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