FOURTH AMENDING AGREEMENT dated as of September 30, 2020.
EXECUTION VERSION |
FOURTH AMENDING AGREEMENT dated as of September 30, 2020.
BETWEEN: |
IAMGOLD CORPORATION (as "Borrower") |
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AND: |
NATIONAL BANK OF CANADA (each as "Lender") |
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AND: |
NATIONAL BANK OF CANADA (acting as Agent for the Lenders) |
Recitals
a) An amended and restated credit agreement dated as of December 14, 2017 (as amended by a first amending agreement dated as of November 15, 2018, a second amending agreement dated as of February 25, 2020, a third amending agreement dated as of September 4, 2020, and as amended, restated or modified from time to time prior to the date hereof, the "Credit Agreement") has been entered into among the Agent, the Borrower and the Lenders named therein.
b) Pursuant to the second amending agreement dated as of February 25, 2020, the Maturity Date applicable to the Commitments of all Lenders, other than Xxxxxx Xxxxxxx Senior Funding, Inc. ("Xxxxxx Xxxxxxx"), was extended to January 31, 2024 (the Maturity Date of the Commitment of Xxxxxx Xxxxxxx in an amount of [REDACTED] was not extended and therefore remains January 31, 2023).
c) Pursuant to an assignment and assumption agreement (the "Assignment and Assumption Agreement") dated as of September 29, 2020 entered into between Xxxxxx Xxxxxxx, The Bank of Nova Scotia, the Agent and the Borrower, Xxxxxx Xxxxxxx assigned a portion of its Commitment in an amount of [REDACTED] to The Bank of Nova Scotia. The effective date of assignment and assumption agreement is September 30, 2020.
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d) The Bank of Nova Scotia has agreed to extend its [REDACTED] Commitment to January 31, 2024.
e) The Borrower and the Lenders wish to amend the Credit Agreement in order to, among other things, extend the Maturity Date applicable to the [REDACTED] Commitment of The Bank of Nova Scotia until January 31, 2024 and update Schedule A of the Credit Agreement to give effect to such extension.
Now, therefore, the parties agree as follows:
1. Interpretation
1.1 Capitalized terms used herein and defined in the Credit Agreement have the meanings ascribed to them in the Credit Agreement unless otherwise defined herein.
1.2 Any reference to the Credit Agreement in any Loan Document (including any Security Document) refers to the Credit Agreement as amended hereby.
2. Extension of the Maturity Date
The Maturity Date applicable to the [REDACTED] Commitment of The Bank of Nova Scotia is hereby extended to January 31, 2024.
3. Amendment to the Credit Agreement
Schedule "A" of the Credit Agreement is deleted and replaced by Schedule "A" hereto.
4. Conditions to Effectiveness
This Agreement will become effective on the date (the "Effective Date") the Agent has confirmed to the Borrower and the Lenders signatory to this Agreement that it has received each of the following documents:
(a) duly executed copies of this Agreement;
(b) the payment of all fees payable to the Agent, the Lenders or any of them on or before the date of this Agreement, and the reimbursement of all expenses incurred including legal fees; and
(c) the Agent shall have received such other documents as the Lenders may reasonably require.
5. Confirmation
The Borrower and each of the other Obligors, by their acknowledgement of the terms of this Agreement, further confirm and acknowledge that their respective obligations under the Security Documents to which they are a party remain in full force and effect and that this Agreement does not reduce such obligations.
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6. Representations
The Borrower represents and warrants that (i) no Default is in existence as at the date hereof, and (ii) this Agreement and the amendments made herein will not result in a Default. The representations and warranties made in Section 6.1 of the Credit Agreement, other than those expressly stated to be made as of a specific date, are true on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the date hereof.
7. Expenses and Fees
The Borrower agrees to pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, negotiation, execution, delivery, implementation and administration of this Agreement including, without limitation, the reasonable fees and expenses of counsel for the Agent.
8. Counterparts
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered will be deemed to be an original and all of which taken together will constitute the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or by electronic mail will be effective as delivery of a manually executed counterpart of this Agreement.
9. Governing Law
This Agreement is governed by, and construed in accordance with, the laws of the Province of Ontario and of the laws of Canada applicable therein.
(Signature pages follow)
In witness whereof the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.
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IAMGOLD CORPORATION, as Borrower |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxx |
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Chief Financial Officer |
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NATIONAL BANK OF CANADA, |
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Managing Director |
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NATIONAL BANK OF CANADA, |
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Managing Director |
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DEUTSCHE BANK AG, CANADA BRANCH,
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By: |
/s/ Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
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Title: |
Chief Country Officer |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Vice-President |
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CITIBANK, N.A., CANADIAN BRANCH, ,
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Authorized Signatory |
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By: |
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Name: |
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Title: |
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XXXXXX XXXXXXX SENIOR FUNDING, INC.,
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By: |
/s/ Xxxxxxx Xxxx |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Authorized Signatory |
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By: |
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Name: |
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Title: |
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ROYAL BANK OF CANADA,
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By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxxxx |
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Title: |
Authorized Signatory |
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By: |
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Name: |
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Title: |
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THE TORONTO-DOMINION BANK,
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Vice President |
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BNP PARIBAS,
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By: |
/s/ Xxxxxxx Xxxxx-Xxxxxxxxxxx |
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Name: |
Xxxxxxx Xxxxx-Xxxxxxxxxxx |
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Title: |
Metals & Mining |
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By: |
/s/ Xxxx-Xxxxxx Xxx |
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Name: |
Xxxx-Xxxxxx Xxx |
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Title: |
Managing Director |
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CANADIAN IMPERIAL BANK OF COMMERCE,
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By: |
/s/ Xxxx Xxxxxxxxx |
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Name: |
Xxxx Xxxxxxxxx |
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Title: |
Executive Director |
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Executive Director |
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INVESTISSEMENT QUÉBEC as Lender
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By: |
/s/ Iya Touré |
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Name: |
Iya Touré |
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Title: |
Vice-President, Quebec Resources |
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By: |
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Name: |
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Title: |
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THE BANK OF NOVA SCOTIA,
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By: |
/s/ Xxxxxxxxx Xxxxxxx |
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Name: |
Xxxxxxxxx Xxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
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Title: |
Associate Director |
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EXPORT DEVELOPMENT CANADA,
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Financing Manager |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Senior Associate |
We, the undersigned, as Obligors under the Credit Agreement, hereby agree with the terms of this Agreement:
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ROSEBEL GOLD MINES N.V. |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: Xxxxx Xxxxxxxx |
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Title: Chief Financial Officer |
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IAMGOLD ESSAKANE S.A. |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: Xxxxx Xxxxxxxx |
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Title: Chairman of the Board |
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AGEM LIMITED |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Director |
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SCHEDULE "A"
Lender's Applicable Percentage
REDACTED