employee's employment hereunder, including
any extension or extensions pursuant to the foregoing sentence, from the date of
commencement until the date of expiration or termination of this Agreement, is
referred to hereinafter as the "Employment Term."
{PAGE}
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by the
Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee
shall have the authority customarily held by others holding positions similar to
those assigned to Employee in similar businesses, subject to the general and
customary supervision of the Company's Board of Directors and Chief Executive
Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of One
-----------
Hundred Fifty Thousand Dollars ($150,000) per year, payable at the usual times
for the payment of the Company's executive employees, subject to adjustment as
provided herein. Employee's base salary shall be reviewed at least annually and
may be increased, but not decreased, consistent with general salary increases
for the Company's executive employees or as appropriate in light of the
performance of Employee and the Company. Notwithstanding anything herein to the
contrary, Employee's base salary may be reduced in the event of an across-the-
board salary reduction for all executive officers; provided, however, that the
percentage reduction of Employee's base salary shall not exceed the highest
percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
----------------------
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 50% of
the Employee's base salary.
4.3 Employee Benefits. Employee shall be eligible to receive annual grants
-----------------
of stock options at the discretion of the Board of Directors. Employee shall be
eligible to participate in such other of the Company's employee benefit plans
and to receive such benefits for which his level of employment makes him
eligible, in accordance with the Company's policies as in effect from time to
time during the Employment Term; provided, however, that Employee shall be
376814
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| 2008 |
R E C I T a L S
R E C I T a L S (55K)
Doc #3274344: Click preview link for longer preview.
STILLWATER MINING COMPANY
EMPLOYMENT AGREEMENT
This Employment Agreement (the �Agreement�), dated as of February 4, 2008, is made by and between Stillwater Mining Company, a Delaware corporation (the �Company�), and Greg R. Struble (�Executive�) (each individually a �Party� and collectively, the �Parties�).
R E C I T A L S
WHEREAS, the Company desires to employ Executive and Executive desires to be employed by the Company pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants . . .
3274344
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| 2003 |
General Employee Stock Plan [Amended and Restated]
General Employee Stock Plan [Amended and Restated] (33K)
Doc #376712: Click preview link for longer preview.
STILLWATER MINING COMPANY
AMENDED AND RESTATED
GENERAL EMPLOYEE STOCK PLAN
Section 1. Purposes. The purposes of this Stillwater Mining Company
General Employee Stock Plan, as further amended from time to time (the "Plan")
are to promote the interests of Stillwater Mining Company and its stockholders
by (i) attracting and retaining personnel, including employees and consultants
of the Company and its Affiliates, as defined below, (ii) motivating such
employees by means of performance related incentives to achieve longer-range
performance goals, and (iii) enabling such employees and consultants to
participate in the long-term growth and financial success of the Company.
Section 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:
"Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.
"Alternative Award" shall mean an Award granted in tandem with, either
at the same or a later time as, another Award having substantially similar
economic characteristics, the exercise of which would result in the cancellation
of such other Award.
"Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, or Other Stock-Based Award.
"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"Committee" shall mean (i) the Board, or (ii) a committee of one or
more members of the Board designated by the Board, which may include directors
who are officers of the Company, to administer the Plan.
"Company" shall mean Stillwater Mining Company, together with any
successor thereto.
"Consultant" shall mean any Person who is engaged by the Company or any
Affiliate to render consulting or advisory services to such entity, provided
that such Person is not (i) a member of the Company's Board of Directors or (ii)
an officer of the Company, as such term is defined in Rule 16a-1(f) of Section
16 of the Exchange Act.
"Employee" shall mean any employee of the Company or of any Affiliate,
provided that such Employee is not (i) a member of the Company's Board of
Directors or (ii) an officer of the Company, as such term is defined in Rule
16a-1(f) of Section 16 of the Exchange Act.
{PAGE}
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" shall mean the fair market value of the property or
other item being valued, as determined by the Committee acting in good faith.
"Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option pursuant
to Section 422 of the Code.
"Option" shall mean a Non-Qualified Stock Option.
"Other Stock-Based Award" shall mean any right granted under Section
6(d) of the Plan.
"Participant" shall mean any Employee or Consultant selected by the
Committee to receive an Award under the Plan.
"Person" shall mean any individual, corporation, partnership,
association, Joint-stock Company, trust, unincorporated organization, government
or political subdivision thereof or other entity.
"Restricted Period" shall mean the period of time selected by the
Committee (as may be amended by the Committee from time to time) during which a
grant of Restricted Stock may be forfeited to the Company.
"Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.
"SEC" shall mean the Securities and Exchange Commission, or any
successor thereto and shall include the staff thereof.
"Shares" shall mean the common shares of the Company, $0.01 par value,
or, following an adjustment under Section 4(b) of the Plan, such other
securities or property as may become subject to Awards in substitution for such
common shares pursuant to such adjustment.
"Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.
Section 3. Administration.
(a) Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to
eligible Participants; (iii) determine the number of Shares to be covered by, or
with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property, or cancelled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances cash, Shares,
other securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the holder thereof or of the Committee; (vii) interpret and administer the Plan
and any instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and
376712
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General Employee Stock Plan
General Employee Stock Plan (33K)
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376799
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| 2001 |
Indenture
Indenture (243K)
Doc #376782: Click preview link for longer preview.
STILLWATER MINING COMPANY
and
_____________________, as Trustee
Indenture
Dated as of _______________
Debt Securities
================================================================================
{PAGE}
CROSS REFERENCE SHEET*
Between
Provisions of Trust Indenture Act (as defined herein) and Indenture dated
as of ________________ between STILLWATER MINING COMPANY and ______________,
Trustee:
{Table}
{Caption}
SECTION OF THE ACT SECTION OF INDENTURE
{S} {C}
310(a)(1) and (2)...............................................................................................6.9
310(a)(3) and (4)......................................................................................Inapplicable
310(b).................................................................................6.8 and 6.10(a), (b) and (d)
310(c).................................................................................................Inapplicable
311(a).........................................................................................................6.14
311(b).........................................................................................................6.14
311(c).................................................................................................Inapplicable
312(a)..................................................................................................4.1 and 4.2
312(b)..........................................................................................................4.2
312(c)..........................................................................................................4.2
313(a)..........................................................................................................4.3
313(b)(1)..............................................................................................Inapplicable
313(b)(2).......................................................................................................4.3
313(c)...................................................................................4.3, 5.11, 6.10, 6.11, 8.2
and 12.2
313(d)..........................................................................................................4.3
314(a)..................................................................................................3.5 and 4.2
314(b).................................................................................................Inapplicable
314(c)(1) and (2)..............................................................................................11.5
314(c)(3)..............................................................................................Inapplicable
314(d).................................................................................................Inapplicable
314(e).........................................................................................................11.5
314(f).................................................................................................Inapplicable
315(a), (c) and (d).............................................................................................6.1
315(b).........................................................................................................5.11
315(e).........................................................................................................5.12
316(a)(1)..............................................................................................5.9 and 5.10
316(a)(2)..............................................................................................Not required
316(a) (last sentence)..........................................................................................7.4
316(b)..........................................................................................................5.7
317(a)..........................................................................................................5.2
317(b)...............................................................................................3.4(a) and (b)
318(a).........................................................................................................11.7
{/Table}
* This Cross Reference Sheet is not part of the Indenture.
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
----
{S} {C}
ARTICLE I
DEFINITIONS
SECTION 1.1 CERTAIN TERMS DEFINED................................................................................1
ARTICLE II
SECURITIES
SECTION 2.1 FORMS GENERALLY......................................................................................7
SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION......................................................7
SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES.................................................................8
SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES...........................................................11
SECTION 2.5 EXECUTION OF SECURITIES.............................................................................14
SECTION 2.6 CERTIFICATE OF AUTHENTICATION.......................................................................14
SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENT
OF INTEREST..................................................................................14
SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE.................................................................15
SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND
STOLEN SECURITIES............................................................................19
SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF....................................................20
SECTION 2.11 TEMPORARY SECURITIES...............................................................................20
ARTICLE III
COVENANTS OF THE ISSUER
SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST...................................................................21
SECTION 3.2 OFFICES FOR PAYMENTS, ETC...........................................................................21
SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE..................................................22
SECTION 3.4 PAYING AGENTS.......................................................................................22
SECTION 3.5 COMPLIANCE CERTIFICATES.............................................................................23
SECTION 3.6 CORPORATE EXISTENCE.................................................................................24
ARTICLE IV
SECURITYHOLDER LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE
SECTION 4.1 ISSUER TO FURNISH TRUSTEE INFORMATION AS TO
NAMES AND ADDRESSES OF SECURITYHOLDERS.......................................................24
SECTION 4.2 REPORTS BY THE ISSUER...............................................................................24
SECTION 4.3 REPORTS BY THE TRUSTEE..............................................................................25
{/Table}
i
{PAGE}
{Table}
{Caption}
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{S} {C}
ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT
SECTION 5.1 EVENT OF DEFAULT DEFINED, ACCELERATION OF
MATURITY; WAIVER OF DEFAULT..................................................................26
SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE;
TRUSTEE MAY PROVE DEBT.......................................................................30
SECTION 5.3 APPLICATION OF PROCEEDS.............................................................................32
SECTION 5.4 SUITS FOR ENFORCEMENT...............................................................................33
SECTION 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF
PROCEEDINGS..................................................................................33
SECTION 5.6 LIMITATIONS ON SUITS BY SECURITY HOLDERS............................................................34
SECTION 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO
INSTITUTE CERTAIN SUITS......................................................................34
SECTION 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR
OMISSION NOT WAIVER OF DEFAULT...............................................................34
SECTION 5.9 CONTROL BY HOLDERS OF SECURITIES....................................................................35
SECTION 5.10 WAIVER OF PAST DEFAULTS............................................................................35
SECTION 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES............................................................36
SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING
TO PAY COSTS.................................................................................36
ARTICLE VI
CONCERNING THE TRUSTEE
SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE;
DURING DEFAULT; PRIOR TO DEFAULT.............................................................37
SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE.......................................................................38
SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION
OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF.............................................39
SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES OR
COUPONS; COLLECTIONS, ETC....................................................................39
SECTION 6.5 MONEYS HELD BY TRUSTEE..............................................................................39
SECTION 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND
ITS PRIOR CLAIM..............................................................................40
SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICER'S
CERTIFICATE, ETC.............................................................................40
{/Table}
ii
{PAGE}
{Table}
{Caption}
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{S} {C}
SECTION 6.8 QUALIFICATION OF TRUSTEE: CONFLICTING INTERESTS.....................................................40
SECTION 6.9 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.........................................................41
SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR TRUSTEE............................................................................41
SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.....................................................42
SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS OF TRUSTEE.......................................................................44
SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST
THE ISSUER...................................................................................44
SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT................................................................44
ARTICLE VII
CONCERNING THE SECURITYHOLDERS
SECTION 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS.........................................................45
SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF
HOLDING OF SECURITIES........................................................................46
SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS.....................................................................46
SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING...................................................46
SECTION 7.5 RIGHT OF REVOCATION OF ACTION TAKEN.................................................................47
ARTICLE VIII
SUPPLEMENTAL INDENTURES
SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT
OF SECURITYHOLDERS...........................................................................47
SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT
OF SECURITYHOLDERS...........................................................................49
SECTION 8.3 EFFECT OF SUPPLEMENTAL INDENTURE....................................................................51
SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE....................................................................51
SECTION 8.5 NOTATION ON SECURITIES IN RESPECT OF
SUPPLEMENTAL INDENTURES......................................................................51
ARTICLE IX
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
SECTION 9.1 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.................................................51
SECTION 9.2 SUCCESSOR CORPORATION SUBSTITUTED...................................................................52
SECTION 9.3 OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE...........................................................52
{/Table}
iii
{PAGE}
{Table}
{Caption}
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----
{S} {C}
ARTICLE X
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS
SECTION 10.1 SATISFACTION AND DISCHARGE OF INDENTURE............................................................52
SECTION 10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED
FOR PAYMENT OF SECURITIES....................................................................56
SECTION 10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT...........................................................56
SECTION 10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING
AGENT UNCLAIMED FOR TWO YEARS................................................................56
SECTION 10.5 INDEMNITY FOR U.S. GOVERNMENT OF OBLIGATIONS.......................................................57
SECTION 10.6 EFFECT ON SUBORDINATION PROVISIONS.................................................................57
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL
LIABILITY....................................................................................57
SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF
PARTIES AND HOLDERS OF SECURITIES AND COUPONS................................................58
SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND
BY INDENTURE.................................................................................58
SECTION 11.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND
HOLDERS OF SECURITIES AND COUPONS............................................................58
SECTION 11.5 OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN...........................................................59
SECTION 11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS....................................................60
SECTION 11.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH
TRUST INDENTURE ACT..........................................................................60
SECTION 11.8 THIS INDENTURE AND EACH SECURITY AND COUPON
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS
OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION,
SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW..............................................................................60
SECTION 11.9 COUNTERPARTS.......................................................................................61
SECTION 11.10 EFFECT OF HEADINGS................................................................................61
SECTION 11.11 SECURITIES IN A FOREIGN CURRENCY..................................................................61
{/Table}
iv
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{Caption}
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{S} {C}
SECTION 11.12 JUDGMENT CURRENCY.................................................................................61
SECTION 11.13 AGREEMENT TO SUBORDINATE..........................................................................62
ARTICLE XII
REDEMPTION OF SECURITIES AND SINKING FUNDS
SECTION 12.1 APPLICABILITY OF ARTICLE...........................................................................62
SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS..........................................................62
SECTION 12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION........................................................64
SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY
FOR SELECTION FOR REDEMPTION.................................................................65
SECTION 12.5 MANDATORY AND OPTIONAL SINKING FUNDS...............................................................65
{/Table}
v
{PAGE}
THIS INDENTURE, dated as of __________, by and between STILLWATER MINING
COMPANY, a Delaware corporation (the "Issuer"), and _______________,
_______________, as trustee (the "Trustee"),
WITNESSETH:
WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture;
WHEREAS, the Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and
WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;
NOW, THEREFORE:
In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities and of the coupons, if any, appertaining thereto as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), or the definitions of which in the Securities Act of
1933, as amended (the "Securities Act"), are referred to in the Trust Indenture
Act, including terms defined therein by reference to the Securities Act (except
as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meaning assigned to such terms in the Trust Indenture
Act and in the Securities Act as in effect from time to time. All accounting
terms used herein and not expressly defined shall have the meanings assigned to
such terms in accordance with generally accepted accounting principles, and the
term "generally accepted accounting principles" means such accounting principles
as are generally accepted at the time of any computation unless a different time
shall be specified with respect to such series of Securities as provided for in
376782
| |
 BNY
As referenced in this Indenture:
Bank of New York – Market Exchange Rate shall mean the
noon Dollar buying rate in The City of New York for cable transfers of such
currency or currencies as published by the Federal Reserve Bank of New York as
of the most recent available date. If such Market Exchange Rate is not available
for any reason with respect to such currency, the Trustee shall use, in its sole
_____________
Bank of New York – not available
for any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York or quotations from one or more major banks in The City
of New York or in the country of issue of the currency in question, which for
purposes of the
_____________
dt 1005888
|
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Independent Accountants' Consent
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Limited Waiver
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LIMITED WAIVER
THIS LIMITED WAIVER dated as of March 31, 2004 (this "Limited Waiver")
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).
WITNESSETH:
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, as further amended by Amendment No.
2, dated as of November 30, 2001, as further amended by Waiver, Consent and
Amendment No. 3, dated as of January 28, 2002, as further amended by Amendment
No. 4, dated as of October 25, 2002, as further amended by Consent and Amendment
No. 5, dated as of March 20, 2003, the "Credit Agreement");
WHEREAS, the Borrower has requested the Lenders to grant, on the terms
and subject to the conditions hereof, a limited waiver of the terms of clause
(ii) of Section 8.1.14 of the Credit Agreement with respect to the
four-consecutive-Fiscal-Quarter period ending on the last day of the first
Fiscal Quarter of the 2004 Fiscal Year and the second Fiscal Quarter of the 2004
Fiscal Year; and
WHEREAS, the requisite Lenders are willing, on and subject to the terms
and conditions set forth below, to grant the limited waiver provided below;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Borrower and the requisite Lenders hereby agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Certain Definitions. The following terms (whether or not
underscored) when used in this Limited Waiver shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):
"Administrative Agent" is defined in the preamble.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
{PAGE}
"Limited Waiver" is defined in the preamble.
ARTICLE II
LIMITED WAIVER
Subject to the satisfaction of the conditions set forth in Article III,
the Lenders, as of the date hereof, hereby waive the occurrence of an Event of
Default pursuant to the provisions of clause (ii) of Section 8.1.14 of the
Credit Agreement as a result of the Borrower failing to maintain combined
Palladium Production and Platinum Production of at least (i) 590,000 ounces for
the four-consecutive-Fiscal-Quarter period ending on the last day of the first
Fiscal Quarter of the 2004 Fiscal Year and (ii) 600,000 ounces for the
four-consecutive-Fiscal-Quarter period ending on the last day of the second
Fiscal Quarter of the 2004 Fiscal Year.
The above limited waiver shall be limited precisely as written and
relates solely to the breach of the provisions of the occurrence of an Event of
Default as a result of the Borrower failing to comply with the provisions of
clause (ii) of Section 8.1.14 of the Credit Agreement and nothing in this
Limited Waiver shall be deemed to constitute a waiver of the occurrence of an
Event of Default as a result of the Borrower failing to comply with the
provisions of clause (ii) of Section 8.1.14 of the Credit Agreement for any
other period.
ARTICLE III
CONDITIONS OF EFFECTIVENESS
This Limited Waiver shall be effective on the date first above written,
subject to the satisfaction or waiver of each of the conditions contained in
Article III.
SECTION 3.1 Execution of Counterparts. The Administrative Agent shall
have received counterparts of this Limited Waiver 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 Administrative Agent their written
consent to the limited waiver contained herein.
SECTION 3.2 Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.3 (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
376697
| |
 Mayer Brown
As referenced in this Limited Waiver:
Mayer, Brown, Rowe & Maw, – by Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Limited Waiver and the
documents and transactions contemplated hereby, including the reasonable fees
and disbursements of Mayer, Brown, Rowe & Maw, LLP as counsel for the
Administrative Agent.
SECTION 5.4 Headings. The various headings of this Limited Waiver are
inserted for convenience only and shall not affect the meaning
_____________
dt 1337402
|
Preview
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LIMITED WAIVER
THIS LIMITED WAIVER dated as of December 31, 2002 (this "Limited
Waiver") is made by and among STILL WATER 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).
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, Westdeutschce 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, as further amended by Amendment No.
2, dated as of November 30, 2001, as further amended by Waiver, Consent and
Amendment No. 3, dated as of January 28, 2002, and as further amended by
Amendment No. 4, dated as of October 25, 2002, the "Credit Agreement");
WHEREAS, the Borrower has requested the Lenders to grant, on the terms
and subject to the conditions hereof, a limited waiver of (i) the terms of
clause (d)(i) of Section 7.2.4 of the Credit Agreement with respect to the two
consecutive Fiscal Quarters ending on the last day of the fourth Fiscal Quarter
of the 2002 Fiscal Year and (ii) the terms of clause (ii) of Section B.I.14 of
the Credit Agreement with respect to the four-consecutive-Fiscal-Quarter period
ending on the last day of the fourth Fiscal Quarter of the 2002 Fiscal Year; and
WHEREAS, the requisite Lenders are willing, on and subject to the terms
and conditions set forth below, to grant the limited waiver provided below;
NOW THEREFORE, in consideration of the premises and the mutual
agreement herein contained, the Borrower and the requisite Lenders hereby agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Certain Definitions. The following terms (whether or not
underscored) when used in this Limited Waiver shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):
"Administrative Agent" is defined in the preamble.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
{PAGE}
"Limited Waiver" is defined in the preamble.
ARTICLE II
LIMITED WAIVER
Subject to the satisfaction of the conditions set forth in Article III,
the Lenders, as of the date hereof, hereby waive
(i) a breach of the provisions of clause (d)(i) of Section
7.2.4 of the Credit Agreement as a result of the Borrower permitting
the Fiscal-Quarter-average of primary and project development with
respect to the Nye Mine based on the two consecutive Fiscal Quarters
ending on the last day of the fourth Fiscal Quarter of the 2002 Fiscal
Year to be less than 6,800 feet; provided that the Borrower does not
permit the Fiscal-Quarter-average of primary and project development
with respect to the Nye Mine, measured in feet, based on the two
consecutive Fiscal Quarters ending on the last day of the fourth Fiscal
Quarter of the 2002 Fiscal Year to be less than 6,150 feet; and
(ii) the occurrence of an Event of Default pursuant to the
provisions of clause (ii) of Section 8.1.14 of the Credit Agreement as
a result of the Borrower failing to maintain combined Palladium
Production and Platinum Production of at least 620,000 ounces for the
four-consecutive-Fiscal-Quarter period ending on the last day of the
fourth Fiscal Quarter of the 2002 Fiscal Year; provided that the
Borrower maintains a combined Palladium Production and Platinum
Production, measured in returnable ounces, of at least 612,500 ounces
for the four-consecutive-Fiscal-Quarter period ending on the last day
of the fourth Fiscal Quarter of the 2002 Fiscal Year.
The above limited waiver shall be limited precisely as written and
relates solely to the breach of the provisions of clause (d)(i) of Section 7.2.4
of the Credit Agreement and the occurrence of an Event of Default as a result of
the Borrower failing to comply with the provisions of clause (ii) of Section
8.1.14 of the Credit Agreement, in the manner and to the extent set forth above,
and nothing in this Limited Waiver shall be deemed to constitute a waiver of (i)
a breach of the provisions of clause (d)(i) of Section 7.2.4 of the Credit
Agreement for any two consecutive Fiscal Quarters ending on the last day of any
376747
| |
Mayer Brown
As referenced in this Limited Waiver:
Mayer, Brown, Rowe & Maw, – by way of facsimile)
a written consent in the form of Annex I hereto, authorizing the Administrative
Agent to execute this Limited Waiver, 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
December 30, 2002 (
_____________
Mayer, Brown, Rowe & Maw, – by Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Limited Waiver and the
documents and transactions contemplated hereby, including the reasonable fees
and disbursements of Mayer, Brown, Rowe & Maw, as counsel for the Administrative
Agent.
SECTION 5.5 Headings, The various headings of this Limited Waiver are
inserted for convenience only and shall not affect the meaning or
_____________
dt 1337403
|