CONSENT
Exhibit 10.4
This CONSENT is given as of April 24, 2003 by XXXXXXX GOLDFIELDS COMPANY LIMITED, a Ghana corporation (“AGC”), and XXXXXXX GOLDFIELDS TEBEREBIE LIMITED, a Cayman Islands corporation (“Xxxxxxx” and, together with AGC, the “Xxxxxxx Entities”).
Reference is made to that certain Purchase Agreement dated as of May 11, 2000, as amended as of March 19, 2003 (the “Stock Purchase Agreement”), by and among AGC, Xxxxxxx, Pioneer Asset Management USA Inc. (formerly “The Pioneer Group, Inc.”) and Pioglobal Goldfields II Limited (formerly “Pioneer Goldfields II Limited”) (“Pioglobal”), pursuant to which Xxxxxxx purchased from Pioglobal all of the outstanding shares of capital stock of Pioneer Goldfields Limited. Capitalized terms used but not defined herein shall have the meanings set forth in the Stock Purchase Agreement.
Pursuant to Section 2.3(f) of the Stock Purchase Agreement, Pioglobal may assign its right to receive Supplemental Payments thereunder with the prior written consent of Xxxxxxx.
The Xxxxxxx Entities have been informed by Pioglobal and HSBC Bank USA (“Bank”), that Pioglobal intends to sell, assign and transfer to Bank, all of Pioglobal’s right, title and interest to the remaining Supplemental Payments to be made by Xxxxxxx under the Stock Purchase Agreement (the “Purchased Interest”), effective upon the execution and delivery of this Consent by the Xxxxxxx Entities.
Each of the Xxxxxxx Entities hereby acknowledges that the Stock Purchase Agreement is in full force and effect and, other than the amendment dated as of March , 2003 to the Stock Purchase Agreement and the Note delivered by Xxxxxxx to Pioglobal pursuant to Section 2.3(c) of the Stock Purchase Agreement, the Stock Purchase Agreement has not been modified, changed, altered, supplemented, amended or terminated in any respect.
Each of the Xxxxxxx Entities hereby consents to the assignment, sale, conveyance, transfer and delivery by Pioglobal to Bank of the Purchased Interest.
Each of the Xxxxxxx Entities hereby irrevocably agrees that it shall hereafter make payment in respect of the Supplemental Payments directly to Bank or to its order, and shall otherwise treat Bank (and its successors and assigns) as the “Seller” under the Stock Purchase Agreement with respect to the payment of Supplemental Payments, including, without limitation, under Sections 2.3(d), 2.3(e), 2.3(f) and 18.6 of the Stock Purchase Agreement, and that Bank may enforce its rights to receive such payments directly against Xxxxxxx or AGC, as the case may be.
| XXXXXXX GOLDFIELDS COMPANY LIMITED |
XXXXXXX GOLDFIELDS TEBEREBIE LIMITED | |||||
| By: |
/s/ Xxx X. Jonah |
By: |
/s/ Xxxxx Xxxxxx | |||
| Name: |
Xxx X. Jonah |
Name: |
Xxxxx Xxxxxx | |||
| Title: |
Chief Executive |
Title: |
Director | |||
