EXHIBIT 2.1
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 1, dated as of March 19, 2004 (this "Amendment"), to the
Stockholders Agreement, dated as of June 23, 2003 (the "Stockholders
Agreement"), by and among MMC Norilsk Nickel, a Russian open joint stock company
("Norilsk Nickel"), Norimet Limited, a company organized under the laws of
England and Wales and an indirect, wholly-owned subsidiary of Norilsk Nickel
("Buyer"), and Stillwater Mining Company, a company organized under the laws of
Delaware (the "Company"). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Stockholders Agreement.
WITNESSETH:
WHEREAS, on June 23, 2003, the Parties entered into the Stockholders
Agreement, which established certain corporate governance principles for the
Company;
WHEREAS, this Amendment has been approved by the Company's Public
Directors;
WHEREAS, the Parties desire to amend the Stockholders Agreement to
enable the Board to combine the nominating and corporate governance committees
of the Board;
NOW, THEREFORE, Buyer, Norilsk Nickel and the Company, intending to be
legally bound hereby, agree as follows:
1. Amendment to Section 2.4(a). Section 2.4(a) of the Stockholders
Agreement is hereby amended and supplemented to add the following sentence
before the final sentence thereof:
"The Board, in its sole discretion, may determine to combine the
nominating committee and the corporate governance committee."
2. No Other Amendment; Limited Effect. Except as expressly specified in
Section 1 hereof, (a) no provision of the Stockholders Agreement is amended or
modified by this Amendment and (b) the terms and provisions of the Stockholders
Agreement shall continue and remain in full force and effect and shall remain
the valid and binding obligation of the parties thereto in accordance with its
terms.
3. Governing Law. This Amendment shall be governed by the governing law
provisions set forth in Section 6.6 of the Stockholders Agreement.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
STILLWATER MINING COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
NORIMET LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Representative
MMC NORILSK NICKEL
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Deputy General Director
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