EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2013 between Barrick Gold Corporation Barrick North America Finance LLC and Citigroup Global Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC as Representatives of the several...Exchange and Registration Rights Agreement • August 6th, 2013 • Barrick North America Finance LLC • Gold and silver ores • New York
This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of May 2, 2013, 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 Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, 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, the Company’s 2.500% Notes due 2018 (the “2018 Notes”), the Company’s 4.100% Notes due 2023 (the “2023 Notes”, and together with the 2018 Notes, the “Company Notes”) and BNAF’s 5.750% Notes due 2043 (the “BNAF Notes
Form of Note]Note • August 6th, 2013 • Barrick North America Finance LLC • Gold and silver ores
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.
