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Barrick Gold Corp – ‘SC TO-T’ on 8/4/06 re: Novagold Resources Inc – EX-99.(B)(4)

On:  Friday, 8/4/06, at 4:21pm ET   ·   Accession #:  909567-6-1387   ·   File #:  5-80075

Previous ‘SC TO-T’:  ‘SC TO-T/A’ on 2/22/06   ·   Next:  ‘SC TO-T/A’ on 8/7/06   ·   Latest:  ‘SC TO-T/A’ on 12/12/06   ·   Referenced via Accession #:  By:  SEC – ‘UPLOAD’ on 8/17/06

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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

Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

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 


EX-99.(B)(4)   —   Exhibit (B)(4)


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  exv99wxbyx4y  

 

Exhibit (b)(4)
THIRD AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT
This Amending Agreement made as of August 1, 2006.
BETWEEN:
BARRICK GOLD CORPORATION, as Borrower
(the “Borrower”)

- and -
BARRICK GOLD CORPORATION, as Guarantor
(the “Guarantor”)
- and -
ROYAL BANK OF CANADA, as Administrative Agent
(the “Administrative Agent”)
- and -
RBC CAPITAL MARKETS, as Lead Arranger
- and -
CITIGROUP GLOBAL MARKETS INC., as Syndication Agent and Lead Arranger
(the “Syndication Agent”)
- and -
THE LENDERS PARTY HERETO
(the “Lenders”)
     WHEREAS the Borrower, the Guarantor, the Administrative Agent, Citibank Canada, as syndication agent, and certain financial institutions are parties to a credit and guarantee agreement dated as of April 29, 2002 as amended by an amending agreement dated as of May 2, 2003 and as further amended by an amending agreement dated as of July 27, 2005 (such agreement, as so amended, being the “Credit and Guarantee Agreement”);
     AND WHEREAS Citigroup Global Markets Inc. has replaced Citibank Canada as syndication agent and certain financial institutions have agreed to become a party to the Credit and Guarantee Agreement as amended by, and pursuant to, this Amendment;


 

- 2 -

     AND WHEREAS the parties hereto wish to amend the Credit and Guarantee Agreement in the manner set forth below;
     NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:
ARTICLE 1
INTERPRETATION
1.1   Defined Terms
Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Credit and Guarantee Agreement. When used herein the term “Amendment” means this amendment to the Credit and Guarantee Agreement.
ARTICLE 2
AMENDMENTS TO CREDIT AND GUARANTEE AGREEMENT
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 %


 

- 3 -

  (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:


 

- 4 -

“and (g) the Other Eligible Canadian Lenders and their respective Related US Lenders.”; and
      (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”.


 

- 5 -

  (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:


 

- 6 -

      “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:
“Barrick Gold Corporation
BCE Place
TD Canada Trust Tower
Suite 3700
161 Bay Street
Toronto, Ontario M5J2S1
Canada
Attention:   Vice President, Capital and Corporate Finance
Fax:            (416) 861-0480”.
  (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.


 

- 7 -

  (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.
ARTICLE 3
GUARANTOR’S CONSENT
3.1   Guarantor’s Consent
The Guarantor in its capacity as Guarantor under the Credit and Guarantee Agreement hereby acknowledges and consents to this Amendment and confirms that its guarantee as provided in the Credit and Guarantee Agreement shall continue in full force and effect notwithstanding the terms of this Amendment.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
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


 

- 8 -

connection with the Credit and Guarantee Agreement or this Amendment are true and correct (except, in the case of the representations set forth in Sections 6.1(a), 6.3(a), 6.4, 6.5(a), 6.6(a), 6.10, 6.11 and 6.12 of the Credit and Guarantee Agreement, where the failure to be true and correct could not be reasonably expected to have a Material Adverse Effect) on and as of the date hereof with the same effect as if made on the date hereof.
ARTICLE 5
RE-ALLOCATION AND OTHER AMENDMENTS
5.1   Re-allocation
The parties hereto acknowledge and confirm that notwithstanding any other term of the Credit and Guarantee Agreement or this Amendment, (i) the interest of each Lender that was party to the Credit and Guarantee Agreement immediately preceding the date of this Amendment (each, an “Original Lender”) in the currently outstanding LIBO Rate Committed Loan (the “Current Loan”) shall continue until August 14, 2006 (the “Loan Continuation Date”), such interest to be determined on the basis of each Original Lender’s Commitment Percentage in effect immediately preceding the date of this Amendment, (ii) no Lender that is not an Original Lender (or a permitted assignee of an Original Lender) shall have any interest in the Current Loan until the Current Loan is continued on the Loan Continuation Date, and (iii) no further Loans shall be available to any Borrower or made by any Lender until the Loan Continuation Date.
Concurrent with the continuation of the Current Loan on the Loan Continuation Date, (i) the Administrative Agent shall advise the Lenders on Schedule 1.1 to the Credit and Guarantee Agreement, as amended by this Amendment (each such Lender and its permitted assignees, if any, prior to the Loan Continuation Date, a “Current Lender”), of the amount required to be paid by any Current Lender to any other Current Lender in order to re-allocate the Original Lenders’ interests in respect of the Current Loan to the Current Lenders so that each Current Lender holds a percentage interest in the principal amount of the Current Loan equal to its Commitment Percentage on the Loan Continuation Date, (ii) the Current Lenders shall make such payments to each other as may be required to effect the foregoing re-allocation and (iii) such re-allocation shall be reflected in the Register maintained pursuant to Section 13.6(e) of the Credit and Guarantee Agreement so that the Borrower shall repay the Current Loan, as and when the same shall become due and payable in accordance with Section 5.4(a) of the Credit and Guarantee Agreement, for the account of each Lender in accordance with each Lender’s Commitment Percentage from time to time under the Credit and Guarantee Agreement, as amended by this Amendment and as may be further amended, supplemented or otherwise modified from time to time after the date hereof.
For greater certainty, amounts payable by the Borrower in respect of interest accrued on the Current Loan to the Loan Continuation Date shall be paid to the Administrative Agent solely for the account of the Original Lenders in accordance with their respective Commitment Percentages in effect immediately preceding the date of this Amendment.


 

- 9 -

5.2   Other Amendments
Except as expressly amended, modified and supplemented hereby, the provisions of the Credit and Guarantee Agreement are and shall remain in full force and effect.
ARTICLE 6
CONDITIONS PRECEDENT
6.1   Conditions to Effectiveness
The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
  (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.
ARTICLE 7
ADDITIONAL LENDERS
7.1   Additional Lenders
Each of Royal Bank of Scotland PLC, CIBC Inc., Canadian Imperial Bank of Commerce, Westpac Banking Corporation, Fortis Capital Corp. and Fortis Capital (Canada) Ltd. (each, an “Additional Lender”) has agreed to become a party to the Credit and Guarantee Agreement, pursuant to and as amended by this Amendment, as a Lender, effective as of the date of this Amendment. Each Additional Lender: (a) represents and warrants that it is legally authorized to enter into the Credit and Guarantee Agreement as amended by this Amendment; (b) confirms that it has received a copy of the Credit and Guarantee Agreement, together with copies of the


 

- 10 -

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 become a party to the Credit and Guarantee Agreement as amended by this Amendment; (c) agrees that it will, independently and without reliance upon 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 and Guarantee Agreement as amended by this Amendment 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 and Guarantee Agreement as amended by this Amendment 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 and Guarantee Agreement as amended by this Amendment and will perform in accordance with its terms all the obligations which by the terms of the Credit and Guarantee Agreement as amended by this Amendment 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 5.11(b) of the Credit and Guarantee Agreement.
Royal Bank of Scotland PLC hereby represents and warrants to the Administrative Agent that it will lend to a Canadian Borrower through an Unpaired Non-Canadian Foreign Lender and will lend to a U.S. Borrower through a U.S. 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.
CIBC Inc. hereby represents and warrants to the Administrative Agent that it will lend to a U.S. Borrower through a U.S. 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 such Lender.
Canadian Imperial Bank of Commerce hereby represents and warrants to the Administrative Agent that it will lend to a Canadian Borrower through a Canadian 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 such Lender.
Westpac Banking Corporation hereby represents and warrants to the Administrative Agent that it will lend to a Canadian Borrower through an Unpaired Non-Canadian Foreign Lender and will lend to a U.S. Borrower through a U.S. 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.
Fortis Capital Corp. hereby represents and warrants to the Administrative Agent that it will lend to a U.S. Borrower through a U.S. 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 such Lender.
Fortis Capital (Canada) Ltd. hereby represents and warrants to the Administrative Agent that it will lend to a Canadian Borrower through a Canadian 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 such Lender.


 

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ARTICLE 8
GOVERNING LAW
8.1   Governing Law
This Amendment shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
ARTICLE 9
MISCELLANEOUS PROVISIONS
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.


 

 

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed and delivered by the proper duly authorized officers as of the date and year first above written.
         
  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
 
Name: M. Izaki
   
 
      Title: Executive Vice President    
 
           
 
  By:   /s/ J. Clements
 
Name: J. Clements
   
 
      Title: AVP Senior Credit Analyst    
 
           
    THE BANK OF TOKYO — MITSUBISHI
   
    UFJ, LTD., New York Branch    
 
           
 
  By:   /s/ Christian A. Glodeno
 
Name: Christian A. Glodeno
   
 
      Title: Authorized Signatory    
 
           
 
  By:        
 
     
 
Name:
   
 
      Title:    

 



 

             
    BNP PARIBAS (CANADA)    
 
           
 
  By:   /s/ Allan Fordyee
 
Name: Allan Fordyee
   
 
      Title: Director    
 
           
 
  By:   /s/ Michael Gosselin
 
Name: Michael Gosselin
   
 
      Title: Managing Director    
 
           
    BNP PARIBAS,    
    Acting Through Its Houston Agency    
 
           
 
  By:   /s/ Larry Robinson
 
Name: Larry Robinson
   
 
      Title: Director    
 
           
 
  By:   /s/ Polly Schott
 
Name: Polly Schott
   
 
      Title: Vice President    

 



 

             
    CREDIT SUISSE, TORONTO BRANCH    
 
           
 
  By:   /s/ Bruce F. Wetherly
 
Name: Bruce F. Wetherly
   
 
      Title: Director, CREDIT SUISSE, TORONTO BRANCH    
 
           
 
  By:   /s/ Steve W. Fuh
 
Name: Steve W. Fuh
   
 
      Title: Vice President    
 
           
    CREDIT SUISSE,    
    CAYMAN ISLANDS BRANCH    
 
           
 
  By:   /s/ Cassandra Droogan
 
Name: CASSANDRA DROOGAN
   
 
      Title: VICE PRESIDENT    
 
           
 
  By:   /s/ Denise L. Alvarez
 
Name: DENISE L. ALVAREZ
   
 
      Title: ASSOCIATE    

 



 

             
    BANK OF AMERICA, N.A., Canada Branch    
 
           
 
  By:   /s/ Nelson Lam
 
Name: Nelson Lam
   
 
      Title: Vice President    
 
           
    BANK OF AMERICA, N.A.    
 
           
 
  By:   /s/ Jeffrey A. Armitage
 
Name: Jeffrey A. Armitage
   
 
      Title: Senior Vice President    

 



 

             
    BARCLAYS BANK PLC    
 
           
 
  By:   /s/ David Barton
 
Name: David Barton
   
 
      Title: Associate Director    

 



 

             
    THE ROYAL BANK OF SCOTLAND PLC    
 
           
 
  By:   /s/ David Ellis
 
Name: DAVID ELLIS
   
 
      Title: ASSOCIATE DIRECTOR    
 
           
 
  By:        
 
     
 
Name:
   
 
      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   

 



 

EXHIBIT A
SCHEDULE 1.1 TO
CREDIT AGREEMENT
COMMITMENTS AND ADDRESSES OF LENDERS
     
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
   
   
Fax: (201) 593-2313 and (212) 593-2213
   
 
   
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
   
452 Fifth Avenue, Tower 9
New York, NY 10018
   
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
   

 



 

EXHIBIT B
SCHEDULE 6.1 TO
CREDIT AGREEMENT
GUARANTEE OBLIGATIONS
None

 



 

EXHIBIT C
SCHEDULE 6.6 TO
CREDIT AGREEMENT
LITIGATION
Wagner Complaint
On June 12, 2003, a complaint was filed against Barrick and several of its current or former officers in the U.S. District Court for the Southern District of New York. The complaint is on behalf of Barrick shareholders who purchased Barrick shares between February 14, 2002 and September 26, 2002. It alleges that Barrick and the individual defendants violated U.S. securities laws by making false and misleading statements concerning Barrick’s projected operating results and earnings in 2002. The complaint seeks an unspecified amount of damages. Other parties on behalf of the same proposed class of Barrick shareholders filed several other complaints, making the same basic allegations against the same defendants. In September 2003, the cases were consolidated into a single action in the Southern District of New York. The Plaintiffs filed a Consolidated and/or Amended Complaint on November 5, 2003. On January 14, 2004, Barrick filed a motion to dismiss the complaint. On September 29, 2004, the Court issued an order granting in part and denying in part Barrick’s motion to dismiss the action. The Court granted the plaintiffs leave to file a Second Amended Complaint, which was filed on October 20, 2004. The Plaintiffs filed a Third Amended Complaint on January 6, 2005. On May 23, 2005, Barrick filed a motion to dismiss part of the Third Amended Complaint. On January 31, 2006, the Court issued an order granting in part and denying in part Barrick’s motion to dismiss. On March 10, 2006, Barrick moved for reconsideration of a portion of the Court’s January 31, 2006 Order. On April 3, 2006, plaintiffs moved for reconsideration of a portion of the Court’s January 31, 2006 Order. We intend to defend the action vigorously. No amounts have been accrued for any potential loss under this complaint.
Wilcox Complaint
On September 8, 2004, two of our U.S. subsidiaries, Homestake Mining Company of California (“Homestake California”) and Homestake Mining Company (“Homestake”) were served with a First Amended Complaint by persons alleging to be current or former residents of a rural area near the former Grants Uranium Mill. The Complaint, which was filed in the U.S. District Court for the District of New Mexico, named Homestake and Homestake California, along with an unspecified number of unidentified defendants, as defendants. The plaintiffs allege that they have suffered a variety of physical, emotional and financial injuries as a result of exposure to radioactive and other hazardous substances. The Complaint seeks an unspecified amount of damages. On November 25, 2005, the Court issued an order granting in part and denying in part a motion to dismiss the claim. The Court granted the motion and dismissed plaintiffs’ claims based on strict and absolute liability and ruled that plaintiffs’ state law claims are pre-empted by the Price-Anderson Act. Plaintiffs filed a Third Amended Complaint on April 10, 2006, which increased the number of plaintiffs from 26 to 28 and omitted the claims previously dismissed by the Court, but otherwise did not materially alter the claims asserted. An Initial Scheduling Order

 



 

- 2 -
has been issued by the Court. We intend to defend the action vigorously. No amounts have been accrued for any potential loss under this complaint.
Cowal Project
Opponents of Barrick’s Cowal project continue to pursue various claims, legal proceedings and complaints against the project and the Company’s compliance with its permits and licenses. Such actions have the potential to affect the timing of the mine construction schedule. Barrick has and will continue to vigorously defend such actions. No amounts have been accrued for any potential loss under this complaint.
Placer Dome Litigation and Claims
Through the acquisition of Placer Dome we inherited certain pre-existing litigation and claims that are described in this note. We are presently assessing these pre-acquisition contingencies and we expect that the preliminary assessments at March 31, 2006 will be finalized later in 2006. Consequently, it is possible that our final assessment of these matters, including the required amounts of recorded liabilities and related disclosures may differ from the preliminary positions.
Golden Sunlight Mine
Placer Dome’s subsidiary, Golden Sunlight Mines, Inc. is presently a co-defendant with the Montana Department of Environmental Quality (“DEQ”) in a lawsuit filed in the Montana District Court by five environmental groups against the Record of Decision that was issued by the DEQ on June 29, 1998. The lawsuit alleges that the permit approving the pit expansion violates certain Montana regulations and the Montana Constitution because it did not include certain reclamation requirements, primarily the partial backfilling of the open pit, the cost of which has been estimated at approximately $55 million. The matter remains pending before the courts in Montana. No accruals have been made for the potential cost of the partial back-fill option.
Marcopper Mine Complaint
Placer Dome and Marcopper Mining Corporation (“Marcopper”) are named as defendants (the “Defendants”) in two complaints detailed below (the “Complaints”) filed in the Regional Trial Court (the “Court”), Fourth Judicial Region, Boac, Marinduque, Philippines respecting the alleged damages arising from the mining operations of the Marcopper mine. The Marcopper mine is located on the island province of Marinduque, 165 kilometers southeast of Manila in the Philippines. Since the commissioning of the Marcopper mine in 1969, the mine has been owned and operated by Marcopper. The Marcopper mine ceased mining operations in 1996. Placer Dome indirectly owned a minority shareholding in Marcopper until it divested all of its interests in Marcopper in 1997.
In April 2001, a complaint was filed in the Court (the “Mogpog Complaint”) by Rita Natal and 60 other individuals (the “Mogpog Plaintiffs”) against the Defendants. The claim made against the Defendants is for recovery of damages in the total amount of P41,193,267 (approximately US$750,000) arising from alleged tortious acts and omissions by the Defendants that contributed to the siltation and flooding of the Mogpog River in Marinduque, Philippines. The Mogpog Plaintiffs also seek an order for the closure and removal of the Marcopper Mine dumps and an

 



 

- 3 -
order compelling the complete rehabilitation and restoration of the Mogpog River to its natural state. In July 2004, the Court dismissed the case on its own motion on grounds that the Mogpog Plaintiffs had not complied with the Court’s prior orders with respect to service of the Mogpog Complaint and had not diligently prosecuted the case. In August 2004, the Plaintiffs filed a motion for reconsideration of the dismissal order. By order issued November 22, 2004, the Court granted the motion for reconsideration reinstating the claims against Marcopper only and dismissing the motion against Placer Dome. Subject to appeal, the case stands dismissed against Placer Dome. No appeal has been commenced by the Mogpog Plaintiffs. To date, the Court has not affected service of the Mogpog Complaint on Placer Dome. Based on evaluations of the Mogpog Complaint and the applicable law, management believes that Placer Dome should not be liable for damages or held responsible for other claims.
In July 2004, a complaint was filed in the Court (the “Calancan Bay Complaint”) framed as a proposed class action against the Defendants for alleged total damages of P49.192 billion (approximately US$900 million) relating to the deposit of tailings from the Marcopper Mine into Calancan Bay (located off the northern part of Marinduque). The class of plaintiffs (the “Calancan Bay Plaintiffs”) are fishermen who are residents of barangays (communities) that surround Calancan Bay. The Calancan Bay Plaintiffs also claim to be suing on behalf of future generations of unborn Calancan Bay residents. Among other matters, the Calancan Bay Complaint alleges that the Defendants’ decision to deposit mine tailing into Calancan Bay over a 16 year period has resulted in serious health problems and a general loss of livelihood. To date, the Court has not affected service of the Calancan Bay Complaint on Placer Dome. Management believes based on the applicable law, that the case is not suitable for determination as a class action, that the damages alleged are significantly overstated and that, in any event, Placer Dome should not be liable for such damages. If the Calancan Bay Complaint proceeds, the company intends to vigorously defend against all claims made. No amounts have been accrued for any potential loss under either the Mogpog Complaint or the Calancan Bay Complaint in the preliminary purchase price allocation.
Marinduque Complaint
Placer Dome, has been named the sole defendant in a Complaint filed on October 4, 2005, by the Provincial Government of Marinduque, an island province of the Philippines (“Province”), with the District Court in Clark County, Nevada. The action was removed to the Nevada Federal District Court on motion of Placer Dome. The Province seeks “to recover damages for injuries to the natural, ecological and wildlife resources within its territory”, but “does not seek to recover damages for individual injuries sustained by its citizens either to their persons or their property”. In addition to damages for injury to natural resources, the Province seeks compensation for the costs of restoring the environment, an order directing Placer Dome to undertake and complete “the remediation, environmental cleanup, and balancing of the ecology of the affected areas,” and payment of the costs of environmental monitoring. The Complaint addresses the discharge of mine tailings into Calancan Bay, the 1993 Maguila-guila dam breach, the 1996 Boac river tailings spil, and alleged past and continuing damage from acid rock drainage. The Complaint asserts that Placer Dome is responsible for alleged environmental degradation with consequent economic damages and impacts to the environment in the vicinity of the Marcopper mine that was owned and operated by Marcopper Mining Corporation (“Marcopper”). Placer Dome indirectly owned a minority shareholding of 39.9% in Marcopper until the divestiture of its shareholding in 1997.

 



 

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At the time of the amalgamation of Placer Dome and Barrick Gold Corporation, a variety of motions were pending before the District Court, including motions to dismiss the action for lack of personal jurisdiction and for forum non conveniens (improper choice of forum). However, on June 29, 2006, the Province filed a Motion to join Barrick Gold Corporation as an additional named Defendant and for leave to file a Third Amended Complaint. The company has until August 16, 2006 to respond to these new motions from the Province. We will challenge the claims of the Province on various grounds and otherwise vigorously defend the action. No amounts have been accrued for any potential loss under the complaint in the preliminary purchase price allocation.
Lawyers Environmental Action Team (“LEAT”) Complaint
On July 29th, 2003, LEAT filed a complaint (the “Complaint”) with the Tanzanian Commission for Human Rights and Good Governance (“the Commission”) in its own capacity as well as allegedly on behalf of some 1,260 former small-scale miners, peasant farmers and land owners (collectively, the “Complainants”) against Placer Dome and a number of high-ranking Tanzanian government officials and former officials (collectively, the “Respondents”). The Complaint is founded on alleged human and constitutional rights violations by the Respondents arising from the allegedly forced eviction of the Complainants from the North Mara mine site property (the “Property”).
Several types of relief are being sought by the Complainants from the Commission, including a request to convene a public hearing in order to obtain fair and reasonable compensation of approximately $51 million (primarily relating to alleged property damages of the Complainants as a result of their eviction from the Property), and an order requiring the Tanzanian Minister of Energy and Minerals to suspend or cancel any mineral rights granted to Placer Dome and to “afresh” the Agreement between Placer Dome and the Tanzanian Government concerning the payment of royalties, taxes and other charges (with a view to increasing such amounts to be paid). The Commission has convened a hearing on certain preliminary issues respecting the Complaint. Management believes, on balance, that the Complaint will not be successful and, in particular, that it will not adversely impact Placer Dome’s title to its mining concessions. No amounts have been accrued for any potential loss under the complaint in the preliminary purchase price allocation.
Porgera Complaint
In early 2006, a summons was served on, among others, certain of the participants in the Porgera mine joint venture, including Placer Dome (PNG) Limited (which holds a 50% interest in, and is manager of, the joint venture), and various governmental entities in a lawsuit (the “Complaint”) brought in the courts of Papua New Guinea by a number of individuals. The Complaint, which was filed ostensibly as a class action, alleges that the Porgera mine joint venture has been improperly discharging wastes and other contaminants into the Porgera River and adjacent areas, causing damage to human health and the environment. The damages sought are unspecified. This matter is at a very preliminary stage and there are a number of fundamental deficiencies and irregularities in the Writ of Summons and the Statement of Claim. Should the matter proceed, it is anticipated that the defendants will challenge the Complaint and otherwise vigorously defend the action. No amounts have been accrued for any potential loss under the complaint in the preliminary purchase price allocation.

 



 

EXHIBIT D
SCHEDULE 8.8 TO
CREDIT AGREEMENT
SIGNIFICANT SUBSIDIARIES
     
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

 



 

EXHIBIT E
SCHEDULE 9.2 TO
CREDIT AGREEMENT
EXISTING LIENS
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.

 



 

EXHIBIT F
SCHEDULE 9.7 TO
CREDIT AGREEMENT
EXISTING INDEBTEDNESS
None

 



 

EXHIBIT G
EXHIBIT E
TO CREDIT AGREEMENT
[FORM OF ASSIGNMENT AND ACCEPTANCE]
ASSIGNMENT AND ACCEPTANCE
          Reference is made to the Credit and Guarantee Agreement, dated as of April 29, 2002 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Barrick Gold Corporation (“Barrick”), each Subsidiary Borrower party thereto, the Lenders named therein, Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Citibank Canada, as Syndication Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
          The Assignor(s) identified on Schedule I hereto (the “Assignor”) and the Assignee(s) identified on Schedule I hereto (the “Assignee”) agree as follows:
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

 



 

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    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.

 



 

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule I hereto.

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-T’ Filing    Date    Other Filings
4/28/116-K
4/28/10
8/16/06SC 13G,  SC 14D9/A
8/14/066-K,  SC 14D9
Filed on:8/4/066-K
8/1/066-K
6/29/06NT 11-K
6/22/06
4/10/06SC 13G
4/3/06
3/31/0640-F,  6-K
3/10/06
1/31/06
12/31/0511-K,  40-F,  6-K,  NT 11-K
11/25/05425,  SC TO-T/A
10/4/05
7/27/053
5/23/056-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
2/14/02SC 13G/A
12/31/0111-K
6/29/98
 List all Filings 
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