THIRD AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT

Exhibit (b)(4)

THIRD AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT

This Amending Agreement made as of August 1, 2006.

BETWEEN:

XXXXXXX GOLD CORPORATION, as Borrower

(the “Borrower”)

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XXXXXXX GOLD CORPORATION, as Guarantor

(the “Guarantor”)

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ROYAL BANK OF CANADA, as Administrative Agent

(the “Administrative Agent”)

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RBC CAPITAL MARKETS, as Lead Arranger

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CITIGROUP GLOBAL MARKETS INC., as Syndication Agent and Lead Arranger

(the “Syndication Agent”)

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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;

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     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	%

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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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“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”.

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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 “X.X. Xxxxxx Bank Canada and Deutsche Bank Canada” with the words “and X.X. Xxxxxx 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:

“Xxxxxxx Gold Corporation
BCE Place
TD Canada Trust Tower
Suite 3700
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X0X0
Xxxxxx

Attention:   Vice President, Capital and Corporate Finance
Fax:            (000) 000-0000”.

	(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.

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

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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.

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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 Xxxx Xxxxxxxx & Xxxxxxxx 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 Xxxxxxx’x 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

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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.

	XXXXXXX GOLD CORPORATION, as a Borrower
	By:	/s/ Xxxxx Xx-Xxxxxx
		Name:	Xxxxx Xx-Xxxxxx
		Title:	Senior Vice President, Finance
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	VP, Assistant General Counsel and Secretary
	XXXXXXX GOLD CORPORATION, as a Guarantor
	By:	/s/ Xxxxx Xx-Xxxxxx
		Name:	Xxxxx Xx-Xxxxxx
		Title:	Senior Vice President, Finance
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	VP, Assistant General Counsel and Secretary
	ROYAL BANK OF CANADA, as Administrative Agent
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Manager, Agency
	By:
		Name:
		Title:

	CITIGROUP GLOBAL MARKETS INC., as Syndication Agent
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		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/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Attorney-in-Fact

	CITIBANK, N.A., Canadian branch
	By:	/s/ Xxxxxxxx Xxxxx
		Name:	Xxxxxxxx Xxxxx
		Title:	Authorized Signer
	By:
		Name:
		Title:
	CITIBANK, N.A.
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Vice President
	By:
		Name:
		Title:

	DEUTSCHE BANK AG, CANADA BRANCH
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Vice President
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Managing Director & Principal Officer
	DEUTSCHE BANK AG, NEW YORK BRANCH
	By:	/s/ Xxxxxx Xxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Vice President
	By:
		Name:
		Title:
	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxx XxXxxxxx
		Name:	Xxxx XxXxxxxx
		Title:	Vice President
	By:
		Name:
		Title:

	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	DIRECTOR
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Associate

	BANK OF MONTREAL (Toronto Lending Office)
	By:	/s/ X. Xxxxxx
		Name:	X. Xxxxxx
		Title:	DIRECTOR
	BANK OF MONTREAL (Chicago Lending Office)
	By:	/s/ X. Xxxxxx
		Name:	X. Xxxxxx
		Title:	DIRECTOR

	HSBC BANK USA, NATIONAL ASSOCIATION (TORONTO BRANCH)
	By:	/s/ Xxxxxxxx Xxxx
		Name:	XXXXXXXX XXXX
		Title:	AUTHORIZED SIGNATORY
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	XXXX XXXXXXXXX
		Title:	AUTHORIZED SIGNATORY
	HSBC BANK USA, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxx Xxxx
		Name:	XXXXXXX XXXX
		Title:	VP
	By:	/s/ X. X. Xxxxxxxx
		Name:	X. X. Xxxxxxxx
		Title:	SVP

	UBS AG CANADA BRANCH
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Director
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Executive Director
	UBS LOAN FINANCE LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Director Banking Products Services, US
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Associate Director Banking Products Services, US

	XXXXXX XXXXXXX SENIOR FUNDING, INC.
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Vice President
	By:
		Name:
		Title:
	XXXXXX XXXXXXX SENIOR FUNDING (NOVA SCOTIA) CO.
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Vice President
	By:
		Name:
		Title:

	SOCIÉTÉ GÉNÉRALE (CANADA)
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	DIRECTOR
	By:	/s/ Xxxx Prinavesi
		Name:	Xxxx Prinavesi
		Title:	VICE PRESIDENT
	SOCIÉTÉ GÉNÉRALE
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	DIRECTOR
	By:
		Name:
		Title:

		BANK OF TOKYO — MITSUBISHI UFJ,
		(CANADA)
		By:		/s/ M. Izaki Name: M. Izaki
				Title: Executive Vice President
		By:		/s/ X. Xxxxxxxx Name: X. Xxxxxxxx
				Title: AVP Senior Credit Analyst
		THE BANK OF TOKYO — MITSUBISHI
		UFJ, LTD., New York Branch
		By:		/s/ Xxxxxxxxx X. Glodeno Name: Xxxxxxxxx X. Glodeno
				Title: Authorized Signatory
		By:
				Name:
				Title:

		BNP PARIBAS (CANADA)
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
				Title: Director
		By:		/s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
				Title: Managing Director
		BNP PARIBAS,
		Acting Through Its Houston Agency
		By:		/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx
				Title: Director
		By:		/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
				Title: Vice President

		CREDIT SUISSE, TORONTO BRANCH
		By:		/s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
				Title: Director, CREDIT SUISSE, TORONTO BRANCH
		By:		/s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx
				Title: Vice President
		CREDIT SUISSE,
		CAYMAN ISLANDS BRANCH
		By:		/s/ Xxxxxxxxx Xxxxxxx Name: XXXXXXXXX XXXXXXX
				Title: VICE PRESIDENT
		By:		/s/ Xxxxxx X. Xxxxxxx Name: XXXXXX X. XXXXXXX
				Title: ASSOCIATE

		BANK OF AMERICA, N.A., Canada Branch
		By:		/s/ Xxxxxx Xxx Name: Xxxxxx Xxx
				Title: Vice President
		BANK OF AMERICA, N.A.
		By:		/s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
				Title: Senior Vice President

		BARCLAYS BANK PLC
		By:		/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
				Title: Associate Director

		THE ROYAL BANK OF SCOTLAND PLC
		By:		/s/ Xxxxx Xxxxx Name: XXXXX XXXXX
				Title: ASSOCIATE DIRECTOR
		By:
				Name:
				Title:

	CANADIAN IMPERIAL BANK OF COMMERCE
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Director
	By:	/s/ Xxxxx Curtls
		Name:	Xxxxx 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/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxx
		Title:	Executive Director
	CIBC World Markets Corp., as Agent

	FORTIS CAPITAL (CANADA) LTD.
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxxx Xxxxxx
		Name:	Xxxxxxxxx Xxxxxx
		Title:	Vice President
	FORTIS CAPITAL CORP.
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxxx
		Title:	Vice President

	WESTPAC BANKING CORPORATION
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		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
000 Xxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: (000) 000-0000		US$150,000,000
New York Lending Office:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX, XXX 00000
Fax: (000) 000-0000
Toronto Lending Office:
Royal Bank of Canada
Global Banking Service Centre
00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: (000) 000-0000		US$150,000,000
New York Lending Office:
Royal Bank of Canada
New York Branch
Xxx Xxxxxxx Xxxxx, 0xx Xxxxx
000 Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000

Name and Address of Lender		Amount of Commitment
Toronto Lending Office:
Deutsche Bank AG, Canada Branch
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: (000) 000-0000
New York Lending Office:		US$105,000,000
Deutsche Bank AG,
New York Branch and/or Cayman Islands Branch
Services New Jersey, Inc.
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Fax: (000) 000-0000 and (000) 000-0000
Toronto Lending Office:
JPMorgan Chase Bank, N A., Toronto Branch
c/o X.X. Xxxxxx Bank Canada
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: 000-000-0000		US$105,000,000
New York Lending Office:
JPMorgan Chase Bank, N.A.
Loan & Agency Services
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Fax: 000-000-0000
Toronto Lending Office:
The Bank of Nova Scotia
Scotia Plaza
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: (000) 000-0000		US$105,000,000
New York Lending Office:
The Bank of Nova Scotia Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx, XX, XXX 00000
Fax: (000) 000-0000

Name and Address of Lender		Amount of Commitment
Toronto Lending Office:
Bank of Montreal
Investment & Corporate Banking
0 Xxxxx Xxxxxxxx Xxxxx, Xxxxxx xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: 000-000-0000		US$105,000,000
New York Lending Office:
Bank of Montreal
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX, XXX 00000
Fax: (000) 000-0000
Toronto Lending Office:
HSBC Bank USA National Association (Toronto Branch)
00 Xxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: (000) 000-0000
New York Lending Office:
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx, Xxxxx 0 Xxx Xxxx, XX 00000
Fax: (000) 000-0000		US$105,000,000
Toronto Lending Office:
UBS AG Canada Branch
000 Xxx Xxxxxx Xxxxx 0000, XXX Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: 000 000-0000		US$75,000,000
New York Lending Office:
UBS Loan Finance LLC
000 Xxxxxxxxxx Xxxx., 0xx Xxxxx
Xxxxxxxx, XX, XXX 00000
Fax: (000) 000-0000

Name and Address of Lender		Amount of Commitment
Toronto Lending Office:
Xxxxxx Xxxxxxx Senior Funding (Nova Scotia) Co.
Suite 900, 0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Fax: (000) 000-0000
Xxxxxx Xxxxxxx Senior Funding (Nova Scotia) Co. is hereby identified as an Other Eligible Canadian Lender		US$75,000,000
New York Lending Office:
Xxxxxx Xxxxxxx Senior Funding, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX, XXX 00000
Fax: (000) 000-0000
Toronto Lending Office:
Société Générale (Canada)
1501 XxXxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, XX, Xxxxxx X0X 0X0
Fax: (000) 000-0000		US$75,000,000
New York Lending Office:
Société Générale
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX, XXX 00000
Fax: (000) 000-0000
Toronto Lending Office:
Bank of Tokyo — Mitsubishi UFJ (Canada)
000 Xxx Xxxxxx, Xxxxx Bank Plaza
South Tower, Suite 1700
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: (000) 000-0000		US$75,000,000
New York Lending Office:
The Bank of Tokyo — Mitsubishi UFJ, Ltd.,
New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000

Name and Address of Lender		Amount of Commitment
Toronto Lending Office:
BNP Paribas (Canada)
00 Xxxx Xxxxxx Xxxx
Xxxxx 0000
X.X. Xxx 00
T.D. Centre
Xxxxxxx, XX X0X 0X0
Fax: (000) 000-0000		US$75,000,000
New York Lending Office:
BNP Paribas
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX, XXX 00000
Fax: (000) 000-0000
Toronto Lending Office:
Credit Suisse, Toronto Branch
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Fax: (000) 000-0000		US$50,000,000
New York Lending Office:
Credit Suisse, Cayman Islands Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Toronto Lending Office:
Bank of America, N.A., Canada Branch
000 Xxxxx Xx. Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: (000) 000-0000		US$50,000,000
New York Lending Office:
Bank of America N.A.
Building B 0000 Xxxxxxx Xx
Xxxxxxx, XX, XXX 00000-0000
Fax: (000) 000-0000

Name and Address of Lender		Amount of Commitment
Offshore Lending Office:
Barclays Bank PLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX, XXX
Fax: (000) 000-0000		US$50,000,000
New York Lending Office:
Barclays Bank PLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX, XXX
Fax: (000) 000-0000
Offshore Lending Office:
The Royal Bank of Scotland PLC
8th Floor
000 Xxxxxxxxxxx
Xxxxxx
XX0X 0XX
Fax: 00 (0) 000 000 0000		US$50,000,000
New York Lending Office:
The Royal Bank of Scotland PLC
000 Xxxx Xxxxxx,
XX 00000
Fax: (000) 000-0000
Toronto Lending Office:
Canadian Imperial Bank of Commerce
000 Xxx Xxxxxx
0xx Xxxxx
Xxxxxxx, XX X0X 0X0
Fax: (000) 000-0000		US$50,000,000
New York Lending Office:
CIBC Inc.
CIBC World Markets Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000-000-0000

Name and Address of Lender		Amount of Commitment
Toronto Lending Office:
Fortis Capital (Canada) Ltd.
000 0xx Xxxxxx X.X., Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: (000) 000-0000
Fortis Capital (Canada) Ltd. is hereby identified as an Other Eligible Canadian Lender		US$25,000,000
New York Lending Office:
Fortis Capital Corp.
000 Xxxxxxx Xxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Offshore Lending Office:
Westpac Banking Corporation
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000		US$25,000,000
New York Lending Office:
Westpac Banking Corporation
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000

EXHIBIT B

SCHEDULE 6.1 TO
CREDIT AGREEMENT

GUARANTEE OBLIGATIONS

None

EXHIBIT C

SCHEDULE 6.6 TO
CREDIT AGREEMENT

LITIGATION

Xxxxxx 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 Xxxxxxx’x 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 Xxxxxxx’x 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 Xxxxxxx’x 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.

Xxxxxx 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 Xxxxx-Xxxxxxxx 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

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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 Xxxxxxx’x 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, 000 xxxxxxxxxx xxxxxxxxx xx Xxxxxx 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 Xxxx Xxxxx 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

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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 Xxxxx 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 Xxxxxxx 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 Xxxxxxx 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
Xxxxxxx 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 Xxxxxxx 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

- 2 -

		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.