Page 34 of 50 Pages
EXHIBIT 10.4
APPENDIX C-1
AMENDMENT No. 1 to
INVESTOR AGREEMENT
THIS AGREEMENT dated April 20, 1998 is made
A M O N G:
KINROSS GOLD CORPORATION, an Ontario
corporation ("Kinross");
OF THE FIRST PART
- and -
CYPRUS AMAX MINERALS COMPANY,
(the "Significant Shareholder") a
Delaware corporation;
OF THE SECOND PART
WHEREAS, Kinross and the Significant Shareholder are parties to the
Investor Agreement dated February 9, 1998 (the "Investor Agreement");
WHEREAS, Kinross and the Significant Shareholder have agreed to amend
the Investor Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual benefits to be derived and
the representations and warranties, conditions and promises herein contained,
and intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
GENERAL
SECTION 1.01 DEFINED TERMS.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Investor Agreement.
SECTION 1.02 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
Page 35 of 50 Pages
ARTICLE II
AMENDMENTS
SECTION 2.01 AMENDMENTS
The Investor Agreement is amended as follows:
(a) by deleting the word "ten" where it appears in Section 3.01 and in
the fifth sentence of Section 3.03 and, in each case, replacing it
with the word "twelve";
(b) by deleting subsections (a), (b) and (c) of Section 3.02 in their
entirety and substituting the following therefor and by renumbering
subsections (d) and (e) as (e) and (f), respectively:
"(a) If the Investors beneficially own at least 76,112,455 Common
Shares (as adjusted for any stock dividend, stock split,
reclassification or similar event) (the "Base Share Number"), the
parties hereto shall exercise all authority under applicable law
to cause any slate of directors presented to shareholders for
election to the Board to consist of such nominees that, if
elected, would result in the Board consisting of four Investor
Directors and eight additional directors.
(b) If the Investors beneficially own less than the Base Share
Number but at least three-quarters of the Base Share Number,
the parties hereto shall exercise all authority under
applicable law to cause any slate of directors presented to
shareholders for election to the Board to consist of such
nominees that, if elected, would result in the Board
consisting of three Investor Directors and nine additional
directors.
(c) If the Investors beneficially own less than three-quarters of
the Base Share Number but at least one-half of the Base Share
Number, the parties hereto shall exercise all authority under
applicable law to cause any slate of directors presented to
shareholders for election to the Board to consist of such
nominees that, if elected, would result in the Board
consisting of two Investor Directors and ten additional
directors.
(d) If the Investors beneficially own less than one-half of the
Base Share Number but at least one-quarter of the Base Share
Number, the parties hereto shall exercise all authority under
applicable law to cause any slate of directors presented to
shareholders for election to the Board to consist of such
nominees that, if elected, would result in the Board
consisting of one Investor Director and eleven additional
directors".
Page 36 of 50 Pages
ARTICLE III
GENERAL
SECTION 3.01 INVESTOR AGREEMENT
Except as expressly amended or modified herein, the Investor Agreement (as
amended hereby) shall continue in full force and effect in accordance with the
provisions hereof and thereof as in existence on the date hereof. After the date
hereof, any reference to the Investor Agreement shall mean the Investor
Agreement as amended by this Agreement.
SECTION 3.02 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which will be an original as regards any party whose signature appears thereon
and all of which together will constitute one and the same instrument. This
Agreement will become binding when one or more counterparts hereof, individually
or taken together, bear the signatures of all the parties reflected hereon as
signatories.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the day and year first written above.
KINROSS GOLD CORPORATION
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Corporate Secretary
CYPRUS AMAX MINERALS COMPANY
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
