EX-10.15a



 Exhibit 10.15a 
 Execution Version 
 Dated May 10th, 2011 

KOIDU HOLDINGS S.A. 
 (as Borrower) 
 and 

BSG RESOURCES LIMITED 
 (as Guarantor) 
 and 

LAURELTON DIAMONDS, INC. 
 (as Original Lender) 
  

 
 AMENDMENT AGREEMENT RELATING TO A
US$50,000,000 
 AMORTISING TERM LOAN FACILITY AGREEMENT 
 DATED 30 MARCH 2011 
  







 THIS AMENDMENT AGREEMENT (the “Amendment Agreement”) is dated
May 10th, 2011 and made between: 

 

	(1)	KOIDU HOLDINGS S.A., a company incorporated in the British Virgin Islands with registered number 552189 and which is registered to carry on business in Sierra
Leone under registration number C.F.(F) 8/2003 (the “Borrower”); 

  

	(2)	BSG RESOURCES LIMITED, a company incorporated in Guernsey with registered number 46565 (the “Guarantor”); and 


 

	(3)	LAURELTON DIAMONDS, INC., a company incorporated under the laws of the State of Delaware, United States of America with registered number 01-0715717 (the
“Original Lender”). 

 WHEREAS: 

 

	(A)	The Borrower, the Guarantor and the Original Lender (collectively, the “Parties” and any one of them, a “Party”) have entered into a
US$50,000,000 amortising term loan facility agreement dated 30 March 2011 (the “Facility Agreement”). 

  

	(B)	The Parties wish to amend the Facility Agreement on the terms and subject to the conditions set out in this Amendment Agreement. 


It is agreed as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Definitions 

 In this
Amendment Agreement: 
 “Effective Date” means the date on which this Amendment Agreement has been executed and
delivered by each of the Parties. 
  

	1.2	Incorporation of Defined Terms 

  

	 	(a)	Terms defined in the Facility Agreement shall, unless otherwise defined herein, have the same meaning in this Amendment Agreement. 


 

	 	(b)	The principles of construction set out in Clause 1.2 (Construction) of the Facility Agreement shall have effect as if set out in this Amendment Agreement
mutatis mutandis. 

  

	 	(c)	This Amendment Agreement is intended to take effect as a deed notwithstanding that certain parties may have executed it under hand only. 


 

	1.3	Clauses 

  

	 	(a)	In this Amendment Agreement any reference to a “Clause” is, unless the context otherwise requires, a reference to a Clause to this Amendment Agreement.



  
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	 	(b)	Clause headings are for ease of reference only. 

  

	1.4	Third Party Rights 

 A
person who is not a party to this Amendment Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment Agreement. 

 

	1.5	Designation as Finance Document 

 In accordance with the Facility Agreement, the Parties designate this Amendment Agreement as a Finance Document. 
  

	2.	AMENDMENTS 

 With effect
from the Effective Date the Facility Agreement shall be amended by deleting Clause 8.2 of the Facility Agreement and replacing it with the following: 
  

	 	“8.2	Payment of Interest 

  

	 	8.2.1	For each Interest Period that ends on or before the second anniversary of the date of this Agreement, all accrued interest on each Loan during each such Interest Period
shall be capitalised and added to the principal amount of each such Loan on the last day of each such Interest Period. 

  

	 	8.2.2	For each Interest Period that ends after the second anniversary of the date of this Agreement, the Borrower shall pay accrued interest on each Loan on the last day of
each such Interest Period.” 

  

	3.	CONTINUITY AND FURTHER ASSURANCE 

  

	3.1	Continuing Obligations 


The provisions of the Facility Agreement shall, save as amended hereby, continue in full force and effect. 

 

	3.2	Further Assurance 

 The
Obligors shall do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Amendment Agreement. 
  

	4.	CONFIRMATION 


Confirmation of Guarantee 
 The Guarantor acknowledges the amendments to be effected by this Amendment Agreement and confirms its guarantee, indemnity and other obligations under Clause 14 (Guarantee and Indemnity) of the Facility
Agreement shall continue in full force and effect and extend to all obligations of the Borrower under the Finance Documents in accordance with (and for the duration provided for) in Clause 14 (Guarantee and Indemnity) of the Facility
Agreement notwithstanding the amendments effected by this Amendment Agreement. 

  
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	5.	MISCELLANEOUS 

  

	5.1	Incorporation of Provisions 

 The provisions of Clause 25 (Notices), Clause 27 (Partial Invalidity) and Clause 33 (Arbitration) of the Facility Agreement shall be incorporated into this Amendment Agreement as if
set out in full herein and as if references in those Clauses to “this Agreement” or “the Finance Documents” are references to this Amendment Agreement. 

 

	5.2	Counterparts 

 This
Amendment Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of
this Amendment Agreement by e-mail attachment or fax shall be an effective mode of delivery. 
  

	6.	GOVERNING LAW 

 This
Amendment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 
 Executed as a
deed and delivered on the date appearing at the beginning of this Amendment Agreement. 

  
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	Execution Page	 		  	
			
	The Borrower	 		  	
			
	EXECUTED and DELIVERED	 	)	  	
	as a Deed by	 	)	  	
		 	)	  	 









	Koidu Holdings S.A.	 	)	  
	acting by its duly authorised director,	 	)	  
	Margali Management Corp., acting by its	 	)	  
	duly authorised representative 	 	)	  
	  
 The Guarantor
	 		  
	  
 SIGNED as a Deed by
	 	)	  
		 	)	  	
	for and on behalf of	 	)	  	
	BSG Resources Limited	 	)	  	




	acting by its duly authorised director(s)	 	)	  
	  
 Sandra
Merloni-Horemans
 Director

 
	 		  
	 	Director	  
			
	  
	 	Director	  	
	The Original Lender	 		  	
			
	 SIGNED by
	 	)	  	
		 	)	  	
	 for and on behalf of Laurelton Diamonds, 
	 	)	  	
	 Inc.
	 	)	  	


  
 [Signature
Page to Amendment Agreement] 









					
	Execution Page	 		  	
			
	The Borrower	 		  	
			
	EXECUTED and DELIVERED	 	)	  	
	as a Deed by	 	)	  	
		 	)	  	
	Koidu Holdings S.A.	 	)	  	
	 acting by its duly authorised director,
	 	)	  	
	Margali Management Corp., acting by its	 	)	  	
	duly authorised representative 	 	)	  	
			
	The Guarantor	 		  	
			
	SIGNED as a Deed by	 	)	  	
		 	)	  	
	for and on behalf of	 	)	  	
	BSG Resources Limited	 	)	  	




	acting by its duly authorised director(s)	 	)	  
	  
 David Michael
Clark
	 	Director	  
			
	  
	 	Director	  	
			
	The Original Lender	 		  	
			
	 SIGNED by
	 	)	  	
		 	)	  	
	 for and on behalf of Laurelton Diamonds, 
	 	)	  	
	 Inc.
	 	)	  	


  
 [Signature
Page to Amendment Agreement] 









					
	Execution Page	 		  	
			
	The Borrower	 		  	
			
	EXECUTED and DELIVERED	 	)	  	
	as a Deed by	 	)	  	
		 	)	  	
	Koidu Holdings S.A.	 	)	  	
	 acting by its duly authorised director,
	 	)	  	
	Margali Management Corp., acting by its	 	)	  	
	duly authorised representative 	 	)	  	
			
	The Guarantor	 		  	
			
	SIGNED as a Deed by	 	)	  	
		 	)	  	
	for and on behalf of	 	)	  	
	 BSG Resources Limited
	 	)	  	
	acting by its duly authorised director(s)	 	)	  	
		 		  	
			
	  
	 	Director	  	
			
	  
	 	Director	  	
			
	The Original Lender	 		  	
	SIGNED by    



	 	)	  	
		 	)	  	
	 for and on behalf of Laurelton Diamonds, 
	 	)	  	
	 Inc.
	 	)	  	
			
	 James N. Fernandez
 Vice President
	 		  	


  
 [Signature
Page to Amendment Agreement]