EX-10.15b



 Exhibit 10.15b 

Dated February 12, 2013 
 KOIDU LIMITED 
 (as Borrower) 

and 
 BSG
RESOURCES LIMITED 
 (as Guarantor) 
 and 
 LAURELTON DIAMONDS, INC. 

(as Original Lender) 
  

 
 SECOND AMENDMENT AGREEMENT
RELATING TO A US$50,000,000 
 AMORTISING TERM LOAN FACILITY AGREEMENT 

DATED 30 MARCH 2011 
  

  
 



 








 THIS SECOND AMENDMENT AGREEMENT (the “Amendment Agreement”) is
dated February 12, 2013 and made between: 
  

	(1)	KOIDU LIMITED (formerly 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, as amended by an amendment agreement among the Parties dated 10 May 2011 (collectively, the “Facility Agreement”).


  

	(B)	The Guarantor has completed an internal restructuring (the “Restructuring”) whereby the Borrower has become a wholly owned subsidiary of Octea
Mining Ltd. 

  

	(C)	The Parties wish to amend the Facility Agreement to reflect the Restructuring 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: 
 “Restructure Effective Date” has the meaning given to it in the SCB Facility, as amended
and restated on or about the date of this Amendment Agreement. 
  

	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. 


  
 



 
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	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.


  

	 	(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 Restructure Effective Date, the Facility Agreement shall be amended by deleting Clause 7.2.2(b) of the Facility Agreement and replacing it with the following: 
 “the Borrower ceasing to be Controlled by the Guarantor or Octea Mining Ltd; or”. 
  

	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.	MISCELLANEOUS 

  

	4.1	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. 

 

	4.2	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. 

  
 



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








	Koidu Limited	 	 	)	  	  
	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	  	  	 Sandra Merloni-Horemans
             Director

			
	The Original Lender	 				  	









					
	The Original Lender	 		 	
			
	SIGNED by



	 	)	 	
		 	)	 	
	for and on behalf of Laurelton Diamonds, 	 	)	 	
	Inc.	 	)	 	

 [Signature Page to Amendment Agreement]