IAMGOLD CORP

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ARTICLE 8

DEFAULT

8.1 Default

Each of the following events shall constitute an Event of Default under this Agreement:

(a) the Borrower fails to pay any amount of principal when due; or

(b) the Borrower fails to pay any amount of interest (including any amount relating to an L/C) when due or, to pay fees or other Obligations (other than principal and interest) within three Business Days of when due; or

(c) an Obligor makes any certification, representation or warranty under any of the Loan Documents which is incorrect or incomplete in any material respect when made or deemed to be made; or

(d) a Restricted Party ceases or threatens to cease to carry on its business, except as expressly permitted in this Agreement, is unable to meet its obligations as they generally become due, or has ceased paying its current obligations in the ordinary course of business as they generally become due; or

(e) there is a breach of Sections 7.1, 7.4 or 7.5; or

(f) a default occurs under one or more agreements or instruments relating to Debt of any Restricted Party (other than the Obligations), if all applicable notice and cure periods have expired and the effect of such default is to accelerate, or to permit the acceleration of the due date of such Debt in an aggregate amount of US $50,000,000 or more, whether or not acceleration actually occurs, or one or more Restricted Parties fail to pay any such Debt when due; or

(g) any Security ceases to constitute a valid and perfected first priority security interest (subject only to Permitted Liens) and the applicable Obligor has failed to remedy such default within 10 days of becoming aware of such fact; or

(h) (i) a Restricted Party becomes unable to pay its debts generally as such debts become due or is adjudicated bankrupt or insolvent; or (ii) a Restricted Party (A) applies for or consents to an order for the appointment of a receiver, interim receiver or trustee (or any Person performing similar functions) in respect of itself or of all or substantially all of its assets, (B) makes a general assignment for the benefit of its creditors, or (C) commences, or consents to the commencement against it of, bankruptcy, insolvency, liquidation, dissolution, debt restructuring or winding-up proceedings under any applicable law relating to bankruptcy, insolvency, liquidation, dissolution, arrangement, compromise, restructuring or winding-up, or (iii) a proceeding (or any similar action) is commenced against a Restricted Party under any applicable law relating to bankruptcy, insolvency, liquidation, dissolution, arrangement, compromise, restructuring or winding-up seeking, (A) its bankruptcy, reorganization, liquidation, dissolution, arrangement or winding-up, or similar relief or (B) the appointment of a receiver, interim receiver or trustee (or any Person performing similar functions) in respect of itself or of all or substantially all of its assets, and, in each case, such proceeding (or similar action) is not dismissed or withdrawn after a period of 30 days, provided that such grace period will apply only if such proceeding (or action) is diligently contested in good faith and does not disrupt the normal operations of the Restricted Party concerned; or

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(i) an Obligor denies its obligations under the Loan Documents or claims any of the Loan Documents to be invalid or withdrawn in whole or in part; or any of the Loan Documents is invalidated by any act, regulation or action by any Governmental Authority or is determined to be invalid by a court or other judicial entity and such determination has not been stayed pending appeal; or

(j) one or more final judgments (from which there is no appeal), writs of execution, garnishments or attachments in execution of judgments, or similar processes representing claims in an aggregate of US $20,000,000 or more for all Restricted Parties at any time are issued or levied against any Restricted Parties or any of their Property and are not released, bonded, satisfied, discharged, vacated, stayed or accepted for payment by an insurer within 30 days after their entry, commencement or levy; or

(k) possession of all or a substantial portion of the Property of a Restricted Party is taken by appointment of a receiver, receiver and manager, or otherwise; or

(l) an event, fact or circumstance or series of events, facts or circumstances occurs and has a Material Adverse Effect; or

(m) any Person or Persons acquire Control of the Borrower, (ii) a "Change of Control" or comparable event, however designated, occurs under the terms of any Notes or any Sub Debt, (iii) there is any sale, lease, exchange or other transfer (in one transaction or series of related transactions) of all or substantially all of the Borrower's Property, or (iv) the Borrower's shareholders approve any plan or proposal for the liquidation or dissolution of the Borrower; or

(n) there is a breach of any provision of any of the Loan Documents (other than a covenant or condition whose breach or default in performance is specifically dealt with elsewhere in this Section 8.1) and such breach is not corrected or otherwise satisfied within 30 days from the earlier of (i) the date such Restricted Party becomes aware of such default, and (ii) the date the Agent delivers written notice of the default to such Restricted Party, unless the Required Lenders (having regard to the subject matter of the default) have agreed to a longer period, and in such event, within the period agreed to by the Required Lenders; or

(o) a default occurs under one or more agreements or instruments relating to any Other Secured Obligation of any Restricted Party, if all applicable notice and cure periods have expired and if the effect of such default is to accelerate, or to permit the acceleration of the due date of such Other Secured Obligation, whether or not acceleration actually occurs, or if one or more Restricted Parties fail to pay, or fail to perform delivery under, any such Other Secured Obligation when due.

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8.2 Acceleration and Termination of Rights

(1) If any Event of Default occurs, no Lender shall be under any further obligation to make Advances and the Required Lenders may instruct the Agent to give notice to the Borrower (i) declaring the Lenders' obligations to make Advances to be terminated, whereupon the same shall forthwith terminate, (ii) declaring the Obligations or any of them to be forthwith due and payable, whereupon they shall become and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, and/or (iii) demanding that the Borrower deposit forthwith with the Agent for the Lenders' benefit Cash Collateral equal to the full principal amount at maturity of all L/Cs then outstanding for its account.

(2) Notwithstanding item (1), if a Restricted Party becomes a bankrupt (voluntarily or involuntarily), or institutes any proceeding seeking liquidation, rearrangement, relief of debtors or creditor or the appointment of a receiver or trustee over any material part of its Property, then without prejudice to the other rights of the Lenders as a result of any such event, without any notice or action of any kind by the Agent or the Lenders, and without presentment, demand or protest, the Lenders' obligation to make Advances shall immediately terminate and the Obligations shall immediately become due and payable.

8.3 Payment of L/Cs

(1) Immediately on any Obligations becoming due and payable under Section 8.2, the Borrower shall, without necessity of further act or evidence, be and become thereby unconditionally obligated to deposit forthwith with the Agent for the Lenders' benefit Cash Collateral equal to the full principal amount at maturity of all L/Cs then outstanding for its account and the Borrower hereby unconditionally promises and agrees to do so. The amounts required to be deposited as Cash Collateral form part of the Obligations. The Borrower authorizes the Lenders, or any of them, to debit its accounts with the amount required to pay outstanding L/Cs. Amounts paid to the Agent in respect of L/Cs shall be applied against, and shall reduce,pro rata among the Lenders, to the extent of the amounts paid to the Agent in respect of L/Cs, the obligations of the Borrower to pay amounts then or subsequently payable under L/Cs at the times amounts become payable.

(2) The Borrower shall be entitled to receive interest on cash held as Cash Collateral in accordance with Section 5.3(7).

8.4 Remedies

On the occurrence of any event by which any of the Obligations become due and payable under Section 8.2, the Security shall become immediately enforceable and the Required Lenders may instruct the Agent to take such action or proceedings on behalf of the Lenders and in compliance with Applicable Law as the Required Lenders in their sole discretion deem expedient to enforce the same, all without any additional notice, presentment, demand, protest or other formality, all of which are hereby expressly waived by the Borrower.

8.5 Saving

Neither the Agent nor any Lender shall be under any obligation to the Obligors or any other Person to realize any collateral or enforce the Security or any part thereof or to allow any collateral to be sold, dealt with or otherwise disposed of. Neither the Agent nor any Lender shall be responsible or liable to the Obligors or any other Person for any loss or damage upon the realization or enforcement of, the failure to realize or enforce the Security or any part thereof or the failure to allow any collateral to be sold, dealt with or otherwise disposed of or for any act or omission on their respective parts or on the part of any director, officer, agent, servant or adviser in connection with any of the foregoing, except that the Agent or a Lender may be responsible or liable for any loss or damage arising from its wilful misconduct or gross negligence.

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8.6 Perform Obligations

If an Event of Default has occurred and is continuing and if any Obligor has failed to perform any of its covenants or agreements in the Loan Documents, the Required Lenders, may, but shall be under no obligation to, instruct the Agent on behalf of the Lenders to perform any such covenants or agreements in any manner deemed fit by the Required Lenders without thereby waiving any rights to enforce the Loan Documents. The reasonable expenses (including any legal costs) paid by the Agent and/or the Lenders in respect of the foregoing shall be secured by the Security.

8.7 Third Parties

No Person dealing with the Agent or any Lender or any other agent of the Lenders shall be concerned to inquire whether the Security has become enforceable, or whether the powers which the Agent or the Lenders or such other agent are purporting to exercise have become exercisable, or whether any Obligations remain outstanding, or as to the necessity or expediency of the stipulations and conditions subject to which any action shall be taken, or otherwise as to the propriety or regularity of any action that is proposed.

8.8 Remedies Cumulative

The rights and remedies of the Lenders under the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by Applicable Law. Any single or partial exercise by the Lenders of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained shall not be deemed to be a waiver of or to alter, affect, or prejudice any other right or remedy or other rights or remedies to which the Lenders may be lawfully entitled for the same default or breach. Any waiver by the Lenders of the strict observance, performance or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted by the Lenders shall be deemed not to be a waiver of any subsequent default.

8.9 Set-Off or Compensation

If an Event of Default has occurred and is continuing, each of the Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Obligor against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender has made any demand under this Agreement or any other Loan Document and although such obligations of the Obligor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers' lien) that the Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Agent after any such setoff and application, but the failure to give such notice shall not affect the validity of such setoff and application. If any Affiliate of a Lender exercises any rights under this Section 8.9, it shall share the benefit received in accordance with Section 9.6 as if the benefit had been received by the Lender of which it is an Affiliate.

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ARTICLE 9

AGENCY PROVISIONS

9.1 Authorization of Agent

(1) Each of the Lenders hereby irrevocably appoints NBC as the Agent to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(2) Without limiting Section 9.1(1), each of the Lenders grants to the Agent:

(a) a power of attorney, for the purposes of Applicable Laws in respect of the Security to sign documents comprising the Security from time to time (as the party accepting the grant of the Security); and

(b) the right to delegate its authority as attorney to any other Person, whether or not an officer or employee of the Agent.

9.2 Rights as a Lender

The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Restricted Party or any Affiliate thereof as if such Person were not the Agent and without any duty to account to the Lenders.

9.3 Exculpatory Provisions

(1) The Agent and each co-lead arranger (if applicable) shall not have any duties or obligations except those expressly specified herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent each co-lead arranger (if applicable):

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent or a co-lead arranger (if applicable) is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), but the Agent or the co-lead arrangers (if applicable) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose them to liability or that is contrary to any Loan Document or Applicable Law; and