EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated as of June 1, 2011 between Barrick Gold Corporation Barrick North America Finance LLC and Morgan Stanley & Co. LLC RBC Capital Markets, LLC Citigroup Global Markets Inc. as Representatives of the...Exchange and Registration Rights Agreement • June 27th, 2011 • Barrick North America Finance LLC • Asset-backed securities • New York
This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of June 1, 2011, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company”), and Barrick North America Finance LLC, a Delaware limited liability company (“BNAF” and, together with the Company, the “Issuers”), on the one hand, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, (i) the Company’s 1.75% Notes due 2014 (the “2014 Notes”) and 2.90% Notes due 2016 (the “2016 Notes”) and (ii) BNAF’s 4.40% Notes due 2021 (the “2021 Notes”) and 5.70% Notes due 2041 (the “2041 Notes” and together
Form of Note]Barrick North America Finance LLC • June 27th, 2011 • Asset-backed securities
This Security is a global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of DTC or a nominee of DTC. This Security is exchangeable for Securities registered in the name of a Person other than DTC or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor Depositary or nominee of such successor Depositary) may be registered except in limited circumstances.
PURCHASE AGREEMENTPurchase Agreement • June 27th, 2011 • Barrick North America Finance LLC • Asset-backed securities
The Securities will be offered without being registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act, and in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”).
ContractAgreement • June 27th, 2011 • Barrick North America Finance LLC • Asset-backed securities • Delaware
AGREEMENT OF LIMITED LIABILITY COMPANY OF BARRICK NORTH AMERICA FINANCE LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned member (the “Undersigned Member”) hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seg. (the “Act”), and hereby declares the following to be the Limited Liability Company Agreement of such limited liability company: 1. Name. The name of the limited liability company formed hereby (the “LLC”) is Barrick North America Finance LLC. 2. Purpose and Powers . The LLC is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the LLC is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. 3. Registered Office. The registered office of the LLC in the State of Delaware is clo The Corporation Trust Com
