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Exhibit
10.30
MANAGEMENT SERVICES
AGREEMENT
THIS MANAGEMENT SERVICES
AGREEMENT (this “Agreement”) is made as of July 1,
2007, by and between Golden Star Resources Ltd., a company
incorporated under the laws of Canada (the “Company”)
and Golden Star Management Services Company, a Delaware corporation
(the “Manager”). The Company and the Manager are each
referred to herein as a “Party” and jointly as the
“Parties.”
WHEREAS, the Company requires
assistance with respect to its management, administration and
business operations;
WHEREAS, the Manager
maintains a staff of highly skilled and experienced industry
personnel;
WHEREAS, the Company wishes
to engage the Manager to provide certain administrative and
management services to the Company, and the Manager wishes to
provide such services to the Company as set forth in this
Agreement;
NOW, THEREFORE, in
consideration of the promises set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties, intending to be legally
bound, agree as follows:
1. Services
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(a) The Company hereby
engages the Manager and the Manager hereby agrees that it shall
provide the services described in Schedule I of this Agreement
(which includes services that Manager will provide without any
applicable markup) and Schedule II of this Agreement (which
includes services that Manager will provide with an applicable
markup) (collectively, the “Services”).
(b) In addition, Manager will
from time to time pay certain costs (“Additional
Costs”, as defined in Section 3(a) and examples of which
are included in Schedule III of this Agreement) on behalf of
Company without any applicable markup.
(c) The Parties intend that
the services identified on Schedule I will be those Services that
are eligible for the “services cost method”, as such
term is used in Treasury Regulation § 1.482-9T (and any
successor regulation), and that Services that are ineligible for
such method will be identified on Schedule II; and, the Parties
agree to amend Schedules I and II when and as appropriate to
achieve this result. In addition, the Parties may, at any time and
by mutual agreement, add a service, delete a service, or modify a
service to be performed pursuant to this Agreement. The Manager may
retain unaffiliated consultants or subcontractors to carry out its
obligations hereunder if the Manager, in its discretion, deems such
consultants or subcontractors necessary, desirable or
advisable.
2. Term . This
Agreement will become effective as of July 1, 2007 (the
“Effective Date”), and shall remain in full force and
effect until terminated in accordance with
Section 8.
3. Fees .
(a) In consideration of the
Services to be rendered by the Manager pursuant to this Agreement,
the Company shall pay the Manager and the Manager shall be entitled
to receive a fee equal to the “Monthly Service Fee”, as
defined in Section 3(f). In addition, the Manager shall be
reimbursed by the Company for any amount that the Manager pays that
(i) is paid by the Manager, in carrying out its duties as
Manager, on behalf and for the benefit of the Company, and
(ii) is not part of the Allocable Cost of a service, as such
term is used in Section 3(e) (the “Additional
Costs”). Examples of Additional Costs are included on
Schedule III of this agreement.
(b) The Company may, at its
sole option, provide Manager with an advance. Unless the Parties
agree otherwise, any advance made pursuant to this
Section 3(b) shall be considered an advance against payments
due to the Manager described in Section 3(d), and shall be
recouped from the next amounts otherwise payable under
Section 3 (d).
(c) The Manager shall
establish and maintain adequate accounting, management information
and cost accounting systems that identify all accounting items
related to the Services, Allocable Costs and Additional Costs. The
Company or a mutually agreed upon certified public accountant
(i) shall have access, at all reasonable times, to the
accounts and records maintained by the Manager that relate to the
performance of Services or the determination of Allocable Costs or
Additional Costs and (ii) may inspect, copy and audit such
accounts and records of the Manager that relate to the performance
of Services and the determination of the Allocable Costs and
Additional Costs.
(d) The Manager shall invoice
the Company for the Monthly Service Fee, as defined in
Section 3(f) as soon as practicable following the last day of
each month and such invoiced amount shall be immediately due and
payable by the Company. The Manager shall invoice the Company for
the Additional Costs, if any, and such Additional Costs shall be
payable by the Company monthly, in arrears.
(e) The “Allocable
Cost” of providing a service shall include all costs directly
identified with or reasonably allocated to the provision of a
service, including, but not limited to, a reasonable portion of
overhead and general and administrative charges.
(f) The “Monthly
Service Fee” shall be the sum of (i) the Allocable Cost
of providing the services on Schedule I, and (ii) 1.07 times
the Allocable Cost of providing the services on Schedule II. The
Monthly Service Fee shall accrue throughout the applicable calendar
month. In computing the Monthly Service Fee pursuant to this
Section 3(f), the Allocable Cost of providing a service for a
month of determination shall be the Allocable Costs with respect to
such service accrued by the Manager for such month.
4. Representations and
Warranties . Each of the Parties represents and warrants to
each other Party:
(a) Organization .
Each Party (i) is duly incorporated and validly existing under
the laws of the jurisdiction of its incorporation; (ii) has
all requisite corporate power and authority under the laws of the
jurisdiction of its incorporation to own its property and carry on
its business as currently conducted; and (iii) is duly
qualified to do business in each other jurisdiction
where
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necessary in light of the business it
conducts and the property it owns and intends to conduct and own in
light of this Agreement.
(b) Authority . Each
Party has all requisite corporate power and authority to enter into
this Agreement and to perform the Services and obligations provided
for in this Agreement.
(c) Binding Agreement
. That this Agreement has been duly authorized, executed and
delivered by such Party and constitutes a valid and binding
obligation enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity
principles.
(d) Consents and
Approvals . All authorizations and government approvals which
are necessary for (i) the execution and delivery of this
Agreement and (ii) the performance of the Services and other
obligations hereunder have been obtained and are in full force and
effect, and no other action by, and no notice or filing with, any
governmental authority or other individual or entity is required
for such execution, delivery or performance and all fees and taxes
required for the legality and enforceability of such documents has
been paid.
(e) No Conflicts . The
execution, delivery and performance of this Agreement does not and
will not (i) violate any provision of its organizational
documents, any authorization, any government rule or any government
approval or, (ii) conflict with, result in a breach of or
constitute a default under any mortgage, indenture, loan, credit
agreement or other agreement to which such Party is a party or by
which such Party or its property may be bound or affected in any
material respect.
5. Manager Covenants
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(a) Standard of Care .
The Manager shall perform, or cause its consultants or
subcontractors to perform, the Services at all times (i) in
conformity with this Agreement, (ii) in good faith and in a
manner the Manager reasonably believes to be in accordance with
prudent industry practices, and (iii) in a manner the Manager
has no reasonable cause to believe is not in compliance with all
applicable anti-corruption governmental rules, or with other
applicable governmental rules and environmental laws. The Manager
shall be responsible for obtaining all government approvals
required to conduct its business.
(b) Prohibited
Activities . The Manager shall not, without the prior approval
of the Company, do or permit to occur or to continue any of the
following: (i) create, incur or assume any security interest
or encumbrance upon the Company or its properties; (ii) commit
or purport to commit the Company to be or to become directly or
contingently responsible or liable for obligations of or to any
other individual or entity; (iii) negotiate, execute, amend or
modify any understanding or agreement on behalf of the Company;
(iv) enter into a binding commitment to sell, transfer,
finance, pledge or hypothecate any property or beneficial interest
of the Company; and (v) take any action (or inaction) which
pursuant to the provisions of this Agreement requires the prior
approval or consent of the Company.
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(c) Personnel
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(A) The Manager shall provide
and make available as necessary all professional, supervisory,
managerial, administrative, and other personnel as are necessary to
perform the Services. Such personnel
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