BARRICK GOLD CORP (Form: F-10, Received: 02/16/2017 12:29:44)

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BARRICK GOLD CORPORATION

(Exact name of Registrant as specified in its charter)

Ontario

1040

Not Applicable

(Province or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

ClassificationCode Number)

(I.R.S. Employer

Identification Number)

Brookfield Place, TD Canada Trust Tower, Suite 3700

161 Bay Street, P.O. Box 212

Toronto, Ontario Canada M5J 2S1

(416) 861-9911

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue, New York, NY 10011

(212) 590 9070

(Name, address and telephone number of agent for service in the United States)

Copies to:


Richard Hall Andrew J. Pitts Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York, USA 10019-7475 (212) 474-1000		Melanie Shishler Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, Ontario, Canada M5V 3J7 (416) 863-0900

Approximate date of commencement of proposed sale of the securities to the public:

From time to time after this Registration Statement is declared effective, as determined by market conditions.

Province of Ontario, Canada

(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box):


A. ☐	Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B. ☒	At some future date (check the appropriate box below):
	1. ☐	pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).
	2. ☐	pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
	3. ☐	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4. ☒	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☒

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price Per Unit ⁽¹⁾⁽²⁾	Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾	Amount of Registration Fee ⁽³⁾
Debt Securities
Common Shares
Warrants
Subscription Receipts
Units
Share Purchase Contracts
First Preferred Shares
Second Preferred Shares
Total	US$4,000,000,000	100%	US$4,000,000,000	US$463,600

(1)	There is being registered hereunder an indeterminate number of securities of Barrick Gold Corporation (the “Registrant”) as from time to time may be issued at prices determined at the time of issuance.

(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(3)	The estimated registration fee for the securities has been calculated pursuant to Rule 457(o).

The Registrant hereby amends this Registration Statement on Form F-10 (this “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the U.S. Securities and Exchange Commission (the “Commission”), acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of Barrick at our head and registered office located at Brookfield Place, TD Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario, Canada M5J 2S1 (telephone (416) 861-9911) and are also available electronically at www.sedar.com and www.sec.gov/edgar .

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS


New Issue		February 15, 2017

LOGO

BARRICK GOLD CORPORATION

US$4,000,000,000

COMMON SHARES

FIRST PREFERRED SHARES

SECOND PREFERRED SHARES

DEBT SECURITIES

SUBSCRIPTION RECEIPTS

WARRANTS

SHARE PURCHASE CONTRACTS

UNITS

Barrick Gold Corporation (“ Barrick ”) may from time to time offer and issue the following securities: (i) common shares (“ Common Shares ”); (ii) first preferred shares (“ First Preferred Shares ”) and second preferred shares (“ Second Preferred Shares ”, and together with the First Preferred Shares, “ Preferred Shares ”); (iii) senior and subordinated unsecured debt securities, including convertible debt securities (collectively, “ Debt Securities ”); (iv) subscription receipts (“ Subscription Receipts ”); (v) warrants (“ Warrants ”); (vi) share purchase contracts (“ Share Purchase Contracts ”); and (vii) units comprised of one or more of the other securities described in this prospectus (“ Units ”, and together with the Common Shares, Preferred Shares, Debt Securities, Subscription Receipts, Warrants and Share Purchase Contracts, the “ Securities ”), having an aggregate offering price of up to US$4,000,000,000 (or the equivalent in Canadian dollars or other currencies), during the 25 month period that this short form base shelf prospectus (the “ Prospectus ”), including any amendments hereto, remains valid. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”).

We are permitted, under the multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the United States.

Financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Prospective investors should be aware that the acquisition of Securities may subject you to tax consequences in both the United States and Canada. This Prospectus may not describe these tax consequences fully. You should read the tax discussion contained in any applicable Prospectus Supplement.

Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely because our company exists under the laws of the Province of Ontario, Canada, some of our directors and officers and most of the experts named in this Prospectus are resident outside the United States, and a significant portion of our assets and a significant portion of the assets of those officers, directors and experts are located outside of the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR HAS THE SEC PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No underwriter or dealer has been involved in the preparation of, or has performed any review of, this Prospectus.

The specific variable terms of any offering of Securities will be set out in the applicable Prospectus Supplement including, where applicable: (i) in the case of Common Shares, the number of shares offered and the offering price (or the manner of determination thereof if offered on a non-fixed price basis); (ii) in the case of Preferred Shares, the designation of the particular class, series, liquidation preference amount, the number of shares offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the currency or currency unit for which such shares may be purchased, any voting rights, any rights to receive dividends, any terms of redemption, any conversion or exchange rights and any other specific terms; (iii) in the case of the Debt Securities, the specific designation of the Debt Securities, whether such Debt Securities are senior or subordinated, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions and any other specific terms; (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts for Common Shares, Preferred Shares or Debt Securities, as the case may be, the currency or currency unit in which the Subscription Receipts are issued and any other specific terms; (v) in the case of Warrants, the designation, number and terms of the Common Shares, Preferred Shares or Debt Securities or other Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of those numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; (vi) in the case of Share Purchase Contracts, whether the Share Purchase Contracts obligate the holder thereof to purchase or sell Common Shares or Preferred Shares, as the case may be, the currency in which the Share Purchase Contracts are issued and the nature and amount of each of those Securities and any other specific terms; and (vii) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units, the currency or currency unit in which the Units are issued and any other specific terms. A Prospectus Supplement may include other specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

We may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly subject to obtaining any required exemptive relief or through agents. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, if any, engaged by us in connection with the offering and sale of Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities including, to the extent applicable, the proceeds to us, and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. Securities may be sold from time to time in one or more transactions at a fixed price or fixed prices, or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers at the time of sale, which prices may vary between purchasers and during the period of distribution. If Securities are offered on a non-fixed price basis, the underwriters’, dealers’ or agents’ compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to us. See “Plan of Distribution”.

The outstanding Common Shares are listed on the Toronto Stock Exchange (the “TSX ”) and on the New York Stock Exchange (the “NYSE ”) under the symbol ‘‘ABX’’. There is currently no market through which the Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts and Units may be sold and purchasers may not be able to resell any Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See “Risk Factors” below and the “Risk Factors” section of the applicable Prospectus Supplement.

This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as LIBOR, EURIBOR or a United States federal funds rate.

Subject to applicable laws, in connection with any offering of Securities, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities at levels other than those which may prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution”.

TABLE OF CONTENTS


	Page
NOTICE TO READERS		1
CAUTIONARY STATEMENT ON FORWARD- LOOKING INFORMATION		1
NOTICE REGARDING PRESENTATION OF OUR MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES		2
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES		2
CURRENCY AND EXCHANGE RATE INFORMATION		3
DOCUMENTS INCORPORATED BY REFERENCE		3
WHERE YOU CAN FIND ADDITIONAL INFORMATION		4
PRESENTATION OF FINANCIAL INFORMATION		4
RISK FACTORS		5
BARRICK		6
CONSOLIDATED CAPITALIZATION		6
EARNINGS COVERAGE RATIOS		6


	Page
USE OF PROCEEDS		6
SHARE STRUCTURE		6
DIVIDENDS		6
DESCRIPTION OF SECURITIES OFFERED		7
PRIOR SALES		16
TRADING PRICES AND VOLUMES		16
PLAN OF DISTRIBUTION		17
CERTAIN INCOME TAX CONSIDERATIONS		18
LEGAL MATTERS		18
INTERESTS OF QUALIFIED PERSONS		18
DIRECTORS AND OFFICERS OF BARRICK		18
AUDITORS		18
REGISTRAR AND TRANSFER AGENT		18
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		18

NOTICE TO READERS

This Prospectus provides a general description of the Securities that we may offer. Each time we sell Securities under this Prospectus, we will provide you with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, you should read both this Prospectus and any applicable Prospectus Supplement, together with the additional information described below and in the applicable Prospectus Supplement under “Documents Incorporated by Reference”.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. We have not authorized anyone to provide investors with different or additional information. We are not making an offer of Securities in any jurisdiction where the offer is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of the applicable Prospectus Supplement.

Unless we have indicated otherwise, or the context otherwise requires, references in this Prospectus to “Barrick”, “we”, “us” and “our” refer to Barrick Gold Corporation and/or, as applicable, one or more of its subsidiaries.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Prospectus, including the documents incorporated herein by reference, contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information” or “forward-looking statements”). All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “objective”, “aim”, “intend”, “project”, “goal”, “continue”, “budget”, “estimate”, “potential”, “may”, “will”, “can”, “could” and similar expressions identify forward-looking statements.

In particular, this Prospectus contains forward-looking statements including, without limitation, with respect to: (i) Barrick’s forward-looking production guidance; (ii) estimates of future cost of sales per ounce for gold and per pound for copper, all-in-sustaining costs per ounce/pound, cash costs per ounce and C1 cash costs per pound; (iii) cash flow forecasts; (iv) projected capital, operating and exploration expenditures; (v) targeted debt and cost reductions; (vi) targeted investments by Barrick; (vii) mine life and production rates; (viii) potential mineralization and metal or mineral recoveries; (ix) Barrick’s Best-in-Class program (including potential improvements to financial and operating performance that may result from certain Best-in-Class initiatives); (x) the Lama starter project and the potential for phased in development of the Pascua Lama project; (xi) timing and completion of acquisitions; (xii) asset sales or joint ventures; and (xiii) expectations regarding future price assumptions, financial performance and other outlook or guidance.

Forward-looking statements are necessarily based upon a number of estimates and assumptions including material estimates and assumptions related to the factors set forth below that, while considered reasonable by us as at the date of this Prospectus in light of management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements and undue reliance should not be placed on such statements and information. Such factors include, but are not limited to: fluctuations in the spot and forward price of gold, copper or certain other commodities (such as silver, diesel fuel, natural gas and electricity); the speculative nature of mineral exploration and development; changes in mineral production performance, exploitation and exploration successes; risks associated with the fact that certain Best-in-Class initiatives are still in the early stages of evaluation and additional engineering and other analysis is required to fully assess their impact; diminishing quantities or grades of reserves; increased costs, delays, suspensions and technical challenges associated with the construction of capital projects; operating or technical difficulties in connection with mining or development activities, including geotechnical challenges and disruptions in the maintenance or provision of required infrastructure and information technology systems; failure to comply with environmental and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary permits and approvals; uncertainty whether some or all of the Best-in-Class initiatives and investments targeted by us will meet our capital allocation objectives; the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; adverse changes in our credit ratings; the impact of inflation; fluctuations in the currency markets; changes in U.S. dollar interest rates; risks arising from holding derivative instruments; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which Barrick does or may carry on business in the future; lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law; damage to Barrick’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with respect to Barrick’s handling of environmental matters or dealings with community groups, whether true or not; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; litigation; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; business opportunities that may be presented to, or pursued by, Barrick; our ability to successfully integrate acquisitions or complete divestitures; risks associated with working with partners in jointly controlled assets; employee relations including loss of key employees; increased costs and physical risks, including extreme weather events and resource shortages, related to climate change; availability and increased costs associated with mining inputs and labor; and the organization of our previously held African gold operations and properties under a separate listed company. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion, copper cathode or gold or copper concentrate losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks).

Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this Prospectus are qualified by these cautionary statements. For additional information with respect to our risk factors, reference should be made to the section of this Prospectus entitled “Risk Factors”, to the documents incorporated herein by reference and to our continuous disclosure materials filed from time to time with Canadian and United States securities regulatory authorities. Specific reference is made to the most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect Barrick’s ability to achieve the expectations set forth in the forward-looking statements contained in this Prospectus.

All forward-looking information in this Prospectus and in the documents incorporated herein by reference is qualified in its entirety by the above cautionary statements and, except as required by law, we undertake no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise.

NOTICE REGARDING PRESENTATION

OF OUR MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

Our mineral reserves and mineral resources have been calculated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”), as required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7 (under the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), as interpreted by the Staff of the SEC, applies different standards in order to classify mineralization as a reserve. In addition, while the terms “measured,” “indicated” and “inferred” mineral resources are required pursuant to NI 43-101, the SEC does not recognize such terms. Canadian standards differ significantly from the requirements of the SEC, and mineral resource information contained herein and in the documents incorporated herein by reference is not comparable to similar information regarding mineral reserves disclosed in accordance with the requirements of the SEC. Investors should understand that “inferred” mineral resources have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. In addition, investors are cautioned not to assume that any part or all of our mineral resources constitute or will be converted into reserves. Accordingly, information contained in this Prospectus and in the documents incorporated by reference herein containing descriptions of Barrick’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting requirements of United States federal securities laws and the rules and regulations thereunder.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

Barrick is a corporation existing under the laws of the Province of Ontario, Canada. A significant portion of our assets are located outside of the United States. In addition, some of our directors and officers and most of the experts named in this Prospectus are resident outside the United States, and a significant portion of their respective assets are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for holders of Securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of the Securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors and officers and experts under United States federal securities laws.

We have filed with the SEC, concurrently with the registration statement on Form F-10, an appointment of agent for service of process on Form F-X. Under the Form F-X, we have appointed CT Corporation System as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against us in a United States court arising out of or related to or concerning the offering of the Securities under the registration statement.

We have been advised by our Canadian counsel, Davies Ward Phillips & Vineberg LLP, that there is some doubt as to the enforceability in original actions in Canadian courts of liabilities based upon the U.S. federal securities laws, and as to the enforceability in Canadian courts of judgments of United States courts obtained in actions based upon the civil liability provisions of the United States federal securities laws.

Rick Sims, Patrick Garretson, Kathleen Ann Altman, Stuart E. Collins and Hugo M. Miranda, each a “qualified person” for purposes of Canadian securities legislation who has prepared or supervised the preparation of certain scientific and technical information contained or incorporated by reference in this prospectus, reside outside of Canada. Nine of our directors, Gustavo Cisneros, J. Michael Evans, Brian L. Greenspun, J. Brett Harvey, Pablo Marcet, Dambisa Moyo, Steven J. Shapiro, John L. Thornton and Ernie L. Thrasher, reside outside of Canada and each has appointed Barrick Gold Corporation, Brookfield Place, TD Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario, Canada M5J 2S1 as agent for service of process. Investors are advised that it may not be possible to enforce judgments obtained in Canada against any person that resides outside of Canada, even if such person has appointed an agent for service of process.

CURRENCY AND EXCHANGE RATE INFORMATION

This Prospectus contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars. References to “$” or “US$” are to United States dollars and references to “C$” are to Canadian dollars. The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/United States dollar exchange rate. The information is based on the noon exchange rate as reported by the Bank of Canada. Such exchange rate on February 14, 2017 was C$1.3093 = US$1.00.


	Period End		Average ⁽¹⁾		Low		High
			(C$ per US$)
Year ended December 31,
2016		1.3427		1.3248		1.2544		1.4589
2015		1.3840		1.2787		1.1728		1.3990

____________

⁽¹⁾	The average of the noon buying rates during the relevant period.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed by us with securities commissions or similar authorities in Canada. Our disclosure documents listed below and filed with the appropriate securities commissions or similar regulatory authorities in each of the provinces and territories of Canada and filed with or furnished to the SEC are specifically incorporated by reference into and form an integral part of this Prospectus:

(a)

the annual information form dated as of March 28, 2016 (the “ Annual Information Form ”) for the fiscal year ended December 31, 2015;

(b)

the annual audited consolidated financial statements for the year ended December 31, 2016, including consolidated balance sheets as at December 31, 2016 and December 31, 2015 and the consolidated statements of income, comprehensive income, cash flow and changes in equity for each of the years in the two-year period ended December 31, 2016, and related notes (the “ Audited Financial Statements ”), together with the independent auditor’s report thereon;

(c)

the management’s discussion and analysis, as amended, in respect of the Audited Financial Statements (the “ Annual Management’s Discussion and Analysis ”); and

(d)

the information circular dated March 18, 2016 prepared in connection with the annual meeting of Barrick’s shareholders held on April 26, 2016.

Any document of the type referred to above, including any material change report (other than any confidential material change report), any business acquisition report, any Prospectus Supplements disclosing additional or updated information, and any “template version” of “marketing materials” (each as defined in National Instrument 41-101 – General Prospectus Requirements ) subsequently filed by us with such securities commissions or regulatory authorities in Canada after the date of this Prospectus, and prior to the termination of the distribution under this Prospectus, shall be deemed to be incorporated by reference into this Prospectus.

In addition, all documents filed by us on Form 6-K or Form 40-F with the SEC on or after the date of this Prospectus shall be deemed to be incorporated by reference into this Prospectus and the registration statement on Form F-10 of which this Prospectus forms a part, if and to the extent expressly provided in such document. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to Barrick and the readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein. Our current reports on Form 6-K and our annual reports on Form 40-F are available on the SEC’s Electronic Data Gathering and Retrieval (“ EDGAR ”) website at www.sec.gov.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

When we file a new annual information form and audited consolidated financial statements and related management discussion and analysis with and, where required, they are accepted by, the applicable securities regulatory authorities during the time that this Prospectus is valid, the previous annual information form, the previous audited consolidated financial statements and related management discussion and analysis and all unaudited interim consolidated financial statements and related management discussion and analysis for such periods, all material change reports and any information circular and business acquisition report filed prior to the commencement of our financial year in which the new annual information form is filed will be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon new interim financial statements and the accompanying management discussion and analysis being filed by us with the applicable securities regulatory authorities during the term of this Prospectus, all interim financial statements and accompanying management’s discussion and analysis filed prior to the filing of the new interim financial statements shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of Barrick at Brookfield Place, TD Canada Trust Tower, Suite 3700, P.O. Box 212, 161 Bay Street, Toronto, Ontario, Canada, M5J 2S1, (416) 861-9911. These documents are also available through the Internet on SEDAR, which can be accessed at www.sedar.com . The information contained on, or accessible through, our website or any of the websites listed below is not incorporated by reference into this Prospectus and is not, and should not be considered to be, a part of this Prospectus, unless it is explicitly so incorporated.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

In addition to our continuous disclosure obligations under the securities laws of the provinces and territories of Canada, we are subject to the informational requirements of the Exchange Act and in accordance therewith file reports and other information with the SEC. Under the multi-jurisdictional disclosure system adopted by the United States (“ MJDS ”), such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, Barrick is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Barrick’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Any information filed with the SEC can be read and copied at prescribed rates at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330 or by accessing its website at www.sec.gov . Some of the documents that we file with or furnish to the SEC are electronically available from the SEC’s Electronic Document Gathering and Retrieval system, which is commonly known by the acronym “EDGAR”, and may be accessed at www.sec.gov .

We have filed with the SEC a registration statement on Form F-10 under the U.S. Securities Act of 1933 , as amended (the “ Securities Act ”) with respect to the Securities offered by this Prospectus. This Prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the Securities offered in this Prospectus, reference is made to the registration statement and to the schedules and exhibits filed therewith. Statements contained in this Prospectus as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the registration statement. Each such statement is qualified in its entirety by such reference. See “Documents Filed as Part of the Registration Statement”.

PRESENTATION OF FINANCIAL INFORMATION

Barrick presents its financial statements in United States dollars and its financial statements are prepared in accordance with IFRS as issued by the IASB. Unless otherwise indicated, financial information included or incorporated by reference in this Prospectus has been prepared in accordance with IFRS. As a result, certain financial information included or incorporated by reference in this Prospectus may not be comparable to financial information prepared by companies in the United States. Certain calculations included in tables and other figures in this Prospectus have been rounded for clarity of presentation.

RISK FACTORS

An investment in the Securities involves certain risks. A prospective purchaser of Securities should carefully consider the risks and uncertainties described in the documents incorporated by reference into this Prospectus (including subsequent filed documents incorporated by reference into this Prospectus) and, if applicable, those described in a Prospectus Supplement relating to a specific offering of Securities. Discussions of certain risks and uncertainties affecting our business are provided in our Annual Information Form and our Annual Management’s Discussion and Analysis (or, as applicable, our annual information form and our management’s discussion and analysis for subsequent periods), each of which is incorporated by reference into this Prospectus. These are not the only risks and uncertainties that we face. Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely affect us. If any of the events identified in these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially harmed.

In addition, prospective purchasers of Securities should carefully consider, in light of their own financial circumstances, the risk factors set out below, as well as the other information contained in this Prospectus (including the documents incorporated by reference herein) and in all subsequently filed documents incorporated by reference and those described in a Prospectus Supplement relating to a specific offering of Securities, before making an investment decision.

There is no existing public market for the Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units and a market may not develop.

There is currently no market through which the Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units may be sold and purchasers of Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units may not be able to resell such Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units purchased under this Prospectus. There can be no assurance that an active trading market will develop for the Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units after an offering or, if developed, that such market will be sustained. This may affect the pricing of the Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units and the extent of issuer regulation.

The public offering prices of the Securities may be determined by negotiation between Barrick and underwriters, dealers or agents based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering, if any public market develops. See “Plan of Distribution”.

Prevailing interest rates will affect the market price or value of the Preferred Shares and Debt Securities.

The market price or value of the Preferred Shares and Debt Securities will decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

The Debt Securities will not be secured by assets of Barrick.

Holders of secured indebtedness of Barrick would have a claim on the assets securing such indebtedness that effectively ranks prior to the claim of holders of Debt Securities and would have a claim that ranks equal with the claim of holders of senior Debt Securities and senior to the claim of holders of subordinated Debt Securities to the extent that such security did not satisfy the secured indebtedness. Furthermore, although covenants given by Barrick in various agreements may restrict incurring secured indebtedness, such indebtedness may, subject to certain conditions, be incurred by us in the future.

Subordination.

The Debt Securities will be senior or subordinated indebtedness as described in the relevant Prospectus Supplement. In the event of the insolvency or winding-up of Barrick, any subordinated Debt Securities would be subordinated and postponed in right of payment to the prior payment in full of all other liabilities and indebtedness of Barrick, other than indebtedness that, by its terms, ranks equally with, or subordinate to, such subordinated Debt Securities.

Potential Dilution.

Our articles of amalgamation allow us to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as shall be established by our Board of Directors, in many cases, without the approval of our shareholders. We may issue Common Shares in public or private offerings (including through the sale of Securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares. We may also issue Common Shares to finance or as consideration for future acquisitions and other projects or in connection with the establishment or development of strategic relationships. Any such future issuances of Common Shares could be significant and we cannot predict the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for our Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and we may experience dilution in our earnings per share.

Foreign Currency Risks.

Securities denominated or payable in foreign currencies may entail significant risks, and the extent and nature of such risks change continuously. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency market, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending on the currency or currencies involved. Prospective purchasers should consult their own financial and legal advisors as to the risks entailed in an investment in Securities denominated in currencies other than the currency primarily used by such purchaser. Such Securities are not an appropriate investment for investors who are unsophisticated with respect to foreign currency transactions.

BARRICK

Overview

Barrick is a corporation existing under the Business Corporations Act (Ontario) resulting from the amalgamation, effective July 14, 1984, under the laws of the Province of Ontario, of Camflo Mines Limited, Bob-Clare Investments Limited and the former Barrick Resources Corporation. By articles of amendment effective December 9, 1985, Barrick changed its name to American Barrick Resources Corporation. Effective January 1, 1995, as a result of an amalgamation with a wholly-owned subsidiary, Barrick changed its name from American Barrick Resources Corporation to Barrick Gold Corporation. In connection with its acquisition of Placer Dome Inc., Barrick amalgamated with Placer Dome Inc. pursuant to articles of amalgamation dated May 9, 2006. On January 1, 2009, Barrick amalgamated with its wholly-owned subsidiary, Arizona Star Resource Corp. Barrick’s head and registered office is located at Brookfield Place, TD Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario, Canada, M5J 2S1.

We are principally engaged in the production and sale of gold and copper, as well as related activities such as exploration and mine development. Our producing gold mines are located in Canada, the United States, Peru, Argentina and the Dominican Republic and our producing copper mine is in Zambia. We hold a 50% interest in Kalgoorlie Consolidated Gold Mines, a gold mine located in Australia and hold a 50% equity interest in Barrick (Niugini) Limited, which owns a 95% interest in Porgera, a gold mine located in Papua New Guinea. We also hold a 63.9% equity interest in Acacia Mining plc, a company listed on the London Stock Exchange that owns gold mines and exploration properties in Africa. We have a 50% interest in Zaldívar, a copper mine located in Chile and a 50% interest in Jabal Sayid, a copper mine located in Saudi Arabia. We also have various gold projects located in South America and North America. We sell our gold and copper production into the world market.

CONSOLIDATED CAPITALIZATION

There have been no material changes in our share or loan capital, on a consolidated basis, from December 31, 2016 to the date of this Prospectus.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, we intend to use the net proceeds from the sale of Securities for general corporate purposes. Specific information about the use of net proceeds of any offering of Securities under this Prospectus will be set forth in the applicable Prospectus Supplement. We may invest funds which we do not immediately use. Such investments may include short-term marketable investment grade securities denominated in Canadian dollars, United States dollars or other currencies. We may, from time to time, issue securities other than pursuant to this Prospectus.

SHARE STRUCTURE

Barrick’s authorized share capital consists of an unlimited number of common shares, an unlimited number of First Preferred Shares issuable in series and an unlimited number of Second Preferred Shares issuable in series. As of February 14, 2017, we had issued and outstanding 1,165,574,071 Common Shares. We have authorized $0.114 Non-cumulative Redeemable Convertible First Preferred Shares, Series A, $0.126 Non-cumulative Redeemable Convertible First Preferred Shares, Series B, First Preferred Shares, Series C Special Voting Share and $0.222 Non-cumulative Redeemable Convertible Second Preferred Shares, Series A, of which none of the foregoing are currently outstanding.

DIVIDENDS

Barrick’s practice has been to declare dividends following a fiscal quarter in its announcement of the results for such quarter. Dividends declared are paid in the same quarter. Barrick’s dividend reinvestment plan resulted in 492,692 Common Shares issued to shareholders for the year ended December 31, 2016. The amount and timing of any dividends is within the discretion of Barrick’s Board of Directors. The Board of Directors reviews the dividend policy quarterly based on, among other things, our current and projected liquidity profile.

DESCRIPTION OF SECURITIES OFFERED

Common Shares

There are no limitations contained in the articles or by-laws of Barrick or the Business Corporations Act (Ontario) on the ability of a person who is not a Canadian resident to hold Common Shares or exercise the voting rights associated with our Common Shares.

The rights, preferences and privileges of holders of Common Shares are subject to the rights of the holders of shares of any class or series of Preferred Shares or any other class ranking senior to the Common Shares that Barrick may issue in the future. A summary of the rights of the Common Shares is set forth below. Common Shares may be sold separately or together with Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Share Purchase Contracts under this Prospectus. Common Shares may also be issuable on conversion, exchange, exercise or maturity of certain Debt Securities, Subscription Receipts, Warrants or Share Purchase Contracts qualified for issuance under this Prospectus.

Dividends

Holders of Common Shares are entitled to receive dividends if, as and when declared by our Board of Directors in respect of the Common Shares. The Business Corporations Act (Ontario) provides that a corporation may not declare or pay a dividend if there are reasonable grounds for believing that it is, or would be after the payment of the dividend, unable to pay its liabilities as they become due or the realizable value of its assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of shares of its capital.

Liquidation

Subject to the prior rights of the holders, if any, of the Preferred Shares then outstanding and of the shares then outstanding of any other class ranking senior to the Common Shares, the holders of Common Shares are entitled to share rateably in any distribution of the assets of Barrick upon liquidation, dissolution or winding-up, after satisfaction of all debts and other liabilities.

Voting Rights

The holders of Common Shares are entitled to one vote for each share on all matters submitted to a vote of shareholders and do not have cumulative voting rights.

Preferred Shares

The following is a summary of the material rights, privileges, conditions and restrictions attached to the First Preferred Shares and the Second Preferred Shares. The specific terms of the Preferred Shares, including the designation of the particular class, series, liquidation preference amount, the number of shares offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the currency or currency unit for which such shares may be purchased, any voting rights, any rights to receive dividends, any terms of redemption, any conversion or exchange rights and any other specific terms, and the extent to which the general terms described in this section apply to those Preferred Shares, will be set forth in the applicable Prospectus Supplement. One or more classes or series of Preferred Shares may be sold separately or together with Common Shares, Debt Securities, Subscription Receipts, Warrants or Share Purchase Contracts under this prospectus.

Issuance in Series

First Preferred Shares and Second Preferred Shares may be issued from time to time in series. The Board of Directors of Barrick determines by resolution the designation, rights, privileges, restrictions and conditions to be attached to each such series.

Redemption

Barrick is entitled to redeem all or any part of the First Preferred Shares or Second Preferred Shares of any series on payment for each share of the amount equal to the result obtained when the stated capital account for the series is divided by the number of issued and outstanding shares of such series together with such premium, if any, as may be determined by the Board of Directors in connection with its determination of the designation, rights, privileges, restrictions and conditions to be attached to the applicable series, and all declared and unpaid dividends thereon. Barrick is also entitled to purchase for cancellation all or any part of the First Preferred Shares and Second Preferred Shares of any series.

Priority

The First Preferred Shares and the Second Preferred Shares of each series are entitled to a preference over the Common Shares and any other shares ranking junior to the First Preferred Shares or Second Preferred Shares, as the case may be, with respect to the payment of dividends and the distribution of assets in the event of a liquidation, dissolution or winding-up of Barrick. Any series of First Preferred Shares or Second Preferred Shares may also be given such other preferences over the Common Shares and any other shares ranking junior to the First Preferred Shares or Second Preferred Shares, as the case may be, as may be determined. In the event of a liquidation, dissolution or winding-up of Barrick, the holders of the First Preferred Shares are entitled to receive, in the aggregate, the amount of the stated capital account of the First Preferred Shares plus all declared and unpaid dividends plus, if the liquidation, dissolution or winding-up is voluntary, any premium to which the shares would be entitled on a redemption, before any amount is paid or property or assets are distributed to the holders of Common Shares or any other shares ranking junior to the First Preferred Shares. After payment of such amount, the holders of the First Preferred Shares are not entitled to share in any further distribution of the property or assets of Barrick. In the event of a liquidation, dissolution or winding-up of Barrick, the holders of the Second Preferred Shares are entitled to receive, in the aggregate, the amount of the stated capital account of the Second Preferred Shares plus all declared and unpaid dividends plus, if the liquidation, dissolution or winding-up is voluntary, any premium to which the shares would be entitled on a redemption, before any amount is paid or property or assets are distributed to the holders of Common Shares or any other shares ranking junior to the Second Preferred Shares. After payment of such amount, the holders of the Second Preferred Shares are not entitled to share in any further distribution of the property or assets of Barrick.

Dividends

The holders of First Preferred Shares and Second Preferred Shares are entitled to receive fixed, noncumulative preferential quarterly cash dividends at such rate and on such dates as may be determined by the Board of Directors in connection with its determination of the designation, rights, privileges, restrictions and conditions to be attached to the applicable series.

Modification

The approval of the holders of the First Preferred Shares or the Second Preferred Shares is required to delete or vary any right, privilege, restriction or condition attaching to the First Preferred Shares or Second Preferred Shares, as the case may be, as a class and any other matter requiring the approval or consent of the holders of the First Preferred Shares or the Second Preferred Shares, as the case may be, as a class.

Debt Securities

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of a series of Debt Securities offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in the applicable Prospectus Supplement. One or more series of Debt Securities may be sold separately or together with Common Shares, Preferred Shares, Subscription Receipts, Warrants or Share Purchase Contracts under this Prospectus, or on conversion or exchange of any such Securities.

Priority

The Debt Securities will be senior or subordinated indebtedness of Barrick as described in the relevant Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of Barrick, from time to time issued and outstanding, which is not subordinated.

If the Debt Securities are subordinated indebtedness, they will rank equally and rateably with all other subordinated Debt Securities from time to time issued and outstanding. In the event of the insolvency or winding-up of Barrick, the subordinated Debt Securities will be subordinated and postponed in right of payment to the prior payment in full of all other liabilities and indebtedness of Barrick, other than indebtedness that, by its terms, ranks equally with, or subordinate to, such subordinated Debt Securities.

The Debt Securities are Unsecured Obligations

The Debt Securities will be direct unsecured obligations of Barrick.

Terms of the Debt Securities

As required by United States federal law and in conformity with the applicable laws of Canada, for all bonds and notes of companies that are publicly offered, the Debt Securities will be governed by a document called an “indenture”. There will be a separate indenture for the senior Debt Securities and the subordinated Debt Securities. An indenture is a contract between a financial institution, acting on your behalf as trustee of the Debt Securities offered, and us. The trustee has two main roles. First, subject to some limitations on the extent to which the trustee can act on your behalf, the trustee can enforce your rights against us if we default on our obligations under the indenture. Second, the trustee performs certain administrative duties for us. The aggregate principal amount of Debt Securities that may be issued under each indenture is unlimited. A copy of the form of each indenture to be entered into in connection with offerings of Debt Securities has been filed with the SEC as an exhibit to the registration statement on Form F-10, and will be filed with the securities regulatory authorities in Canada when it is entered into. A copy of any indenture or supplement thereto entered into by us will be filed with securities regulatory authorities and will be available on our SEDAR profile at www.sedar.com .

Selected provisions of the Debt Securities and the indenture(s) under which such Debt Securities will be issued are summarized below. This summary is not complete. The statements made in this Prospectus relating to any indenture and Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable indenture.

The indentures will not limit the amount of Debt Securities that we may issue thereunder. We may issue Debt Securities from time to time under an indenture in one or more series by entering into supplemental indentures or by our Board of Directors or a duly authorized committee authorizing the issuance. The Debt Securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date.

The Prospectus Supplement for a particular series of Debt Securities will disclose the specific terms of such Debt Securities, including the price or prices at which the Debt Securities to be offered will be issued. The terms and provisions of any Debt Securities offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of such terms. Those terms may include some or all of the following:

(a)

the designation, aggregate principal amount and authorized denominations of such Debt Securities;

(b)

the indenture under which such Debt Securities will be issued and the trustee(s) thereunder;

(c)

the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);

(d)

whether such Debt Securities are senior or subordinated and, if subordinated, the applicable subordination provisions;

(e)

the percentage of the principal amount at which such Debt Securities will be issued;

(f)

the date or dates on which such Debt Securities will mature;

(g)

the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);

(h)

the dates on which any such interest will be payable and the record dates for such payments;

(i)

any redemption term or terms under which such Debt Securities may be defeased;

(j)

whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

(k)

the place or places where principal, premium and interest will be payable;

(l)

the designation and terms of any other Securities with which the Debt Securities will be offered, if any, and the principal amount of Debt Securities that will be offered with each Security;

(m)

the securities exchange(s) on which such series of Debt Securities will be listed, if any;

(n)

any terms relating to the modification, amendment or waiver of any terms of such Debt Securities or the applicable indenture;

(o)

any change in the right of the trustee or the holders to declare the principal, premium and interest with respect to such series of debt securities to be due and payable;

(p)

governing law;

(q)

any limit upon the aggregate principal amount of the Debt Securities of such series that may be authenticated and delivered under the indenture;

(r)

if other than Barrick or the trustee, the identity of each registrar and/or paying agent;

(s)

if the Debt Securities are issued as a Unit with another Security, the date on and after which the Debt Securities and other Security will be separately transferable;

(t)

if the Debt Securities are to be issued upon the exercise of Warrants, the time, manner and place for such Securities to be authenticated and delivered;

(u)

any exchange or conversion terms; and

(v)

any other specific terms of the Debt Securities of such series, including any events of default or covenants.

Debt Securities, if issued in registered form, will be exchangeable for other Debt Securities of the same series and tenor, registered in the same name, for a like aggregate principal amount in authorized denominations and will be transferable at any time or from time to time at the corporate trust office of the relevant trustee. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

Modifications

We may amend any indenture and the Debt Securities without the consent of the holders of the Debt Securities in certain circumstances including to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Debt Securities. A more detailed description of the amendment provisions will be included in the applicable Prospectus Supplement.

Subscription Receipts

Subscription Receipts may be offered separately or together with Common Shares, Preferred Shares, Debt Securities or Warrants, as the case may be. Subscription Receipts will be issued under a subscription receipt agreement (a “ Subscription Receipt Agreement ”) that will be entered into between us and the escrow agent (the “ Escrow Agent ”) at the time of issuance of the Subscription Receipts. Each Escrow Agent will be a financial institution authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent.

Terms of the Subscription Receipts

The Subscription Receipt Agreement will provide each initial purchaser of Subscription Receipts with a non-assignable contractual right of rescission following the issuance of any Common Shares, Preferred Shares or Debt Securities, as applicable, to such purchaser upon the exchange of the Subscription Receipts if this Prospectus, the Prospectus Supplement under which the Subscription Receipts are offered, or any amendment hereto or thereto contains a misrepresentation, as such term is defined in the Securities Act (Ontario). This contractual right of rescission will entitle such initial purchaser to receive the amount paid for the Subscription Receipts upon surrender of the Securities issued in exchange therefor, provided that such remedy for rescission is exercised in the time stipulated in the Subscription Receipt Agreement. This right of rescission will not extend to any holders of Subscription Receipts who acquire such Subscription Receipts from an initial purchaser on the open market or otherwise.

The applicable Prospectus Supplement will include details of the Subscription Receipt Agreement covering the Subscription Receipts being offered. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. A copy of the Subscription Receipt Agreement will be filed by us with securities regulatory authorities after it has been entered into by us and will be available on our SEDAR profile at www.sedar.com .

This section describes the general terms that will apply to any Subscription Receipts being offered. The terms and provisions of any Subscription Receipts offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of such terms. The particular terms of each issue of Subscription Receipts that will be described in the related Prospectus Supplement will include, where applicable:

(a)

the number of Subscription Receipts;

(b)

the price at which the Subscription Receipts will be offered;

(c)

conditions (the “ Release Conditions ”) for the exchange of Subscription Receipts into Common Shares, Preferred Shares or Debt Securities, as the case may be, and the consequences of such conditions not being satisfied;

(d)

the procedures for the exchange of the Subscription Receipts into Common Shares, Preferred Shares or Debt Securities;

(e)

the number of Common Shares, Preferred Shares or Debt Securities to be exchanged for each Subscription Receipt;

(f)

the currency or currency unit for which Subscription Receipts may be purchased and the aggregate principal amount, currency or currencies, denominations and terms of the series of Common Shares, Preferred Shares or Debt Securities that may be exchanged upon exercise of each Subscription Receipt;

(g)

the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;

(h)

the dates or periods during which the Subscription Receipts may be exchanged into Common Shares, Preferred Shares or Debt Securities;

(i)

the identity of the Escrow Agent;

(j)

the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of such Subscription Receipts, together with interest and income earned thereon, or collectively, the Escrowed Funds, pending satisfaction of the Release Conditions;

(k)

the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to us upon satisfaction of the Release Conditions and if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts;

(l)

procedures for the payment by the Escrow Agent to holders of such Subscription Receipts of an amount equal to all or a portion of the subscription price of their Subscription Receipts, plus any additional amounts provided for in the Subscription Receipt Agreement, if the Release Conditions are not satisfied;

(m)

the securities exchange(s) on which the Subscription Receipts will be listed, if any; and

(n)

any other material terms and conditions of the Subscription Receipts.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the securities to be received on the exchange of the Subscription Receipts.

Subscription Receipts, if issued in registered form, will be exchangeable for other Subscription Receipts of the same tenor, at the office indicated in the Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to us (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive payment of an amount equal to all or a portion of the subscription price for their Subscription Receipts, plus any additional amounts provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription Receipts at a meeting of such holders or by way of consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement. The Subscription Receipt Agreement will also specify that we may amend the Subscription Receipt Agreement and the Subscription Receipts, without the consent of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of the holder of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement.

Warrants

The following sets forth certain general terms and provisions of the Warrants. We may issue Warrants for the purchase of Common Shares, Preferred Shares, Debt Securities or other Securities. Warrants may be issued independently or together with Common Shares, Preferred Shares, Debt Securities, Subscription Receipts or other Securities offered by any Prospectus Supplement and may be attached to, or separate from, any such offered Securities. Each series of Warrants will be issued under a warrant agreement between us and a warrant agent that we will name in the applicable Prospectus Supplement.

Terms of the Warrants

The applicable Prospectus Supplement will include details of the warrant agreement(s) covering the Warrants being offered. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement. A copy of the warrant agreement will be filed by us with securities regulatory authorities after it has been entered into by us and will be available on our SEDAR profile at www.sedar.com .

This section describes the general terms that will apply to any Warrants being offered. The terms and provisions of any Warrants offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of such terms. The particular terms of each issue of Warrants that will be described in the related Prospectus Supplement will include, where applicable:

(a)

the designation of the Warrants;

(b)

the aggregate number of Warrants offered and the offering price;

(c)

the designation, number and terms of the Common Shares, Preferred Shares, Debt Securities or other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;

(d)

the exercise price of the Warrants;

(e)

the dates or periods during which the Warrants are exercisable;

(f)

the designation and terms of any securities with which the Warrants are issued;

(g)

if the Warrants are issued as a Unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;

(h)

the currency or currency unit in which the exercise price is denominated;

(i)

whether such Warrants will be subject to redemption or call, and if so, the terms of such redemption or call provisions;

(j)

any minimum or maximum amount of Warrants that may be exercised at any one time;

(k)

whether such Warrants will be listed on any securities exchange;

(l)

whether the Warrants will be issued in fully registered or global form;

(m)

any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;

(n)

any rights, privileges, restrictions and conditions attaching to the Warrants; and

(o)

any other specific terms.

Warrant certificates, if issued in registered form, will be exchangeable for new warrant certificates of different denominations at the office indicated in the prospectus supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants.

Modifications

We may amend any warrant agreement and the Warrants without the consent of the holders of the Warrants in certain circumstances including to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Warrants. A more detailed description of the amendment provisions will be included in the applicable Prospectus Supplement.

Enforceability

The warrant agent will act solely as our agent. The warrant agent will not have any duty or responsibility if we default under the warrant agreements or the warrant certificates. A Warrant holder may, without the consent of the warrant agent, enforce, by appropriate legal action on its own behalf, the holder’s right to exercise the holder’s Warrants.

Share Purchase Contracts

The following sets forth certain general terms and provisions of the Share Purchase Contracts. We may issue Share Purchase Contracts, representing contracts obligating holders to purchase from or sell to us, and obligating us to purchase from or sell to the holders, a specified number of Common Shares or Preferred Shares, as applicable, at a future date or dates, including by way of instalment.

Share Purchase Contracts may be issued independently or together with Common Shares, Preferred Shares or Debt Securities or other Securities offered by any Prospectus Supplement and may be attached to, or separate from, any such offered Securities. Each series of Share Purchase Contracts will be issued under a share purchase contract agreement between us and an agent that we will name in the applicable Prospectus Supplement.

Terms of the Share Purchase Contracts

The price per Common Share or Preferred Share, as applicable, may be fixed at the time the Share Purchase Contracts are issued or may be determined by reference to a specific formula contained in the Share Purchase Contracts. We may issue Share Purchase Contracts in accordance with applicable laws and in such amounts and in as many distinct series as we may determine.

Any Prospectus Supplement for Share Purchase Contracts supplementing this prospectus will contain the terms and other information with respect to the Share Purchase Contracts being offered thereby, including:

(a)

whether the Share Purchase Contracts obligate the holder to purchase or sell, or both purchase and sell, Common Shares or Preferred Shares, as applicable, and the nature and amount of each of those Securities, or the method of determining those amounts;

(b)

whether the Share Purchase Contracts are to be prepaid, paid in the future or paid in instalments;

(c)

any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied;

(d)

the currency or currency units in which the Share Purchase Contracts may be purchased and the underlying Common Shares or Preferred Shares denominated;

(e)

whether the Share Purchase Contracts are to be settled by delivery, or by reference or linkage to the value or performance of Common Shares or Preferred Shares;

(f)

if Share Purchase Contracts are issued as a Unit with another Security, the date on and after which the Share Purchase Contract and the other Security will be separately transferable;

(g)

any acceleration, cancellation, termination or other provisions relating to the settlement of the share purchase contracts;

(h)

the date or dates on which the sale or purchase must be made, if any;

(i)

the terms of any security to be granted by holders to secure their obligations thereunder;

(j)

the securities exchange(s) on which the Share Purchase Contracts will be listed, if any;

(k)

any rights, privileges, restrictions and conditions attaching to the Share Purchase Contracts; and

(l)

any other specific terms.

The preceding description and any description of Share Purchase Contracts in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the share purchase contract agreement and, if applicable, collateral arrangements and depository arrangements relating to such Share Purchase Contracts.

Share Purchase Contract certificates, if issued in registered form, will be exchangeable for new share purchase contract certificates of different denominations at the office indicated in the Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto. In the case of Share Purchase Contracts which obligate the holders to purchase Securities from us, the holders will not have any of the rights of holders of the Securities to be purchased pursuant to the Share Purchase Contracts until the completion of the purchase of those Securities by the relevant holder in accordance with the terms of the Share Purchase Contract.

Modifications

We may amend any share purchase contract agreement and the Share Purchase Contracts without the consent of the holders of the Share Purchase Contracts in certain circumstances including to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Share Purchase Contracts. A more detailed description of the amendment provisions will be included in the applicable Prospectus Supplement.

Units

The following sets forth certain general terms and provisions of the Units. We may issue Units comprised of one or more of the other Securities described in this prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

Terms of the Units

Any Prospectus Supplement for Units supplementing this Prospectus will contain the terms and other information with respect to the Units being offered thereby, including:

(a)

the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

(b)

any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;

(c)

how, for income tax purposes, the purchase price paid for the Units is to be allocated among the component Securities;

(d)

the currency or currency units in which the Units may be purchased and the underlying Securities denominated;

(e)

the securities exchange(s) on which such Units will be listed, if any;

(f)

whether the Units and the underlying Securities will be issued in fully registered or global form; and

(g)

any other specific terms of the Units and the underlying Securities.

The preceding description and any description of Units in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Units.

Modifications

We may amend the unit agreement and the Units, without the consent of the holders of the Units, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Units. Other amendment provisions will be as indicated in the applicable Prospectus Supplement.

PRIOR SALES

We have not sold or issued any Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts, Units or securities convertible into Preferred Shares, Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units during the 12 months prior to the date hereof. The following table summarizes our issuances of Common Shares and securities convertible into Common Shares during the 12 months prior to the date of this Prospectus:


Date	Security	Weighted Average Issue Price or Exercise Price per Security, as applicable		Number of Securities
February 14, 2016	Common – Vesting of Stock Options ⁽¹⁾	C$	48.45		86,415
March 15, 2016	Common – DRIP ⁽²⁾	C$	17.78		132,563
March 15, 2016	Common – DRIP ⁽²⁾	US$	13.37		1,267
June 15, 2016	Common – DRIP ⁽²⁾	C$	24.55		115,244
June 15, 2016	Common – DRIP ⁽²⁾	US$	19.24		866
July 2016	Common – Vesting of Stock Options ⁽³⁾	C$	28.99		83,912
August 2016	Common – Vesting of Stock Options ⁽³⁾	C$	17.20		72,563
September 15, 2016	Common – DRIP ⁽²⁾	C$	22.44		98,650
September 15, 2016	Common – DRIP ⁽²⁾	US$	17.16		971
December 15, 2016	Common – DRIP ⁽²⁾	C$	19.82		142,024
December 15, 2016	Common – DRIP ⁽²⁾	US$	15.06		1,107

⁽¹⁾	Vesting of options granted pursuant to our Stock Option Plan (2004) (the “ 2004 Plan ”).

⁽²⁾	Issued pursuant to our Dividend Reinvestment Plan.

⁽³⁾	Vesting of options granted pursuant to our 2004 Plan and our Amended and Restated Stock Option Plan.

TRADING PRICES AND VOLUMES

The following table sets forth, for the periods indicated, the reported high and low daily trading prices and the aggregate volume of trading of our Common Shares on the TSX (as reported by TMX Data) and NYSE (as reported by NYSE).


	Trading of Common Shares						Trading of Common Shares
	TSX						NYSE
	High		Low		Volume		High		Low		Volume
	(C$)		(C$)		(#)		($)		($)		(#)
2016
February		19.99		13.57		151,892,372		14.45		9.66		519,865,102
March		20.17		16.95		134,261,100		15.52		12.64		487,181,754
April		24.33		17.09		97,226,897		19.40		13.04		394,543,065
May		25.44		21.30		108,061,367		19.73		16.24		407,539,787
June		27.86		21.75		116,167,871		21.43		16.63		443,235,336
July		30.45		25.86		85,441,327		23.47		19.53		401,502,219
August		29.97		22.02		79,088,488		22.94		16.75		347,223,589
September		24.95		22.05		81,328,150		19.19		16.76		332,822,415
October		23.62		20.25		81,036,936		17.94		15.30		339,502,974
November		25.36		18.95		96,943,278		18.95		13.95		426,728,168
December		22.62		18.52		84,457,596		16.84		13.81		394,291,121
2017
January		24.16		21.31		90,279,402		18.60		15.87		374,351,951
February 1 to 14		25.84		23.62		33,597,221		19.65		18.06		139,690,825

PLAN OF DISTRIBUTION

We may sell the Securities, separately or together, to or through one or more underwriters or dealers, purchasing as principals for public offering and sale by them, and may also sell Securities to one or more other purchasers directly or through agents. Securities sold to the public pursuant to this Prospectus may be offered and sold exclusively in Canada or the United States, or in both jurisdictions. The Prospectus Supplement relating to an offering of Securities will indicate the jurisdiction or jurisdictions in which such offering is being made to the public. Each Prospectus Supplement will set out the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price or prices of the Securities (or the manner of determination thereof if offered on a non-fixed price basis), and the proceeds to us from the sale of the Securities. Only underwriters, dealers or agents so named in the Prospectus Supplement are deemed to be underwriters, dealers or agents, as the case may be, in connection with the Securities offered thereby.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered may vary between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters, dealers or agents will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters, dealers or agents to us.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange. In connection with any offering of Securities, except with respect to “at-the-market” offerings, underwriters may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter or dealer involved in an “at-the-market” offering, as defined under applicable Canadian securities laws, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. In the event that the Corporation determines to pursue an “at-the-market” offering in Canada, the Corporation shall apply for the applicable exemptive relief from the Canadian securities commissions.

If underwriters or dealers purchase Securities as principals, the Securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters or dealers to purchase those Securities will be subject to certain conditions precedent, and the underwriters or dealers will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid may be changed from time to time.

The Securities may also be sold directly by us in accordance with applicable securities laws at prices and upon terms agreed to by the purchaser and us, or through agents designated by us, from time to time. Any agent involved in the offering and sale of Securities pursuant to a particular Prospectus Supplement will be named, and any commissions payable by us to that agent will be set forth in such Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent would be acting on a best efforts basis for the period of its appointment.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from us in the form of commissions, concessions and discounts. Any such commissions may be paid out of our general funds or the proceeds of the sale of Securities. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with us to indemnification by us against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

In connection with any offering of Securities, the applicable Prospectus Supplement will set forth any intention by the underwriters, dealers or agents to offer, allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain material Canadian federal income tax consequences to an investor of the acquisition, ownership and disposition of any Securities offered thereunder. The applicable Prospectus Supplement may also describe certain United States federal income tax considerations generally applicable to the acquisition, ownership and disposition of any Securities offered thereunder by an investor who is a United States person.

LEGAL MATTERS

Unless otherwise specified in a Prospectus Supplement relating to a specific offering of Securities, certain legal matters relating to the offering of Securities will be passed upon on our behalf by Davies Ward Phillips & Vineberg LLP in relation to Canadian law and by Cravath, Swaine & Moore LLP in relation to United States law. As of the date hereof, partners and associates of Davies Ward Phillips & Vineberg LLP own beneficially, directly or indirectly, less than 1% of any of our securities or any of our associates or affiliates.

INTERESTS OF QUALIFIED PERSONS

Each of Rick Sims, Steven Haggarty, Patrick Garretson, Robert Krcmarov, Kathleen Ann Altman, Raymond Dennis Bergen, Stuart E. Collins, Glen Ehasoo, Luke Evans, Holger Krtuzelmann, Hugo M. Miranda, Chester M. Moore, Brenna J.Y. Scholey and Wayne W. Valliant is a person who has reviewed or supervised the preparation of information contained or incorporated by reference in this Prospectus upon which certain scientific and technical information relating to Barrick’s mineral properties is based. None of such persons received or will receive a direct or indirect interest in any property of Barrick or any of its associates or affiliates. As of the date hereof, each of such persons owns beneficially, directly or indirectly, less than 1% of any outstanding class of securities of Barrick. Each of Robert Krcmarov, Rick Sims, Patrick Garretson and Steven Haggarty is an officer or employee of Barrick and/or an officer, director or employee of one or more of its associates or affiliates.

DIRECTORS AND OFFICERS OF BARRICK

Graham G. Clow, a director of Barrick, was a director of Campbell Resources Inc. (“ Campbell Resources ”) in 2005 when that company filed for protection under the Companies Creditors’ Arrangement Act (the “ CCAA ”). Mr. Clow ceased to be a director of Campbell Resources on November 14, 2008, prior to Campbell Resources filing for protection from its creditors under the CCAA for a second time, on January 28, 2009.

AUDITORS

The independent auditors of Barrick are PricewaterhouseCoopers LLP, Chartered Professional Accountants, PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada, M5J 0B2. PricewaterhouseCoopers LLP, Chartered Professional Accountants report that they are independent of us in accordance with the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario and in accordance with the applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board (United States). The Audited Financial Statements incorporated in this prospectus by reference have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, Chartered Professional Accountants, given on the authority of said firm as experts in auditing and accounting.

REGISTRAR AND TRANSFER AGENT

The transfer agent and registrar for the Common Shares is CST Trust Company in Canada at its principal office in Toronto and American Stock Transfer & Trust Company, LLC in the United States at its principal office in New York.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents are being filed with the SEC as part of our registration statement: (a) the documents referred to under the heading “Documents Incorporated by Reference”; (b) the consent of PricewaterhouseCoopers LLP; (c) the consent of Davies Ward Phillips & Vineberg LLP; (d) the consent of each of Rick Sims, Steven Haggarty, Patrick Garretson, Robert Krcmarov, Kathleen Ann Altman, Raymond Dennis Bergen, Stuart E. Collins, Glen Ehasoo, Luke Evans, Holger Krtuzelmann, Hugo M. Miranda, Chester M. Moore, Brenna J.Y. Scholey and Wayne W. Valliant; (e) the forms of indenture relating to the Debt Securities; and (f) the power of attorney of the directors and officers of Barrick.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification

Under the Business Corporations Act (Ontario) (the “ OBCA ”), Barrick Gold Corporation (“ Barrick ” or the “ Registrant ”) may indemnify a director or officer of Barrick, a former director or officer of Barrick or another individual who acts or acted at Barrick’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Barrick or the other entity on condition that (i) the individual acted honestly and in good faith with a view to the best interests of Barrick or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at Barrick’s request, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. Further, Barrick may, with court approval, indemnify an individual described above in respect of an action by or on behalf of Barrick or another entity to obtain a judgment in its favor, to which the individual is made a party by reason of the individual’s association with Barrick or such other entity described above, against all costs, charges and expenses reasonably incurred by the individual in connection with such action if the individual fulfils condition (i) above. An individual referred to above is entitled to indemnification from Barrick as a matter of right if he or she was not judged by a court or other competent authority to have committed any fault or omitted to do anything he or she ought to have done and fulfils conditions (i) and (ii) above. Barrick has entered into a Memorandum of Agreement with each Barrick director and officer under which Barrick has agreed to indemnify and hold harmless the individual in substantially the same circumstances as outlined in this paragraph.

In accordance with the provisions of the OBCA described above, the by-laws of Barrick provide that, subject to the relevant provisions of the OBCA, Barrick shall indemnify a director or officer of Barrick, a former director or officer of Barrick, or another individual who acts or acted at Barrick’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Barrick or such other entity if the individual acted honestly and in good faith with a view to the best interests of Barrick or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at Barrick’s request.

Barrick also maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The directors and officers are not required to pay any premium in respect of the insurance. The policy contains standard industry exclusions.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

EXHIBITS TO FORM-10

The exhibits to this Registration Statement on Form F-10 are listed in the Exhibit Index, which appears elsewhere herein.

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

Concurrently with the filing of this Registration Statement, the Registrant is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.

Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on this 16th day of February, 2017.


BARRICK GOLD CORPORATION

By:		/s/ Richie Haddock
		Name: Richie Haddock
		Title: Senior Vice-President and General Counsel

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Richie Haddock, Catherine Raw and Deni Nicoski as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by or on behalf of the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Kelvin P.M. Dushnisky Kelvin P.M. Dushnisky	President and Director	February 16, 2017

/s/ Catherine Raw Catherine Raw	Executive Vice President and Chief Financial Officer	February 16, 2017

/s/ John L. Thornton John L. Thornton	Executive Chairman and Director	February 16, 2017

/s/ Julie Robertson Julie Robertson	Vice President and Controller	February 16, 2017

/s/ Gustavo Cisneros Gustavo Cisneros	Director	February 16, 2017

/s/ Graham G. Clow Graham G. Clow	Director	February 16, 2017

/s/ Gary A. Doer Gary A. Doer	Director	February 16, 2017

/s/ J. Michael Evans J. Michael Evans	Director	February 16, 2017

/s/ Brian L. Greenspun Brian L. Greenspun	Director	February 16, 2017

/s/ J. Brett Harvey J. Brett Harvey	Director	February 16, 2017

/s/ Nancy H.O. Lockhart Nancy H.O. Lockhart	Director	February 16, 2017


/s/ Pablo Marcet Pablo Marcet	Director	February 16, 2017

/s/ Dambisa Moyo Dambisa Moyo	Director	February 16, 2017

/s/ Anthony Munk Anthony Munk	Director	February 16, 2017

/s/ J. Robert S. Prichard J. Robert S. Prichard	Director	February 16, 2017

/s/ Steven J. Shapiro Steven J. Shapiro	Director	February 16, 2017

/s/ Ernie L. Thrasher Ernie L. Thrasher	Director	February 16, 2017

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in its capacity as the duly authorized representative of Barrick Gold Corporation in the United States, in the City of Toronto, Province of Ontario, Canada, on this 16th day of February, 2017.


BARRICK GOLD OF NORTH AMERICA, INC. (Authorized U.S. Representative)

By:		/s/ Dana Stringer
		Name: Dana Stringer
		Title: Secretary

EXHIBIT INDEX


Exhibit		Description

4.1		The annual information form dated as of March 28, 2016, for the year ended December 31, 2015 (incorporated by reference to Exhibit 99.1 to Barrick’s Form 40-F, (Commission File No. 001-09059) filed with the Commission on March 28, 2016.

4.2		The annual audited consolidated financial statements for the year ended December 31, 2016, including consolidated balance sheets as at December 31, 2016 and December 31, 2015 and the consolidated statements of income, comprehensive income, cash flow and changes in equity for each of the years in the two-year period ended December 31, 2016, and related notes (the “ Audited Financial Statements ”), together with the independent auditors’ report thereon (incorporated by reference to Exhibit 99.1 to Barrick’s Form 6-K (Commission File No. 001-09059), furnished to the Commission on February 15, 2017).

4.3		Management’s discussion and analysis in respect of the Audited Financial Statements (incorporated by reference to Exhibit 99.1 to Barrick’s Form 6-K (Commission File No. 001-09059), furnished to the Commission on February 15, 2017).

4.4		The management proxy circular dated March 18, 2016, in connection with the annual meeting of Barrick’s shareholders held on April 26, 2016 (incorporated by reference to Exhibit 99.1 to Barrick’s Form 6-K (Commission File No. 001-09059), furnished to the Commission on March 24, 2016).

5.1*		Consent of PricewaterhouseCoopers LLP.

5.2*		Consent of Davies Ward Phillips & Vineberg LLP.

5.3*		Consent of Rick Sims.

5.4*		Consent of Steven Haggarty.

5.5*		Consent of Patrick Garretson.

5.6*		Consent of Robert Krcmarov.

5.7*		Consent of Kathleen Ann Altman.

5.8*		Consent of Raymond Dennis Bergen.

5.9*		Consent of Stuart E. Collins.

5.10*		Consent of Glen Ehasoo.

5.11*		Consent of Luke Evans.

5.12*		Consent of Holger Krutzelmann.

5.13*		Consent of Hugo M. Miranda.

5.14*		Consent of Chester M. Moore.

5.15*		Consent of Brenna J.Y. Scholey.

5.16*		Consent of Wayne W. Valliant.

6.1		Powers of Attorney (included on the signature pages of this Registration Statement on Form F-10).

7.1*		Form of Senior Trust Indenture.

7.2*		Form of Subordinated Trust Indenture.

*	Filed herewith

EXHIBIT 5.1

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in this registration statement on Form F-10 of Barrick Gold Corporation (the company) of our report dated February 15, 2017 relating to the consolidated financial statements and effectiveness of internal control over financial reporting which appears in the company’s annual audited consolidated financial statements for the year ended December 31, 2016. We also consent to the reference to us under the heading “Auditors” in such registration statement.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario, Canada

February 16, 2017

EXHIBIT 5.2

155 Wellington Street West

Toronto ON M5V 3J7

dwpv.com

February 16, 2017

Barrick Gold Corporation

Brookfield Place, TD Canada Trust Tower

Suite 3700, 161 Bay Street

P.O. Box 212

Toronto, Ontario, Canada M5J 2S1

Dear Sirs/Mesdames:

Consent regarding Registration Statement on Form F-10 for Barrick Gold Corporation

We have acted as Canadian counsel to Barrick Gold Corporation (the “Registrant”) in connection with the registration statement on Form F-10 (the “Registration Statement”) filed by the Registrant with the Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Act”).

We acknowledge that we are referred to under the headings “Enforceability of Certain Civil Liabilities”, “Legal Matters” and “Documents Filed as Part of the Registration Statement” in the prospectus forming a part of the Registration Statement and we hereby consent to such use of our name in the Registration Statement.

In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act, or the rules and regulations promulgated thereunder.

Yours very truly,

/s/ Davies Ward Phillips & Vineberg LLP

LOGO

EXHIBIT 5.3

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I refer to the short form base shelf prospectus of the Company dated February 15, 2017 (as may be amended from time to time in the future, the “Short Form Base Shelf Prospectus”), which Short Form Base Shelf Prospectus is included in the Company’s Registration Statement on Form F-10 (as filed with the United States Securities and Exchange Commission on February 16, 2017, and any amendments thereto and any registration statements filed pursuant to Rule 429 under the United States Securities Act of 1933, as amended, the “Registration Statement”).

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects , who has supervised the preparation of, or reviewed, information underling certain scientific and technical information (the “QP Information”) contained, including by incorporation by reference, in the Short Form Base Shelf Prospectus and the Registration Statement.

I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and the Registration Statement and to the use and the inclusion or incorporation by reference in the Short Form Base Shelf Prospectus and the Registration Statement of the QP Information.

I confirm that I have read the Short Form Base Shelf Prospectus and the Registration Statement and all information specifically incorporated by reference therein and that I have no reason to believe that there are any misrepresentations (as defined in the Securities Act (Ontario)) contained therein that are (i) derived from the QP Information or (ii) within my knowledge as a result of the services I have performed for the Company in connection with the QP Information.

[ The remainder of this page has been left intentionally blank ]

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Joseph R. Sims
Name:		Joseph R. Sims
Title:		Senior Director, Resources and Reserves

NI 44-101 QP Consent

EXHIBIT 5.4

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

[ The remainder of this page has been left intentionally blank ]

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Steven C. Haggarty
Name:		Steven C. Haggarty
Title:		Senior Director, Metallurgy

NI 44-101 QP Consent

EXHIBIT 5.5

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

[ The remainder of this page has been left intentionally blank ]

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Patrick Garretson
Name:		Patrick Garretson
Title:		Senior Director, Life of Mine Planning

NI 44-101 QP Consent

EXHIBIT 5.6

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

[ The remainder of this page has been left intentionally blank ]

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Robert Krcmarov
Name:		Robert Krcmarov
Title:		Executive Vice President, Exploration and Growth

NI 44-101 QP Consent

EXHIBIT 5.7

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 143 Union Boulevard Suite 505 \| Lakewood, CO, USA 80228 \| T +1 (303) 330 0950			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Kathleen Altman
Name:		Kathleen Altman
Title:		Director of Metallurgy and Mineral Processing, Principal Metallurgist


RPA 143 Union Boulevard Suite 505 \| Lakewood, CO, USA 80228 \| T +1 (303) 330 0950			www.rpacan.com

EXHIBIT 5.8

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ R. Dennis Bergen
Name:		R. Dennis Bergen
Title:		Associate Principal Mining Engineer


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

EXHIBIT 5.9

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 143 Union Boulevard Suite 505 \| Lakewood, CO, USA 80228 \| T +1 (303) 330 0950			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Stuart E. Collins
Name:		Stuart E. Collins
Title:		General Manager – Denver, Principal Mining Engineer


RPA 143 Union Boulevard Suite 505 \| Lakewood, CO, USA 80228 \| T +1 (303) 330 0950			www.rpacan.com

EXHIBIT 5.10

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Glen Ehasoo
Name:		Glen Ehasoo
Title:		Director, Mine Engineering


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

EXHIBIT 5.11

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Luke Evans
Name:		Luke Evans
Title:		Executive Vice President, Geology and Resource Estimation, Principal Geologist


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

EXHIBIT 5.12

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Holger Krutzelmann
Name:		Holger Krutzelmann
Title:		Principal Metallurgist


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

EXHIBIT 5.13

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 143 Union Boulevard Suite 505 \| Lakewood, CO, USA 80228 \| T +1 (303) 330 0950			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Hugo Miranda
Name:		Hugo Miranda
Title:		Principal Mining Engineer


RPA 143 Union Boulevard Suite 505 \| Lakewood, CO, USA 80228 \| T +1 (303) 330 0950			www.rpacan.com

EXHIBIT 5.14

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Chester M. Moore
Name:		Chester M. Moore
Title:		Principal Geologist


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

EXHIBIT 5.15

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.


Yours very truly,

/s/ Brenna Scholey
Name:		Brenna Scholey
Title:		Principal Metallurgist


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

EXHIBIT 5.16

LOGO

CONSENT OF QUALIFIED PERSON

Barrick Gold Corporation

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission, as Principal Regulator

Autorité des marchés financiers du Québec

Nova Scotia Securities Commission

Financial and Consumer Services Commission, New Brunswick

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Nunavut Securities Office

Office of the Superintendent of Securities, Yukon Territory

United States Securities and Exchange Commission

Short Form Base Shelf Prospectus of Barrick Gold Corporation (the “Company”)

I have been named in the Short Form Base Shelf Prospectus and the Registration Statement as a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). I hereby consent to the use of my name in the Short Form Base Shelf Prospectus and in the Registration Statement and the use, inclusion or incorporation by reference of, and reference(s) to, the information that I have approved as a “qualified person” under NI 43-101 (the “QP Information”) in the Short Form Base Shelf Prospectus and in the Registration Statement.


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

LOGO

DATED this 16 ^th day of February, 2017.

Yours very truly,

/s/ Wayne W. Villiant

Name: Wayne W. Valliant

Title: Lead Principal Geologist


RPA 55 University Ave. Suite 501 \| Toronto, ON, Canada M5J 2H7 \| T +1 (416) 947 0907			www.rpacan.com

Exhibit 7.1

Indenture

Between

BARRICK GOLD CORPORATION

and

as Trustee

Dated as of , 201

Senior Debt Securities

Cross Reference Table*


Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		8.09
310(b)		8.08 and 8.10
311(a) and (b)		8.13
311(c)		Not applicable
312(a)		6.01 and 6.02(a)
312(b)		6.02(b)
312(c)		6.02(c)
313(a)		6.04(a)
313(b)		6.04(b)
313(c)		6.04(b)
313(d)		6.04(c)
314(a)		6.03; 5.04
314(b)		Not applicable
314(c)(1) and (2)		14.06
314(c)(3)		Not applicable
314(d)		Not applicable
314(e)		14.06
315(a), (c) and (d)		8.01
315(b)		7.08
315(e)		7.09
316(a)(1)		7.01 and 7.07
316(a)(2)		Omitted
316(a) last sentence		9.04
316(b)		7.04
317(a)		7.02
317(b)		5.03(a)
318(a) and (c)		14.08

*	This Cross-Reference Table does not constitute a part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.

TABLE OF CONTENTS


		Page
ARTICLE I

Definitions

SECTION 1.01.	Definitions of Terms		1
SECTION 1.02.	Other Definitions		9
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act		9
SECTION 1.04.	Rules of Construction		9

ARTICLE II

Form, Issue, Execution, Registration and Exchange of Securities

SECTION 2.01.	Forms Generally; Global Securities		10
SECTION 2.02.	Amount Unlimited; Issuable in Series		11
SECTION 2.03.	Denominations, Dates, Interest Payment and Record Dates		14
SECTION 2.04.	Execution, Authentication, Delivery and Dating		14
SECTION 2.05.	Exchange and Registration of Transfer of Securities		16
SECTION 2.06.	Mutilated, Destroyed, Lost or Stolen Securities		17
SECTION 2.07.	Temporary Securities		18
SECTION 2.08.	Cancelation of Securities Paid, etc		18
SECTION 2.09.	Interest Rights Preserved		18
SECTION 2.10.	Computation of Interest		19
SECTION 2.11.	Book-Entry Provisions for Global Securities		19
SECTION 2.12.	CUSIP and ISIN Numbers		20

ARTICLE III

Redemption of Securities—Sinking Fund

SECTION 3.01.	Applicability of Article		20
SECTION 3.02.	Notice of Redemption; Selection of Securities		21
SECTION 3.03.	Mandatory and Optional Sinking Funds		22
SECTION 3.04.	Payment of Securities on Redemption; Deposit of Redemption Price		23

ARTICLE IV

Satisfaction and Discharge; Defeasance

SECTION 4.01.	Satisfaction and Discharge		24
SECTION 4.02.	Company’s Option to Effect Legal Defeasance or Covenant Defeasance		25
SECTION 4.03.	Legal Defeasance		25

Table of Contents

(continued)


		Page
SECTION 4.04.	Covenant Defeasance		26
SECTION 4.05.	Conditions to Legal Defeasance or Covenant Defeasance		26
SECTION 4.06.	Deposited Moneys and Securities To Be Held in Trust by Trustee		28
SECTION 4.07.	Paying Agent To Repay Moneys Held		28
SECTION 4.08.	Return of Unclaimed Moneys		28
SECTION 4.09.	Reinstatement		28

ARTICLE V

Covenants of the Company

SECTION 5.01.	Payment of Principal, Premium and Interest		29
SECTION 5.02.	Office for Notices and Payments, etc		29
SECTION 5.03.	Provision as to Paying Agent		29
SECTION 5.04.	Annual Statement		30

ARTICLE VI

Securityholders Lists and Reports by the Company and the Trustee

SECTION 6.01.	Securityholders Lists		30
SECTION 6.02.	Preservation of Lists		31
SECTION 6.03.	Reports by the Company		31
SECTION 6.04.	Reports by the Trustee		31

ARTICLE VII

Remedies of the Trustee and Securityholders on Event of Default

SECTION 7.01.	Events of Default		32
SECTION 7.02.	Payment of Securities on Default; Suit Therefor		34
SECTION 7.03.	Application of Moneys Collected by Trustee		36
SECTION 7.04.	Proceedings by Securityholders		37
SECTION 7.05.	Proceedings by Trustee		37
SECTION 7.06.	Remedies Cumulative and Continuing		38
SECTION 7.07.	Direction of Proceedings and Waiver of Defaults by Majority of Securityholders		38
SECTION 7.08.	Notice of Default		39
SECTION 7.09.	Undertaking To Pay Costs		39

ARTICLE VIII

Concerning the Trustee

Table of Contents

(continued)


		Page
SECTION 8.01.	Duties and Responsibilities of Trustee		39
SECTION 8.02.	Reliance on Documents, Opinions, etc		41
SECTION 8.03.	No Responsibility for Recitals, etc		42
SECTION 8.04.	Trustee, Paying Agent or Security Registrar May Own Securities		43
SECTION 8.05.	Money To Be Held in Trust		43
SECTION 8.06.	Compensation and Expenses of Trustee		43
SECTION 8.07.	Officers’ Certificate as Evidence		44
SECTION 8.08.	Conflicting Interest of Trustee		44
SECTION 8.09.	Eligibility of Trustee		44
SECTION 8.10.	Resignation or Removal of Trustee		45
SECTION 8.11.	Acceptance by Successor Trustee		46
SECTION 8.12.	Succession by Merger, etc		47
SECTION 8.13.	Limitations on Rights of Trustee as a Creditor		47
SECTION 8.14.	Authenticating Agent		47

ARTICLE IX

Concerning the Securityholders

SECTION 9.01.	Action by Securityholders		48
SECTION 9.02.	Proof of Execution by Securityholders		49
SECTION 9.03.	Persons Deemed Absolute Owners		49
SECTION 9.04.	Company-Owned Securities Disregarded		49
SECTION 9.05.	Revocation of Consents; Future Holders Bound		49
SECTION 9.06.	Record Date for Securityholder Acts		50

ARTICLE X

Securityholders’ Meetings

SECTION 10.01.	Purposes of Meetings		50
SECTION 10.02.	Call of Meetings by Trustee		51
SECTION 10.03.	Call of Meetings by Company or Securityholders		51
SECTION 10.04.	Qualifications for Voting		51
SECTION 10.05.	Regulations		51
SECTION 10.06.	Voting		52
SECTION 10.07.	Right of Trustee or Securityholders Not Delayed		52

ARTICLE XI

Supplemental Indentures

SECTION 11.01.	Supplemental Indentures Without Consent of Securityholders		53
SECTION 11.02.	Supplemental Indentures With Consent of Securityholders		54

iii

Table of Contents

(continued)


		Page
SECTION 11.03.	Compliance with Trust Indenture Act; Effect of Supplemental Indentures		55
SECTION 11.04.	Notation on Securities		56
SECTION 11.05.	Evidence of Compliance of Supplemental Indenture To Be Furnished Trustee		56

ARTICLE XII

Consolidation, Amalgamation Merger, Conveyance, Transfer, Sale or Lease

SECTION 12.01.	Company May Consolidate, etc., Only on Certain Terms		56
SECTION 12.02.	Successor Person To Be Substituted		57
SECTION 12.03.	Opinion of Counsel To Be Given Trustee		57

ARTICLE XIII

Immunity of Incorporators, Shareholders, Officers and Directors

SECTION 13.01.	Indenture and Securities Solely Corporate Obligations		57

ARTICLE XIV

Miscellaneous Provisions

SECTION 14.01.	Provisions Binding on Company’s Successors		58
SECTION 14.02.	Official Acts by Successor Person		58
SECTION 14.03.	Addresses for Notices, etc		58
SECTION 14.04.	Governing Law; Waiver of Jury Trial		59
SECTION 14.05.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities		59
SECTION 14.06.	Evidence of Compliance with Conditions Precedent		60
SECTION 14.07.	Business Days		61
SECTION 14.08.	Trust Indenture Act to Control		61
SECTION 14.09.	Table of Contents, Headings, etc		61
SECTION 14.10.	Execution in Counterparts		61
SECTION 14.11.	Manner of Notice to Securityholders		61
SECTION 14.12.	Benefits of Indenture		62
SECTION 14.13.	Severability		62
SECTION 14.14.	U.S.A. Patriot Act		62

INDENTURE, dated as of , 201 , between BARRICK GOLD CORPORATION, a corporation duly organized and existing under the laws of the Province of Ontario (the “Company”) and , a , as trustee (the “Trustee”).

RECITALS

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in this Indenture.

AND WHEREAS all acts and things necessary to make this Indenture a valid agreement according to its terms have been done and performed, and the execution of this Indenture and the issue hereunder of the Securities have in all respects been duly authorized.

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed as follows for the benefit of each other and for the equal and ratable benefit of the Holders of Securities or of a series thereof, as the case may be:

ARTICLE I

Definitions

SECTION 1.01. Definitions of Terms. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.

Affiliate:

The term “Affiliate,” with respect to any specified Person, shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agent:

The term “Agent” shall mean any Security Registrar, Paying Agent or DTC Custodian.

Authenticating Agent:

The term “Authenticating Agent” shall mean any agent of the Trustee appointed and acting pursuant to Section 8.14.

Board of Directors:

The term “Board of Directors” shall mean the Board of Directors of the Company or any committee of such Board which is duly authorized.

Board Resolution:

The term “Board Resolution” shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or a committee thereof or other persons to whom authority has been duly delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

Business Day:

The term “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which the Trustee or banking institutions in New York City, New York, USA or Toronto, Ontario, Canada are obligated or authorized by law to close.

Capital Stock:

The term “Capital Stock” shall mean:

(a) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, and all options, warrants or other rights to purchase or acquire any of the foregoing; and

(b) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.

Commission:

The term “Commission” shall mean the Securities and Exchange Commission created under the Exchange Act, as from time to time constituted, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

Company:

The term “Company” shall mean the Person named as the “Company” in the first paragraph of this Indenture until any successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

Company Order:

The term “Company Order” shall mean a written order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, and by its Treasurer, any Assistant Treasurer, its Controller, any Assistant Controller, its Secretary or any Assistant Secretary, and delivered to the Trustee.

Corporate Trust Office of the Trustee:

The term “Corporate Trust Office of the Trustee” shall mean the designated office of the Trustee at which, at any particular time, its corporate trust business in respect of this Indenture shall be administered, which office at the date hereof is located at , Attention: , or such other address as the Trustee may designate from time to time by notice to the Company or the principal corporate trust office of any successor trustee (or such other address as a successor trustee may designate from time to time by notice to the Company).

Default:

The term “Default” shall mean any event which, with notice or lapse of time, or both, would constitute an Event of Default.

Definitive Security:

“Definitive Security” shall mean a certificated Security substantially in the form of Exhibit A hereto and registered in the name of the Holder thereof and issued in accordance with Section 2.01 hereof.

Depositary:

The term “Depositary,” with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, shall mean DTC, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company.

DTC:

The term “DTC” shall mean the Depository Trust Company, a New York corporation, and its successors.

DTC Custodian:

The term “DTC Custodian” shall mean the Trustee as custodian with respect to the Global Securities or any successor entity thereto.

Exchange Act:

The term “Exchange Act” shall mean the Securities Exchange Act of 1934 and any successor thereto, in each case as amended from time to time.

Foreign Government Obligations:

The term “Foreign Government Obligations” shall mean direct non-callable obligations of, or non-callable obligations guaranteed by, (a) a government other than that of the United States or (b) an agency of such a government, in each case for the payment of which obligations or guarantee the full faith and credit of such government is pledged.

Given:

The term “given,” with respect to any notice to be given to a Holder pursuant to this Indenture, shall mean notice (a) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depositary (in the case of a Global Security) or (b) sent to such Holder by first class mail, postage prepaid, at its address or by electronic transmission at its email address as it appears on the Security Register, in each case in accordance with Section 14.11. Notice so “given” shall be deemed to include any notice to be “mailed,” “sent” or “delivered,” as applicable, under this Indenture.

Global Securities:

The term “Global Securities” shall mean one or more Securities, substantially in the form of Exhibit A hereto, as appropriate, that bear the Global Securities Legend and that have the “Schedule of Exchanges of Interests in the Global Security” attached thereto, that are deposited with or on behalf of and registered in the name of the Depositary, and issued in accordance with Section 2.01 or Section 2.11.

Global Securities Legend:

The term “Global Securities Legend” shall mean the legend set forth in Section 2.11(g), which is required to be placed on all Global Securities issued under this Indenture.

IASB:

The term “IASB” shall mean the International Accounting Standards Board.

IFRS:

The term “IFRS” shall mean International Financial Reporting Standards as issued by the IASB in effect from time to time or, if different and if then used by the Company for the Company’s public financial reporting purposes in Canada, generally accepted accounting principles in Canada or the United States of America.

Indenture:

The term “Indenture” shall mean this instrument as originally executed or if amended or supplemented as herein provided, as so amended or supplemented.

Indirect Participant:

The term “Indirect Participant” shall mean a Person who holds a beneficial interest in a Global Security through a Participant.

Interest Payment Date:

The term “Interest Payment Date,” when used with respect to any Security, shall mean the date specified in such Security as the fixed date on which an installment of interest on such Security is due and payable.

Issue Date:

The term “Issue Date” shall mean, with respect to any series of Securities, the first date on which Securities of such series are issued under this Indenture.

Maturity:

The term “maturity,” when used with respect to any series of Securities, shall mean the date on which all or a portion of the principal of such Securities becomes due and payable as therein or herein provided, whether at the stated maturity thereof or by declaration of acceleration, call for redemption or otherwise.

Officers’ Certificate:

The term “Officers’ Certificate,” when used with respect to the Company, shall mean a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and by the Secretary or an Assistant Secretary of the Company. Each such certificate shall include the statements provided for in Section 14.06 if and to the extent required by the provisions of such Section.

Opinion of Counsel:

The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel who shall be reasonably satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 14.06 if and to the extent required by the provisions of such Section.

Original Issue Discount Security :

The term “Original Issue Discount Security” shall mean any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01.

Outstanding :

The term “Outstanding,” when used with reference to Securities of any series, shall, subject to the provisions of Section 9.04, mean, as of any particular time, all Securities of such series authenticated and delivered by the Trustee under this Indenture, except:

(a) Securities theretofore canceled by the Trustee or delivered to the Company or the Trustee for cancelation;

(b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); provided that, if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article III, or provision satisfactory to the Trustee shall have been made for giving such notice;

(c) Securities, or portions thereof, which shall have been discharged pursuant to Section 4.01 or as to which Legal Defeasance has been effected pursuant to Section 4.03; and

(d) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which have been paid, pursuant to the terms of Section 2.06.

In determining whether the Holders of the requisite aggregate amount of Outstanding Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01.

In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of all series voting as a class have concurred in any request, demand, authorization, direction, notice, consent or waiver under this Indenture as of any date, the principal amount of a Security denominated in any foreign currency or units that shall be deemed to be Outstanding for such purposes shall be the amount of United States dollars that could be obtained for the principal amount of such Security as denominated in such currency or currency unit on the basis of the spot rate of exchange for such currency or currency unit into United States dollars as of such date.

Participant:

The term “Participant,” with respect to the Depositary, shall mean a Person who has an account with the Depositary.

Paying Agent:

The term “Paying Agent” shall mean any Person authorized by the Company to pay the principal of or any premium or interest on the Securities of any series on behalf of the Company.

Person:

The term “Person” shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

Place of Payment:

The term “Place of Payment shall mean, when used with respect to the Securities of any series, the place or places where the principal of (and premium, if any) and interest, if any, on such Securities are payable as specified as contemplated by Sections 2.02(g) and 5.02.

Regular Record Date:

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series shall mean the date specified for that purpose as contemplated by Section 2.03.

Responsible Officer:

The term “Responsible Officer” or “Responsible Officers” when used with respect to the Trustee shall mean one or more of the following: the chairman of the board of directors, the vice chairman of the board of directors, the chairman of the executive committee, the president, any vice president, the secretary, the treasurer, any trust officer, any assistant trust officer, any second or assistant vice president, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, who shall have direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.

Securities Act:

The term “Securities Act” shall mean the Securities Act of 1933 and any successor thereto, in each case as amended from time to time.

Security or Securities :

The terms “Security” or “Securities” shall mean any Security or Securities, as the case may be, authenticated and delivered under this Indenture.

Securityholder :

The terms “Securityholder,” “Holder of Securities” or other similar terms, shall mean any person in whose name at the time a particular Security is registered on the Security Register.

Subsidiary :

The term “Subsidiary” shall mean any Person of which at least a majority of the outstanding Capital Stock having by the terms thereof ordinary voting power to elect a majority of the directors or similar governing body of such Person, irrespective of whether or not at the time stock of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency, is at the time owned or controlled directly or indirectly by the Company or by one or more Subsidiaries thereof or by the Company and one or more Subsidiaries.

Trustee :

The term “Trustee” shall mean until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. The term “Trustee” as used with respect to a particular series of the Securities shall mean only the Trustee with respect to that series.

Trust Indenture Act :

The term “Trust Indenture Act” shall mean the Trust Indenture Act of 1939 as in force at the date of this Indenture as originally executed; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

U.S. Government Obligations :

The term “U.S. Government Obligations” shall mean direct non-callable obligations of, or non-callable obligations guaranteed as to full and timely payment by, the United States or an agency thereof for the payment of which obligations or guarantee the full faith and credit of the United States is pledged.

SECTION 1.02. Other Definitions.


Term	Defined in Section
“Covenant Defeasance”		4.04
“Event of Default”		7.01
“Legal Defeasance”		4.03
“mandatory sinking fund payment”		3.03
“Notice of Default”		7.01
“optional sinking fund payment”		3.03
“Security Register”		2.05
“Security Registrar”		2.05
“sinking fund payment date”		3.03

SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Securities;

“indenture security holder” means a Holder of a Security;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Securities means the Company and any successor obligor upon the Securities.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act’s reference to another statute or defined by rules and regulations of the Commission under the Trust Indenture Act have the meanings so assigned to them.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(d) words in the singular include the plural, and in the plural include the singular;

(e) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time;

(f) unless the context otherwise requires, any reference to an “Article,” a “Section” or a “Subsection” refers to an Article, a Section or a Subsection, as the case may be, of this Indenture; and

(g) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

ARTICLE II

Form, Issue, Execution, Registration and Exchange of Securities

SECTION 2.01. Forms Generally; Global Securities. (a) The Securities of each series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially in the form set forth in Exhibit A hereto or as provided in a Board Resolution, an Officers’ Certificate or one or more indentures supplemental hereto and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture or any relevant Board Resolution, Officers’ Certificate or indenture supplemental hereto, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any national securities exchange on which Securities of that series may be listed, or to conform to usage. If the form of Securities of any series is established by a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery to the Trustee of the Company Order contemplated by Section 2.04 for the authentication and delivery of such Securities.

(b) Global and Definitive Securities . Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Securities Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Securities issued in definitive form, if any, shall be substantially in the form of Exhibit A attached hereto (but without the Global Securities Legend thereon and without the “Schedule of Exchanges of Interests in the Global Security” attached thereto) and shall be printed, lithographed or engraved or produced by a combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officer or officers of the Company executing such Securities, as evidenced by their execution of such Securities. Each Global Security shall represent such of the Outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, payments and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.11 hereof.

(c) Exchange of Global Security For Definitive Securities . Except as provided below, owners of beneficial interests in Global Securities of any series shall not be entitled to receive Definitive Securities in exchange for their beneficial interests in a Global Security. Definitive Securities shall be transferred to all beneficial owners of a series in exchange for their beneficial interests in a Global Security if (i) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as Depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Security Registrar an Officers’ Certificate stating that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to such series has occurred and is continuing and the Security Registrar has received a request from the Depositary.

In connection with the exchange of a portion of a Definitive Security for a beneficial interest in a Global Security, the Trustee shall cancel such Definitive Security, and the Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Security representing the principal amount not so exchanged.

The terms and provisions contained in Securities shall constitute, and are hereby expressly made, a part of this Indenture, only with respect to Securities of the particular series, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

SECTION 2.02. Amount Unlimited; Issuable in Series . The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in a Board Resolution, an Officers’ Certificate or one or more indentures supplemental hereto, prior to the issuance of Securities of any series, the terms of Securities of such series, including:

(a) the title of the Securities of such series (which shall distinguish the Securities of such series from all other Securities);

(b) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series under Sections 2.01, 2.05, 2.06, 2.11, 3.02, 11.04 and 12.02);

(c) the date or dates on which the principal of, and premium, if any, on the Securities of such series is payable or the manner of determining the same;

(d) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, or the method of calculation of such a rate or rates, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the determination of Holders of such Securities to whom interest is payable on any Interest Payment Date;

(e) if other than in United States dollars, the currency or currencies (which may be any foreign currency or units) in which the principal of, and premium, if any, and interest on Securities of such series shall be payable;

(f) if the currency in which principal of, and premium, if any, and interest on such Securities may be payable is to be at the election of the Company or the Holders thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;

(g) the place or places where the principal of, and premium, if any, and interest on the Securities of such series shall be payable, where the Securities of such series may be presented for registration of transfer and for exchange and where notices to or upon the Company in respect of such Securities may be served (if other than or in addition to the offices and agencies of the Company named in Section 5.02);

(h) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of such series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise, if the Company shall have such option; ^.

(i) the obligation, if any, of the Company to redeem or purchase Securities of such series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(j) if other than denominations of $2,000 and any integral multiple of $1,000 (or the equivalent thereof in any foreign currency or units), the denominations in which Securities of such series shall be issuable;

(k) if other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 7.01 (or the method by which such portion shall be determined);

(l) additional Events of Default with respect to Securities of such series, if any, other than those set forth herein;

(m) if other than the Trustee named in the first paragraph of this Indenture or a successor trustee appointed pursuant to Section 8.10, the Trustee with respect to the Securities of such series;

(n) any Paying Agent (if other than the Trustee), Authenticating Agent or Security Registrar with respect to the Securities of such series;

(o) if the Securities of the series shall be issued in whole or in part in the form of a Global Security, the terms and conditions, if other than as set forth in Section 2.01 or Section 2.11, upon which such Global Security may be exchanged in whole or in part for other individual Definitive Securities of such series, the Depositary for such Global Security and the form of any legend or legends to be borne by any such Global Security in addition to or in lieu of the Global Securities Legend;

(p) the terms, if any, upon which the Securities of the series may be convertible into or exchanged for any of the Company’s common shares, preferred shares, other debt securities or warrants for common shares, preferred shares or other securities of any kind and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions;

(q) the applicability of, and any changes or additions to Article IV;

(r) the applicability of, and any addition to or change in, the covenants (and the related definitions) set forth in Articles V or XII which applies to Securities of the series;

(s) the terms applicable to Original Issue Discount Securities, including the rate or rates at which original issue discount will accrue; and

(t) any other terms of Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical except as to issue date, issue price, the first Interest Payment Date and the first date from which interest will accrue. Unless otherwise provided, any series of Securities may be reopened for issuances of additional Securities of such series.

If any of the terms of such series are established by a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery to the Trustee of the Company Order contemplated by Section 2.04 for the authentication and delivery of such Securities.

SECTION 2.03. Denominations, Dates, Interest Payment and Record Dates. The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 2.02. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 (or the equivalent thereof in any foreign currency or units).

Each Security shall be dated the date of its authentication and shall bear interest from such date, which shall be payable on such date or dates, as shall be specified as contemplated by Section 2.02.

The person in whose name any Security of any series is registered at the close of business on any Regular Record Date applicable to a particular series with respect to any Interest Payment Date for such series shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancelation of such Security upon any registration of transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided , however , that if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date for such series, such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date established by notice given by or on behalf of the Company to the Holders of Securities not less than 15 days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest. The term “Regular Record Date” used with respect to any Interest Payment Date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the Securities of any particular series, or, if no such date is so specified, if such Interest Payment Date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such Interest Payment Date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such Regular Record Date is a Business Day.

SECTION 2.04. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile. In the case of Definitive Securities of any series, such signatures may be imprinted or otherwise reproduced on such Securities.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of than have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. In authenticating such Securities, and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 8.01) shall be fully protected in relying upon:

(a) a Board Resolution setting forth the form and the terms of the Securities of such series;

(b) an executed supplemental indenture, if any, creating such series of Securities;

(d) an Opinion of Counsel stating:

(i) if the form of such Securities has been established by a Board Resolution, Officers’ Certificate or supplemental indenture as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;

(ii) if the terms of such Securities have been established by a Board Resolution, Officers’ Certificate or supplemental indenture as permitted by Section 2.02, that such terms have been established in conformity with the provisions of this Indenture;

(iii) that this Indenture and any supplemental indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and

(iv) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.

If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series.

The Trustee shall not be required to authenticate, or to cause any Authenticating Agent to authenticate, Securities if the issuance of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Unless otherwise provided in the form of Securities of any series, each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form set forth in Exhibit A hereto or in an indenture supplemental hereto, executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

SECTION 2.05. Exchange and Registration of Transfer of Securities. Securities may be exchanged for one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. Securities to be exchanged shall be surrendered at any of the offices or agencies to be maintained by the Company for such purpose as provided in Section 5.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Securityholder making the exchange shall be entitled to receive.

The Company shall keep, at one of said offices or agencies, a register or registers (each, a “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register or cause to be registered Securities and shall register or cause to be registered the transfer of Securities as in this Article II provided. Each Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times such Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security at any such office or agency, the Company shall execute and register or cause to be registered and the Trustee shall authenticate and deliver in the name of the transferee or transferees one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

All Securities presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company or the Security Registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Security Registrar, as applicable, duly executed by, the Holder or the attorney of such Holder duly authorized in writing.

No service charge shall be made for any exchange or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Company shall not be required to exchange or register a transfer of (a) Securities of any series for a period of 15 days next preceding any selection of Securities of that series to be redeemed; (b) any Securities selected, called or being called for redemption or tendered for purchase (and not withdrawn) except, in the case of any Security to be redeemed or tendered in part, the portion thereof not to be so redeemed or tendered; or (c) any Securities between a Regular Record Date and the next succeeding Interest Payment Date.

Additional provisions with respect to Global Securities are set forth in Section 2.11 and the provisions of this Section 2.05 are, with respect to Global Securities, subject to such Section 2.11.

SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Securities. In case any Security shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may, and upon satisfaction of the requirements of the next succeeding sentence shall, execute, and upon its request the Trustee shall authenticate and deliver, a new Security of the same series and of like form and principal amount and bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company, the Trustee, any Paying Agent, Authenticating Agent or Security Registrar such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft of Securities, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Securities and of the ownership thereof.

The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Security which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Security, pay or authorize the payment of the same (without surrender thereof except for the case of a mutilated Security) if the applicant for such payment shall furnish to the Company, the Trustee, any Paying Agent, Authenticating Agent or Security Registrar such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.

Every substituted Security of any series issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not such destroyed, lost or stolen Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 2.07. Temporary Securities. Pending the preparation of Definitive Securities of any series, the Company may execute and the Trustee shall authenticate and deliver temporary Securities of such series (printed, lithographed or otherwise reproduced). Temporary Securities of any series shall be issuable in any authorized denomination and substantially in the form of the Definitive Securities of such Securities but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security of such series shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the Definitive Securities of such series. Without unreasonable delay the Company will execute and register and will deliver to the Trustee Definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor, at the principal office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of Definitive Securities. Such exchange shall be made by the Company at its own expense and without any charge therefor to the Securityholders. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities of such series authenticated and delivered hereunder.

SECTION 2.08. Cancelation of Securities Paid, etc. All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall be surrendered to the Trustee for cancelation and promptly canceled by it and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. If the Company shall acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are canceled by the Trustee.

SECTION 2.09. Interest Rights Preserved . Each Security of any series delivered under this Indenture upon transfer of, in exchange for or in lieu of any other Security of such series shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security of such series, and each such Security of such series shall be so dated that neither gain nor loss of interest shall result from such transfer, exchange or substitution.

SECTION 2.10. Computation of Interest. Except as otherwise specified as contemplated by Section 2.02, for Securities of any series, interest, if any, on the Securities of such series shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which interest calculated under a Security for any period in any calendar year (the “calculation period”) is equivalent, is the rate payable under a Security in respect of the calculation period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the calculation period.

SECTION 2.11. Book-Entry Provisions for Global Securities.

(a) This Section 2.11 shall apply only to Global Securities deposited with the Depositary.

(b) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary and (ii) be delivered to the custodian for such Depositary.

(c) Participants and Indirect Participants shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or any custodian of the Depositary or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.

(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities.

(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.11(b), such Global Security shall be deemed to be surrendered to the Trustee for cancelation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.

(f) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (i) the Depositary for such Global Security (or its agent) or (ii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

(g) The Global Securities shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(h) The Trustee and each Agent are hereby authorized to act in accordance with any applicable procedures of the Depositary with respect to any transaction involving a Global Security.

SECTION 2.12. CUSIP and ISIN Numbers. The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption or exchange or offers to purchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption or exchange or offers to purchase and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption, exchange or offer to purchase shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.

ARTICLE III

Redemption of Securities—Sinking Fund

SECTION 3.01. Applicability of Article. There may be established by a Board Resolution, Officers’ Certificate or indenture supplemental hereto, redemption, amortization and sinking fund provisions for any series of Securities; and the provisions of this Article III shall be applicable to the Securities of any series that are redeemable prior to their stated maturity or to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 2.02 for Securities of such series.

In addition, the Company and its Affiliates may purchase Securities from the Holders thereof from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices or otherwise. Any Securities purchased by the Company or any of its Affiliates may, at the purchaser’s discretion, be held, resold or canceled.

SECTION 3.02. Notice of Redemption; Selection of Securities. Notice of redemption to each Holder of Securities of any series to be redeemed as a whole or in part shall be given in the manner provided in Section 14.11 not less than 15 nor more than 60 days prior to the date fixed for redemption. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. In any case, failure duly to give such notice, or any defect in such notice, to the Holder of any Security of any series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

Each such notice shall specify the date fixed for redemption, the places of redemption and the redemption price at which such Securities are to be redeemed (or the manner of calculating such redemption price if not then determinable), any applicable conditions precedent and the procedures for notice to the Trustee and Holders of any failure or delay to satisfy such conditions, and shall state that payment of the redemption price of such Securities or portion thereof to be redeemed will be made on surrender of such Securities at such places of redemption, that interest accrued to the date fixed for redemption will be paid as specified in such notice, and that from and after such date interest thereon will cease to accrue. If less than all the Securities of such series are to be redeemed, the notice shall specify the Securities of such series or portions thereof to be redeemed. In case any Security of any series is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed (which, unless otherwise specified pursuant to Section 2.02, shall be $2,000 or any integral multiple thereof, or the equivalent thereof in any foreign currency or units) and shall state that, upon surrender of such Security, a new Security or Securities in aggregate principal amount equal to the unredeemed portion thereof will be issued.

If less than all of the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the redemption date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, in accordance with the applicable rules and procedures of the Depositary, in the case of Global Securities, or, if the Securities are not represented by Global Securities, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series.

SECTION 3.03. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment established by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount allowed by the terms of Securities of any series is herein referred to as an “optional sinking fund payment.” The last date on which a sinking payment with respect to any series of Securities may be made in each year is herein referred to as the “sinking fund payment date.”

At its option, the Company may reduce or satisfy its obligation to make any mandatory sinking fund payment with respect to Securities of any series by delivering to the Trustee or any Paying Agent at least 45 days before the sinking fund payment date (unless a shorter period shall be acceptable to the Trustee) an Officers’ Certificate stating the election of the Company to have credited against such mandatory sinking fund payment (a) a specified principal amount of Securities of such series which have been acquired (otherwise than by redemption) by the Company at any time, (b) a specified principal amount or Securities of such series which have been called for redemption (otherwise than through operation of the mandatory or optional sinking fund) and which are no longer Outstanding, (c) a specified principal amount of Securities of such series which have been called for redemption through operation of the optional sinking fund and which are no longer Outstanding or (d) any combination of the foregoing. Each Officers’ Certificate shall state the principal amount of Securities of such series issued and Outstanding at the date of such Officers’ Certificate, that no Event of Default with respect to the Securities of such series has occurred and is continuing and that the Securities of such series forming the basis of such credit do not include any Securities of such series theretofore redeemed or called for redemption pursuant to any mandatory sinking fund so credited against any mandatory sinking fund payment pursuant to this Section 3.03, and shall be accompanied by any Securities of such series being so credited which have not theretofore been delivered to the Trustee for cancelation. All Securities of any series made the basis of a credit against a mandatory sinking fund payment with respect to such series shall be credited at 100% of the principal amount thereof.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash plus any unused balance of any preceding sinking fund payments made in cash, and not held for payment or redemption of particular Securities, shall exceed $50,000 (or the equivalent thereof in any foreign currency or units), or such lesser sum as the Company shall have requested with respect to the Securities of any series, the Company shall call for redemption on the relevant sinking fund payment date Securities of such series or portions thereof sufficient to exhaust all such cash as nearly as possible, at the sinking fund redemption price of 100% of principal amount thereof together with accrued interest to the date fixed for redemption. Promptly following the giving to the Trustee or any Paying Agent of the Officers’ Certificates provided for in the preceding paragraph, the Company shall select, in the manner provided in Section 3.02, for redemption on the next sinking fund payment date the Securities of such series or portions thereof to be redeemed, and shall thereupon cause notice of redemption of such Securities to be given in the manner provided in Section 3.02 for the redemption of Securities in part at the option of the Company, except that the notice of redemption shall also indicate that such Securities are being redeemed through operation of the mandatory or optional sinking fund or both, as the case may be. Subject to the provisions of Section 3.04, any sinking fund moneys not so applied to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect to such Securities and, together with such payment, shall be applied in accordance with the provisions of this Section 3.03. Any and all sinking fund moneys held on the stated maturity date of the Securities of any series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series, shall be applied, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at maturity.

SECTION 3.04. Payment of Securities on Redemption; Deposit of Redemption Price. If notice of redemption shall have been given as provided either in Section 3.02 or Section 3.03 and any conditions set forth therein have been satisfied or waived, such Securities or portions of Securities called for redemption shall become due and payable on the date and at the places stated in such notice at the applicable redemption price, together (subject to the proviso below) with interest accrued to the date fixed for redemption of such Securities, and on and after such date, fixed for redemption (provided that the Company shall have deposited prior to such date of redemption the amount sufficient to pay the redemption price together with interest accrued to the date fixed for redemption), interest on the Securities or portions thereof so called for redemption shall cease to accrue and such Securities or portions thereof shall be deemed not to be entitled to any benefit under this Indenture except to receive payment of the redemption price together with interest accrued thereon to the date fixed for redemption. On presentation and surrender of such Securities at such a place of payment in such notice specified, such Securities or the specified portions thereof shall be paid and redeemed at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided, however, that, unless otherwise specified as contemplated by Section 2.02, if the redemption date for a series of Securities falls after a Regular Record Date and prior to the corresponding Interest Payment Date for such series, any accrued interest payable upon such redemption will be payable to the Holders of such Securities registered as such at the close of business on the relevant Regular Record Date according to their terms.

The Company shall not redeem any Securities of any series with sinking fund payments or mail any notice of redemption of Securities of such series during the continuance of any Event of Default with respect to such series, except that where notice of redemption of any Securities or such series theretofore has been mailed, the Company shall redeem such Securities provided that funds have theretofore been deposited for such purpose. Except as aforesaid, with respect to any series of Securities, any moneys in the sinking fund for such series, and any moneys thereafter paid into the mandatory or optional sinking fund for such series, shall during such continuance be held as security for the payment of all the Securities of such series; provided , however , that in case such Event of Default with respect to such series shall have been waived pursuant to this Indenture or otherwise cured, such moneys shall thereafter be held and applied in accordance with the provisions of this Article III.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, and premium, if any, shall until paid bear interest from the date set for redemption at the rate borne by such Security or, in the case of an Original Issue Discount Security, at the rate specified therein.

Upon surrender of any Security redeemed in part only, the Company shall execute and register, and the Trustee shall authenticate and deliver, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Security so surrendered.

ARTICLE IV

Satisfaction and Discharge; Defeasance

SECTION 4.01. Satisfaction and Discharge. If at any time (a) the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on all the Outstanding Securities of a series as and when the same shall have become due and payable, (b) the Company shall have delivered to the Trustee for cancelation all Securities of a series theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) or (c) (i) all such Securities of a series not theretofore delivered to the Trustee for cancelation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption and (ii) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any Paying Agent to the Company in accordance with Section 4.08 or moneys paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws), U.S. Government Obligations or, in the case of Securities of a series denominated in a foreign currency, Foreign Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, or a combination of cash and U.S. Government Obligations or Foreign Government Obligations, as the case may be, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers selected by the Company (only if any U. S. Government Obligations or Foreign Government Obligations are so included), without consideration of any reinvestment of interest, to pay at maturity all Outstanding Securities of such series not theretofore delivered to the Trustee for cancelation, including principal, and premium, if any, and interest due or to become due to such date of maturity, as the case may be, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then the Company shall be deemed to have been discharged from its obligations with respect to such Securities and this Indenture shall cease to be of further effect with respect to such series (except as to (A) rights of registration of transfer and exchange of Securities of such series, and the Company’s right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities of such series, (C) rights of Securityholders to receive, solely from the trust fund described in Section 4.05 and as more fully set forth in such Section, payments of principal thereof and premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration of maturity) and remaining rights, if any, of the Holders of Securities of such series to receive sinking fund payments, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series of Securities.

SECTION 4.02. Company ’ s Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a Board Resolution, at any time elect to have Section 4.03 or Section 4.04 applied to any Securities or any series of Securities, as the case may be, upon compliance with the conditions set forth in Section 4.05.

SECTION 4.03. Legal Defeasance. Upon the Company’s exercise under Section 4.02 hereof to have this Section 4.03 applied to any series of Securities, the Company shall be deemed to have been discharged from its obligations with respect to such Securities on and after the date the conditions set forth in Section 4.05 are satisfied (hereinafter called “Legal Defeasance”). For this purpose, “Legal Defeasance” means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 4.05 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due;

(b) the Company’s obligations with respect to such Securities under Sections 2.05, 2.06, 2.11 and 5.02;

(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the obligations of the Company in connection therewith; and

(d) the Legal Defeasance provisions of this Article IV.

Subject to compliance with this Article IV, the Company may exercise its option to have this Section applied to Securities of any series notwithstanding the prior exercise of its option to have Section 4.04 applied to such Securities.

SECTION 4.04. Covenant Defeasance. Upon the Company’s exercise of its option under Section 4.02 hereof to have this Section 4.04 applied to any series of Securities, (a) the Company shall be released from its obligations under Sections 5.03 through 5.04, inclusive, Section 6.03, Section 12.01, any covenants provided pursuant to Sections 11.01(b) or 11.01(i) and any covenants made applicable to such series of Securities that are subject to defeasance pursuant to the terms of the Board Resolution, Officers’ Certificate or supplemental indenture establishing the terms of such Securities pursuant to Section 2.02 and (b) the failure to comply with the terms of any such Sections or any such additional covenants or any additional Events of Default provided pursuant to Sections 11.01(b) or 11.01(i) and any Events of Default made applicable to such series of Securities that are subject to defeasance pursuant to the terms of the Board Resolution, Officers’ Certificate or supplemental indenture establishing the terms of such Securities pursuant to Section 2.02 shall be deemed not to be or result in a Default or an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 4.05 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section or any such additional covenant or Event of Default, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and the payment of the Securities may not be accelerated because of any such failure to comply or Event of Default, but the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 4.05. Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 4.03 or Section 4.04 to any series of Securities, as the case may be:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such Securities, cash in U.S. dollars, U.S. Government Obligations or, in the case of Securities of a series denominated in a foreign currency, Foreign Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers selected by the Company (only if any U. S. Government Obligations or Foreign Government Obligations are so included), without consideration of any reinvestment of interest, to pay the principal of, premium, if any, and interest on such Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that:

(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(ii) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and beneficial owners of such Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders and beneficial owners of such Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) the Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Agency to the effect that the Holders and beneficial owners of such Securities will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such Legal Defeasance and Covenant Defeasance and will be subject to Canadian federal and provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such Legal Defeasance or Covenant Defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Outstanding Securities include Holders who are not resident in Canada);

(e) no Default or Event of Default shall have occurred and be continuing with respect to such series of Securities on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

(f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default or an Event of Default under this Indenture with respect to such series of Securities (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; and

(g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance with respect to such series of Securities have been complied with.

SECTION 4.06. Deposited Moneys and Securities To Be Held in Trust by Trustee. All moneys and Securities deposited with the Trustee pursuant to Section 4.01 or Section 4.05 shall be held in trust and applied by it to the payment either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the Holders of the particular Securities for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and premium, if any, and interest.

SECTION 4.07. Paying Agent To Repay Moneys Held. Upon the satisfaction and discharge of this Indenture with respect to the Securities of any series (including by way of Legal Defeasance) all moneys then held by any Paying Agent of the Securities of such series (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 4.08. Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee for payment of the principal of or premium, if any, or interest on the Securities of any series and not applied but remaining unclaimed by the Holders of the Securities of such series for two years after the date upon which the principal of or premium, if any, or interest on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand and all liability of the Trustee shall thereupon cease, and any Holder of any of the Securities of such series shall thereafter look only to the Company for any payment which such Holder may be entitled to collect.

SECTION 4.09. Reinstatement. If the Trustee is unable to apply any money, U.S. Government Obligations or Foreign Government Obligations in accordance with this Article IV by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligation under this Indenture with respect to the Securities of any series to which such money, U.S. Government Obligations or Foreign Government Obligations were to have been applied shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 or Section 4.05; until such time as the Trustee is permitted to apply such money, U.S. Government Obligations or Foreign Government Obligations in accordance with Section 4.01 or Section 4.05; provided , however , that if the Company has made any payment of interest or premium, if any, on or principal of any Securities of such series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee.

ARTICLE V

Covenants of the Company

SECTION 5.01. Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of the Holders each series of Securities that it will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities and this Indenture.

SECTION 5.02. Office for Notices and Payments, etc. So long as any of the Securities remain Outstanding, the Company (a) will maintain in each Place of Payment an office or agency where the Securities may be presented for registration of transfer and for exchange as provided in this Indenture, and where, at any time when the Company is obligated to make a payment upon Securities of any series (other than an interest payment as to which it has exercised its option to make such payment by check), the Securities may be presented for payment and (b) shall maintain at any such office or agency and at its principal office, an office or agency where notices and demands to or upon the Company in respect of the Securities or of this Indenture may be served. The Company will give to the Trustee written notice of the location of each such office or agency and of any change or location thereof. In case the Company shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations may be made and notices and demands may be served at the Corporate Trust Office of the Trustee.

SECTION 5.03. Provision as to Paying Agent. (a) Whenever the Company shall appoint a Paying Agent other than the Trustee with respect to the Securities of any series, it shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.03:

(i) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series;

(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of and premium, if any, or interest on the Securities of such series when the same shall be due and payable; and

(iii) that it will at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

(b) If the Company shall act as its own Paying Agent with respect to the Securities of any series, it will, on or before each due date of the principal of and premium, if any, or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal and premium, if any, or interest so becoming due and will notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of and premium, if any, or interest on the Securities of such series when the same shall become due and payable.

(c) Anything in this Section 5.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any Paying Agent hereunder, as required by this Section 5.03, such sums to be held by the Trustee upon the trusts herein contained.

(d) Anything in this Section 5.03 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.03 is subject to Sections 4.07 and 4.08.

SECTION 5.04. Annual Statement. So long as any Securities remain Outstanding, the Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, beginning with the fiscal year immediately following the date of the initial issuance of Securities under this Indenture, an Officers’ Certificate (that need not comply with Section 14.06) from the principal executive officer, the principal financial officer or the principal accounting officer of the Company, as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided for hereunder).

ARTICLE VI

Securityholders Lists and Reports by the Company and the Trustee

SECTION 6.01. Securityholders Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Securities of each series (in each case to the extent (and only to the extent) such information is known to the Company):

(a) semi-annually at least 15 days after each Regular Record Date for the payment of interest on Securities of such series, and

(b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information is furnished;

provided , however , that so long as the Trustee shall be the Security Registrar of the Securities of such series, such list shall not be required to be furnished.

SECTION 6.02. Preservation of Lists. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of each series of Securities contained in the most recent list furnished to it as provided in Section 6.01 or maintained by the Trustee in the capacity as Security Registrar for the Securities of such series, if so acting. The Trustee may destroy any list furnished to it as provided in Section 6.01 upon receipt of a new list so furnished.

(b) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture.

(c) Each Holder of Securities of any series, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Paying Agent nor the Authenticating Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of the Securities of such series in accordance with the Trust Indenture Act, regardless of the source from which such information was derived.

SECTION 6.03. Reports by the Company. The Company shall file with the Trustee within 15 days after it files them with the Commission copies of the annual reports and of the information, documents and other reports which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. It is expressly understood that materials transmitted electronically by the Company to the Trustee or filed pursuant to the Commission’s EDGAR system (or any successor electronic filing system) shall be deemed filed with the Trustee and transmitted to Holders for purposes of this Section 6.03.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 6.04. Reports by the Trustee. (a) The Trustee shall transmit to Securityholders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each March 31 following the date of the initial issuance of Securities under this Indenture deliver to Securityholders a brief report, dated as of such March 31, which complies with the provisions of such Section 313(a).

(b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

(c) A copy of each such report shall, at the time of such transmission to all Securityholders, be filed by the Trustee with each national securities exchange, if any, upon which the Securities of any series are listed and also with the Commission. The Company shall notify the Trustee when any series of Securities is listed by the Company on any national securities exchange.

ARTICLE VII

Remedies of the Trustee and Securityholders on Event of Default

SECTION 7.01. Events of Default . Each of the following constitutes an “Event of Default” with respect to the Securities of any series:

(a) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days;

(b) default in the payment of the principal of or premium, if any, on any Securities of such series or in the payment of any mandatory sinking fund payment as and when the same shall become due and payable at the maturity thereof (whether at the stated maturity thereof or upon declaration of acceleration or call for redemption or otherwise);

(c) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in the Securities of such series or in this Indenture (other than a covenant or agreement, the performance of which or the breach of which is included in this Indenture or an indenture supplemental hereto solely for the benefit of a series of Securities other than that series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee by registered mail or by overnight air courier guaranteeing next day delivery, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities of such series at the time Outstanding;

(d) any additional Event of Default established with respect to the Securities of such series pursuant to Section 2.02;

(e) the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Company under Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), each as now constituted or hereafter amended, or any other applicable federal, provincial or. state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(f) the filing by the Company of a petition or answer or consent seeking relief under Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), each as now constituted or hereafter amended, or any other applicable federal, provincial or state bankruptcy, insolvency or other similar law, or the consent by it to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by the Company of an assignment for the benefit of creditors, or the failure of the Company generally to pay its debts as such debts become due, or the taking of corporate action by the Company in furtherance of any such action.

If an Event of Default (other than an Event of Default specified in Section 7.01(e) or 7.01(f)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the principal of all the Securities of such series (or, if the Securities of such series are Original Issue Discount Securities, such portion as may be specified in the terms of such series) to be due and payable immediately and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. If an Event of Default specified in Section 7.01(e) or 7.01(f) occurs and is continuing, the aggregate principal amount of, premium, if any, and accrued but unpaid interest on all Outstanding Securities shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

If, at any time after the principal (or, if the Securities of such series are Original Issue Discount Securities, such portion as may be specified in the terms of such series) of the Securities of such series shall have been so declared due and payable (except due to an Event of Default in the payment of the principal of or premium or interest on any Security), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all of the Securities of such series and the principal of and premium, if any, on any and all Securities of such series which shall have become due otherwise than by acceleration, with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal and premium, if any, at the rate borne by the Securities of such series (or, in the case or Original Issue Discount Securities, at the rate or respective rates specified in the terms of such Securities), to the date of such payment or deposit and all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any and all defaults under this Indenture, other than the non-payment of principal of and accrued interest on Securities of such series which shall have become due by acceleration of maturity, shall have been remedied, then and in every such case the Holders of a majority in aggregate principal amount of the Securities of such series then Outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to that series and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceeding had been taken.

SECTION 7.02. Payment of Securities on Default; Suit Therefor . The Company covenants that (a) in case of any default in the payment of any installment of interest upon any of the Securities of any series as and when the same shall become due and payable, and if such default shall have continued for a period of 30 days, or (b) in case of any default in the payment of the principal of and premium, if any, on any the Securities of any series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Securities of such series, the whole amount that then shall have so become due and payable on all such Securities of such series, for principal and premium, if any, or interest, or both, as the case may be , with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Securities of such series (or, in the case of Original Issue Discount Securities, at the rate or respective rates specified in the terms of such Securities) and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or wilful misconduct.

In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on the Securities of the particular series and collect in the manner provided by law out of the property of the Company or any other obligor on such series of Securities wherever situated the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Securities of any series under Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any similar judicial proceedings relative to the Company or other obligor upon the Securities of any series, or as the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.02, shall be entitled and empowered, by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such series are Original Issue Discount Securities, such principal amount as may be specified in the terms of such series) and premium, if any, and interest owing and unpaid in respect of the Securities of such series, and, in case of any judicial proceedings, to file such proofs and claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities of such series allowed in such judicial proceedings relative to the Company or any other obligor on the Securities of such series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of any series of Securities, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees and expense incurred by it up to the date of such distribution. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.06 hereof out of the estate in any such proceeding, shall be unpaid for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee or other similar committee.

All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series may be enforced by the Trustee without the possession of any of the Securities of such series, or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the series of Securities in respect of which such action was taken.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent or to accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

SECTION 7.03. Application of Moneys Collected by Trustee . Any moneys or property collected by the Trustee, and after an Event of Default any moneys or other property distributable in respect of the Company’s obligations under this Indenture with respect to any series of Securities, shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Securities of such series, and notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due to the Trustee pursuant to Section 8.06.

SECOND: In case the principal of the Outstanding Securities of such series in respect of which such moneys have been collected shall not have become due and be unpaid, to the payment of interest on the Securities of such series, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest as the rate borne by the Securities of such series (or, in the case of Original Issue Discount Securities, at the rate or respective rates specified in the terms of such Securities), such payments to be made ratably to the persons entitled thereto.

THIRD: In case the principal of the Outstanding Securities of such series in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Securities of such series (or, in the case of Original Issue Discount Securities, at the rate or respective rates specified in the terms of such Securities); and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and premium, if any, and interest without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and premium, if any, and accrued and unpaid interest; and

FOURTH: To the payment of the remainder, if any, to the Company, its successors or assigns, or to whosoever may be lawfully entitled to the same, or as a court of competent jurisdiction may determine.

SECTION 7.04. Proceedings by Securityholders . No Holder of any Security of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Securities of such series and of the continuance thereof, (b) the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder, (c) such Holder or Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, (d) the Trustee, for 60 days after its receipt of such notice, request and offer of security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding, and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series; it being understood and intended, and being expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more Holders of Securities shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Securities of the same series, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the same series.

Notwithstanding any other provisions in this Indenture, however, the rights of any Holder of any Security to receive payment of the principal of and premium, if any, and interest on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired without the consent of such Holder.

SECTION 7.05. Proceedings by Trustee . In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

SECTION 7.06. Remedies Cumulative and Continuing . All powers and remedies given by this Article VII to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Securities in exercising any right or power accruing upon default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article VII or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.

SECTION 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Securityholders . With respect to the Securities of any series, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided , however , that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action or proceeding so directed conflicts with this Indenture or may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action or proceeding so directed could involve the Trustee in personal liability or would be unduly prejudicial to the rights of Securityholders not joining in such directions (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders). The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directions. Prior to any declaration accelerating the maturity of the Securities of any series, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding may on behalf of all of the Holders of the Securities of such series waive any past Default or Event of Default hereunder and its consequences except a default in the payment of principal of, or premium, if any, or interest on the Securities of such series. Upon any such waiver the Company, the Trustee and the Holders of the Securities of such series (or of all Securities, as the case may be) shall be restored to their former positions and rights thereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Wherever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.07, said Default or Event of Default shall for all purposes of the Securities so affected and this Indenture to be deemed to have been cured and to be not continuing.

SECTION 7.08. Notice of Default . The Trustee shall, within 90 days after the occurrence of a Default with respect to the Securities of any series, give to all Holders of the Securities of such series, in the manner provided in Section 14.11, notice of all Defaults actually known to a Responsible Officer of the Trustee, unless such Defaults shall have been cured or waived before the giving of such notice. Except in the case of default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or in the making of any mandatory sinking fund payment, the Trustee shall be protected in withholding such notice if and so long as its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities of such series. The Trustee shall not be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee assigned to the corporate trust division of the Trustee shall have actual knowledge of such Default or Event of Default.

SECTION 7.09. Undertaking To Pay Costs . All parties to this Indenture agree and each Holder of any Securities by acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees , against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 7.09 shall not apply to any suit instituted by the Trustee, or to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of the Securities of any series Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or premium, if any, or interest on any Security of any series on or after the due date expressed in such Security.

ARTICLE VIII

Concerning the Trustee

SECTION 8.01. Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of such series and after the curing or waiving of all Events of Default with respect to the Securities of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that:

(a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all Events of Default with respect to such Securities which may have occurred,

(i) the duties and obligations of the Trustee with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture; and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of no less than a majority in principal amount of the Holders of the Securities of a particular series at the time Outstanding determined as provided in Section 9.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon, the Trustee under this Indenture.

(d) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder. The permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.

(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 8.01.

SECTION 8.02. Reliance on Documents, Opinions, etc. Except as otherwise provided in Section 8.01:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request , direction, order or demands of the Company mentioned herein shall be sufficiently evidenced by a Company Order or an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

(c) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders of Securities of any series, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the then Outstanding Securities of all series affected; provided , however , that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require security or indemnity reasonably satisfactory to it against such expense or liability as a condition to so proceeding;

(g) no provision of this Indenture shall require the Trustee to extend or risk its own funds or otherwise incur any financial liability in its performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it;

(h) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder, either directly or by or through agents or attorneys; provided , however , that the Trustee shall not be liable for the conduct or acts of any such agent or attorney that shall have been appointed in accordance herewith with due care;

(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation, its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder;

(j) in no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(k) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to furnish the Trustee with Officers’ Certificates, Company Orders and any other matters or directions pursuant to this Indenture; and

(l) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 8.03. No Responsibility for Recitals, etc . The recitals contained herein and in the Securities of any series (except in the certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Indenture or of the Securities of any series. The Trustee shall not be accountable for the use or application by the Company of any Securities or the proceeds of any Securities authenticated and delivered by the Trustee in conformity with the provisions of this Indenture or for any money paid to the Company or upon the Company’s directions under any provision of this Indenture. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Company, and shall not be responsible for any statement in any document used in connection with the sale of any Securities.

SECTION 8.04. Trustee, Paying Agent or Security Registrar May Own Securities. The Trustee and any Paying Agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, Paying Agent or Security Registrar.

SECTION 8.05. Money To Be Held in Trust. Subject to the provisions of Section 4.08, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it thereunder.

SECTION 8.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or wilful misconduct. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or wilful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 8.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a Lien prior to that of the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of any particular series of Securities. The obligations of the Company under this Section 8.06 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee subject to the provisions of Articles IV and VIII. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(e) or (f) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any bankruptcy law. “Trustee” for the purposes of this Section 8.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided , however , that the negligence or wilful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

SECTION 8.07. Officers ’ Certificate as Evidence. Except as otherwise provided in Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture in reliance thereon.

SECTION 8.08. Conflicting Interest of Trustee. If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. There shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act, to the extent permitted by such Act, each series of Securities issued under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

SECTION 8.09. Eligibility of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof or of the District of Columbia authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section 8.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10.

SECTION 8.10. Resignation or Removal of Trustee . (a) The Trustee may at any time upon 30 days’ notice resign with respect to one or more or all series of Securities by giving written notice of such resignation to the Company and by mailing notice thereof to the Holders of the affected series of Securities at their addresses as they shall appear on the registry books of the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to the affected series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted such appointment with respect to any series within 60 days after the mailing of such notice of resignation to the Holders of the Securities of such series, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the affected series for at least six months may, subject to the provisions of Section 7.09, on behalf of such Securityholder and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In the case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of Section 8.08 after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security or Securities of the affected series for at least six months;

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09 and shall fail to resign after written request thereof by the Company or by any such Securityholder; or

(iii) the Trustee shall become incapable of acting, or shall be adjudged to be bankrupt or insolvent, or commences a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee with respect to any affected series of Securities upon 30 days’ notice and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 7.09, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, on behalf of such Securityholder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of the successor trustee with respect to such series. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time upon 30 days’ notice remove the Trustee with respect to such series and nominate with respect to such series a successor trustee which shall be deemed appointed as successor trustee unless within 10 days after such nomination the Company objects thereto, in which case the Trustee so removed or any Holder of a Security of such series, upon the terms and conditions and otherwise as provided in Section 8.10(a), may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to such series.

(d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 8.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.11.

SECTION 8.11. Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series herein; but nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06.

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be a trustee of a trust or trusts under separate indentures.

No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09.

Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Securities of any series for which such successor trustee is acting as trustee as the names and addresses of such Holders appear on the registry books. If the Company fails to mail notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

SECTION 8.12. Succession by Merger, etc. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of the parties hereto.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture and any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificates of the Trustee shall have; provided , however , that the right to adopt the certificate of authentication of any predecessor trustee or authenticate Securities of any series in the name of any predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 8.13. Limitations on Rights of Trustee as a Creditor. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall continue to be subject to Section 311(a) of the Trust Indenture Act.

SECTION 8.14. Authenticating Agent. There may be one or more Authenticating Agents appointed by the Trustee with power to act on its behalf and subject to its direction in the authentication and delivery of Securities of one or more series and in connection with transfers and exchanges under Sections 2.04, 2.05, 2.06, 2.07, 2.11, 3.02, 11.04 and 12.02, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Securities of such series. For all purposes of this Indenture, the authentication and delivery of Securities by any Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of such Securities by the Trustee. One of any such Authenticating Agents shall at all times be a bank or trust company having its principal office in the Borough of Manhattan, The City and State of New York, and of the character and qualification set forth in Section 8.09.

Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation reaching from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor Person.

Any Authenticating Agent may at any time resign with respect to any series of Securities by giving written source of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice or termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible with respect to any series of Securities under this Section 8.14, the Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 14.11, notice of such appointment to the Holders of Securities of the affected series.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be required to be reimbursed for such payments subject to Section 8.06.

The provisions of Sections 8.02, 8.03, 8.04, 8.06, and 9.03 shall be applicable to any Authenticating Agent.

ARTICLE IX

Concerning the Securityholders

SECTION 9.01. Action by Securityholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders in person or by agent or proxy appointed by writing, (b) by the record of such Securityholders voting in favor thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article X, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders.

SECTION 9.02. Proof of Execution by Securityholders. Subject to the provisions of Sections 8.01 and 10.05, proof of the execution of any instruments by a Securityholder or the agent or proxy for such Securityholder shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Securities shall be proved by the registry books of the Company or by a certificate of the Security Registrar.

The record of any Securityholders’ meeting shall be proved in the manner provided in Section 10.06.

SECTION 9.03. Persons Deemed Absolute Owners. The Company, the Trustee, any Paying Agent, Authenticating Agent and Security Registrar may deem the person in whose name any Security shall be registered upon the Security Register of the Company to be, and may treat them as the absolute owner of such Security (whether or not such Security shall be overdue) for the purpose of receiving payment of or on account of the principal of and premium, if any, and (subject to Section 2.02) interest, if any, on such Security, and for all other purposes, and neither the Company nor the Trustee nor any Paying Agent nor the Authenticating Agent nor any Security Registrar shall be affected by any notice to the contrary. All such payments shall be valid and effective to satisfy and discharge the liability upon any such Security to the extent of the sum or sums to be paid.

SECTION 9.04. Company-Owned Securities Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent or waiver under this Indenture, the Securities of that series which are owned by the Company or any other obligor on the Securities of that series or by an Affiliate of the Company or any other obligor on the Securities shall be disregarded and declared not to be Outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Securities and that the pledgee is not an Affiliate. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

SECTION 9.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action, any Holder of a Security may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 9.02, revoke such action so far as it concerns such Security. Except as aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and on all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor, irrespective of whether or not any notation thereof is made upon such Security or such other Securities.

SECTION 9.06. Record Date for Securityholder Acts. If the Company shall solicit from the Holders of Securities of any or all series any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, fix in advance a record date for the determination of Securityholders entitled to give such request, demand, and authorization, directive, notice, consent, waiver or other act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, directive, notice, consent, waiver or other act may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such requests, demand, authorization, directive, notice, consent, waiver or other act, and for that purpose the Outstanding Securities shall be computed as of the record date; provided , however , that no such authorization, agreement or consent by the Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture no later than six months after the record date.

ARTICLE X

Securityholders’ Meetings

SECTION 10.01. Purposes of Meetings. A meeting of Securityholders of Securities of any or all series may be called any time and from time to time pursuant to the provisions of this Article X for any of the following purposes:

(a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article VII:

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article VIII;

(c) to consent to the execution of an indenture or indentures supplement hereto pursuant to the provisions of Section 11.02; or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities of any of all series, as the case may be, under any other provision of this Indenture or under applicable law.

SECTION 10.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders of Securities of any or all series to take any action specified in Section 10.01, to be held at such time and at such place as the Trustee shall determine. Notice of every such meeting of Securityholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of the Securities of each series that may be affected by the action proposed to be taken at such meeting in the manner provided in Section 14.11. Such notice shall be given not less than 15 nor more than 90 days prior to the date fixed for such meeting.

SECTION 10.03. Call of Meetings by Company or Securityholders. In case at any time the Company, pursuant to a resolution of the Board of Directors, or the Holders of at least 10% in aggregate principal amount then Outstanding of the Securities of any or all series affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Holders of Securities of any or all series, as the case may be, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 30 days after receipt of such request, then the Company or such Securityholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 10.01, by giving notice thereof as provided in Section 10.02.

SECTION 10.04. Qualifications for Voting. To be entitled to vote at any meetings of Securityholders a person shall (a) be a Holder of one or more Securities of a series affected by the action proposed to be taken or (b) be a person appointed by an instrument in writing as proxy by a Holder of one or more such Securities. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 10.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by the Securityholders as provided in Section 10.03, in which case the Company or Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

Subject to the provisions of Section 9.04, at any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities (in the case of Original Issue Discount Securities, such principal amount is to be determined as provided in the definition of “Outstanding”), or the equivalent thereof in any foreign currency or units, held or represented by such Securityholder; provided , however , that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding, which ruling shall be conclusive and binding for purposes of such vote. The chairman of the meeting shall have no right to vote other than by virtue of Securities held by such chairman or instrument in writing as aforesaid duly designating such chairman as the person to vote on behalf of other Securityholders. At any meeting of Securityholders duly called pursuant to the provisions of Section 10.02 or Section 10.03, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action on any business for the transaction for which such meeting was called shall constitute a quorum. Any meeting of Securityholders duly called pursuant to the provisions of Section 10.02 or Section 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

SECTION 10.06. Voting. The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amount of Securities or of their representatives by proxy and the principal amount of Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 10.02. The record shall show the principal amount of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 10.07. Right of Trustee or Securityholders Not Delayed. Nothing in this Article X contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of Securities of any or all series under any of the provisions of this Indenture or of the Securities.

ARTICLE XI

Supplemental Indentures

SECTION 11.01. Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article XII;

(b) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series (including to secure Securities of any series, add guarantees with respect thereto, to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series, as the case may be, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a Default or an Event of Default with respect to such series of Securities permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth); provided , however , that in respect of any such additional covenant, restriction or condition with respect to such series of Securities such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustee upon such Default;

(c) to provide for the issuance under this Indenture of Securities of any series in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the Holders of the Securities of any series in any material respect;

(e) to evidence and provide for the acceptance of appointment by another person as a successor trustee hereunder with respect to any series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.11;

(f) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;

(g) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(h) to conform the text of this Indenture or the terms of the Securities of any series to any corresponding provision of the prospectus, prospectus supplement, offering memorandum, offering circular, term sheet or other document pursuant to which such Securities were offered and setting forth the final terms of such Securities; and

(i) to establish the form or terms of Securities of any series, as permitted by Sections 2.01 and 2.02.

The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities of the affected series at the time Outstanding, notwithstanding any of the provisions of Section 11.02.

SECTION 11.02. Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 9.01) of the Holders of at least a majority in aggregate principal amount of the Securities of any series at the time Outstanding that would be affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such series), the Company, when authorized by resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of such series; provided , however , that no such supplemental indenture shall (a) extend the fixed maturity of any Security of such series, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any provision thereon, extend the time of or reduce the amount of any mandatory sinking fund payment, reduce the amount payable upon the redemption of any Security or accelerate the time at which such Security may be redeemable, or make the principal of any Security or any premium or interest thereon payable in any coin or currency other than that provided for in the Securities of such series, waive a Default or Event of Default in the payment of principal of or any premium or interest on the Securities of any series (except a rescission of acceleration of the Securities issued under this Indenture by the Holders of at least a majority in aggregate principal amount of the Securities of such series then Outstanding with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration) or impair the rights of the Securityholders to institute suit for the enforcement of any payment of principal of or premium, if any, or interest on any Security of such series, in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Securities of such series then Outstanding.

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

Upon the request of the Company, accompanied by a Company Order, a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders of Securities of any series under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 11.02, the Company shall give notice in the manner provided in Section 14.11, setting forth in general terms the substance of such supplemental indenture, to all Holders of Securities of the affected series. Any failure of the Company to give such notice, or any defect therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 11.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provisions of this Article XI shall comply with the Trust Indenture Act as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article XI, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of the Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 11.04. Notation on Securities. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article XI may, but are not required to, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities so modified as to conform in the opinion of the Trustee and the Board of Directors to any modification of this Indenture contained in any such supplemental indenture may, but are not required to, be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

SECTION 11.05. Evidence of Compliance of Supplemental Indenture To Be Furnished Trustee. The Trustee, subject to the provisions of Sections 8.01 and 8.02, shall be entitled to receive and (subject to Section 8.01) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article XI.

ARTICLE XII

Consolidation, Amalgamation Merger, Conveyance, Transfer, Sale or Lease

SECTION 12.01. Company May Consolidate, etc., Only on Certain Terms. The Company shall not amalgamate or consolidate with or merge into any other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a) the Person (if other than the Company) formed by or resulting from any such consolidation, amalgamation or merger, or the Person which shall have purchased or received the transfer or conveyance of, or which leases, the properties and assets of the Company substantially as an entirety, shall be a corporation, limited liability company or limited partnership organized and existing under the laws of the United States or Canada, any State, province or territory thereof, or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; and

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have happened and be continuing.

Notwithstanding Section 12.01(b), the Company may merge, consolidate or amalgamate with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.

SECTION 12.02. Successor Person To Be Substituted. Upon any consolidation or merger of the Company, or any sale or transfer of the properties and assets of the Company substantially as an entirety, in accordance with Section 12.01, the successor Person formed by such consolidation or into which the Company is merged or to which such sale or transfer is made shall succeed to and be fully substituted for the Company, with the same effect as if it had been named herein as the Company and the Company shall thereupon be released from all obligations hereunder and under the Securities, and the Company as the predecessor Person may thereupon or at any time thereafter be dissolved, wound up or liquidated; provided that in the case of a lease of the Company’s property and assets substantially as an entirety, the predecessor Person shall not be released from its obligation to pay principal and interest on the Securities. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of Barrick Gold Corporation any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

SECTION 12.03. Opinion of Counsel To Be Given Trustee. The Trustees, subject to Sections 8.01 and 8.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, transfer or lease complies with the provisions of this Article XII.

ARTICLE XIII

Immunity of Incorporators, Shareholders, Officers and Directors

SECTION 13.01. Indenture and Securities Solely Corporate Obligations. No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company, contained in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, officer or director, past, present or future, of the Company or any successor Persons, either directly or through the Company or any such successor Persons, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

ARTICLE XIV

Miscellaneous Provisions

SECTION 14.01. Provisions Binding on Company ’ s Successors. Subject to Article XII, all the covenants, stipulations, promises and agreements made by the Company in this Indenture shall bind its successors and assigns whether so expressed or not.

SECTION 14.02. Official Acts by Successor Person. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any Person that shall at the time be the lawful sole successor of the Company.

SECTION 14.03. Addresses for Notices, etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Securityholders on the Company may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Barrick Gold Corporation, Brookfield Place, TD Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario, Canada, M5J 2S1, to the attention of the Treasurer. Any notice, direction, request or demand by any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee, which at the time of execution hereof is located at , Attention: . The Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons reasonably believed by the Trustee to be authorized to give instructions and directions on behalf of the Company or any Person. The Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, a Person authorized to give instructions or directions on behalf of the Company or any Person; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such instructions or directions, other than through the Trustee’s negligence or wilful misconduct. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

SECTION 14.04. Governing Law; Waiver of Jury Trial. This Indenture and each Security shall be governed by, and construed in accordance with, the laws of the State of New York. THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR ANY TRANSACTION CONTEMPLATED THEREBY.

SECTION 14.05. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, , as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to any Securities issued by it or this Indenture that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 7.04, by any Holder of Securities in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding and (iii) agrees that service of process upon and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.03 and in the manner specified in Section 14.03), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law.

SECTION 14.06. Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that each person making such certificate or opinion has read such covenant or condition and the definitions relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such person, such person has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such person, or that they be so certified or covered by only one document, but one such person may certify or give an opinion with respect to some matters and one or more other such persons as to other matters, and any such person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company.

Any certificate, statement or opinion of any officer of the Company, or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants.

Where any person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 14.07. Business Days. In any case where the date of maturity of interest on, if any, or principal of any Security or the date fixed for redemption of any Security is not a Business Day, then payment of such interest or principal or premium, if any, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity of the date fixed for redemption, and, in the case of payment, no interest shall accrue for the period from and after such date.

SECTION 14.08. Trust Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in this Indenture by any of Sections 310 through 317, inclusive, of the Trust Indenture Act, such required provision shall control.

SECTION 14.09. Table of Contents, Headings, etc. The table of contents, the cross reference table and the titles and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 14.10. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes.

SECTION 14.11. Manner of Notice to Securityholders. Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture or any Security provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or sent by electronic transmission, to each Holder affected by such event, at his address or email address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice; provided that notices given to Holders of Global Securities may be given through the facilities of the Depositary. In any case where notice to Holders is given, neither the failure to send such notice, nor any defect in any notice so sent, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 14.12. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 14.13. Severability. If any provision in this Indenture is deemed unenforceable, it shall not affect the validity or enforceability of any other provision set forth herein, or of the Indenture as a whole.

SECTION 14.14. U.S.A. Patriot Act . The Company acknowledges that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

[ Remainder of page left intentionally blank ]

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.


BARRICK GOLD CORPORATION

by
Name:
Title:

as Trustee

by
Name:
Title:

[ Signature Page to Indenture ]

[ FORM OF FACE OF SECURITY ]

BARRICK GOLD CORPORATION

[Global Securities Legend]

THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 11.04 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 2.01(c) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELATION PURSUANT TO SECTION 2.08 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

A-1

[Form of Face of Security]

BARRICK GOLD CORPORATION

[●]% SENIOR NOTES DUE [●]

CUSIP No.

ISIN No.

No.

Barrick Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of [$ ( dollars)] / [insert if Global Security: the principal amount set forth on the Schedule of Exchanges of Interests in Global Securities attached hereto, which principal amount may from time to time be reduced or increased, as appropriate, in accordance with the within mentioned Indenture and as reflected in the Schedule of Exchanges of Interests in the Global Security attached hereto, to reflect exchanges or redemptions of the Securities represented hereby,] on , and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment, provided , however that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security is registered at the close of business on a date to be fixed by the Company for the payment of such Defaulted Interest (a “Special Record Date”), notice whereof shall be given to Holder of Securities of this series not less than 15 days prior to such Special Record Date.

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture referred to or the reverse hereof in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

A-2

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Security shall be governed by, and construed in accordance with, the laws of the State of New York.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BARRICK GOLD CORPORATION

By:
Name:
Title:

A-3

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:


,
AS TRUSTEE

By:
		Authorized Signatory

A-4

[Form of Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of , 201 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company and , as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $ .

The Securities of this series shall be redeemable at the Company’s option in accordance with the terms and conditions specified in the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

A-5

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security may be registered and this Security may be exchanged as provided in the Indenture.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company, contained in the Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, officer or director, past, present or future, of the Company or any successor Persons, either directly or through the Company or any such successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise. Each Holder by accepting a Security waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Securities.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-6

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

(Insert assignee’s social security or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.




Your
Signature:		(Sign exactly as your name appears on the other side of this Security)

Your
Name:

Date:

Signature		*
Guarantee:

NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee

A-7

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

The initial Outstanding principal amount of this Global Security is $ .

The following exchanges of an interest in this Global Security for an interest in another Global Security or for a Definitive Security, exchanges of an interest in another Global Security or a Definitive Security for an interest in this Global Security, or exchanges or purchases of a part of this Global Security have been made:


Date of Exchange	Amount of decrease in Principal Amount of this Global Security	Amount of increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such decrease or increase	Notation of authorized representative of Trustee or Securities Custodian

A-8

Exhibit 7.2

Indenture

Between

BARRICK GOLD CORPORATION

and

as Trustee

Dated as of , 201

Subordinated Debt Securities

Cross Reference Table *


Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		8.09
310(b)		8.08 and 8.10
311(a) and (b)		8.13
311(c)		Not applicable
312(a)		6.01 and 6.02(a)
312(b)		6.02(b)
312(c)		6.02(c)
313(a)		6.04(a)
313(b)		6.04(b)
313(c)		6.04(b)
313(d)		6.04(c)
314(a)		6.03; 5.04
314(b)		Not applicable
314(c)(1) and (2)		14.06
314(c)(3)		Not applicable
314(d)		Not applicable
314(e)		14.06
315(a), (c) and (d)		8.01
315(b)		7.08
315(e)		7.09
316(a)(1)		7.01 and 7.07
316(a)(2)		Omitted
316(a) last sentence		9.04
316(b)		7.04
317(a)		7.02
317(b)		5.03(a)
318(a) and (c)		14.08

*	This Cross-Reference Table does not constitute a part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.

TABLE OF CONTENTS


		Page
ARTICLE I

Definitions

SECTION 1.01.	Definitions of Terms		1
SECTION 1.02.	Other Definitions		9
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act		9
SECTION 1.04.	Rules of Construction		10

ARTICLE II

Form, Issue, Execution, Registration and Exchange of Securities

SECTION 2.01.	Forms Generally; Global Securities		10
SECTION 2.02.	Amount Unlimited; Issuable in Series		12
SECTION 2.03.	Denominations, Dates, Interest Payment and Record Dates		14
SECTION 2.04.	Execution, Authentication, Delivery and Dating		15
SECTION 2.05.	Exchange and Registration of Transfer of Securities		16
SECTION 2.06.	Mutilated, Destroyed, Lost or Stolen Securities		17
SECTION 2.07.	Temporary Securities		18
SECTION 2.08.	Cancelation of Securities Paid, etc		19
SECTION 2.09.	Interest Rights Preserved		19
SECTION 2.10.	Computation of Interest		19
SECTION 2.11.	Book-Entry Provisions for Global Securities		19
SECTION 2.12.	CUSIP and ISIN Numbers		20

ARTICLE III

Redemption of Securities—Sinking Fund

SECTION 3.01.	Applicability of Article		21
SECTION 3.02.	Notice of Redemption; Selection of Securities		21
SECTION 3.03.	Mandatory and Optional Sinking Funds		22
SECTION 3.04.	Payment of Securities on Redemption; Deposit of Redemption Price		23

ARTICLE IV

Satisfaction and Discharge; Defeasance

SECTION 4.01.	Satisfaction and Discharge		24
SECTION 4.02.	Company’s Option to Effect Legal Defeasance or Covenant Defeasance		25
SECTION 4.03.	Legal Defeasance		25

Table of Contents

(continued)


		Page
SECTION 4.04.	Covenant Defeasance		26
SECTION 4.05.	Conditions to Legal Defeasance or Covenant Defeasance		26
SECTION 4.06.	Deposited Moneys and Securities To Be Held in Trust by Trustee		28
SECTION 4.07.	Paying Agent To Repay Moneys Held		28
SECTION 4.08.	Return of Unclaimed Moneys		28
SECTION 4.09.	Reinstatement		28

ARTICLE V

Covenants of the Company

SECTION 5.01.	Payment of Principal, Premium and Interest		29
SECTION 5.02.	Office for Notices and Payments, etc		29
SECTION 5.03.	Provision as to Paying Agent		29
SECTION 5.04.	Annual Statement		30

ARTICLE VI

Securityholders Lists and Reports by the Company and the Trustee

SECTION 6.01.	Securityholders Lists		30
SECTION 6.02.	Preservation of Lists		31
SECTION 6.03.	Reports by the Company		31
SECTION 6.04.	Reports by the Trustee		32

ARTICLE VII

Remedies of the Trustee and Securityholders on Event of Default

SECTION 7.01.	Events of Default		32
SECTION 7.02.	Payment of Securities on Default; Suit Therefor		34
SECTION 7.03.	Application of Moneys Collected by Trustee		36
SECTION 7.04.	Proceedings by Securityholders		37
SECTION 7.05.	Proceedings by Trustee		37
SECTION 7.06.	Remedies Cumulative and Continuing		38
SECTION 7.07.	Direction of Proceedings and Waiver of Defaults by Majority of Securityholders		38
SECTION 7.08.	Notice of Default		39
SECTION 7.09.	Undertaking To Pay Costs		39

ARTICLE VIII

Concerning the Trustee

Table of Contents

(continued)


		Page
SECTION 8.01.	Duties and Responsibilities of Trustee		39
SECTION 8.02.	Reliance on Documents, Opinions, etc		40
SECTION 8.03.	No Responsibility for Recitals, etc		42
SECTION 8.04.	Trustee, Paying Agent or Security Registrar May Own Securities		43
SECTION 8.05.	Money To Be Held in Trust		43
SECTION 8.06.	Compensation and Expenses of Trustee		43
SECTION 8.07.	Officers’ Certificate as Evidence		43
SECTION 8.08.	Conflicting Interest of Trustee		44
SECTION 8.09.	Eligibility of Trustee		44
SECTION 8.10.	Resignation or Removal of Trustee		44
SECTION 8.11.	Acceptance by Successor Trustee		45
SECTION 8.12.	Succession by Merger, etc		46
SECTION 8.13.	Limitations on Rights of Trustee as a Creditor		47
SECTION 8.14.	Authenticating Agent		47

ARTICLE IX

Concerning the Securityholders

SECTION 9.01.	Action by Securityholders		48
SECTION 9.02.	Proof of Execution by Securityholders		48
SECTION 9.03.	Persons Deemed Absolute Owners		48
SECTION 9.04.	Company-Owned Securities Disregarded		49
SECTION 9.05.	Revocation of Consents; Future Holders Bound		49
SECTION 9.06.	Record Date for Securityholder Acts		49

ARTICLE X

Securityholders’ Meetings

SECTION 10.01.	Purposes of Meetings		50
SECTION 10.02.	Call of Meetings by Trustee		50
SECTION 10.03.	Call of Meetings by Company or Securityholders		50
SECTION 10.04.	Qualifications for Voting		51
SECTION 10.05.	Regulations		51
SECTION 10.06.	Voting		52
SECTION 10.07.	Right of Trustee or Securityholders Not Delayed		52

ARTICLE XI

Supplemental Indentures

SECTION 11.01.	Supplemental Indentures Without Consent of Securityholders		52
SECTION 11.02.	Supplemental Indentures With Consent of Securityholders		54

iii

Table of Contents

(continued)


		Page
SECTION 11.03.	Compliance with Trust Indenture Act; Effect of Supplemental Indentures		55
SECTION 11.04.	Notation on Securities		55
SECTION 11.05.	Evidence of Compliance of Supplemental Indenture To Be Furnished Trustee		55
SECTION 11.06.	Subordination Unimpaired		56

ARTICLE XII

Consolidation, Amalgamation Merger, Conveyance, Transfer, Sale or Lease

SECTION 12.01.	Company May Consolidate, etc., Only on Certain Terms		56
SECTION 12.02.	Successor Person To Be Substituted		56
SECTION 12.03.	Opinion of Counsel To Be Given Trustee		57

ARTICLE XIII

Immunity of Incorporators, Shareholders, Officers and Directors

SECTION 13.01.	Indenture and Securities Solely Corporate Obligations		57

ARTICLE XIV

Miscellaneous Provisions

SECTION 14.01.	Provisions Binding on Company’s Successors		57
SECTION 14.02.	Official Acts by Successor Person		57
SECTION 14.03.	Addresses for Notices, etc		58
SECTION 14.04.	Governing Law; Waiver of Jury Trial		58
SECTION 14.05.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities		58
SECTION 14.06.	Evidence of Compliance with Conditions Precedent		59
SECTION 14.07.	Business Days		60
SECTION 14.08.	Trust Indenture Act to Control		60
SECTION 14.09.	Table of Contents, Headings, etc		60
SECTION 14.10.	Execution in Counterparts		60
SECTION 14.11.	Manner of Notice to Securityholders		61
SECTION 14.12.	Benefits of Indenture		61
SECTION 14.13.	Severability		61
SECTION 14.14.	U.S.A. Patriot Act		61

ARTICLE XV

Subordination of Securities

Table of Contents

(continued)


		Page
SECTION 15.01.	Agreement to Subordinate		62
SECTION 15.02.	Payments to Holders of Securities		62
SECTION 15.03.	No Payment When Senior Debt is in Default		63
SECTION 15.04.	Payment Permitted in Certain Situations		63
SECTION 15.05.	Subrogation to Rights of Holders of Senior Debt		64
SECTION 15.06.	Provisions Solely to Define Relative Rights		64
SECTION 15.07.	Trustee to Effectuate Subordination		64
SECTION 15.08.	No Waiver of Subordination Provisions		65
SECTION 15.09.	Notice to Trustee		65
SECTION 15.10.	Reliance on Judicial Order or Certificate of Liquidating Agent		65
SECTION 15.11.	Trustee not Fiduciary for Holders of Senior Debt		65
SECTION 15.12.	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights		66
SECTION 15.13.	Article Applicable to Paying Agents		66

RECITALS

ARTICLE I

Definitions

Affiliate:

Agent:

The term “Agent” shall mean any Security Registrar, Paying Agent or DTC Custodian.

Authenticating Agent:

The term “Authenticating Agent” shall mean any agent of the Trustee appointed and acting pursuant to Section 8.14.

Board of Directors:

The term “Board of Directors” shall mean the Board of Directors of the Company or any committee of such Board which is duly authorized.

Board Resolution:

Business Day:

Capital Stock:

The term “Capital Stock” shall mean:

Commission:

Company:

Company Order:

Corporate Trust Office of the Trustee:

Default:

The term “Default” shall mean any event which, with notice or lapse of time, or both, would constitute an Event of Default.

Definitive Security:

Depositary:

DTC:

The term “DTC” shall mean the Depository Trust Company, a New York corporation, and its successors.

DTC Custodian:

The term “DTC Custodian” shall mean the Trustee as custodian with respect to the Global Securities or any successor entity thereto.

Exchange Act:

The term “Exchange Act” shall mean the Securities Exchange Act of 1934 and any successor thereto, in each case as amended from time to time.

Foreign Government Obligations:

Given:

Global Securities :

Global Securities Legend:

The term “Global Securities Legend” shall mean the legend set forth in Section 2.11(g), which is required to be placed on all Global Securities issued under this Indenture.

IASB:

The term “IASB” shall mean the International Accounting Standards Board.

IFRS:

Indenture:

The term “Indenture” shall mean this instrument as originally executed or if amended or supplemented as herein provided, as so amended or supplemented.

Indirect Participant:

The term “Indirect Participant” shall mean a Person who holds a beneficial interest in a Global Security through a Participant.

Interest Payment Date:

Issue Date:

The term “Issue Date” shall mean, with respect to any series of Securities, the first date on which Securities of such series are issued under this Indenture.

Maturity:

Officers’ Certificate:

Opinion of Counsel:

Original Issue Discount Security:

Outstanding:

(a) Securities theretofore canceled by the Trustee or delivered to the Company or the Trustee for cancelation;

(c) Securities, or portions thereof, which shall have been discharged pursuant to Section 4.01 or as to which Legal Defeasance has been effected pursuant to Section 4.03; and

(d) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which have been paid, pursuant to the terms of Section 2.06.

Participant:

The term “Participant,” with respect to the Depositary, shall mean a Person who has an account with the Depositary.

Paying Agent:

The term “Paying Agent” shall mean any Person authorized by the Company to pay the principal of or any premium or interest on the Securities of any series on behalf of the Company.

Person:

Place of Payment:

Regular Record Date:

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series shall mean the date specified for that purpose as contemplated by Section 2.03.

Responsible Officer:

Securities Act:

The term “Securities Act” shall mean the Securities Act of 1933 and any successor thereto, in each case as amended from time to time.

Security or Securities:

The terms “Security” or “Securities” shall mean any Security or Securities, as the case may be, authenticated and delivered under this Indenture.

Securityholder:

The terms “Securityholder,” “Holder of Securities” or other similar terms, shall mean any person in whose name at the time a particular Security is registered on the Security Register.

Senior Debt:

The term “Senior Debt” shall mean (1) debt for borrowed money of the Company, whether outstanding on the date hereof or thereafter incurred; and (2) all other obligations of the Company (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not post-filing interest is allowed in such proceeding) in respect of debt described in clause (1) above unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such debt or other obligations are subordinate or pari passu in right of payment to the Securities; provided , however , that Senior Debt shall not include (a) any liability for federal, provincial, state, local or other taxes owed or owing by such the Company or (b) any accounts payable or other liability to trade creditors arising in the ordinary course of business.

Subsidiary:

Trustee:

Trust Indenture Act:

U.S. Government Obligations:

SECTION 1.02. Other Definitions.


Term	Defined in Section
“Covenant Defeasance”		4.04
“Event of Default”		7.01
“Legal Defeasance”		4.03
“mandatory sinking fund payment”		3.03
“Notice of Default”		7.01
“optional sinking fund payment”		3.03
“Security Register”		2.05
“Security Registrar”		2.05
“sinking fund payment date”		3.03

“indenture securities” means the Securities;

“indenture security holder” means a Holder of a Security;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Securities means the Company and any successor obligor upon the Securities.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(d) words in the singular include the plural, and in the plural include the singular;

ARTICLE II

Form, Issue, Execution, Registration and Exchange of Securities

SECTION 2.02. Amount Unlimited; Issuable in Series . The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series and each series shall be subordinated and subject in right to all Senior Debt in accordance with Article XV. There shall be established in a Board Resolution, an Officers’ Certificate or one or more indentures supplemental hereto, prior to the issuance of Securities of any series, the terms of Securities of such series, including: