Amendment No. 1 to $50,000,000 6.85% Senior Convertible Notes by Golden Star Resources Ltd.
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Summary
Golden Star Resources Ltd. and the holders of its $50 million 6.85% Senior Convertible Notes, originally issued on April 15, 2005, have agreed to amend certain definitions in the notes. The changes clarify that both the company and its subsidiaries may incur certain types of permitted debt, and specifically list two credit arrangements as allowed under the agreement. All other terms of the original notes remain unchanged. This amendment is effective as of January 17, 2007, and is signed by both Golden Star and a representative holder.
EX-4.5 3 d44511exv4w5.htm AMENDMENT NO. 1 TO SENIOR CONVERTIBLE NOTES exv4w5
Exhibit 4.5
GOLDEN STAR RESOURCES LTD.
Amendment No. 1 to
$50,000,000 6.85% Senior Convertible Notes issued April 15, 2005
$50,000,000 6.85% Senior Convertible Notes issued April 15, 2005
This Amendment No. 1 to the $50,000,000 6.85% Senior Convertible Notes issued by Golden Star Resources Ltd. on April 15, 2005 is made by and among Golden Star Resources Ltd. and each of the Holders listed below to amend certain terms of the Notes. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Notes.
| 1. | The definition of “Permitted Acquisition Indebtedness” in Section 27(s) of each Note is hereby amended by inserting “or any of its Subsidiaries” after “Company” in the second line of the definition. | ||
| 2. | The definition of “Permitted Senior and Pari Passu Indebtedness” in Section 27(w) is hereby amended by (i) inserting “or any of its Subsidiaries” after “Company” in the second line of the definition and (ii) inserting “or guarantees of any Subsidiary” after “guarantees” in clause (iii) of the definition. |
Golden Star and the Holders further agree, for the avoidance of doubt, that the following credit arrangements constitute Permitted Senior and Pari Passu Indebtedness: (i) Caterpillar Financial Services Corporation Equipment Financing and (ii) EcoBank Ghana Ltd. Medium-Term Loan.
Except as specifically modified by this Amendment, all other terms and conditions and obligations of Golden Star Resources Ltd. and the Holders pursuant to the Notes remain in full force and effect. This Amendment may be executed in counterparts. This Amendment is effective as of January 17, 2007.
GOLDEN STAR RESOURCES LTD.
By: | /s/ Roger Palmer | |||
| Roger Palmer | ||||
| Interim Chief Financial Officer | ||||
| Golden Star Resources Ltd | ||||
Agreed as of this 29 day of January, 2007. The undersigned represents that as of this date, it is the Holder of $ 12,500,000 principal amount of the Notes.
By: Name: | /s/ John MacDonald | |||
Company: | Deutech Bank Securities Ltd. | |||
Title: | VP Global Prime Services |
