ex4_3.htm


    
      

    


    Execution
Version

    


    REGISTRATION RIGHTS
AGREEMENT

    


    REGISTRATION
RIGHTS AGREEMENT dated as of March 12, 2008 (this “Agreement”) between Stillwater
Mining Company, a company organized under the laws of the state of Delaware (the
“Company”) and Deutsche
Bank Securities Inc. (the “Initial Purchaser”) pursuant
to the Purchase Agreement dated March 6, 2008 (the “Purchase Agreement”),between
the Company and the Initial Purchaser. In order to induce the Initial Purchaser
to enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Initial Purchaser there under, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase
Agreement.

    


    The
Company agrees with the Initial Purchaser, (i) for its benefit as Initial
Purchaser and

    (ii) for
the benefit of the beneficial owners (including the Initial Purchaser) from time
to time of the Notes (as defined herein) and the beneficial owners from time to
time of the Underlying Common Stock (as defined herein) issued upon conversion
of the Notes (each of the foregoing a “Holder” and together the
“Holders”), as
follows:

    


    SECTION 1. Definitions. Capitalized
terms used herein without definition shall have their respective meanings set
forth in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

    


    “Affiliate” has the meaning set
forth in Rule 405 under the Securities Act.

    


    “Amendment Effectiveness Deadline
Date” has the meaning set forth in Section 2(d) hereof.

    


    “Business Day” means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in The City of New York are authorized or obligated by law
or executive order to close.

    


    “Common Stock” means the shares
of common stock, par value $0.01 per share, of the Company and any other shares
of common stock as may constitute “Common Stock” for purposes of the Indenture,
including the Underlying Common Stock.

    


    “Company” has the meaning set
forth in the preamble hereof.

    


    “Conversion Price” has the
meaning assigned to such term in the Indenture.

    


    “Deferral Notice” has the
meaning set forth in Section 3(h) hereof.

    


    “Deferral Period” has the
meaning set forth in Section 3(h) hereof.

    


    “Effectiveness Deadline Date”
has the meaning set forth in Section 2(a) hereof.

    


    “Effectiveness Period” has the
meaning set forth in Section 2(b) hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.

    


    “Holder” has the meaning set
forth in the second paragraph of this Agreement.

    


    “Indenture” means the
Indenture, dated as of March 12, 2008, among the Company, Law Debenture Trust
Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as
securities registrar, paying agent and conversion agent, pursuant to which the
Notes are being issued.

    


    “Initial Purchaser” has the
meaning set forth in the preamble hereof.

    


    “Initial Shelf Registration
Statement” has the meaning set forth in Section 2(a) hereof.

    


    “Issue Date” means March 12,
2008.

    


    “Liquidated Damages” has the
meaning set forth in Section 2(e) hereof.

    


    “Liquidated Damages Payment
Date” has the meaning set forth in Section 2(e) hereof.

    


    “Material Event” has the
meaning set forth in Section 3(h) hereof.

    


    “Notes” means the 1.875%
Convertible Senior Notes due 2028 of the Company to be purchased pursuant to the
Purchase Agreement.

    


    “Notice and Questionnaire”
means a written notice delivered to the Company containing substantially the
information called for by the Selling Securityholder Notice and Questionnaire
attached as Annex A to the Final Offering Memorandum of the Company dated March
6, 2008, relating to the Notes.

    


    “Notice Holder” means, on any
date, any Holder that has delivered a Notice and Questionnaire to the Company on
or prior to such date. “Person” means a corporation,
limited liability company, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental
agency.

    


    “Purchase Agreement” has the
meaning set forth in the preamble hereof.

    


    “Prospectus” means the
prospectus included in any Registration Statement, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments and all materials incorporated by into such
prospectus.

    


    “Record Holder” means, with
respect to any Liquidated Damages Payment Date relating to any Notes or
Underlying Common Stock as to which any Liquidated Damages has accrued, the
registered holder of such Note or Underlying Common Stock on the March 1
immediately preceding an Liquidated Damages Payment Date occurring on a March
15, and on the September 1 immediately preceding an Liquidated Damages Payment
Date occurring on a September 15.


    
      
         


      

      
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    “Registrable
Securities” means the
Notes and shares of Underlying Common Stock (or any securities into or for which
such Underlying Common Stock has been converted or exchanged, and any security
issued with respect thereto upon any stock dividend, split or similar event),
but excludes any Notes and shares of Underlying Common Stock (or any securities
into or for which such Underlying Common Stock has been converted or exchanged,
and any security issued with respect thereto upon any stock dividend, split or
similar event) into which the Notes are convertible that are, as of the relevant
date of determination (or will be at the time the Shelf Registration Statement
is required to be effective), eligible to be sold to the public pursuant to Rule
144 under the Securities Act or may otherwise be freely traded without
restriction. Throughout this Agreement, for purposes of determining the holders
of a majority of Registrable Securities, Registrable Securities shall be the
shares of Underlying Common Stock and Holders of Notes shall be deemed to be the
Holders of the number of shares of Underlying Common Stock into which such Notes
are or would be convertible based on the conversion rate of such
Notes.

    


    “Registration Default” has the
meaning set forth in Section 2(e) hereof.

    


    “Registration Statement” means
any registration statement of the Company that covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all materials incorporated by
reference or explicitly deemed to be incorporated by reference in such
registration statement.

    


    “Rule 144” means Rule 144 under
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.

    


    “Rule 144A” means Rule 144A
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.

    


    “SEC” means the Securities and
Exchange Commission.

    


    “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated by
the SEC thereunder.

    


    “Shelf Registration Statement”
has the meaning set forth in Section 2(a) hereof.

    


    “Special Counsel” means
Shearman & Sterling LLP or one such other successor counsel as shall be
specified by the Holders of a majority of all Registrable Securities, but which
may, with the written consent of the Initial Purchaser (which shall not be
unreasonably withheld), be another nationally recognized law firm experienced in
securities law matters designated by the Company, the reasonable fees and
expenses of which will be paid by the Company pursuant to Section 5
hereof.

    


    “Subsequent Shelf Registration
Statement” has the meaning set forth in Section 2(b) hereof.

    


    “Trustee” means Law Debenture
Trust Company of New York, the trustee under the Indenture.


    
      
         


      

      
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    “Underlying Common Stock” means
the Common Stock into which the Notes are convertible or issued upon any such
conversion.

    


    SECTION 2. Shelf Registration. (a) The
Company agrees that if:

    


    (i)            On
September 13, 2008 any Registrable Securities are held by any Person other than
an Affiliate of the Company;

    


    (ii)           At
any time after September 13, 2008 the conditions set forth in paragraph(c)(1) of
Rule 144 are not satisfied with respect to the Securities; or

    


    (iii)          A
Holder of Registrable Securities, on and after September 13, 2008, that is
either an Affiliate of the Company or the Initial Purchaser,
requests;

    


    the
Company shall use its commercially reasonable efforts to file a registration
statement for the registration of, and the sale on a continuous or delayed basis
by the Holders of, all of the Registrable Securities pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (a “Shelf Registration
Statement”), registering the resale from time to time by Holders thereof
of all of the Registrable Securities (the “Initial Shelf Registration
Statement”), and use its best efforts to cause the Shelf Registration
Statement to become or be declared effective under the Securities Act, (x) no
later than October 9, 2008, (y) as soon as practicable in the case of clause
(ii) above and (z) by the 60th
day after the date of receipt of notice requesting registration from a
Notice Holder but not before the six-month anniversary of the last date of
original issuance of the Notes, in the case of clause (iii) above, each such
date, an “Effectiveness
Deadline Date.” The Initial Shelf Registration Statement shall be on Form
S-3 or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Initial Shelf
Registration Statement. At the time the Initial Shelf Registration Statement is
declared effective, each Holder that became a Notice Holder on or prior to the
date five (5) Business Days prior to such time of effectiveness shall be named
as a selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with applicable
law. None of the Company’s security holders (other than the Holders of
Registrable Securities) shall have the right to include any of the Company’s
securities in the Shelf Registration Statement.

    


    (b)           The
Company agrees to use its commercially reasonable efforts to keep such Initial
Shelf Registration Statement (or any Subsequent Registration Statement)
continuously effective, subject to Section 3(h), until the earliest of (x) with
respect to a Shelf Registration Statements filed in accordance with Sections
2(a)(i) and 2(a)(ii) only, one year from the last date of original issuance of
the Notes; (y) the date by which all Registrable Securities have been sold
pursuant to the Shelf Registration Statement; and (z) such date as each of the
Registrable Securities covered by the Shelf Registration Statement ceases to be
a Registrable Security (the “Effectiveness Period”). If the
Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the
Effectiveness Period, the Company shall use its reasonable best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within thirty NYDOCS01/1162985.5 5 (30) days of such cessation of
effectiveness amend the Shelf Registration Statement in a manner reasonably
expected to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional Shelf Registration Statement (a “Subsequent Shelf Registration
Statement”) covering all of the securities that as of the date of such
filing are Registrable Securities. If a Subsequent Shelf Registration Statement
is filed, the Company shall use its commercially reasonable efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as is
practicable after such filing.


    
      
         


      

      
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    (c)           The Company shall supplement and amend
the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or as otherwise required by the Securities Act or
as necessary to name a Notice Holder as a selling securityholder pursuant to
Section 2(d) below.

    


    (d)           Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d),
Section 3(h), and Section 4. Following the date that the Initial Shelf
Registration Statement becomes or is declared effective, each Holder wishing to
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company
at least five (5) Business Days prior to any intended distribution of
Registrable Securities under the Shelf Registration Statement. Each Holder who
elects to sell Registrable Securities pursuant to a Shelf Registration Statement
agrees, by submitting a Notice and Questionnaire to the Company, it will be
bound by the terms and conditions of the Notice and Questionnaire and this
Agreement. From and after the date the Initial Shelf Registration Statement
becomes or is declared effective, the Company shall, as promptly as practicable
after the date a Notice and Questionnaire is delivered pursuant to Section 9(c)
hereof, and in any event upon the later of (x) ten (10) Business Days after such
date or (y) ten (10) Business Days after the expiration of any Deferral Period
that is in effect when the Notice and Questionnaire is delivered or that is put
into effect within ten (10) Business Days of such delivery
date:

    


    (i)            
if required by applicable law,
file with the SEC a post-effective amendment to the Shelf Registration Statement
or prepare and, if required by applicable law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other required document so that the Holder delivering such
Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement, use its reasonable
best efforts to cause such post-effective amendment to be declared effective
under the Securities Act as promptly as is practicable, but in any event by the
date (the “Amendment
Effectiveness Deadline Date”) that is sixty (60) days after the
date such post-effective amendment is required by this clause to be filed;
and

    


    (ii)          
 provide such Holder copies of any documents filed pursuant to Section
2(d)(i); provided that
if such Notice and Questionnaire is delivered during a Deferral NYDOCS01/1162985.5 6 Period, the Company shall so
inform the Holder delivering such Notice and Questionnaire. The Company shall
notify such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section
2(d)(i). Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling securityholder in any Registration Statement or related
Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended
by up to seven (7) Business Days from the expiration of a Deferral Period (and
the Company shall incur no obligation to pay Liquidated Damages during such
extension or during such Deferral Period) if such Deferral Period shall be in
effect on the Amendment Effectiveness Deadline Date.


    
      
         


      

      
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    (e)           
If any of the following events
(any such event a “Registration
Default”) shall occur,
then the Company shall pay additional interest (“Liquidated
Damages”) as liquidated
damages and not as a penalty to Holders in respect of the Notes as
follows:

    


    (i)           
if on October 9, 2008, Registrable Securities are held by any Person other than
an Affiliate of the Company and the Shelf Registration Statement has not been
filed with and declared effective by the Commission by such date (other than
pursuant to Section 3(h) hereof), then, commencing on such date, Liquidated
Damages shall accrue on the principal amount of the outstanding Notes that are
Registrable Securities at a rate of 0.50% per annum;

    


    (ii)           at any time after October 9, 2008 the
conditions set forth in paragraph (c)(1) of Rule 144 are not satisfied with
respect to the Securities and the Shelf Registration Statement has not been
filed with and declared effective by the Commission at or prior to the later of
(x) the six month anniversary of the last date of original issuance of the Notes
and (y) the time that such conditions cease to be satisfied (other than pursuant
to Section 3(h) hereof), then, commencing on such later date, Liquidated Damages
shall accrue on the principal amount of the outstanding Notes that are
Registrable Securities at a rate of 0.50% per annum;

    


    (iii)           if
the Shelf Registration Statement has become or been declared effective but such
Shelf Registration Statement ceases to be effective or the prospectus contained
therein ceases to be usable in connection with the resales of Registrable
Securities at any time during the Effectiveness Period (other than pursuant to
Section 3(h) hereof), then, commencing on the day such Shelf Registration
Statement ceases to be effective, Liquidated Damages shall accrue on the
principal amount of the outstanding Notes that are Registrable Securities at a
rate of 0.50% per annum following such date on which the Shelf Registration
Statement ceases to be effective;

    


    (iv)           if the aggregate duration of Deferral
Periods in any period exceeds the number of days permitted in respect of such
period pursuant to Section 3(h) hereof, then, commencing on the day the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period, Liquidated Damages shall accrue on the
principal amount of the outstanding Notes that are Registrable Securities at a
rate of 0.50% per annum; NYDOCS01/1162985.5
7


    
      
         


      

      
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    (v)           by
March 16, 2009, (1) the Company has failed either to remove the restrictive
legends from the Notes (except for any restrictive legends with respect to Notes
held by Affiliates) relating to the Securities Act, or (2) a Shelf Registration
Statement has not become or been declared effective, or if such Shelf
Registration Statement ceases to be effective, then, Liquidated Damages shall
accrue on the principal amount of the outstanding Notes at a rate of 0.50% per
annum;

    


    provided, however, that the Liquidated
Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum;
provided further,
however, that Liquidated Damages on the Notes that are Registrable Securities as
a result of clauses (i) through (iv) above, shall cease to accrue upon the
earlier of (x) March 12, 2009 and (y)(1) the filing and effectiveness of the
Shelf Registration Statement (in the case of clauses (i) and (ii) above), (2)
the effectiveness of the Shelf Registration Statement which had ceased to remain
effective (in the case of clause (iii) above) and (3) the termination of the
Deferral Period that caused the limit on the aggregate duration of Deferral
Periods in a period set forth in Section 3(h) to be exceeded (in the case of
clause (iv) above). Liquidated Damages on the Notes, if any, will be payable in
arrears in cash on March 15 and September 15 of each year (the “Liquidated Damages Payment
Date”) to holders of record of outstanding Notes that are Registrable
Securities at the close of business on March 1 or September 1 (whether or not a
Business Day), as the case may be, immediately preceding the relevant interest
payment date; provided
that any Liquidated Damages Amount accrued with respect to any Note or
portion thereof redeemed by the Company on a redemption date or converted into
Underlying Common Stock on a conversion date prior to the Registration Default,
shall, in any such event, be paid instead to the Holder who submitted such Note
or portion thereof for redemption or conversion on the applicable redemption
date or settlement date with respect to such conversion, as the case may be, on
such date (such date being the day the a Holder receives the consideration due
to such Holder upon conversion). The Trustee shall be entitled, on behalf of
Holders of Notes or Underlying Common Stock, to seek any available remedy for
the enforcement of this Agreement, including for the payment of such Liquidated
Damages. Following the cure of all Registration Defaults requiring the payment
of Liquidated Damages to the Holders of Notes that are Registrable Securities
pursuant to this Section 2(e), the accrual of Liquidated Damages will cease
(without in any way limiting the effect of any subsequent Registration Default
requiring the payment of Liquidated Damages). Liquidated Damages on the Notes,
if any, will accrue beginning on the date provided for in clauses 2(e)(i)
through (v) above, as applicable, to, but excluding, the date on which all
registration Defaults have been cured. Notwithstanding the foregoing, the
parties agree that the sole damages payable for a violation of the terms of this
Agreement with respect to which liquidated damages are expressly provided shall
be such liquidated damages. Nothing shall preclude any Holder from pursuing or
obtaining specific performance or other equitable relief with respect to this
Agreement in accordance with applicable law.

     

    (f)           
The Company shall notify the
Trustee promptly upon the happening of each and every Registration Default. The
Trustee shall be entitled, on behalf of Holders, to seek any available remedy
for the enforcement of this Agreement, including for the payment of any
Liquidated Damages if any become due. Notwithstanding the foregoing, the parties
agree that the sole monetary damages payable for a violation of the terms of
this Agreement with respect to which additional monetary amounts are expressly
provided shall be as set forth in this Section 2(e). Nothing shall preclude a
Notice Holder or Holder from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.

     

    
      
        
        

      

      
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    SECTION
3. Registration
Procedures. In connection
with the registration obligations of the Company under Section 2 hereof, during
the Effectiveness Period, the Company shall:

    


    (a)           Prepare and file with the SEC a Shelf
Registration Statement or Shelf Registration Statements on any appropriate form
under the Securities Act available for the sale of the Registrable Securities by
the Holders thereof in accordance with the intended method or methods of
distribution thereof, and use its commercially reasonable efforts to cause each
such Shelf Registration Statement to become effective and remain effective as
provided herein; provided
that before filing any
Shelf Registration Statement or Prospectus or any amendments or supplements
thereto with the SEC (but excluding reports filed with the SEC under the
Exchange Act), furnish to the Initial Purchaser and the Special Counsel, if any,
copies of all such documents proposed to be filed at least three (3) Business
Days prior to the filing of such Shelf Registration Statement or amendment
thereto or Prospectus or supplement thereto, or as such shorter period as may be
agreed upon by the Initial Purchaser and the Special
Counsel.

    


    (b)           Subject to Section 3(h), prepare and
file with the SEC such amendments and post-effective amendments to each Shelf
Registration Statement as may be necessary to keep such Shelf Registration
Statement continuously effective for the applicable period specified in Section
2(a); cause the related Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) under the Securities Act; and use its
reasonable best efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by
such Shelf Registration Statement during the Effectiveness Period in accordance
with the intended methods of disposition by the sellers thereof set forth in
such Shelf Registration Statement as so amended or such Prospectus as so
supplemented.

    


    (c)           As promptly as practicable give notice
to the Notice Holders, the Initial Purchaser and the Special Counsel, if any (i)
when any Prospectus, prospectus supplement, Registration Statement or
post-effective amendment to a Registration Statement has been filed with the SEC
and, with respect to a Shelf Registration Statement or any post-effective
amendment, when the same has been declared effective, (ii) of any request,
following the effectiveness of the Initial Shelf Registration Statement under
the Securities Act, by the SEC or any other federal or state governmental
authority for amendments or supplements to any Shelf Registration Statement or
related Prospectus or for additional information relating to the Shelf
Registration Statement, (iii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
any Shelf Registration Statement or the initiation or threatening of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of, but not the nature of or details concerning,
a Material Event (as defined below) and (vi) of the determination by the Company
that a post-effective amendment to a Shelf Registration Statement will be filed
with the SEC, which notice may, at the discretion of the Company (or as required
NYDOCS01/1162985.5
9 pursuant to Section
3(h)), state that it constitutes a Deferral Notice, in which event the
provisions of Section 3(h) shall apply.


    
      
         


      

      
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    (d)           Use its reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of a Shelf
Registration Statement or the lifting of any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction in which they have been qualified for sale, in either case at
the earliest possible moment, and provide immediate notice to each Notice Holder
and the Initial Purchaser of the withdrawal of any such
order.

    


    (e)           As promptly as practicable furnish to
each Notice Holder, the Special Counsel, if any, and the Initial Purchaser, upon
request and without charge, at least one (1) conformed copy of the Registration
Statement and any amendment thereto, including exhibits and, if requested, all
documents incorporated or deemed to be incorporated therein by
reference.

    


    (f)           
Deliver to each Notice Holder, the Special Counsel, if any, and the Initial
Purchaser, in connection with any sale of Registrable Securities pursuant to a
Registration Statement, without charge, as many copies of the Prospectus
relating to such Shelf Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such persons may
reasonably request; and the Company hereby consents (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

    


    (g)           Prior to any public offering of the
Registrable Securities pursuant to a Shelf Registration Statement, use its
reasonable best efforts to register or qualify or cooperate with the Notice
Holders and the Special Counsel, if any, in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Notice Holder reasonably
requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the Registrable Securities
pursuant to the Shelf Registration Statement, use its reasonable best efforts to
keep each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period in connection with such Notice Holder’s offer
and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of such Registrable Securities in the manner set forth in the
relevant Shelf Registration Statement and the related Prospectus; provided
that the Company will not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or (ii) take any action that would subject it to general service
of process or to taxation in any such jurisdiction where it is not then so
subject.

    


    (h)           Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of any
Shelf Registration Statement or the initiation of proceedings with respect to
any Shelf Registration Statement under Section 8(d) or 8(e) of the Securities
Act, (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result
of which NYDOCS01/1162985.5
10 any Shelf
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any pending corporate development that, in the
reasonable discretion of the Company, makes it appropriate to suspend the
availability of any Shelf Registration Statement and the related
Prospectus:


    
      
         


      

      
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    (i)           in the case of clause (B) above,
subject to the next sentence, as promptly as practicable prepare and file, if
necessary pursuant to applicable law, a post-effective amendment to such Shelf
Registration Statement or a supplement to the related Prospectus or any document
incorporated therein by reference or file any other required document that would
be incorporated by reference into such Shelf Registration Statement and
Prospectus so that such Shelf Registration Statement does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
such Prospectus does not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, and, in the case of a
posteffective amendment to a Shelf Registration Statement, subject to the next
sentence, use its reasonable best efforts to cause it to be declared effective
as promptly as is practicable, and

    


    (ii)           give
notice to the Notice Holders and the Special Counsel, if any, that the
availability of the Shelf Registration Statement is suspended (a “Deferral Notice”) and, upon
receipt of any Deferral Notice, each Notice Holder agrees not to sell any
Registrable Securities pursuant to the Shelf Registration Statement until such
Notice Holder’s receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus.

    


    The
Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter, and (z)
in the case of clause (C) above, as soon as, in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of any
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay liquidated damages pursuant to Section 2(e) (the “Deferral Period”); provided that the aggregate
duration of any Deferral Periods shall not exceed 45 days in any three month
period or 120 days in any twelve (12) month period.


    
      
         


      

      
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    (i)           If
reasonably requested in writing in connection with a disposition of Registrable
Securities pursuant to a Shelf Registration Statement, make reasonably available
for inspection during normal business hours by a representative for the Notice
Holders of such Registrable Securities, any broker-dealers, underwriters,
attorneys and accountants retained by such Notice Holders, and any attorneys or
other agents retained by a broker-dealer or underwriter engaged by such Notice
Holders, all relevant financial and other records and pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the
appropriate officers, directors and employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours on reasonable notice all relevant information reasonably requested by such
representative for the Notice Holders, or any such broker-dealers, underwriters,
attorneys or accountants in connection with such disposition, in each case as is
customary for similar “due diligence” examinations; provided that such persons
shall first agree in writing with the Company that any information that is
reasonably designated by the Company as confidential at the time of delivery of
such information shall be kept confidential by such persons and shall be used
solely for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any Shelf
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement; and provided
further that the foregoing inspection and information gathering shall, to
the greatest extent possible, be coordinated on behalf of all the Notice Holders
and the other parties entitled thereto by Special Counsel, if any, or another
representative selected by a majority of Registrable Securities being sold by
such Holders pursuant to such Shelf Registration Statement. Any person legally
compelled or required by administrative or court order or by a regulatory
authority to disclose any such confidential information made available for
inspection shall provide the Company with prompt prior written notice of such
requirement so that the Company may seek a protective order or other appropriate
remedy.

     

    (j)           Comply with all applicable rules and
regulations of the SEC and make generally available to its securityholders
earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) for a 12-month period commencing on the
first day of the first fiscal quarter of the Company commencing after the
effective date of a Shelf Registration Statement, which statements shall be made
available no later than 45 days after the end of the 12-month period or 90 days
if the 12-month period coincides with the fiscal year of the
Company.

    


    (k)           Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold or to be sold pursuant to
a Shelf Registration Statement, which certificates shall not bear any
restrictive legends, and cause such Registrable Securities to be in such
denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least two (2) Business Days prior
to any sale of such Registrable Securities.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    (l)           Provide a CUSIP number for all
Registrable Securities covered by each Shelf Registration Statement not later
than the effective date of such Shelf Registration Statement and, if requested,
provide the Trustee and the transfer agent for the Common Stock with printed
certificates for the Registrable Securities that are in a form eligible for
deposit with The Depository Trust Company.

    


    (m)           Cooperate
and assist in any filings required to be made with the Financial Industry
Regulatory Authority (“FINRA”).

    


    (n)           In the case of a Shelf Registration
Statement involving an underwritten offering, the Company shall enter into such
customary agreements (including, if requested, an underwriting agreement in
reasonably customary form) and take all such other action, if any, as Holders of
a majority of the Registrable Securities being sold or any managing underwriters
reasonably shall request in order to facilitate any disposition of Notes and
Underlying Common Stock pursuant to such Shelf Registration Statement,
including, without limitation, (i) using its reasonable best efforts to cause
its counsel to deliver an opinion or opinions in reasonably customary form, (ii)
using its reasonable best efforts to cause its officers to execute and deliver
all customary documents and certificates and (iii) using its reasonable best
efforts to cause its independent public accountants to provide a comfort letter
or letters in reasonably customary form; provided
that with respect to
clause (i), (ii) and (iii), the Company shall be reimbursed by Holders of the
Registrable Securities being sold for the reasonable expenses incurred in
connection with its obligations under this Section 3(n).

    


    (o)           Cause the Indenture to be qualified
under the Trust Indenture Act in a manner prescribed by the Trust Indenture Act
and shall enter into any necessary supplemental indentures in connection
therewith.

    


    (p)           Upon
(i) the filing of the Initial Shelf Registration Statement and (ii) the
effectiveness of the Initial Shelf Registration Statement, announce the same, in
each case by release to Reuters Economic Services and Bloomberg Business
News.

    


    (q)           Enter into such customary agreements
and take such other reasonable and lawful actions in connection therewith
(including those reasonably requested by Holders of a majority of the
Registrable Securities) in order to expedite or facilitate disposition of such
Registrable Securities.

    


    SECTION 4. Holder’s Obligations. Each
Holder agrees, by acquisition of the Registrable Securities, that no Holder
shall be entitled to sell any of such Registrable Securities pursuant to a
Registration Statement or to receive a Prospectus relating thereto unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such  Holder that the
information relating to such Holder and its plan of distribution is as set forth
in the Prospectus delivered by such Holder in connection with such disposition,
that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading. Each
Holder further agrees, by acquiring Registrable Securities, that it will not
take any action that would result in the Company being required to file with the
SEC under Rule 433(d) a free writing prospectus (as defined in Rule 405 under
the Securities Act) prepared by or on behalf of such Holder that otherwise would
not be required to be filed by the Company thereunder but for the action of such
Holder.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    SECTION
5. Registration
Expenses. The Company
shall bear all fees and expenses incurred in connection with the performance by
the Company of its obligations under Sections 2 and 3 of this Agreement whether
or not any Shelf Registration Statement becomes or is declared effective. Such
fees and expenses shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (x) with respect
to filings required to be made with FINRA and (y) of compliance with federal and
state securities or Blue Sky laws (including, without limitation, reasonable
fees and disbursements of the Special Counsel, if any, in connection with Blue
Sky qualifications of the Registrable Securities under the laws of such
jurisdictions as Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Shelf Registration Statement may designate up to a
maximum amount of $15,000)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company), (iii) duplication
expenses relating to copies of any Shelf Registration Statement or Prospectus
delivered to any Holders hereunder, (iv) fees and disbursements of counsel for
the Company in connection with any Shelf Registration Statement, (v) reasonable
fees and disbursements of the Trustee and its counsel and of the registrar and
transfer agent for the Common Stock and (vi) any Securities Act liability
insurance obtained by the Company in its sole discretion. In addition, subject
to Section 3(n), the Company shall pay the internal expenses of the Company
(including, without limitation, all salaries and expenses of officers and
employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing by the
Company of the Registrable Securities on any securities exchange on which
similar securities of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company. Notwithstanding
the provisions of this Section 5, each seller of Registrable Securities shall
pay selling expenses, including any underwriting discount and commissions, all
registration expenses to the extent required by applicable law and, except as
otherwise provided herein, fees and expenses of counsel to such
seller.

    


    SECTION 6. Indemnification and Contribution by
the Company. Upon the registration of the Registrable Securities pursuant
to Section 2 hereof, the Company shall indemnify and hold harmless each Notice
Holder and each underwriter, selling agent or other securities professional, if
any, which facilitates the disposition of Registrable Securities, and each of
their respective officers and directors and each person who controls such Notice
Holder, underwriter, selling agent or other securities professional within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
(each such person being sometimes referred to as an “Indemnified Person”) against
any losses, claims, damages or liabilities, joint or several, to which such
Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Shelf Registration Statement under
which such Registrable Securities are to be registered under the Securities Act,
or any Prospectus contained therein or furnished by the Company to any
Indemnified Person, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and the Company hereby agrees to reimburse such Indemnified Person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided,
however, that the Company shall not be liable to any such Indemnified Person in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such Shelf Registration Statement or
Prospectus, or amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by such Indemnified Person
expressly for use therein.


    
      
         


      

      
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    (b)           Indemnification by
the Notice Holders and any Agents and Underwriters. Each Notice Holder agrees, as a
consequence of the inclusion of any of such Notice Holder’s Registrable
Securities in such Shelf Registration Statement, and each underwriter, selling
agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities shall agree, as a consequence of
facilitating such disposition of Registrable Securities, severally and not
jointly, to (i) indemnify and hold harmless the Company, its directors, officers
who sign any Shelf Registration Statement and each person, if any, who controls
the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any losses, claims, damages or
liabilities to which the Company or such other persons may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
such Shelf Registration Statement or Prospectus, or any amendment or supplement,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Notice Holder, underwriter, selling
agent or other securities professional expressly for use therein, and (ii)
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

    


    (c)           Notices of Claims, Etc.
Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party
under this Section 6, notify such indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under the indemnification provisions of or contemplated by
subsection (a) or (b) above. In case any such action shall be brought against
any indemnified party and it shall notify an indemnifying party of the
commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party
under this Section 6 for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation; provided, however, that an indemnified
party shall have the right to employ its own counsel in any such action, but the
fees, expenses and other charges of such counsel for the indemnified party will
be at the expense of such indemnified party unless (1) the employment of counsel
by the indemnified party has been authorized in writing by the indemnifying
party, (2) the indemnified party has reasonably concluded (based upon advice of
counsel to the indemnified party) that there may be legal defenses available to
it or other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists
(in which case the indemnifying party will not have the right to direct the
defense of such action on behalf of the indemnified party) or (4) the
indemnifying party has not in fact employed counsel reasonably satisfactory to
the indemnified party to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.


    
      
         


      

      
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    (d)           Contribution. If the
indemnification provided for in this Section 6 is unavailable to or insufficient
to hold harmless an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations
including, but not limited to, the timeliness of the notice given as required by
Section 6(c). The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6(d) were determined by
pro rata allocation (even if the Notice Holders or any underwriters, selling
agents or other securities professionals or all of them were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 6(d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Notice Holders and any underwriters,
selling agents or other securities professionals in this Section 6(d) to
contribute shall be several in proportion to the percentage of principal amount
of Registrable Securities registered or underwritten, as the case may be, by
them and not joint.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (e)           Notwithstanding any other provision of
this Section 6, in no event will any (i) Notice Holder be required to undertake
liability to any person under this Section 6 for any amounts in excess of the
dollar amount of the proceeds to be received by such Holder from the sale of
such Holder's Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Shelf Registration Statement
under which such Registrable Securities are to be registered under the
Securities Act and (ii) underwriter, selling agent or other securities
professional be required to undertake liability to any person hereunder for any
amounts in excess of the discount, commission or other compensation payable to
such underwriter, selling agent or other securities professional with respect to
the Registrable Securities underwritten by it and distributed to the
public.

    


    (f)           The obligations of the Company under
this Section 6 shall be in addition to any liability which the Company may
otherwise have to any Indemnified Person and the obligations of any Indemnified
Person under this Section 6 shall be in addition to any liability which such
Indemnified Person may otherwise have to the Company. The remedies provided in
this Section 6 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to an indemnified party at law or in
equity.

    


    SECTION 7. Information Requirements. The
Company covenants that, if at any time before the end of the Effectiveness
Period the Company is not subject to the reporting requirements of the Exchange
Act, it will cooperate with any Holder and take such further reasonable action
as any Holder may reasonably request in writing (including, without limitation,
making such reasonable representations as any such Holder may reasonably
request), all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 and Rule 144A under the
Securities Act and customarily taken in connection with sales pursuant to such
exemptions. Upon the written request of any Holder, the Company shall deliver to
such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company’s most
recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities (other than the Common
Stock) under any section of the Exchange Act.


    
      
         


      

      
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    SECTION
8. Underwritten
Registrations. The Holders
of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities to an underwriter in an
underwritten offering for reoffering to the public. If any of the Registrable
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority of such Registrable Securities included in such offering, subject to
the consent of the Company (which shall not be unreasonably withheld or
delayed), and such Holders shall be responsible for all underwriting commissions
and discounts and any transfer taxes in connection therewith. No person may
participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Registrable Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

    


    SECTION 9. Miscellaneous.

    


    (a)           No Conflicting
Agreements. The Company is
not, as of the date hereof, a party to, nor shall it, on or after the date of
this Agreement, enter into, any agreement with respect to its securities that
conflicts with the rights granted to the Holders in this Agreement. The Company
represents and warrants that the rights granted to the Holders hereunder do not
in any way conflict with the rights granted to the holders of the Company’s
securities under any other agreements.

    


    (b)           Amendments and Waivers. The
provisions of this Agreement, including the provisions of this sentence, may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of Holders of a majority of Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose securities are being sold pursuant to a Registration Statement and
that does not directly or indirectly affect the rights of other Holders may be
given by Holders of at least a majority of the Registrable Securities being sold
by such Holders pursuant to such Registration Statement; provided that the provisions
of this sentence may not be amended, modified or supplemented except in
accordance with the provisions of the immediately preceding sentence.
Notwithstanding the foregoing, this Agreement may be amended by written
agreement signed by the Company and the Initial Purchaser, without the consent
of the Holders of Registrable Securities, to cure any ambiguity or to correct or
supplement any provision contained herein that may be defective or inconsistent
with any other provision contained herein, or to make such other provisions in
regard to matters or questions arising under this Agreement that shall not
adversely affect the interests of the Holders of Registrable Securities. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section NYDOCS01/1162985.5
18 9(b), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.


    
      
         


      

      
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    (c)         
  Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
by telecopier, by courier guaranteeing overnight delivery or by first-class
mail, return receipt requested, and shall be deemed given (i) when made, if made
by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one (1)
Business Day after being deposited with such courier, if made by overnight
courier or (iv) on the date indicated on the notice of receipt, if made by
first-class mail, to the parties as follows:

    


    (i)            
if to a Holder, at the most current address given by such Holder to the Company
in a Notice and Questionnaire or any amendment thereto;

    


    (ii)         
  if to the Company, to:

    


    Stillwater
Mining Company

    1321
Discovery Drive

    Billings,
Montana 59102

    Attention: John Stark, Vice
President, Secretary &

    Corporate
Counsel

    Fax:
(406) 373-8701

    


    


    with a
copy to:

    


    Skadden,
Arps, Slate, Meagher & Flom LLP

    Four
Times Square

    New York,
New York 10036

    Attention:
Jeffrey Tindell, Esq.

    Fax:
(917) 509-8298

    


    (iii)           if
to the Initial Purchaser, to:

    


    Deutsche
Bank Securities Inc.

    60 Wall
Street, 4th
Floor

    New York,
New York 10005

    Attention:
Syndicate Manager

    Fax:
(212) 797-9344

    


    with a
copy to:

    


    Shearman
& Sterling LLP

    599
Lexington Avenue

    New York,
New York 10022

    Attention:
Robert Evans III, Esq.

    Fax:
(212) 848-7179


    
      
         


      

      
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    or to
such other address as such person may have furnished to the other persons
identified in this Section 9(c) in writing in accordance herewith.

    


    (d)           Approval of
Holders. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its Affiliates (other than the Initial Purchaser or subsequent Holders if such
subsequent Holders are deemed to be such Affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage; provided, however, that this Section 9(d) shall not
apply to any consent, modification, amendment or waiver of any provision of this
agreement which would only affect the rights or remedies of Holders of
Registrable Securities who are Affiliates of the Company and which would not
adversely affect the rights or remedies of any Holder of Registrable Securities
that is not an Affiliate of the Company.

    


    (e)           Successors and
Assigns. Any person who
purchases any Registrable Securities from the Initial Purchaser
shall be deemed, for purposes of this Agreement, to be an assignee of the
Initial Purchaser. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties and shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities,
provided that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Securities in violation of the terms of the
Indenture. If any transferee of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such person shall be entitled to
receive the benefits hereof.

    


    (f)           Counterparts. This Agreement
may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
original and all of which taken together shall constitute one and the same
agreement.

    


    (g)           Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

    


    (h)           Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

    


    (i)            
Waiver of Jury Trial.
THE COMPANY, THE INITIAL PURCHASER AND EACH HOLDER HEREBY WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. The Company,
the Initial Purchaser and each Holder agree that a final judgment in any such
proceeding brought in any such court shall be conclusive and binding upon such
party and may be enforced in any other courts in the jurisdiction of which such
party is or may be subject, by suit upon such judgment.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (j)           Agent for Service
of Process. The Company
irrevocably appoints Jeffrey Tindell of Skadden, Arps, Slate, Meagher & Flom
LLP as its authorized agent in the Borough of Manhattan in The City of New York
upon which process may be served in any such suit or proceeding, and agrees that
service of process upon such agent, and written notice of said service to the
Company by the person serving the same to the address provided in Section 9(c),
shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding. The Company further agrees to take any and all
action as may be necessary to maintain such designation and appointment of such
agent in full force and effect for a period of seven years from the date of this
Agreement.

    


    (k)           Severability. If any term,
provision, covenant or restriction of this Agreement is held to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby, and the
parties hereto shall use their reasonable best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction, it being intended
that all of the rights and privileges of the parties shall be enforceable to the
fullest extent permitted by law.

    


    (l)           Entire
Agreement. This Agreement
is intended by the parties as a final expression of their agreement and is
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and the registration rights granted by the Company with respect to the
Registrable Securities. Except as provided in the Purchase Agreement, the
Indenture and the Notes, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties with respect to such registration rights. No party hereto
shall have any rights, duties or obligations other than those specifically set
forth in this Agreement, the Indenture and the Notes.

    


    (m)           Survival.
The respective
indemnities, agreements, representations, warranties and each other provision
set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any Holder, any director, officer or partner of
such Holder, any agent or underwriter or any director, officer or partner
thereof, or any controlling Person of any of the foregoing, and shall survive
delivery of and payment for the Registrable Securities pursuant to the Purchase
Agreement and the transfer and registration of Registrable Securities by such
Holder.

    


    (n)           Termination. This Agreement
and the obligations of the parties hereunder shall terminate upon the later of
(i) the end of the Effectiveness Period and (ii) the date on which restrictive
legends from the Notes (except for any restrictive legends with respect to Notes
held by Affiliates) have been removed, except, in each case, for any liabilities
or obligations under Section 4, 5 or 6 hereof and the obligations to make
payments of and provide for liquidated damages under Section 2(e) hereof to the
extent such damages accrue prior to the end of the Effectiveness Period, each of
which shall remain in effect in accordance with its terms.

    

      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    
      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written
above.

    

    


    
      	 
      	
              STILLWATER
      MINING COMPANY

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      John R. Stark

            	 
	 
      	 
      	
              Name:John
      R. Stark

            	 
	 
      	 
      	
              Title:
      Vice President

            	 


    

    

      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

    


    


    
      Confirmed
and accepted as

    

    
      of the
date first above written:

       

    

    DEUTSCHE
BANK SECURITIES INC.

    


    


    BY:
DEUTSCHE BANK SECURITIES INC.

     

     

    
      	
              By:

            	
              illegible

            	 
      
	 
      	
              Authorized
      Person

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By:

            	
              illegible

            	 
      
	 
      	
              Authorized
      Person

            
	 
      	 
      	 
      


    

     

     

    22