REGISTRATION RIGHTS AGREEMENT dated as of August 22, 2011 between Kinross Gold Corporation the Guarantors specified herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC UBS Securities LLC as Representatives of the...Registration Rights Agreement • April 27th, 2012 • Red Back Mining Mauritania No. 2 LTD • Mineral royalty traders • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August , 2011, between Kinross Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company”), and the subsidiaries of the Company that are initially Guarantors (as defined below), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 3.625% Senior Notes due 2016, 5.125% Senior Notes due 2021 and 6.875% Senior Notes due 2041 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Se
Form of Note]Red Back Mining Mauritania No. 2 LTD • April 27th, 2012 • Mineral royalty traders
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
