Exhibit 10.3
ESCROW AGREEMENT
ESCROW AGREEMENT dated as of August 24, 1999 (this "Agreement")
AMONG:
GOLDEN STAR RESOURCES LTD. ("Golden Star"), a Canadian corporation
AND
TD SECURITIES (USA) INC. (the "Agent")
AND
INTERNATIONAL FINANCE CORPORATION ("IFC"), as representative of the
sellers named in Schedule B attached hereto (the "Sellers")
AND
IBJ WHITEHALL BANK & TRUST COMPANY (the "Escrow Agent")
WHEREAS:
A. Golden Star and the Agent entered into an Agency Agreement dated August
16, 1999 (the "Agency Agreement"; terms defined in the Agency Agreement
and not otherwise defined herein having the meanings ascribed to them
in the Agency Agreement), pursuant to which the Agent agreed to act as
Golden Star's exclusive Agent, on a best efforts basis, in connection
with the issuance and sale by Golden Star of the Securities (the
"Offering");
B. The gross proceeds of the Offering to Golden Star are U.S.$7,616,500
(the "Gross Proceeds"), such Gross Proceeds representing the sum of the
proportionate amounts paid by separate investors purchasing the
Securities (each an "Investor" and collectively the "Investors");
C. It is contemplated under the Agency Agreement that the Agent will, on
the Closing Date of the Offering (being the date hereof), deposit or
cause to be deposited on behalf of the Investors into escrow 50% of the
Gross Proceeds in cash, being the sum of U.S.$3,808,250 (the "Agency
Escrow Amount");
D. It is also contemplated under the Agency Agreement that Golden Star
will, upon completion of the Bogoso Acquisition, pay to the Agent the
sum of U.S.$209,453.75 in respect of the balance of the fees payable to
the Agent in connection with the Offering;
E. It is contemplated by Golden Star, the Agent and IFC that, in respect
of the completion of the Bogoso Acquisition, Golden Star is to pay to
the Sellers of the Bogoso Gold Mine that is the
subject of the Bogoso Acquisition the Agency Escrow Amount, together
with a further sum of U.S.$691,750 (the "Bogoso Acquisition Balance"),
so that the Sellers will receive the aggregate sum of U.S.$4,500,000
upon completion of the Bogoso Acquisition;
F. In order to address the interests of the various parties referred to in
Recitals C, D and E above, on the Closing Date, the Agent will deposit
or cause to be deposited into escrow on behalf of the Investors the
Agency Escrow Amount, and Golden Star will deposit or cause to be
deposited into escrow the sum of U.S.$901,203.75 (being the aggregate
amount of the Agent's Fee and the Bogoso Acquisition Balance), so that
a total of U.S.$4,709,453.75 (the "Escrow Amount") shall have been
deposited into escrow, which Escrow Amount is to be held and disbursed
by the Escrow Agent in accordance with the terms of this Agreement;
G. It is also contemplated under the Agency Agreement that Golden Star
will, on the Closing Date, deposit or cause to be deposited into escrow
all of the Securities sold pursuant to the Offering, which consist of
U.S.$4,155,000 principal amount of Debentures, 831,000 Four-Year
Warrants, 6,923,000 Shares, and 3,461,500 Warrants (collectively, the
"Escrow Securities") and which Escrow Securities are to be held and
disbursed by the Escrow Agent in accordance with the terms of this
Agreement;
H. A copy of the Agency Agreement has been delivered to the Escrow Agent,
and the Escrow Agent is willing to act as the Escrow Agent hereunder;
and
I. The Escrow Agent will hold (i) the Escrow Amount and (ii) the Escrow
Securities in Account No. ES-404 at IBJ Whitehall Bank & Trust Company,
New York, New York, ABA No. 000000000, Attention: X. Xxxxxxxxxx,
Corporate Trust Department, Reference: Golden Star Resources Escrow
Account (the "Escrow Account").
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein and in the Agency Agreement, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Appointment and Agreement of Escrow Agent.
Golden Star, the Agent and IFC hereby appoint the Escrow Agent to serve
as, and the Escrow Agent hereby agrees to act as, escrow agent upon the
terms and conditions of this Agreement.
2. Purpose of the Escrow Account.
Golden Star and the Agent hereby represent to the Escrow Agent that the
Escrow Amount and the Escrow Securities are being deposited with the
Escrow Agent and are to be held by the Escrow Agent in the Escrow
Account for the purpose of securing the completion by Golden Star of
the Bogoso Acquisition.
3. Establishment of the Escrow Account.
(a) Pursuant to Section 2 of the Agency Agreement, on the date
hereof, the Agent shall deliver to the Escrow Agent the Agency
Escrow Amount and Golden Star shall deliver to the Escrow
Agent the issued certificates for the Escrow Securities
evidencing the names of the registered holders of the Escrow
Securities and, for each type of Escrow Securities, the
respective amounts of such Escrow Securities held by
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each Investor. In addition, on the date hereof, Golden Star
shall deliver to the Escrow Agent the sum of U.S.$901,203.75
which, together with the Agency Escrow Amount, constitute the
Escrow Amount.
(b) The Escrow Agent shall hold (i) the Escrow Amount and all
interest and other amounts earned thereon (collectively, the
"Escrow Funds") and (ii) the Escrow Securities, in escrow
pursuant to this Agreement, in the Escrow Account.
(c) Each of the Agent and Golden Star confirms to the Escrow Agent
and to each other that the Escrow Funds and the Escrow
Securities are free and clear of all encumbrances except as
may be created by this Agreement and the Agency Agreement.
4. Release of Escrow Funds and Escrow Securities from the Escrow Account.
(a) In the event that the Bogoso Acquisition is to be completed on
or before December 10, 1999:
(i) U.S.$4,500,000 of the Escrow Funds are to be released
to IFC at the closing of the Bogoso Acquisition (the
"Bogoso Acquisition Closing Time") and, for this
purpose, Golden Star, the Agent and IFC shall give to
the Escrow Agent joint written notice executed by
Golden Star, the Agent and IFC of the Bogoso
Acquisition Closing Time. The said notice shall be
given by Golden Star, the Agent and IFC to the Escrow
Agent no earlier than 4:00 p.m. (New York time) on
the second "Business Day" (meaning herein a business
day in the City of New York) preceding the day of the
closing of the Bogoso Acquisition and no later than
10:00 a.m. (New York time) on the Business Day
immediately preceding the day of the closing of the
Bogoso Acquisition. Such notice shall be given by
telecopier and the party telecopying the notice
(whether Golden Star, the Agent or IFC) shall,
immediately following the completion of the telecopy
transmission, telephone the Escrow Agent at the
telephone number set out in Section 10 hereof to
obtain verbal confirmation of the Escrow Agent's
receipt of the notice. Upon the Escrow Agent's
receipt of such notice, the Escrow Agent shall
promptly arrange for the release of U.S.$4,500,000 of
the Escrow Funds from the Escrow Account and arrange
to deliver or cause to be delivered to IFC, by the
Bogoso Acquisition Closing Time, such U.S.$4,500,000
of the Escrow Funds by way of wire transfer of
immediately available funds to such account as shall
be specified by IFC in the said notice to the Escrow
Agent,
(ii) upon completion of the Bogoso Acquisition, Golden
Star and the Agent shall promptly give to the Escrow
Agent joint written notice executed by Golden Star
and the Agent of the completion of the Bogoso
Acquisition and, upon the Escrow Agent's receipt of
such notice, the Escrow Agent shall in the following
order:
(A) immediately arrange for the release of
U.S.$209,453.75 of the Escrow Funds from the
Escrow Account and arrange to deliver or
cause to be delivered to the Agent such
U.S.$209,453.75 of the Escrow Funds by way
of wire transfer of immediately available
funds to such account as
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shall be specified by the Agent in the said
notice to the Escrow Agent, and
(B) immediately arrange for the release of the
balance, if any, of the Escrow Funds from
the Escrow Account and arrange to deliver or
cause to be delivered to Golden Star such
remaining balance of the Escrow Funds by way
of wire transfer of immediately available
funds to such account as shall be specified
by Golden Star in the said notice to the
Escrow Agent, and
(iii) upon the completion of the Bogoso Acquisition, Golden
Star and the Agent shall promptly give to the Escrow
Agent joint written notice executed by Golden Star
and the Agent of the completion of the Bogoso
Acquisition and, upon the Escrow Agent's receipt of
such notice, the Escrow Agent shall immediately
arrange to release from the Escrow Account to each
Investor the certificates for the Escrow Securities
registered in the name of such Investor and, subject
to being provided with the address of record for such
Investor if not already appearing on a particular
certificate for the Escrow Securities held by such
Investor, arrange to deliver or cause to be delivered
such certificates for the Escrow Securities to such
Investor.
(b) In the event that the Bogoso Acquisition is not completed by
the earlier of December 10, 1999 and the date on which the
Bogoso Acquisition is terminated or abandoned (the "Failure to
Complete"), Golden Star, the Agent and IFC shall, by 4:30 p.m.
(New York time) on the next Business Day following the Failure
to Complete date, give to the Escrow Agent joint written
notice executed by Golden Star, the Agent and IFC of such
Failure to Complete and Golden Star shall promptly send
written notice of such Failure to Complete to each Investor
(the manner and procedure for giving such notice to each
Investor shall be as provided for in the Supplemental
Indenture dated as of the date hereof (the "Supplemental
Indenture") between Golden Star and IBJ Whitehall Bank & Trust
Company, as trustee). Within three Business Days after the
Escrow Agent's receipt of the notice to it, the Escrow Agent
shall:
(i) arrange to release from the Escrow Account and,
subject to being provided with addresses and/or
wiring instructions for bank accounts of each of the
Investors, as applicable, arrange to deliver or cause
to be delivered to each of the Investors:
A. the Investor's pro rata portion of the
Agency Escrow Amount attributable to the
number of Units purchased by such Investor,
together with accrued interest in respect of
such amount less any Canadian withholding
taxes,
B. certificates for 50% of the total number of
Shares and 50% of the total number of
Warrants registered in the name of the
Investor,
C. certificates for 50% of the total number of
Four-Year Warrants registered in the name of
the Investor, and
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D. certificates for 100% of the total principal
amount of the Debentures registered in the
name of the Investor, and
(ii) arrange to release from the Escrow Account and
deliver to Golden Star:
(A) the certificates for the remaining 50% of
the total number of Shares and the remaining
50% of the total number of Warrants held in
the Escrow Account,
(B) the certificates for the remaining 50% of
the total number of the Four-Year Warrants
held in the Escrow Account,
(C) the portion of the Agency Escrow Amount
derived from the sale of Debentures (and
Four-Year Warrants), together with all
interest earned on such portion of the
Agency Escrow Amount, by way of wire
transfer of immediately available funds to
such account as shall be specified by Golden
Star in the notice to the Escrow Agent, and
(D) all remaining funds in the Escrow Account by
way of wire transfer of immediately
available funds to such account as shall be
specified by Golden Star in the notice to
the Escrow Agent.
(c) In the event of a Failure to Complete and following the Escrow
Agent's satisfaction of the requirements set out in Section
4(b) above, Golden Star shall:
(i) promptly cancel the certificates for the Shares,
Warrants and Four-Year Warrants returned to Golden
Star and the securities represented thereby, and
(ii) as soon as possible but in any event within 30 days
of the Failure to Complete date, repurchase from each
Investor on a pro rata basis 50% of the principal
amount of the Debentures outstanding, in accordance
with the special mandatory right of redemption set
out in the Debentures and the Supplemental Indenture
in the event of such Failure to Complete, at a
purchase price equal to the principal amount of such
Debentures plus all accrued and unpaid interest
thereon.
5. Maintenance of the Escrow Account; Termination of the Escrow Account.
(a) The Escrow Agent shall continue to maintain the Escrow
Account, until the earlier of (i) the time at which there
shall be no Escrow Securities and no Escrow Funds in the
Escrow Account and (ii) the termination of this Agreement.
(b) Notwithstanding any other provision of this Agreement to the
contrary, at any time prior to the termination of the Escrow
Account, the Escrow Agent shall, if so instructed in a joint
writing signed by Golden Star, the Agent and IFC, release from
the Escrow Account, as instructed, to (i) Golden Star, the
Agent or IFC, as directed in such writing, the amount of the
Escrow Funds in cash so instructed (and if such cash is not
available, shall liquidate such investments in respect of the
Escrow Funds
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as are necessary to make such payment) and/or (ii) any
Investors, as directed in such writing, certificates for the
Escrow Securities so instructed.
6. Investment of Escrow Funds.
The Escrow Agent shall invest and reinvest moneys on deposit in the
Escrow Account in short-term United States treasury obligations, unless
joint written notice to the contrary executed by Golden Star and the
Agent is given to the Escrow Agent. Such United States treasury
obligations shall initially have a maturity date that is on or about,
but no later than, September 3, 1999. If the Escrow Agent shall not
have received the notice referred to in Section 4(a)(i) hereof by 10:00
a.m. (New York time) on September 3, 1999, the successive terms of the
investments shall be such that the investments may be liquidated on
eight hours' notice, unless joint written notice to the contrary
executed by Golden Star and the Agent is given to the Escrow Agent.
Notwithstanding the foregoing provisions of this Section 6, if
necessary to satisfy any required or permitted distributions under this
Agreement, the Escrow Agent may sell or liquidate, in its sole
discretion, any one or more investments made with respect to the moneys
on deposit in the Escrow Account prior to maturity and the Escrow Agent
shall not be liable to Golden Star, the Agent, IFC or the Investors for
any loss or penalties resulting from or relating to such sale or
liquidation.
7. Assignment of Rights to the Securities or Escrow Funds; Assignment of
Obligations; Successors.
This Agreement may not be assigned by operation of law or otherwise
without the express written consent of the other parties hereto (which
consent may be granted or withheld in the sole discretion of such other
parties); provided, however, that the Agent may assign this Agreement
to an affiliate of the Agent without the consent of the other parties.
This Agreement shall be binding upon and inure solely to the benefit of
the parties hereto and their permitted assigns.
8. Escrow Agent.
(a) Except as expressly contemplated by this Agreement or by joint
written instructions executed by the Agent, Golden Star and
IFC, the Escrow Agent shall not sell, transfer or otherwise
dispose of in any manner all or any portion of the Escrow
Securities or the Escrow Funds, except pursuant to an order of
a court of competent jurisdiction.
(b) The duties and obligations of the Escrow Agent shall be
determined solely by this Agreement, and the Escrow Agent
shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this
Agreement.(c)In the performance of its duties hereunder, the
Escrow Agent shall be entitled to rely upon any document,
instrument or signature believed by it in good faith to be
genuine and signed by any party hereto or an authorized
officer or agent thereof, and shall not be required to
investigate the truth or accuracy of any statement contained
in any such document or instrument. The Escrow Agent may
assume that any person purporting to give any notice in
accordance with the provisions of this Agreement has been duly
authorized to do so.
(c) The Escrow Agent shall not be liable for any error of
judgment, or any action taken, suffered or omitted to be
taken, hereunder except in the case of its gross negligence,
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bad faith or willful misconduct. The Escrow Agent may consult
with counsel of its own choice and shall have full and
complete authorization and protection for any action taken or
suffered by it hereunder in good faith and in accordance with
the opinion of such counsel.
(d) The Escrow Agent shall have no duty as to the collection or
protection of the Escrow Account, the Escrow Securities, the
Escrow Funds or income thereon, nor as to the preservation of
any rights pertaining thereto, beyond the safe custody of any
such funds actually in its possession.
(e) As compensation for its services to be rendered under this
Agreement, for each year or any portion thereof, the Escrow
Agent shall receive a fee in the amount specified in Schedule
A to this Agreement and shall be reimbursed upon request for
all expenses, disbursements and advances, including reasonable
fees of outside counsel (using one United States counsel and,
to the extent necessary, one Canadian counsel), if any,
incurred or made by it in connection with the preparation of
this Agreement and the carrying out of its duties under this
Agreement. All such fees and expenses shall be the
responsibility of Golden Star.
(f) Golden Star shall reimburse and indemnify the Escrow Agent
for, and hold it harmless against, any loss, liability or
expense (including, without limitation, reasonable attorneys'
fees) incurred without gross negligence, bad faith or wilful
misconduct on the part of the Escrow Agent arising out of, or
in connection with the acceptance of, or the performance of,
its duties and obligations under this Agreement. The
obligations pursuant to this Section 8(g) shall survive
termination of this Agreement and remain in full force and
effect.
(g) The Escrow Agent may at any time resign by giving 20 Business
Days' prior written notice of resignation to Golden Star, the
Agent and IFC. Golden Star, the Agent and IFC may at any time
jointly remove the Escrow Agent by giving 10 Business Days'
written notice signed by each of them to the Escrow Agent. If
the Escrow Agent shall resign or be removed, a successor
Escrow Agent (which shall be a bank or trust company having an
office in the Borough of Manhattan in the City of New York and
which shall be acceptable to Golden Star, the Agent and IFC,
acting reasonably) shall be appointed by written instrument
executed by Golden Star, the Agent and IFC and delivered to
the Escrow Agent and to such successor Escrow Agent and,
thereupon, the resignation or removal of the predecessor
Escrow Agent shall become effective and such successor Escrow
Agent, without any further act, deed or conveyance, shall
become vested with all right, title and interest to all cash
and property held hereunder of such predecessor Escrow Agent,
and such predecessor Escrow Agent shall, on the written
request of Golden Star, the Agent, IFC or the successor Escrow
Agent, execute and deliver to such successor Escrow Agent all
the right, title and interest hereunder in and to the Escrow
Account of such predecessor Escrow Agent and all other rights
hereunder of such predecessor Escrow Agent. If no successor
Escrow Agent shall have been appointed within 10 Business Days
of a notice of resignation by the Escrow Agent, the Escrow
Agent's sole responsibility shall thereafter be to hold the
Escrow Securities and the Escrow Funds until the earliest of
its receipt of designation of a successor Escrow Agent, a
joint written instruction by Golden Star, the Agent and IFC,
and termination of this Agreement in accordance with its
terms.
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9. Termination.
This Escrow Agreement shall terminate on the date on which (a) there
are no Escrow Securities remaining in the Escrow Account, and (b) there
are no Escrow Funds remaining in the Escrow Account.
10. Notices.
All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made by delivery
(except notices delivered pursuant to Section 4(a)(i) hereof) or by
telecopier, to the respective parties at the following addresses (or at
such other address for a party as shall be specified in a notice given
in accordance with this Section 10):
(a) if to Golden Star:
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx, X.X.X 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000 or (000)000-0000
Attention: President
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx, X.X.X. 00000-0000
Telecopier: (000)000-0000
Telephone: (000)000-0000
Attention: Xx. Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx
19th Floor, 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Telecopier: (000)000-0000
Telephone: (000)000-0000
Attention: Xx. Xxxxxxx X. Xxxxxxxxx
(b) if to the Agent:
TD Securities (USA) Inc.
c/o TD Securities Inc.
00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxxxx-Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Telecopier: (000)000-0000
Telephone: (000)000-0000
Attention: Xx. Xxxx XxXxxxxx
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with a copy to:
Shearman & Sterling
Commerce Court West
Suite 4405, 000 Xxx Xxxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Telecopier: (000)000-0000
Telephone: (000)000-0000
Attention: Xx. Xxxxx X. Xxxxx
(c) if to IFC:
International Finance Corporation
0000 Xxxxxxxxxxxx Xxxxxx X.X.
Xxxxxxxxxx, X.X., X.X.X. 00000
Telecopier: (000)000-0000
Telephone: (000)000-0000
Attention: Mr. Xxxxx Xxxxxx
(d) if to the Escrow Agent:
IBJ Whitehall Bank & Trust Company
Corporate Finance Department
Xxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx, X.X.X. 00000
Telecopier: (000)000-0000
Telephone: (000)000-0000
Attention: Xx. Xxxx Xxxxx
11. Governing Law.
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to contracts executed and
to be performed entirely within that State.
12. Amendments.
This Agreement may not be amended or modified except (a) by an
instrument in writing signed by, or on behalf of, Golden Star, the
Agent, IFC and the Escrow Agent or (b) by a waiver in accordance with
Section 13 of this Agreement.
13. Waiver.
Any party hereto may (a) extend the time for the performance of any
obligation or other act of any other party hereto, or (b) waive
compliance with any agreement or condition contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument
in writing signed by the party or parties to be bound thereby. Any
waiver of any term or condition shall not be construed as a waiver of
any subsequent breach or a subsequent waiver of the same term or
condition, or a waiver of any other term or condition, of this
Agreement. The failure of any party to assert any of its rights
hereunder shall not constitute a waiver of any of such rights.
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14. Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic and legal
substance of the transactions contemplated by this Agreement is not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated by this Agreement be
consummated as originally contemplated to the fullest extent possible.
15. Entire Agreement.
This Agreement and the Agency Agreement constitute the entire agreement
of the parties hereto with respect to the subject matter hereof and
supersede all prior agreements and undertakings, both written and oral,
among Golden Star, the Agent, IFC and the Escrow Agent with respect to
the subject matter hereof.
16. No Third Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their
permitted assigns and nothing herein, express or implied, is intended
to or shall confer upon any other person or entity any legal or
equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
17. Submission to Jurisdiction.
Each of the parties hereto hereby submits to the nonexclusive
jurisdiction of the Federal courts in the southern district of the
State of New York in any suit or proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby. The
submission by IFC to the jurisdiction of such courts does not
constitute a waiver by it of the immunities and privileges granted to
it under any international instrument or applicable law.
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18. Headings.
The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
19. Counterparts.
This Agreement may be executed by telecopier and in one or more
counterparts, and by different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all
of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly
authorized.
GOLDEN STAR RESOURCES LTD.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President, General Counsel
and Secretary
TD SECURITIES (USA) INC.
By: /s/ Xxxxx xx Xxxxx
----------------------
Name: Xxxxx xx Xxxxx
Title: Vice President and Director
INTERNATIONAL FINANCE CORPORATION
By: /s/ Xxxxxxxx Xxxxx
----------------------
Name: Xxxxxxxx Xxxxx
Title: Acting Manager
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ Xxxx Xxxxx
------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
SCHEDULE A
[Escrow Agent Fees]
SCHEDULE B
List of Sellers
Bank Austria AG
Bank Austria Cayman Islands Ltd.
Banque Internationale a Luxembourg
CLIFAP
Credit Lyonnais
DEG-Deutsche Investitions und Entwicklungsgesellschaft mbH
DB (Belgium) Finance N.V.
Ecobank Transnational Incorporated
International Finance Corporation
Societe Generale
The Sumitomo Bank, Limited
