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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/04/06 Barrick Gold Corp SC TO-T 13:3.1M Novagold Resources Inc Bowne - Bot/FA |
Document/Exhibit Description Pages Size 1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer HTML 42K 2: EX-99.(A)(1)(A) Exhibit (A)(1)(A) HTML 394K 3: EX-99.(A)(1)(B) Exhibit (A)(1)(B) HTML 97K 4: EX-99.(A)(1)(C) Exhibit (A)(1)(C) HTML 32K 5: EX-99.(A)(1)(D) Exhibit (A)(1)(D) HTML 21K 6: EX-99.(A)(1)(E) Exhibit (A)(1)(E) HTML 24K 7: EX-99.(A)(5)(E) Exhibit (A)(5)(E) HTML 26K 8: EX-99.(A)(5)(F) Exhibit (A)(5)(F) HTML 320K 9: EX-99.(A)(5)(G) Exhibit (A)(5)(G) HTML 19K 10: EX-99.(A)(5)(H) Exhibit (A)(5)(H) HTML 24K 11: EX-99.(B)(4) Exhibit (B)(4) HTML 193K 12: EX-99.(H)(1) Exhibit (H)(1) HTML 11K 13: EX-99.(H)(2) Exhibit (H)(2) HTML 11K
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1.1 | Defined Terms |
2.1 | Amendments to Definitions |
(a) | The definitions of “Acknowledgment Letter” and “Information Memorandum’’ in Section 1.1 of the Credit and Guarantee Agreement are hereby deleted in their entirety. | ||
(b) | The definition of “Applicable BA Discount Rate” in Section 1.1 of the Credit and Guarantee Agreement is amended by adding the words “,Other Eligible Canadian Lender” after the words “Schedule II Lender” in the first and second lines of part (b) of such definition. | ||
(c) | The definition of “Applicable Commitment Fee Rate” in Section 1.1 of the Credit and Guarantee Agreement is hereby deleted and replaced with the following: | ||
“Applicable Commitment Fee Rate”: at any date, the applicable percentage per annum set forth below opposite the Status in effect on such date: |
Status | Applicable Commitment Fee Rate | |||
Level I |
0.07 | % | ||
Level II |
0.08 | % |
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(d) | The definition of “Applicable Margin” in Section 1.1 of the Credit and Guarantee Agreement is hereby deleted and replaced with the following: | ||
“Applicable Margin”: at any date, the applicable percentage per annum set forth below opposite the Status in effect on such date: |
Status | Applicable Margin | |||||||
for all outstanding | Applicable Margin for all | |||||||
Loans when | outstanding Loans when | |||||||
aggregate outstanding | aggregate outstanding Loans are | |||||||
Loans are less than | greater than or equal to | |||||||
US$750,000,000 or | US$750,000,000 or the US$ | |||||||
the US$ Equivalent | Equivalent | |||||||
Level I |
0.250 | % | 0.300 | % | ||||
Level II |
0.300 | % | 0.350 | % |
(e) | The definition of “BGM” in Section 1.1 of the Credit and Guarantee Agreement is amended by adding to the end of such definition the words “, together with its successors.”. | ||
(f) | The definition of “Commitment” in Section 1.1 of the Credit and Guarantee Agreement is amended by adding the following at the end of such definition: | ||
“and (f) as to any Other Eligible Canadian Lender and its Related US Lender (“Paired Other Lenders”), the several obligations of such Paired Other Lenders to make Committed Loans to the Borrowers hereunder in an Outstanding amount (for both such Paired Other Lenders in the aggregate) not to exceed the amount set forth opposite such Paired Other Lenders’ names on Schedule 1.1 (or, if applicable, in the relevant Assignment and Acceptance).” | |||
(g) | The definition of “Fee Letter” in Section 1.1 of the Credit and Guarantee Agreement is hereby deleted and replaced with the following: | ||
“Fee Letter”: the letter agreement dated June 22, 2006 between Barrick, Royal, Citigroup Global Markets Inc. and Citibank N.A. Canadian Branch, as the same may be amended, restated, supplemented or replaced from time to time.”. | |||
(h) | The definition of “Lenders” in Section 1.1 of the Credit and Guarantee Agreement is amended by adding: | ||
(i) the words “the lenders listed on Schedule 1.1 (or, if applicable, in the relevant Assignment and Acceptance) consisting of” immediately following the words “the collective reference to” in the first line of such definition; | |||
(ii) the following at the end of the first sentence in such definition: |
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(iii) the words “Other Eligible Canadian Lender” after the words “Schedule II Lender” in the seventh and eleventh lines of such definition. | |||
(i) | The definition of “LIBO Rate” in Section 1.1 of the Credit and Guarantee Agreement is amended by deleting the first sentence of such definition and replacing it with the following: | ||
“LIBO Rate”: with respect to each LIBO Rate Committed Loan during a specified Interest Period and each LIBO Rate Auction Loan during a specified Auction Loan Period, the rate of interest determined by the Administrative Agent for deposits in US$ for a period equal to such Interest Period or Auction Loan Period, commencing on the first day of such Interest Period or Auction Loan Period by reference to the rate appearing on the Reuters LIBO page as of 11:00 A.M. London, England time two Business Days prior to the beginning of such Interest Period or Auction Loan Period.” | |||
(j) | The definition of “Loan Documents” in Section 1.1 of the Credit and Guarantee Agreement is amended by deleting the words “Acknowledgement Letter,” from such definition. | ||
(k) | The following definition is added to Section 1.1 of the Credit and Guarantee Agreement immediately after the definition of “Offshore Lending Office”: | ||
“Other Eligible Canadian Lender” means any person that is not a Schedule I Lender, a Schedule II Lender or a Schedule III Lender but is able to establish to the satisfaction of the Administrative Agent and Barrick based on applicable law in effect on the date on which it becomes a Lender that such person is a resident of Canada for purposes of the Canadian Tax Act and, having established the foregoing, is identified as an “Other Eligible Canadian Lender” by reference opposite such Lender’s name on Schedule 1.1.” | |||
(l) | The definition of “Paired Lenders” in Section 1.1 of the Credit and Guarantee Agreement is amended by adding the words “or Paired Other Lenders” at the end of such definition. | ||
(m) | The following definition is added immediately after the definition of “Paired Lenders” in Section 1.1 of the Credit and Guarantee Agreement: | ||
“Paired Other Lenders”: as defined in the definition of “Commitment”.” | |||
(n) | The definition of “Related Canadian Lender” in Section 1.1 of the Credit and Guarantee Agreement is amended by adding the following at the end of such definition: | ||
“and (d) the affiliate of such Lender which is an Other Eligible Canadian Lender”. |
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(o) | The definition of “Schedule II Reference Lenders” in Section 1.1 of the Credit and Guarantee Agreement is amended by replacing the words “J.P. Morgan Bank Canada and Deutsche Bank Canada” with the words “and J.P. Morgan Bank Canada”. | ||
(p) | The definition of “Termination Date” in Section 1.1 of the Credit and Guarantee Agreement is amended by replacing the reference to “April 28, 2010” in such definition with a reference to “April 28, 2011”. | ||
(q) | The definition of “Toronto Lending Office” in Section 1.1 of the Credit and Guarantee Agreement is amended by adding the words “Other Eligible Canadian Lender,” after the words “Schedule III Lender,” in the second line and in the ninth line of such definition. |
2.2 | Amendments to Other Sections of the Credit and Guarantee Agreement |
(a) | Section 3.5(a) of the Credit and Guarantee Agreement is amended by adding the words “Other Eligible Canadian Lender,” after the words “Schedule III Lenders,” in the second line of such Section. | ||
(b) | Section 5.1(a) of the Credit and Guarantee Agreement is amended by adding the words “Other Eligible Canadian Lenders,” after the words “Schedule III Lenders,” in the second line of such Section. | ||
(c) | Section 5.9(b)(i) of the Credit and Guarantee Agreement is amended by adding the words “an Other Eligible Canadian Lender” after the words “Schedule II Lender” in the fourth line of such subsection. | ||
(d) | Section 5.11(b)(i) of the Credit and Guarantee Agreement is amended by replacing the word “incorporated” where it appears in such subsection with the word “organized”. | ||
(e) | Section 6.1(a)) of the Credit and Guarantee Agreement is amended by replacing the date “December 31, 2001” with the date “December 31,2005”. | ||
(f) | The second sentence of Section 6.1(b) of the Credit and Guarantee Agreement is hereby deleted and replaced with the following: | ||
“Except as described on Schedule 6.1 or as could not reasonably be expected to have a Material Adverse Effect, during the period from December 31, 2005 to and including August 1, 2006 there has been no sale, transfer or other disposition by Barrick or any of its consolidated Subsidiaries of any part of its business or property (determined on a consolidated basis) and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person).” | |||
(g) | Section 6.2 of the Credit and Guarantee Agreement is hereby deleted and replaced with the following: |
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“6.2 No Change | |||
From December 31, 2005 to August 1, 2006, there has been no Material Adverse Change in the financial condition of Barrick as reflected in the December 31, 2005 consolidated audited financial statements of Barrick.”. | |||
(h) | Subsections 10(e), 10(g)(i) and 10(i) of the Credit and Guarantee Agreement are amended by replacing each reference to “US$50,000,0000” therein with a reference to “US$75,000,000”. | ||
(i) | Subsection 10(g)(ii) of the Credit and Guarantee Agreement is amended by replacing the reference to “US$100,000,000” therein with a reference to “US$150,000,000”. | ||
(j) | Each of Section 11.6, the second paragraph of Section 12.2 and Section 12.5(a)(i) and (ii) of the Credit and Guarantee Agreement is amended by replacing each occurrence of the words “the Borrower” therein with the words “any Borrower”. | ||
(k) | Section 11.9 of the Credit and Guarantee Agreement is amended by replacing each occurrence of the words “the Borrower” therein with the word “Barrick”. | ||
(l) | Section 13.2 of the Credit and Guarantee Agreement is amended by replacing the address for Barrick contained therein with the following: |
(m) | Section 13.4 of the Credit and Guarantee Agreement is amended by deleting the words “including without limitation, the Acknowledgement Letter,” from such Section. | ||
(n) | Section 13.6(e) of the Credit and Guarantee Agreement is amended by replacing each occurrence of the words “the Borrower” therein with the words “the Borrowers”. |
2.3 | Amendment to Schedules and Exhibits |
(a) | Each of Schedules 1.1, 6.1, 6.6, 8.8, 9.2, and 9.7 to the Credit and Guarantee Agreement is hereby deleted in its entirety and replaced with Exhibits A, B, C, D, E and F to this Amendment, respectively. |
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(b) | Each of the Exhibits to the Credit and Guarantee Agreement is amended by replacing “Citibank Canada, as Syndication Agent” with “Citigroup Global Markets Inc., as Syndication Agent”. | ||
(c) | Exhibit E to the Credit and Guarantee Agreement is hereby deleted and replaced with the form of Exhibit E attached as Exhibit G to this Amendment. |
3.1 | Guarantor’s Consent |
4.1 | Representations and Warranties |
(a) | Each Loan Party that is a party hereto represents and warrants that: |
(i) | It has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment on the terms and conditions of this Amendment; | ||
(ii) | No consent or authorization of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment; | ||
(iii) | This Amendment has been duly executed and delivered on behalf of such Loan Party; and | ||
(iv) | This Amendment constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. |
(b) | Each Loan Party represents and warrants that each of the representations and warranties of such Loan Party contained in the Credit and Guarantee Agreement as amended by this Amendment or in any certificate, document or financial or other statement furnished by or on behalf of such Loan Party pursuant to or in |
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5.1 | Re-allocation |
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5.2 | Other Amendments |
6.1 | Conditions to Effectiveness |
(a) | Execution of Agreement. This Amendment shall have been executed and delivered by a duly authorized officer of each of Barrick, the Administrative Agent and each Lender listed on Exhibit A hereto. | ||
(b) | Officers’ Certificate of Barrick. The Administrative Agent shall have received a certificate of Barrick, dated the date hereof, in form and substance satisfactory to the Administrative Agent and its counsel, with appropriate insertions and attachments, executed by a Responsible Officer and the Secretary of Barrick. | ||
(c) | Legal Opinions. The Administrative Agent shall have received the executed legal opinion of Davies Ward Phillips & Vineberg LLP, Canadian counsel to Barrick, in form and substance satisfactory to the Administrative Agent and its counsel. | ||
(d) | Certificate of Status. A certificate of status, good standing or like certificate issued by the appropriate governmental officials of the jurisdiction of Barrick’s incorporation. | ||
(e) | Fees and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date of this Amendment, including, reimbursement or payment of all costs and expenses required to be reimbursed or paid by the Borrowers under the Credit and Guarantee Agreement or under the Fee Letter. |
7.1 | Additional Lenders |
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8.1 | Governing Law |
9.1 | Miscellaneous |
(a) | In this Amendment, unless there is something in the subject matter or context inconsistent therewith, “this agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Amendment and not to any particular section or other portion hereof. | ||
(b) | This Amendment is an amendment to the Credit and Guarantee Agreement within the meaning of such agreement. | ||
(c) | This Amendment may be executed in counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. | ||
(d) | Each party shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, deeds, mortgages, transfers and assurances as are reasonably required for the purpose of accomplishing and effecting the intention of this Amendment. |
BARRICK GOLD CORPORATION, as a Borrower |
||||
By: | /s/ Ammar Al-Joundi | |||
Name: | Ammar Al-Joundi | |||
Title: | Senior Vice President, Finance | |||
By: | /s/ Sybil E. Veenman | |||
Name: | Sybil E. Veenman | |||
Title: | VP, Assistant General Counsel and Secretary | |||
BARRICK GOLD CORPORATION, as a Guarantor |
||||
By: | /s/ Ammar Al-Joundi | |||
Name: | Ammar Al-Joundi | |||
Title: | Senior Vice President, Finance | |||
By: | /s/ Sybil E. Veenman | |||
Name: | Sybil E. Veenman | |||
Title: | VP, Assistant General Counsel and Secretary | |||
ROYAL BANK OF CANADA, as Administrative Agent |
||||
By: | /s/ David Wheatley | |||
Name: | David Wheatley | |||
Title: | Manager, Agency | |||
By: | ||||
Name: | ||||
Title: | ||||
CITIGROUP GLOBAL MARKETS INC., as Syndication Agent |
||||
By: | /s/ Wajeeh Faheem | |||
Name: | Wajeeh Faheem | |||
Title: | Authorized Signatory | |||
By: | ||||
Name: | ||||
Title: | ||||
THE LENDERS: ROYAL BANK OF CANADA |
||||
By: | /s/ Stam Fountoulakis | |||
Name: | Stam Fountoulakis | |||
Title: | Authorized Signatory | |||
ROYAL BANK OF CANADA, Acting Through A New York Branch |
||||
By: | /s/ Dustin Craven | |||
Name: | Dustin Craven | |||
Title: | Attorney-in-Fact | |||
CITIBANK, N.A., Canadian branch |
||||
By: | /s/ Roderick Smith | |||
Name: | Roderick Smith | |||
Title: | Authorized Signer | |||
By: | ||||
Name: | ||||
Title: | ||||
CITIBANK, N.A. |
||||
By: | /s/ Bill Martens | |||
Name: | Bill Martens | |||
Title: | Vice President | |||
By: | ||||
Name: | ||||
Title: | ||||
DEUTSCHE BANK AG, CANADA BRANCH |
||||
By: | /s/ Robert A. Johnston | |||
Name: | Robert A. Johnston | |||
Title: | Vice President | |||
By: | /s/ Paul M. Jurist | |||
Name: | Paul M. Jurist | |||
Title: | Managing Director & Principal Officer | |||
DEUTSCHE BANK AG, NEW YORK BRANCH |
||||
By: | /s/ Marcus Tarkington | |||
Name: | Marcus Tarkington | |||
Title: | Director | |||
By: | /s/ Rainer Meier | |||
Name: | Rainer Meier | |||
Title: | Vice President | |||
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH |
||||
By: | /s/ Sara Collins | |||
Name: | Sara Collins | |||
Title: | Vice President | |||
By: | ||||
Name: | ||||
Title: | ||||
JPMORGAN CHASE BANK, N.A. |
||||
By: | /s/ Drew McDonald | |||
Name: | Drew McDonald | |||
Title: | Vice President | |||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NOVA SCOTIA |
||||
By: | /s/ Ray Clarke | |||
Name: | Ray Clarke | |||
Title: | DIRECTOR | |||
By: | /s/ Bob Deol | |||
Name: | Bob Deol | |||
Title: | Associate |
BANK OF MONTREAL (Toronto Lending Office) |
||||
By: | /s/ R. Wright | |||
Name: | R. Wright | |||
Title: | DIRECTOR | |||
BANK OF MONTREAL (Chicago Lending Office) |
||||
By: | /s/ R. Wright | |||
Name: | R. Wright | |||
Title: | DIRECTOR |
HSBC BANK USA, NATIONAL ASSOCIATION (TORONTO BRANCH) |
||||
By: | /s/ Margaret Lane | |||
Name: | MARGARET LANE | |||
Title: | AUTHORIZED SIGNATORY | |||
By: | /s/ Jody Sanderson | |||
Name: | JODY SANDERSON | |||
Title: | AUTHORIZED SIGNATORY | |||
HSBC BANK USA, NATIONAL ASSOCIATION |
||||
By: | /s/ Jeffrey Roth | |||
Name: | JEFFREY ROTH | |||
Title: | VP | |||
By: | /s/ P. E. Kavanagh | |||
Name: | P. E. Kavanagh | |||
Title: | SVP |
UBS AG CANADA BRANCH |
||||
By: | /s/ Amy Fung | |||
Name: | Amy Fung | |||
Title: | Director | |||
By: | /s/ Paul Sinclair | |||
Name: | Paul Sinclair | |||
Title: | Executive Director | |||
UBS LOAN FINANCE LLC |
||||
By: | /s/ Richard L. Tavrow | |||
Name: | Richard L. Tavrow | |||
Title: | Director Banking Products Services, US |
|||
By: | /s/ Irja R. Otsa | |||
Name: | Irja R. Otsa | |||
Title: | Associate Director Banking Products Services, US |
MORGAN STANLEY SENIOR FUNDING, INC. |
||||
By: | /s/ Todd Vannucci | |||
Name: | Todd Vannucci | |||
Title: | Vice President | |||
By: | ||||
Name: | ||||
Title: | ||||
MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO. |
||||
By: | /s/ Todd Vannucci | |||
Name: | Todd Vannucci | |||
Title: | Vice President | |||
By: | ||||
Name: | ||||
Title: |
SOCIÉTÉ GÉNÉRALE (CANADA) |
||||
By: | /s/ Robert Page | |||
Name: | Robert Page | |||
Title: | DIRECTOR | |||
By: | /s/ Paul Prinavesi | |||
Name: | Paul Prinavesi | |||
Title: | VICE PRESIDENT | |||
SOCIÉTÉ GÉNÉRALE |
||||
By: | /s/ Chris Henstock | |||
Name: | Chris Henstock | |||
Title: | DIRECTOR | |||
By: | ||||
Name: | ||||
Title: | ||||
BANK OF TOKYO — MITSUBISHI UFJ, | ||||||
(CANADA) | ||||||
By: | /s/ M. Izaki
|
|||||
Title: Executive Vice President | ||||||
By: | /s/ J. Clements
|
|||||
Title: AVP Senior Credit Analyst | ||||||
THE BANK OF TOKYO — MITSUBISHI |
||||||
UFJ, LTD., New York Branch | ||||||
By: | /s/ Christian A. Glodeno
|
|||||
Title: Authorized Signatory | ||||||
By: | ||||||
Title: |
BNP PARIBAS (CANADA) | ||||||
By: | /s/ Allan Fordyee
|
|||||
Title: Director | ||||||
By: | /s/ Michael Gosselin
|
|||||
Title: Managing Director | ||||||
BNP PARIBAS, | ||||||
Acting Through Its Houston Agency | ||||||
By: | /s/ Larry Robinson
|
|||||
Title: Director | ||||||
By: | /s/ Polly Schott
|
|||||
Title: Vice President |
CREDIT SUISSE, TORONTO BRANCH | ||||||
By: | /s/ Bruce F. Wetherly
|
|||||
Title: Director, CREDIT SUISSE, TORONTO BRANCH | ||||||
By: | /s/ Steve W. Fuh
|
|||||
Title: Vice President | ||||||
CREDIT SUISSE, | ||||||
CAYMAN ISLANDS BRANCH | ||||||
By: | /s/ Cassandra Droogan
|
|||||
Title: VICE PRESIDENT | ||||||
By: | /s/ Denise L. Alvarez
|
|||||
Title: ASSOCIATE |
BANK OF AMERICA, N.A., Canada Branch | ||||||
By: | /s/ Nelson Lam
|
|||||
Title: Vice President | ||||||
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Jeffrey A. Armitage
|
|||||
Title: Senior Vice President |
BARCLAYS BANK PLC | ||||||
By: | /s/ David Barton
|
|||||
Title: Associate Director |
THE ROYAL BANK OF SCOTLAND PLC | ||||||
By: | /s/ David Ellis
|
|||||
Title: ASSOCIATE DIRECTOR | ||||||
By: | ||||||
Title: |
CANADIAN IMPERIAL BANK OF COMMERCE |
||||
By: | /s/ Jens Paterson | |||
Name: | Jens Paterson | |||
Title: | Director | |||
By: | /s/ Scott Curtls | |||
Name: | Scott Curtls | |||
Title: | Managing Director | |||
CIBC INC. (New York Lending Office) |
||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
CANADIAN IMPERIAL BANK OF COMMERCE |
||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
CIBC INC. |
||||
By: | /s/ Dominic J. Sorresso | |||
Name: | Dominic J. Sorresso | |||
Title: | Executive Director | |||
CIBC World Markets Corp., as Agent |
||||
FORTIS CAPITAL (CANADA) LTD. |
||||
By: | /s/ Diran Cholakian | |||
Name: | Diran Cholakian | |||
Title: | Senior Vice President | |||
By: | /s/ Catherine Gilben | |||
Name: | Catherine Gilben | |||
Title: | Vice President | |||
FORTIS CAPITAL CORP. |
||||
By: | /s/ John W. Deegan | |||
Name: | John W. Deegan | |||
Title: | Senior Vice President | |||
By: | /s/ Steven Silverstein | |||
Name: | Steven Silverstein | |||
Title: | Vice President | |||
WESTPAC BANKING CORPORATION |
||||
By: | /s/ Isaac Rankin | |||
Name: | Isaac Rankin | |||
Title: | Head of Relationship Management |
Name and Address of Lender | Amount of Commitment | |
Toronto
Lending Office: |
||
Citibank, N.A. Canadian Branch |
||
Citibank Plaza |
||
123 Front Street West |
||
Toronto, Ontario, Canada M5J 2M3
|
||
Fax: (416) 947-5462 |
US$150,000,000 | |
New
York Lending Office: |
||
Citibank, N.A. |
||
399 Park Avenue |
||
New York, NY, USA 10043 |
||
Fax: (416) 947-5802 |
||
Toronto
Lending Office: |
||
Royal Bank of Canada |
||
Global Banking Service Centre |
||
20
King Street West,
7th Floor |
||
Toronto, Ontario, Canada M5H 1C4
|
||
Fax: (416) 842-4023 |
US$150,000,000 | |
New
York Lending Office: |
||
Royal Bank of Canada |
||
New York Branch |
||
One Liberty Plaza, 3rd Floor |
||
165 Broadway |
||
Fax: (212) 428-2372 |
Name and Address of Lender | Amount of Commitment | |
Toronto Lending Office: |
||
Deutsche Bank AG, Canada Branch |
||
222 Bay Street, Suite 1100 |
||
Toronto, Ontario, Canada M5K 1E7
|
||
Fax: (416) 682-8484 |
||
New York Lending Office: |
US$105,000,000 | |
Deutsche Bank AG, |
||
New York Branch and/or Cayman Islands Branch |
||
Services New Jersey, Inc. |
||
90 Huston Street |
||
Toronto Lending Office: |
||
JPMorgan Chase Bank, N A., Toronto Branch |
||
c/o J.P. Morgan Bank Canada |
||
200 Bay Street, Suite 1800 |
||
Royal Bank Plaza, South Tower |
||
Toronto, Ontario M5J 2J2 |
||
Fax: 416-981-9138
|
US$105,000,000 | |
New York Lending Office: |
||
JPMorgan Chase Bank, N.A. |
||
Loan & Agency Services |
||
1111 Fannin Street, 10th Floor |
||
Fax: 713-750-2666 |
||
Toronto Lending Office: |
||
The Bank of Nova Scotia |
||
Scotia Plaza |
||
44 King Street West |
||
Toronto, Ontario, Canada M5H 1H1
|
||
Fax: (416) 866-6489 |
US$105,000,000 | |
New York Lending Office: |
||
The Bank of Nova Scotia Atlanta Agency |
||
600 Peachtree Street, N.E., Suite 2700 |
||
Atlanta, GA, USA 30308 |
||
Fax: (404) 888-8998 |
Name and Address of Lender | Amount of Commitment | |
Toronto
Lending Office: |
||
Bank of Montreal |
||
Investment & Corporate Banking |
||
1 First Canadian Place, Fourth floor |
||
Toronto, Ontario M5X 1H3 |
||
Fax: 416-359-7796 |
US$105,000,000 | |
New York Lending Office: |
||
Bank of Montreal |
||
115
South LaSalle Street, 11th Floor |
||
Chicago, IL, USA 60603 |
||
Fax: (312) 750-4304
|
||
Toronto Lending Office: |
||
HSBC Bank USA National Association (Toronto Branch) |
||
70 York Street, 4th Floor Toronto, Ontario, Canada M5J 1S9 |
||
Fax: (716) 841-0269 |
||
New York Lending Office: |
||
HSBC Bank USA, National Association |
||
Fax: (416) 947-5802
|
US$105,000,000 | |
Toronto Lending Office: |
||
UBS AG Canada Branch |
||
161 Bay Street Suite 4100, BCE Place |
||
Toronto, Ontario M5J 2S1 |
||
Fax: 416 364-1221 |
US$75,000,000 | |
New York Lending Office: |
||
UBS Loan Finance LLC |
||
677 Washington Blvd., 6th Floor |
||
Stamford, CT, USA 06912 |
||
Fax: (203) 719-3888
|
Name and Address of Lender | Amount of Commitment | |
Toronto Lending Office: |
||
Morgan Stanley Senior Funding (Nova Scotia) Co. |
||
Suite 900, 1959 Upper Water Street |
||
Halifax, NS B3J 2X2 |
||
Fax: (718) 754-7249 |
||
Morgan Stanley Senior Funding (Nova Scotia) Co. is hereby identified as an Other Eligible Canadian Lender |
US$75,000,000 | |
New York Lending Office: |
||
Morgan Stanley Senior Funding, Inc. |
||
1585 Broadway |
||
New York, NY, USA 10036 |
||
Fax: (212) 761-0322
|
||
Toronto Lending Office: |
||
Société Générale (Canada) |
||
1501 McGill College Avenue |
||
Suite 1800 |
||
Montreal, PQ, Canada H3A 3M8 |
||
Fax: (514) 841-6250 |
US$75,000,000 | |
New York Lending Office: |
||
Société Générale |
||
1221 Avenue of the Americas |
||
New York, NY, USA 10020 |
||
Fax: (212) 278-7462
|
||
Toronto Lending Office: |
||
Bank of Tokyo — Mitsubishi UFJ (Canada) |
||
200 Bay Street, Royal Bank Plaza |
||
South Tower, Suite 1700 |
||
Toronto, Ontario, Canada M5J 2J1 |
||
Fax: (416) 865-9511 |
US$75,000,000 | |
New York Lending Office: |
||
The Bank of Tokyo — Mitsubishi UFJ, Ltd., |
||
New York Branch |
||
1251 Avenue of the Americas |
||
Fax: (212) 782-6440
|
Name and Address of Lender | Amount of Commitment | |
Toronto
Lending Office: |
||
BNP Paribas (Canada) |
||
77 King Street West |
||
Suite 4100 |
||
P.O. Box 31 |
||
T.D. Centre |
||
Toronto, ON M5K 1N8
|
||
Fax: (416) 947-3538 |
US$75,000,000 | |
New York Lending Office: |
||
BNP Paribas |
||
1200 Smith Street |
||
Suite 3100 |
||
Houston, TX, USA 77002 |
||
Fax: (713) 659-6915 |
||
Toronto Lending Office: |
||
Credit Suisse, Toronto Branch |
||
One First Canadian Place |
||
Suite 3000 |
||
Toronto, Ontario |
||
M5X 1C9
|
||
Fax: (416) 352-4688 |
US$50,000,000 | |
New York Lending Office: |
||
Credit Suisse, Cayman Islands Branch |
||
11 Madison Avenue |
||
Fax: (212) 538-6851 |
||
Toronto Lending Office: |
||
Bank of America, N.A., Canada Branch |
||
200 Front St. West, 27th Floor |
||
Toronto, Ontario, Canada M5V 3L2
|
||
Fax: (416) 349-4283 |
US$50,000,000 | |
New York Lending Office: |
||
Bank
of America N.A. |
||
Building B 2001 Clayton Rd |
||
Concord, CA, USA 94520-2405 |
||
Fax: (416) 349-4283 |
Name and Address of Lender | Amount of Commitment | |
Offshore Lending Office: |
||
Barclays Bank PLC |
||
200 Park Avenue |
||
New York, NY, USA
|
||
Fax: (212) 412-4029 |
US$50,000,000 | |
New York Lending Office: |
||
Barclays Bank PLC |
||
200 Park Avenue |
||
New York, NY, USA |
||
Fax: (212) 412-4029 |
||
Offshore Lending Office: |
||
The Royal Bank of Scotland PLC |
||
8th Floor |
||
135 Bishopsgate |
||
London |
||
EC2M 3UR
|
||
Fax: 44 (0) 207 085 8282 |
US$50,000,000 | |
New York Lending Office: |
||
The Royal Bank of Scotland PLC |
||
101 Park Avenue, |
||
NY 10178 |
||
Fax: (212) 401-1494 |
||
Toronto Lending Office: |
||
Canadian Imperial Bank of Commerce |
||
161 Bay Street |
||
8th Floor |
||
Toronto, ON M5J 2S8
|
||
Fax: (416) 594-8347 |
US$50,000,000 | |
New York Lending Office: |
||
CIBC Inc. |
||
CIBC World Markets Corp. |
||
300 Madison Avenue |
||
Fax: 212-856-3761 |
Name and Address of Lender | Amount of Commitment | |
Toronto
Lending Office: |
||
Fortis Capital (Canada) Ltd. |
||
330 5th Avenue S.W., Suite 2900 |
||
Calgary, Alberta T2P 0L4 |
||
Fax: (403) 514-6923 |
||
Fortis Capital (Canada) Ltd. is hereby identified as an
Other Eligible Canadian Lender
|
US$25,000,000 | |
New York Lending Office: |
||
Fortis Capital Corp. |
||
520 Madison Ave |
||
3rd Floor |
||
Fax: (212) 340-5320 |
||
Offshore Lending Office: |
||
Westpac Banking Corporation |
||
575 Fifth Avenue |
||
39th Floor |
||
Fax: (212) 551-2762 |
US$25,000,000 | |
New York Lending Office: |
||
Westpac Banking Corporation |
||
575 Fifth Avenue |
||
39th Floor |
||
Fax: (212) 551-2762 |
Subsidiary | Jurisdiction of Incorporation | |
Barrick Goldstrike Mines Inc.
|
Colorado | |
Bargold Corporation
|
Delaware | |
Homestake Nevada Corporation
|
California | |
Barrick Gold Inc.
(formerly Homestake Canada Inc.)
|
Ontario | |
Plutonic Operations Limited
|
New South Wales, Australia |
1. | Leases, subleases, royalties or other similar rights in land granted to or reserved by others prior to August 1, 2006, in each case in the ordinary course of business and not in connection with the incurrence of Indebtedness for borrowed money, so long as Barrick or the relevant Subsidiary has retained title to, or other right to use and enjoy any assets of the type described in Section 6.8 encumbered thereby to the extent contemplated by said Section 6.8. |
1. | The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule I hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule I hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule I hereto. | |
2. | The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Barrick, any of its Subsidiaries or any other obligor, or the performance or observance by Barrick, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. | |
3. | The Assignee (a) represents and warrant’s that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or |
document furnished pursuant thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 5.1l(b) of the Credit Agreement. | ||
4. | The effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule I hereto (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent). | |
5. | Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. | |
6. | From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. | |
7. | This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. | |
8. | Each of the Assignee and Assignor represents and warrants that this assignment of the Assigned Interest complies in all respects with the provisions of Section 13.6(d) of the Credit Agreement. | |
9. | The Assignee hereby represents and warrants to the Administrative Agent and the Assignor that the Assignee will lend to a Canadian Borrower through a [Canadian Lender/Unpaired Non-Canadian Foreign Lender/Tax-Exempt Foreign Lender] and will lend to a U.S. Borrower through a [U.S. Lender/Unpaired Non-U.S. Foreign Lender/Tax-Exempt Foreign Lender], and agrees that it will notify the Administrative Agent in writing promptly in the event that there is a change to the status of any such Lender. |
This ‘SC TO-T’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/28/11 | 6-K | |||
4/28/10 | ||||
8/16/06 | SC 13G, SC 14D9/A | |||
8/14/06 | 6-K, SC 14D9 | |||
Filed on: | 8/4/06 | 6-K | ||
8/1/06 | 6-K | |||
6/29/06 | NT 11-K | |||
6/22/06 | ||||
4/10/06 | SC 13G | |||
4/3/06 | ||||
3/31/06 | 40-F, 6-K | |||
3/10/06 | ||||
1/31/06 | ||||
12/31/05 | 11-K, 40-F, 6-K, NT 11-K | |||
11/25/05 | 425, SC TO-T/A | |||
10/4/05 | ||||
7/27/05 | 3 | |||
5/23/05 | 6-K | |||
1/6/05 | ||||
11/22/04 | ||||
10/20/04 | ||||
9/29/04 | ||||
9/8/04 | ||||
1/14/04 | ||||
11/5/03 | ||||
6/12/03 | ||||
5/2/03 | ||||
9/26/02 | ||||
4/29/02 | ||||
2/14/02 | SC 13G/A | |||
12/31/01 | 11-K | |||
6/29/98 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/17/06 SEC UPLOAD¶ 9/23/17 1:6K Novagold Resources Inc. |