EXECUTION VERSION
Exhibit 99.1
EXECUTION VERSION
|
SECOND AMENDING AGREEMENT dated as of May 9, 2016
BETWEEN: | IAMGOLD CORPORATION (as “Borrower”) | |
AND: | NATIONAL BANK OF CANADA DEUTSCHE BANK AG, CANADA BRANCH RESSOURCES QUÉBEC INC. Citibank, N.A., Canadian Branch (each as “Lender”) | |
AND: | NATIONAL BANK OF CANADA (acting as Agent for the Lenders) |
RECITALS
a) | A credit agreement dated as of January 28, 2016 (as amended by an first amending agreement dated as of April 25, 2016 and as further amended, restated or modified from time to time, the “Credit Agreement”) has been entered into among the Agent, the Borrower and the Lenders named therein. |
b) | Pursuant to Section 2.9 of the Credit Agreement, the Borrower is entitled to request increases up to US$112,000,000 in the aggregate amount of the Credit. |
c) | The Borrower has requested, pursuant to Section 2.9 of the Credit Agreement, a US$2,000,000 increase (the “Increase”) in the amount of the Credit. |
d) | The Increase of the Credit will require additional commitments and [REDACTED] has accepted to provide a commitment for the full amount of the Increase as specified in Section 3 below. |
e) | The parties wish to amend the Credit Agreement in order to provide for the Increase. |
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. |
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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. | Agreement by Lenders |
Each of National Bank of Canada, Deutsche Bank AG, Canada Branch and Ressources Québec Inc. hereby agrees (i) to the Increase being allocated in full to [REDACTED] and (ii) to the amount of the Increase not being a multiple of US$25,000,000.
3. | Amendment to Commitments |
3.1 | The Credit is hereby increased from US$138,000,000 to US$140,000,000 and the amount of the Increase (namely, US$2,000,000) is allocated to [REDACTED]. After giving effect to the Increase, the total Commitment of each Lender in respect of the Credit is as specified in the attached Schedule A as at the date hereof. |
3.2 | Upon this Agreement becoming effective, the Borrower’s remaining rights under Section 2.9 of the Credit Agreement will be reduced such that any additional increase to the Credit that may later be requested by the Borrower pursuant to such Section 2.9 may not exceed US$110,000,000. |
4. | Conditions to Effectiveness |
This Agreement will become effective on the date the Agent has confirmed to the Borrower and the Lenders signatory of this Agreement that this Agreement has been executed by all parties hereto and the payment of all fees and expenses owing by the Borrower to the Agent and the Lenders on the date of this Agreement (including the commitment fees pursuant to Section 7 of this Agreement).
5. | Confirmation |
The Borrower and each other Obligors, by their acknowledgement of the terms of this Agreement, further confirms and acknowledges that their obligations under the Security Documents to which they are a party are still in full force and effect and that this Agreement does not reduce such obligations.
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 Increase will not result in a Default.
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. The Borrower also agrees to pay to [REDACTED] upon execution of this Agreement a commitment fee in the amount specified in the invitation letter
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dated May 3, 2016 by National Bank Financial Markets and Deutsche Bank AG, Canada Branch, as co-lead arrangers and joint bookrunners, to [REDACTED].
8. | Securities Accounts |
8.1 | The Lenders waive the requirement that securities account number [REDACTED] maintained by the Borrower with [REDACTED] be subject to a securities account control agreement, provided that the Agent, acting on behalf of the Lenders, reserves the right to require at any time hereafter that such securities account control agreement be executed in accordance with the provisions of the Security Documents. |
8.2 | The Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b) of the Credit Agreement, provide the Lenders with a copy of the most recent portfolio statements issued by [REDACTED] in respect of securities account number [REDACTED]. |
8.3 | Schedule B of the General Security Agreement dated as of January 28, 2016 between the Obligors and the Agent is hereby replaced by Schedule B to this Agreement. |
9. | 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 but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier will be effective as delivery of a manually executed counterpart of this Agreement.
10. | 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.
IAMGOLD CORPORATION, as Borrower | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx Chief Financial Officer |
NATIONAL BANK OF CANADA, as Agent | ||
By: | /s/ Xxxxxxxx Xxxxxxxx | |
Name: Title: |
Xxxxxxxx Xxxxxxxx Director |
By: | /s/ Xxxx Xxxxxx | |
Name: Title: |
Xxxx Xxxxxx Directeur – Director |
NATIONAL BANK OF CANADA, as Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Title: |
Xxxx Xxxxxx Directeur – Director |
By: | /s/ Xxxxxxxx Xxxxxxxx | |
Name: Title: |
Xxxxxxxx Xxxxxxxx Director |
[Signature page – Second Amending Agreement]
DEUTSCHE BANK AG, CANADA BRANCH, as Lender | ||
By: | /s/ Xxxxx Xxxx | |
Name: Title: |
Xxxxx Xxxx Chief Financial Officer |
By: | /s/ Xxxxxx Xxxxx | |
Name: Title: |
Xxxxxx Xxxxx Vice President |
RESSOURCES QUÉBEC INC., as Lender | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: Title: |
Xxxxx Xxxxxxxx General Manager |
By: | /s/ Iya Touré | |
Name: Title: |
Iya Touré Vice-President, Business Development, Major Accounts and Responsible for Ressources Québec |
CITIBANK, N.A., CANADIAN BRANCH, as Lender | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: Title: |
Xxxxx Xxxxxx Authorized Signatory |
[Signature page – Second Amending Agreement]
We, the undersigned, as Obligors under the Credit Agreement, hereby agree with the terms of this Agreement:
TRELAWNEY MINING AND EXPLORATION INC. | ||
By: | /s/ Xxxxx XxxXxxxxxx | |
Name: Xxxxx XxxXxxxxxx Title: President |
2324010 ONTARIO INC. | ||
By: | /s/ Xxxxx XxxXxxxxxx | |
Name: Xxxxx XxxXxxxxxx Title: President |
ROSEBEL GOLD MINES N.V. | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer |
IAMGOLD ESSAKANE S.A. | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxx Title: Chairman of the Board |
REPADRE CAPITAL (BVI) INC. | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx Title: Director |
[Signature page – Second Amending Agreement]
AGEM LIMITED | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx Title: Director |
[Signature page – Second Amending Agreement]
SCHEDULE A
Lender’s Applicable Percentage
REDACTED
SCHEDULE B
SECURITIES ACCOUNTS OF SIGNIFICANT VALUE
REDACTED