Unassociated Document


    
      
        

      
Exhibit 4.1

     

    [FACE
OF THE NOTE]

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE TO
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

    


    THIS
SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

    


    1.
REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT)
AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT, AND

    


    2. AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT
IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW, EXCEPT:

    


    (A) TO US
OR ANY OF OUR SUBSIDIARIES, OR

    


    (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR

    


    (C) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, OR

    


    (D)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY,
THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED
IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE
WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 	      
              CUSIP:
      86074Q AD4

            
	 	ISIN:
      US86074QAD43


    

     

    1.875%
Convertible Senior Notes due 2028

    


    


    
      	
              No.
      R-1

            	
              $181,500,000

            


    

    


    


    Stillwater
Mining Company

    


    promises
to pay to CEDE & CO.

    


    or
registered assigns,

    


    the
principal sum of ONE HUNDRED EIGHTY ONE

    MILLION
AND FIVE HUNDRED THOUSAND

    DOLLARS

    


    Dollars
on March 15, 2028.

    


    Interest
Payment Dates: March 15 and September 15

    


    Record
Dates: March 1 and September 1


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, Stillwater
Mining Company has caused this Note to be signed manually or by facsimile by its
duly authorized officers.

    


    


    Dated:   March
12, 2008

    


    
      	 
      	
              Stillwater
      Mining Company

            


    

     

    
      	 
      	
              By:

            	
              /s/
      John R. Stark

            
	 
      	 
      	
              Name:
      John R. Stark

            
	 
      	 
      	
              Title:
      Vice President

            


    

    


    


    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

    


    This is
one of the Notes referred to in the

    within-mentioned
Indenture:

    


    Law
Debenture Trust Company of New York,

    as
Trustee

    


    
      	
              By:

            	 
      	 
      
	 
      	
              Authorized
      Signatory

            	 
      


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    IN WITNESS WHEREOF, Stillwater
Mining Company has caused this Note to be signed manually or by facsimile by its
duly authorized officers.

    


     

    Dated:    March 12,
2008


    
      	 
      	
              Stillwater
      Mining Company

            


    

    


    
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            


    

    


    


    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

    


    This is
one of the Notes referred to in the

    within-mentioned
Indenture:

    


    Law
Debenture Trust Company of New York,

    as
Trustee

    


    
      	
              By:

            	
              /s/
      illegible

            	 
      
	 
      	
              Authorized
      Signatory

            	 
      


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    [Back of
Note]

    1.875%
Convertible Senior Notes due 2028

    


    Capitalized
terms used herein have the meanings assigned to them in the Indenture referred
to below unless otherwise indicated.

    


    (1) Interest. Stillwater Mining
Company, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 1.875% per annum from March 12,
2008 until Maturity. The Company will pay interest, if any, semi-annually in
arrears on March 15 and September 15 of each year (subject to limited exceptions
if the Note is converted or purchased prior to such date), or if any such day is
not a Business Day, on the immediately following Business Day (each, an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date on which interest
has been paid or, if no interest has been paid, from March 12, 2008; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a Record Date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be September 15, 2008. The Company will pay interest on
overdue principal from time to time on demand at the rate then in effect to the
extent lawful; it will pay interest on overdue installments of interest, if any
(without regard to any applicable grace periods), from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30- day months.

    


    (2) Method of payment. The Company
will pay interest on the Notes, if any, to the Persons who are registered
Holders of Notes at the close of business on the March 1 or September 1 next
preceding the Interest Payment Date (each a “Regular Record Date”), even if
such Notes are canceled after such record date and on or before such Interest
Payment Date. The Notes will be payable as to principal, if any, and interest at
the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that payment by wire
transfer of immediately available funds will be required with respect to
principal of and interest, if any, on, all Global Notes and all other Notes with
an aggregate principal amount in excess of $2 million for which the Holders have
provided wire transfer instructions at least 10 Business Days prior to the
Interest Payment Date to the Company or the Paying Agent. Such payment will be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

    


    (3) Trustee, Paying Agent, Registrar and
Conversion Agent. Initially, Law Debenture Trustee Company of New York
will act as Trustee under the Indenture and Deutsche Bank Trust Company Americas
will act as Paying Agent, Registrar and Conversion Agent. The Company may change
any Paying Agent, Registrar or Conversion Agent without notice to any Holder.
The Company or any of its Subsidiaries may act in any such
capacity.

    


    (4) Indenture. The Company issued
the Notes under the Indenture dated as of March 12, 2008 (the “Indenture”) between the
Company, the Trustee and Deutsche Bank Trust Company Americas. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the TIA upon qualification of the Indenture under the TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are senior, unsecured
obligations of the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (5) Denominations, transfer,
exchange. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for conversion or repurchase, except for the unconverted or
unrepurchased portion of any Note being converted or repurchased in part. Also,
the Company need not exchange or register the transfer of any Notes during the
period between a Regular Record Date and the corresponding Interest Payment
Date.

    


    (6) Persons deemed owners. The
registered Holder of a Note may be treated as its owner for all
purposes.

    


    (7) Amendment, supplement and
waiver. The Indenture contains provisions permitting the Company and the
Trustee in certain circumstances, without the consent of the Holders of the
Notes, and in other circumstances, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Notes at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures modifying the terms of the Indenture and the Notes as described
therein. It is also provided in the Indenture that, subject to certain
exceptions, the holders of a majority in aggregate principal amount of the Notes
at the time outstanding may on behalf of the holders of all of the Notes waive
any past Default or Event of Default under the Indenture and its
consequences.

    


    (8) Events of default. In case an
Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal and interest (including Liquidated Damages and
Additional Interest, if any) on all Notes may be declared, by either the Trustee
or Noteholders of not less than 25% in aggregate principal amount of Notes then
outstanding, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions and certain exceptions set
forth in the Indenture.

    


    (9) Trustee dealings with Company.
The Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.

    


    (10)
No recourse against
others. A director, officer, employee, incorporator or stockholder of the
Company, as such, will not have any liability for any obligations of the Company
under the Notes or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability to the extent permitted by law. The
waiver and release are part of the consideration for the issuance of the
Notes.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (11)
Open market purchases.
The Company may, to the extent permitted by applicable law, at any time, and
from time to time, purchase Notes at any price in the open market or
otherwise.

    


    (12)
Authentication. This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

    


    (13)
Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (=tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

    


    (14)
CUSIP numbers. Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes, and the Trustee may use CUSIP numbers in notices of repurchase or
conversion as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of repurchase or conversion, and reliance may be placed only on the other
identification numbers placed thereon.

    


    (15)
Governing law. THIS
INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSIGNMENT
FORM

    


    To assign
this Note, fill in the form below:

    


    (I)
or

    (we)
assign

    and
transfer

    
      
        
          
            	this Note
    to	 


          

        

      

    

    (Insert
assignee’s legal name)

    
 

    
      	 
      


    

    (Insert
assignee’s Soc. Sec. or tax I.D. No.)

    


    
      	 
      
	 
      
	 
      


    

    (Print or
type assignee’s name, address and zip code)

    


    
      	
              and
      irrevocably appoint to

            	
              transfer
      this Note on the books of the

            


    

    Company.
The agent may substitute another to act for him.

    


    


    Date:________________

    


    
      	 
      	
              Your

            	 
      
	 
      	
              Signature:

            	 
      
	 
      	 
      	
              (Sign
      exactly as your name

            
	 
      	 
      	
              appears
      on the face of this Note)

            


    

    


    Signature
Guarantee*: _____________________________

    


    __________________________________

    
      	
            	
              *

            	
              Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the
Trustee).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

    


    The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been
made:

     

    
      	 
      	 	 
      	 	 
      	 	
              Principal
      Amount

            	 	 
      
	 
      	 	
              Amount
      of

            	 	
              Amount
      of

            	 	
              of
      this Global Note

            	 	
              Signature
      of

            
	 
      	 	
              decrease
      in

            	 	
              increase
      in

            	 	
              following
      such

            	 	
              authorized
      officer

            
	 
      	 	
              Principal
      Amount

            	 	
              Principal
      Amount

            	 	
              decrease
      (or

            	 	
              of
      Trustee or

            
	
              Date
      of Exchange

            	 	
              of
      this Global Note

            	 	
              of
      this Global Note

            	 	
              increase)

            	 	
              Custodian

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    FORM
OF CONVERSION NOTICE

    


    Stillwater
Mining Company

    1321
Discovery Drive

    Billings,
MT 59102

    Attn:
John R. Stark

    


    Re:
1.875% Convertible Senior Notes due 2028

    —
CONVERSION NOTICE (CUSIP 86074Q AD4)

    


    Reference
is hereby made to the Indenture, dated as of March 12, 2008 (the “Indenture”), between
Stillwater Mining Company, as issuer (the “Company”), Law Debenture Trust
Company of New York, as trustee (the “Trustee”), and Deutsche Bank
Trust Company Americas, as registrar (the “Registrar”), conversion agent
(the “Conversion Agent”)
and paying agent (the “Paying
Agent”). Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

    


    ___________
(the “Owner”) owns and
proposes to convert the Note[s] or interest in such Note[s] specified herein, in
the principal amount of $__________ in such Note[s] or interests (the “Conversion”) pursuant to
Article VI of the Indenture. In connection with the Conversion, the Owner hereby
certifies that, as Owner of this Note, he/she hereby irrevocably exercises the
option to convert this Note, or such portion of this Note in the principal
amount designated above into the number of shares of Common Stock of the Company
equal to (x) the aggregate principal amount of Notes to be converted divided by
(y) the Applicable Conversion Price. The Owner directs that such shares,
together with a check in payment for any fractional share and any Notes
representing any unconverted principal amount hereof, be delivered to and be
registered in the name of the undersigned unless a different name has been
indicated below. If shares of Common Stock or Notes are to be registered in the
name of a Person other than the undersigned, (a) the undersigned will pay all
transfer taxes payable with respect thereto and (b) signature(s) must be
guaranteed by an Eligible Guarantor Institution with membership in an approved
signature guarantee program pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934. Any amount required to be paid by the undersigned on
account of interest accompanies this Note.

    


    
      	
              Dated:

            	
               

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Signature(s)

            


    

    


    


    If shares
of Common Stock or Notes are

    to be
registered in the name of a Person

    other
than the Holder, please print such

    Person’s
name and address:

    ____________________________

    (Name)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ____________________________

    ____________________________

    (Address)

    ____________________________

    Social
Security or other Identification

    Number,
if any.

    ____________________________

    Signature
Guaranteed

    


    If only a
portion of a Definitive Note is to be converted, please indicate:

    


    1.
Principal amount to be converted: $

    


    2.
Principal amount and denomination of Notes representing unconverted principal
amount to be issued:

    


    
      	
              Amount:
      $

            	
              Denominations:
      $

            


    

    


    ($1,000
or any integral multiple of $1,000 in excess thereof, provided that the
unconverted portion of such principal amount is $1,000 or any integral multiple
of $1,000 in excess thereof.)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    FORM
OF PURCHASE NOTICE

     

    
      	
              TO:

            	
              STILLWATER
      MINING COMPANY and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Conversion
      Agent

            


    

    


    The
undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from Stillwater Mining Company (the “Company”) regarding the right
of Holders to elect to require the Company to purchase the Notes and requests
and instructs the Company to repay the entire principal amount of this Note, or
the portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued and
unpaid interest, if any, (including Liquidated Damages and Additional Interest,
if any) to, but excluding, the Purchase Date to the registered Holder hereof.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. The Notes shall be purchased by the Company as
of the Purchase Date pursuant to the terms and conditions specified in the
Indenture.

    


    
      	
              Dated:

            	
               

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Signature(s)

            


    

    


    


    NOTICE:
The above signatures of the Holder(s) hereof must correspond with the name as
written upon the face of the Notes in every particular without alteration or
enlargement or any change whatever.

    


    Notes
Certificate Number (if applicable): ______

    


    Principal
amount to be purchased

    (if less
than all, must be $1,000 or whole multiples thereof): ______

    


    Social
Security or Other Taxpayer Identification Number: _____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    FORM
OF FUNDAMENTAL CHANGE PURCHASE NOTICE

    


    
      	
              TO:

            	
              STILLWATER
      MINING COMPANY and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Conversion
      Agent

            


    

    


    The
undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from Stillwater Mining Company (the “Company”) regarding the right
of Holders to elect to require the Company to purchase the Notes and requests
and instructs the Company to repay the entire principal amount of this Note, or
the portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued and
unpaid interest, if any, (including Liquidated Damages and Additional Interest,
if any) to, but excluding, the Fundamental Change Purchase Date to the
registered Holder hereof. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture. The Notes shall be
purchased by the Company as of the Fundamental Change Purchase Date pursuant to
the terms and conditions specified in the Indenture.

    


    
      	
              Dated:

            	
               

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Signature(s)

            


    

    


    


    NOTICE:
The above signatures of the Holder(s) hereof must correspond with the name as
written upon the face of the Notes in every particular without alteration or
enlargement or any change whatever.

    


    Notes
Certificate Number (if applicable): _____

    


    Principal
amount to be purchased

    (if less
than all, must be $1,000 or whole multiples thereof): _____

    


    Social
Security or Other Taxpayer Identification Number: _____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    FORM
OF CERTIFICATE OF EXCHANGE

    


    Stillwater
Mining Company

    1321
Discovery Drive

    Billings,
MT 59102

    Attn:
John R. Stark

    


    Law
Debenture Trust Company of New York

    400
Madison Avenue, 4th
Floor

    New York,
NY 10017

    Attn:
Vice President

    


    Re:
1.875% Convertible Senior Notes due 2028

    —
Certificate of Exchange (CUSIP 86074Q AD4)

    


    Reference
is hereby made to the Indenture, dated as of March 12, 2008 (the “Indenture”), among Stillwater
Mining Company., a Delaware corporation (the “Company”), Law Debenture Trust
Company of New York, as trustee (the “Trustee”) and Deutsche Bank
Trust Company Americas as Registrar, Conversion Agent and Paying Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     

    __________________________
(the “Owner”) owns and
proposes to exchange the Note[s] or interest in such Note[s] specified herein,
in the principal amount at maturity of $____________ in such Note[s] or
interests (the “Exchange”). In connection
with the Exchange, the Owner hereby certifies that in connection with the
Exchange of the Owner’s beneficial interest in a Global Note for a Definitive
Note with an equal principal amount at maturity, the Owner hereby certifies that
the Definitive Note is being acquired for the Owner’s own account without
transfer. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the Definitive Note issued will continue to be subject
to the restrictions on transfer enumerated in the Legend printed on the
Definitive Note and in the Indenture and the Securities Act.

    


    [form of
signature page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This
certificate and the statements contained herein are made for your benefit and
the
benefit of the Company.

    


    
      	 
      	
              Dated:

            	 	 
      


    

    


    
      	 
      	 
      
	 
      	
              [Insert
      Name of Transferor]

            


    

    


    


    
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title: