AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT This Amending Agreement made as of July 27, 2005. BETWEEN: BARRICK GOLD CORPORATION, as Borrower
AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT
This Amending Agreement made as of July 27, 2005.
BETWEEN:
XXXXXXX GOLD CORPORATION, as Borrower
(the "Borrower")
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XXXXXXX 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 -
CITIBANK CANADA, as Syndication Agent and Lead Arranger
(the "Syndication Agent")
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THE LENDERS PARTY HERETO
(the "Lenders")
WHEREAS the parties hereto entered into a credit and guarantee
agreement dated as of April 29, 2002 as amended by an amending agreement dated
as of May 2, 2003 (such agreement as so amended, the "Credit and Guarantee
Agreement");
AND WHEREAS the parties hereto wish to amend the Credit and Guarantee
Agreement in the manner set forth below;
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NOW THEREFORE THIS AGREEMENT WITNESSETH 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 following capitalized terms shall have the following meanings:
"AMENDMENT" means this amendment to the Credit and Guarantee Agreement.
ARTICLE 2
AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT
2.1 AMENDMENT TO SECTION 1.1
The definition of "Termination Date" in Section 1.1 of the Credit and Guarantee
Agreement is hereby amended by replacing the words "April 28, 2007" in such
definition with the words "April 28, 2010".
2.2 AMENDMENT TO SECTION 5.3
Subsection 5.3(a) is hereby deleted in its entirety and replaced with the
following:
"Barrick may, by written request (an "Extension Request") to the Administrative
Agent, substantially in the form of Exhibit G, delivered at any time during the
period between 90 and 60 days preceding each of the anniversaries of the Closing
Date, request that the Lenders extend the Termination Date then in effect by one
year."
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 and all other
documents to which it is a party shall continue in full force and effect
notwithstanding the terms of this Amendment.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES
Each Loan Party that is a party hereto 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. 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. This Amendment has been duly executed and
delivered on behalf of each Loan Party hereto. This Amendment constitutes a
legal, valid and binding obligation of each Loan Party enforceable against each
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.
ARTICLE 5
OTHER AMENDMENTS
5.1 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
GOVERNING LAW
6.1 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 7
MISCELLANEOUS PROVISIONS
7.1 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.
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(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.
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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.
XXXXXXX GOLD CORPORATION,
as a Borrower
By: /s/ Xxxxxxx Gold Corporation
-------------------------------------
Name:
Title:
XXXXXXX GOLD CORPORATION, as a
Guarantor
By: /s/ Xxxxxxx Gold Corporation
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA, as Administrative
Agent
By: /s/ Royal Bank of Canada
-------------------------------------
Name:
Title:
By: /s/ Royal Bank of Canada
-------------------------------------
Name:
Title:
CITIBANK CANADA, as Syndication Agent
By: /s/ Citibank Canada
-------------------------------------
Name:
Title:
By: /s/ Citibank Canada
-------------------------------------
Name:
Title:
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THE LENDERS:
ROYAL BANK OF CANADA
By: /s/ Royal Bank of Canada
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA, Acting
Through A New York Branch
By: /s/ Royal Bank of Canada
-------------------------------------
Name:
Title:
CITIBANK, N.A. Canadian branch
By: /s/ Citibank, N.A.
-------------------------------------
Name:
Title:
By: /s/ Citibank, N.A.
-------------------------------------
Name:
Title:
CITIBANK, N.A.
By: /s/ Citibank, N.A.
-------------------------------------
Name:
Title:
By: /s/ Citibank, N.A.
-------------------------------------
Name:
Title:
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DEUTSCHE BANK AG, CANADA BRANCH
By: /s/ Deutsche Bank AG
-------------------------------------
Name:
Title:
By: /s/ Deutsche Bank AG
-------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Deutsche Bank AG
-------------------------------------
Name:
Title:
By: /s/ Deutsche Bank AG
-------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH
By: /s/ JPMorgan Chase Bank, N.A.
-------------------------------------
Name:
Title:
By: /s/ JPMorgan Chase Bank, N.A.
-------------------------------------
Name:
Title:
JPMORGAN CHASE BANK
By: /s/ JPMorgan Chase Bank
-------------------------------------
Name:
Title:
By: /s/ JPMorgan Chase Bank
-------------------------------------
Name:
Title:
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THE BANK OF NOVA SCOTIA
By: /s/ The Bank of Nova Scotia
-------------------------------------
Name:
Title:
By: /s/ The Bank of Nova Scotia
-------------------------------------
Name:
Title:
BANK OF MONTREAL (Toronto Lending
Office)
By: /s/ Bank of Montreal
-------------------------------------
Name:
Title:
By: /s/ Bank of Montreal
-------------------------------------
Name:
Title:
BANK OF MONTREAL (Chicago Lending
Office)
By: /s/ Bank of Montreal
-------------------------------------
Name:
Title:
By: /s/ Bank of Montreal
-------------------------------------
Name:
Title:
BARCLAYS BANK PLC
By: /s/ Barclays Bank PLC
-------------------------------------
Name:
Title:
By: /s/ Barclays Bank PLC
-------------------------------------
Name:
Title:
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BNP PARIBAS (CANADA)
By: /s/ BNP Paribas (Canada)
-------------------------------------
Name:
Title:
By: /s/ BNP Paribas (Canada)
-------------------------------------
Name:
Title:
BNP PARIBAS, Acting Through Its Houston
Agency
By: /s/ BNP Paribas
-------------------------------------
Name:
Title:
By: /s/ BNP Paribas
-------------------------------------
Name:
Title:
CREDIT SUISSE, TORONTO BRANCH
By: /s/ Credit Suisse
-------------------------------------
Name:
Title:
By: /s/ Credit Suisse
-------------------------------------
Name:
Title:
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH
By: /s/ Credit Suisse
-------------------------------------
Name:
Title:
By: /s/ Credit Suisse
-------------------------------------
Name:
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HSBC BANK USA, N.A. (TORONTO
BRANCH)
By: /s/ HSBC Bank USA, N.A.
-------------------------------------
Name:
Title:
By: /s/ HSBC Bank USA, N.A.
-------------------------------------
Name:
Title:
HSBC BANK USA
By: /s/ HSBC Bank USA
-------------------------------------
Name:
Title:
By: /s/ HSBC Bank USA
-------------------------------------
Name:
Title:
UBS AG CANADA BRANCH
By: /s/ UBS AG Canada Branch
-------------------------------------
Name:
Title:
By: /s/ UBS AG Canada Branch
-------------------------------------
Name:
Title:
UBS LOAN FINANCE LLC
By: /s/ UBS Loan Finance LLC
-------------------------------------
Name:
Title:
By: /s/ UBS Loan Finance LLC
-------------------------------------
Name:
Title:
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BANK OF AMERICA, NATIONAL
ASSOCIATION, by its Canada Branch
By: /s/ Bank of America
---------------------------------------
Name:
Title:
By: /s/ Bank of America
---------------------------------------
Name:
Title:
BANK OF AMERICA, NATIONAL
ASSOCIATION
By: /s/ Bank of America
---------------------------------------
Name:
Title:
By: /s/ Bank of America
---------------------------------------
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING,
INC.
By: /s/ Xxxxxx Xxxxxxx Senior Funding, Inc.
---------------------------------------
Name:
Title:
By: /s/ Xxxxxx Xxxxxxx Senior Funding, Inc.
---------------------------------------
Name:
Title:
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XXXXXX XXXXXXX SENIOR FUNDING,
INC. CANADIAN DIVISION
By: /s/ Xxxxxx Xxxxxxx Senior Funding, Inc.
---------------------------------------
Name:
Title:
By: /s/ Xxxxxx Xxxxxxx Senior Funding, Inc.
---------------------------------------
Name:
Title:
SOCIETE GENERALE (CANADA)
By: /s/ Societe Generale
---------------------------------------
Name:
Title:
By: /s/ Societe Generale
---------------------------------------
Name:
Title:
SOCIETE GENERALE
By: /s/ Societe Generale
---------------------------------------
Name:
Title:
By: /s/ Societe Generale
---------------------------------------
Name:
Title:
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BANK OF TOKYO -- MITSUBISHI
(CANADA)
By: /s/ Bank of Tokyo -- Mitsubishi (Canada)
----------------------------------------
Name:
Title:
By: /s/ Bank of Tokyo -- Mitsubishi (Canada)
----------------------------------------
Name:
Title:
THE BANK OF TOKYO -- MITSUBISHI,
LTD., NY Branch
By: /s/ The Bank of Tokyo -- Mitsubishi, Ltd.
-----------------------------------------
Name:
Title:
By:/s/ The Bank of Tokyo -- Mitsubishi, Ltd.
-----------------------------------------
Name:
Title:
