REGISTRATION RIGHTS AGREEMENT dated as of March 6, 2014 between Kinross Gold Corporation the Guarantors specified herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC as Representatives of the several Initial PurchasersRegistration Rights Agreement • November 12th, 2014 • Melba Creek Mining, Inc. • Gold and silver ores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 6, 2014, between Kinross Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company” and, together with the Guarantors (as defined below), the “Issuers”), and the subsidiaries of the Company that are initially Guarantors, on the one hand, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as Representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule A 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 5.95% Senior Notes due 2024 (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 “Securitie
Form of Note]Melba Creek Mining, Inc. • November 12th, 2014 • Gold and silver ores
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.
