AGREEMENT DATED MARCH 19, 2003



 
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