Iamgold Corp 6-K, filed May 19, 2023

Iamgold Corp (IAG)

6-K 2023-05-19 For: 2023-05-16

Added on July 04, 2026

About this 6-K

Iamgold Corp filed this 6-K on May 19, 2023.

Exhibit		Description of Exhibit

99.1		Second Lien Credit Agreement dated May 16, 2023

	IAMGOLD CORPORATION

Date: May 19, 2023	By:	/s/ Tim Bradburn_______________
		Senior Vice President, General Counsel and Corporate Secretary

ARTICLE 1 INTERPRETATION	2
1.1 Definitions	2
1.2 Construction	47
1.3 Certain Rules of Interpretation	47
1.4 Interpretation Clause (Québec)	48
1.5 Terms Generally	48
1.6 Knowledge	49
1.7 Performance on Banking Days or Business Days	49
1.8 Accounting Terms	49
1.9 Appendices, Exhibits, Schedules	50

ARTICLE 2 THE LOAN	50
2.1 The Loan	50
2.2 Availment	50
2.3 Original Issue Discount	50
2.4 Use of Proceeds	51

ARTICLE 3 PAYMENT	51
3.1 Interest Rate	51
3.2 Calculation and Payment of Interest	51
3.3 Repayment on Maturity	51
3.4 Optional Prepayment	51
3.5 Mandatory Repayment from Asset Dispositions	52
3.6 Mandatory Repayment Upon Change of Control	53
3.7 Payment of Fees, Costs and Expenses	54
3.8 Maximum Rate of Interest	54
3.9 Benchmark Replacement Setting	55

ARTICLE 4 SECURITY	57
4.1 Guarantees	57
4.2 Security over Assets	57
4.3 Insurance	59
4.4 Obligations Secured by the Security	59
4.5 Future Guarantees and Security	59
4.6 Validity of the Security and Contents of Security Documents	59
4.7 Release of Security and Guarantees	59
4.8 Repayment of Senior Credit Facility	60
4.9 JV Agreement Acknowledgement	60

ARTICLE 5 CONDITIONS PRECEDENT	60
5.1 Conditions Precedent to Loan	60

ARTICLE 6 REPRESENTATIONS AND WARRANTIES	62
6.1 Representations and Warranties	62
6.2 Survival of Representations and Warranties	68

ARTICLE 7 COVENANTS	68
7.1 Financial Covenants	68
7.2 Affirmative Covenants	68
7.3 Reporting Covenants	70
7.4 Negative Covenants.	71

ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES	92
8.1 Events of Default	92
8.2 Remedies Upon Default	95
8.3 Set-Off	95
8.4 Payment of Applicable Premium.	96

ARTICLE 9 AGENCY PROVISIONS	97
9.1 Authorization of Agent	97
9.2 [Reserved]	97
9.3 Exculpatory Provisions	97
9.4 Reliance by Agent	99
9.5 Delegation of Duties	99
9.6 Restrictions on Actions by Lenders; Sharing of Payments	99
9.7 Administration of the Loan	100
9.8 Acknowledgements, Representations and Covenants of Lenders	103
9.9 Relation among Lenders	104
9.10 Successor Agent	104
9.11 Application of Payments	105
9.12 Payments by Agent to Lenders	105
9.13 Collateral Matters	106
9.14 Agency for Perfection	107
9.15 Intercreditor Agreements	108
9.16 Concerning the Collateral and the Related Loan Documents	108
9.17 Withholding Taxes	108
9.18 Certain ERISA Matters	109
9.19 Erroneous Payments	111
9.20 Payments for Consent	112
9.21 Provisions Operative Between Lenders and Agent Only	112
9.22 Purchase of First Lien Obligations	112

ARTICLE 10 ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS	113
10.1 Successors and Assigns	113
10.2 Assignments by Lenders	113
10.3 Register	115
10.4 Participations	116

ARTICLE 11 MISCELLANEOUS PROVISIONS	117
11.1 Severability, Etc.	117
11.2 Amendment, Supplement or Waiver	117
11.3 Governing Law	117
11.4 This Agreement to Govern	118

11.5 Currency	118
11.6 Liability of Lenders	118
11.7 Acknowledgement and Consent to Bail-In of EEA Financial Institutions	118
11.8 Indemnity	119
11.9 Increased Costs	120
11.10 Taxes	121
11.11 Mitigation Obligations; Replacement of Lenders	123
11.12 Illegality	124
11.13 Currency Indemnity	124
11.14 Notices	125
11.15 Time of the Essence	125
11.16 Further Assurances	125
11.17 Term of Agreement	125
11.18 Counterparts and Electronic Transmission	126
11.19 Waiver of Jury Trial, Consequential Damages Etc.	126
11.20 Treatment of Certain Information: Confidentiality	127
11.21 Entire Agreement	128
11.22 Language	128

Appendix A - Pro Rata Share as of Closing Date

Exhibit 1 - Form of Compliance Certificate

Exhibit 2 - Form of Assignment and Assumption

Exhibit 3 - Intercompany Subordination Agreement

Schedule A - Closing Date Recourse Subsidiaries and Non-Recourse Subsidiaries

Schedule B - Existing Royalties

Schedule C - Organizational Chart

Appendix A	-	Pro Rata Share as of Closing Date
Exhibit 1	-	Form of Compliance Certificate
Exhibit 2	-	Form of Assignment and Assumption
Exhibit 3	-	Intercompany Subordination Agreement
Schedule A	-	Closing Date Recourse Subsidiaries and Non-Recourse Subsidiaries
Schedule B	-	Existing Royalties
Schedule C	-	Organizational Chart

	IAMGOLD CORPORATION, as Borrower


	By:	/S/ Maarten Theunissen
		Name: Maarten Theunissen
		Title: Authorized Signatory


	IAMGOLD ESSAKANE S.A., as a Guarantor


	By:	/S/ Oumar Toguyeni
		Name: Oumar Toguyeni
		Title: Chairman of the Board

	By:	/S/ Tidiane Barry
		Name: Tidiane Barry
		Title: General Manager


	AGEM LTD., as a Guarantor

	By:	/S/ Tricia Gittens
		Name: Tricia Gittens
		Title: Corporate Secretary and Director

	By:	/S/ Maarten Theunissen
		Name: Maarten Theunissen
		Title: Director

	OAKTREE FUND ADMINISTRATION, LLC, by Oaktree Capital Management, L.P., its Managing Member, as Agent

	Per:	/S/ David Nicoll
		Name: David Nicoll
		Title: Managing Director


	Per:	/S/ Jordan Mikes
		Name: Jordan Mikes
		Title: Managing Director

DATE:	⬤, 20⬤

TO:	THE LENDERS (as defined in the Credit Agreement referred to below)

AND TO:	OAKTREE FUND ADMINISTRATION, LLC, as Agent

Loan Assigned¹	Aggregate Amount of Loan for all Lenders ²	Amount of Loan Assigned	Percentage Assigned of Loan ³
	$	$	%
	$	$	%
	$	$	%

[Consented to and]5 Accepted: OAKTREE FUND ADMINISTRATION, LLC, by Oaktree Capital Management, L.P., its Managing Member, as Agent

Per:
	Title:

[Consented to:]6 [NAME OF RELEVANT PARTY]
Per:
	Title:

Address: Email: Telephone No.: Attn:	⬤, as a Subordinated Lender
	By:

		Name:
		Title:

		OAKTREE FUND ADMINISTRATION, LLC, by Oaktree Capital Management, L.P., its Managing Member, as Agent


		By:
			Name: David Nicoll
			Title: Managing Director

		By:
			Name: Jordan Mikes
			Title: Managing Director