Amendment Agreement to Purchase Agreement and Promissory Note among Ashanti Goldfields (Teberebie) Limited, Pioneer Goldfields II Limited, Pioneer Investment Management USA Inc., and Ashanti Goldfields Company Limited dated March 19, 2003
This agreement amends a previous purchase agreement and promissory note between Ashanti Goldfields (Teberebie) Limited, Pioneer Goldfields II Limited, Pioneer Investment Management USA Inc., and Ashanti Goldfields Company Limited. The amendments reduce the base purchase price and principal sum, adjust certain payment amounts, delete specific provisions, and set a new end date for indemnification obligations. The parties agree that no indemnification claims have been or will be made before the new end date, and certain guarantee obligations will also terminate. The agreement is governed by New York law.
Exhibit 10.1
Ashanti Goldfields (Teberebie) Limited
(Registered in the Cayman Islands)
Ugland House
P O Box 309
South Church Street
Tortola
Grand Cayman
Cayman Islands
To:
Pioneer Goldfields II Limited (the “Seller”)
C/o Carey Langlois
7 New Street
St Peter Port
Guernsey
Channel Islands
Pioneer Investment Management USA Inc. (formerly The Pioneer Group, Inc.)(“PGI”)
60 State Street
Boston
Massachusetts
USA
Ashanti Goldfields Company Limited (“AGC”)
Gold House
Patrice Lumumba Road
Roman Ridge
PO Box 2665
Accra
Ghana
Date: 19 March 2003
Dear Sirs
Purchase Agreement (“Purchase Agreement”) dated as of 11 May 2000 between (1) AGC; (2) the Seller; (3) PGI; and (4) Ashanti Goldfields (Teberebie) Limited (the “Buyer”) and Promissory Note (the “Note”) dated 19 June 2000 made by the Buyer in favor of the Seller.
Please confirm, by countersigning a copy of this letter, your agreement to amend the Purchase Agreement with effect from the date hereof pursuant to section 21(a) thereof as follows:
| (a) | the reference in section 2.3(a) of the Purchase Agreement to “Eighteen Million Seven Hundred and Ninety-Nine Thousand Nine Hundred and Ninety-Nine U.S. Dollars (US$18,799,999) (the “Base Purchase Price”)” |
| shall be replaced by “Seventeen Million Six Hundred and Ninety-Nine Thousand Nine Hundred and Ninety-Nine U.S. Dollars (US$17,699,999) (the “Base Purchase Price”)”; |
| (b) | the reference in section 2.3 (c) (iv) of the Purchase Agreement to “Three Million, Seven Hundred and Fifty Thousand U.S Dollars (US$3,750,000)” shall be replaced by “Four Million, Seven Hundred Thousand U.S. Dollars (US$4,700,000)”; |
| (c) | section 2.3 (c) (v) of the Purchase Agreement shall be deleted in its entirety; |
| (d) | the reference in section 14.4 of the Purchase Agreement to “the expiry of 5 years from the Closing Date” shall be replaced by “19 March 2003 (the “End Date”)”; and |
| (e) | the following sentence shall be added to the end of section 14.4: “Notwithstanding the foregoing or anything to the contrary contained in this Agreement, neither party shall have any obligation whatsoever to indemnify the other party pursuant to section 14.1(a) or section 14.1(b), respectively, or otherwise under this Agreement, after the End Date.” |
The parties hereto acknowledge and agree that no claims have been or will be asserted in writing as a claim for indemnification pursuant to Section 14 on or before the End Date, provided that if any such claim is asserted on or before the End Date, this amendment shall immediately become void and of no further force and effect.
Further, PGI’s obligation under sections 18.1, 18.2 and 18.3 of the Purchase Agreement to guarantee to the Buyer the Seller’s performance of its obligations under the Purchase Agreement will terminate effective simultaneously with the termination of the parties’ indemnification obligations on the End Date pursuant to subsection (e) above.
Please also confirm, by countersigning a copy of this letter, your agreement to amend the Note with effect from the date hereof as follows:
| (a) | in the first paragraph of the Note the reference to “the principal sum of Thirteen Million Eight Hundred Thousand Dollars ($13,800,000)” shall be replaced by “the principal sum of Twelve Million Seven Hundred Thousand Dollars ($12,700,000)”; |
| (b) | in subsection 4. of the Note, the reference to “Three Million Seven Hundred Fifty Thousand U.S. Dollars (US$3,750,000)” shall be replaced by “Four Million Seven Hundred Thousand U.S. Dollars (US$4,700,000)”; and |
| (c) | subsection 5 shall be deleted in its entirety. |
This amendment to the Purchase Agreement and Note shall be governed by New York law, other than the conflict of law provisions thereof.
Yours faithfully,
/s/ Kweku Awotwi
for and on behalf of Ashanti Goldfields(Teberebie) Limited
| Pioneer Goldfields II Limited Agreed | ||
| By: | /s/ Stephen G. Kasnet | |
| Name: | Stephen G. Kasnet | |
| Title: | President | |
| Date: | 3/19/03 | |
| Pioneer Investment Management USA Inc. (formerly The Pioneer Group, Inc.) Agreed | ||
| By: | /s/ Mark D. Goodwin | |
| Name: | Mark D. Goodwin | |
| Title: | CFO | |
| Date: | 3/20/03 | |
| Ashanti Goldfields Company Limited Agreed | ||
| By: | /s/ Merene Botsio-Phillips | |
| Name: | Merene Botsio-Phillips | |
| Title: | General Counsel | |
| Date: | 19 March 2003 | |
