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EXHIBIT 10.2
APPENDIX B-1
AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENT
AMENDMENT NO. 1 dated as of April 20, 1998, to the Stockholder Agreement
(the "Stockholder Agreement") dated as of February 9, 1998, among KINROSS GOLD
CORPORATION, a corporation organized under the laws of Ontario ("Parent"),
KINROSS MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary
of Parent ("Sub"), CYPRUS AMAX MINERALS COMPANY, a Delaware corporation
("Cyprus") and each of AMAX ENERGY, INC. and CYPRUS GOLD COMPANY (the
"Subsidiary Stockholders" and, together with Cyprus, the "Stockholders").
Parent, Sub and the Stockholders have agreed to amend the Stockholder
Agreement pursuant to the terms and conditions of this Amendment.
Capitalized terms used and not otherwise defined in this Agreement shall
have the respective meanings assigned to them in the Stockholder Agreement, as
amended hereby.
Accordingly, in consideration of the mutual covenants, conditions and
agreements contained herein, the parties hereto agree as follows:
Section 1. Amendment to the Stockholder Agreement. Upon the
effectiveness of this Amendment, the Stockholder Agreement shall be and is
hereby amended as set forth in paragraph (a) below.
(a) Section 3 of the Stockholder Agreement is hereby amended by replacing
the final sentence of Section 3(a)(ii) with the following:
The "Warrant Price" shall mean the average of the volume-weighted average
sales price per Parent Common Share on each day, in each case converted
into U.S. Dollars at the Noon Buying Rate for Canadian Dollars on such
day, over the 20 consecutive trading-day period ending the tenth trading
day after the Effective Time on The Toronto Stock Exchange or, if the
Parent Common Shares are not then listed on The Toronto Stock Exchange, on
the principal stock exchange or automated quotation system on which the
Parent Common Shares are listed or quoted, as the case may be.
Section 2. Stockholder Agreement. Except as expressly amended or modified
herein, the Stockholder 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
Stockholder Agreement, shall mean the Stockholder Agreement as amended by this
Amendment.
Section 3. Headings. The headings contained in this Amendment are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Amendment.
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Section 4. Counterparts; Effectiveness. This Amendment may be executed in
two or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of Parent, Sub, the Company and the Stockholders and delivered to
Parent, Sub, the Company and the Stockholders.
Section 5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
regard to any applicable conflicts of law principles of such State.
IN WITNESS WHEREOF, Parent, Sub and the Stockholders have caused this
Amendment to be duly executed and delivered as of the date first written above.
KINROSS GOLD CORPORATION,
by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Corporate Secretary
KINROSS MERGER CORPORATION,
by: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Director
CYPRUS AMAX MINERALS COMPANY,
by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
AMAX ENERGY, INC.,
by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
CYPRUS GOLD COMPANY,
by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
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ACKNOWLEDGED
AMAX GOLD INC.,
by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Chief Financial Officer
