REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2011 • Thompson Creek Metals CO Inc. • Metal mining • New York
This REGISTRATION RIGHTS AGREEMENT dated May 20, 2011 (this “Agreement”) is entered into by and among Thompson Creek Metals Company Inc., a Canadian corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as Representative of the initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”).
CREDIT AGREEMENT among THOMPSON CREEK METALS COMPANY INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent, ROYAL BANK OF CANADA, as Syndication Agent, BBVA COMPASS, DEUTSCHE BANK AG...Credit Agreement • December 13th, 2010 • Thompson Creek Metals CO Inc. • Metal mining • New York
ARRANGEMENT AGREEMENT CENTERRA GOLD INC. - and - THOMPSON CREEK METALS COMPANY INC.Arrangement Agreement • July 6th, 2016 • Thompson Creek Metals Co Inc. • Metal mining • Ontario
WHEREAS the Purchaser proposes to acquire all of the outstanding common shares of the Company pursuant to the Arrangement (as defined herein), as provided in this Agreement;
GUARANTEE AND COLLATERAL AGREEMENT made by THOMPSON CREEK METALS COMPANY INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of December 10, 2010Guarantee and Collateral Agreement • December 13th, 2010 • Thompson Creek Metals CO Inc. • Metal mining • New York
LOCK-UP AGREEMENTLock-Up Agreement • July 21st, 2010 • Thompson Creek Metals CO Inc. • Metal mining • British Columbia
This lock-up agreement (the “Agreement”) dated as of July 15, 2010 sets out the agreement between Thompson Creek Metals Company Inc. (the “Purchaser”) and the undersigned (the “Consenting Securityholder”), regarding the proposed acquisition transaction between Terrane Metals Corp. (the “Company”) and Purchaser, as more fully described in the arrangement agreement attached hereto as Schedule “A” (the “Arrangement Agreement”, with the terms agreed to and set out therein being the “Arrangement Terms”).
AMENDMENT TO PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE THOMPSON CREEK METALS COMPANY INC. 2010 LONG-TERM INCENTIVE PLANPerformance Share Unit Award Agreement • March 6th, 2013 • Thompson Creek Metals CO Inc. • Metal mining
This Amendment to Performance Share Unit Award Agreement (the “Amendment”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named below.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 20th, 2015 • Thompson Creek Metals Co Inc. • Metal mining • New York
Intercreditor Agreement (this “Agreement”), dated as of November 27, 2012, among Valiant Trust Company (in such capacity, with its successors and assigns, and as more specifically defined below, the “Senior Debt Representative”) for the Senior Debt Secured Parties (as defined below), RGLD Gold AG, a Swiss corporation as purchaser (with its successors and assigns, the “Purchaser”) of certain refined gold from Terrane Metals Corp., a company incorporated under the laws of British Columbia, (the “Vendor”) and the Vendor.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTConfidential Waiver and Release Agreement • February 25th, 2010 • Thompson Creek Metals CO Inc. • Metal mining • Colorado
THIS AMENDED AND RESTATED AGREEMENT ("Agreement") amends the December 1, 2006 EMPLOYMENT AGREEMENT and is made as of the date executed below
FIRST LIEN CREDIT AGREEMENT dated as of October 26, 2006, among BLUE PEARL USA LTD. (to be merged with and into THOMPSON CREEK METALS COMPANY) as Borrower, BLUE PEARL MINING LTD., as Holdings, and THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME,...Credit Agreement • October 30th, 2007 • Thompson Creek Metals CO Inc. • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) dated as of October 26, 2006, among BLUE PEARL USA LTD. (“Borrower”), a Colorado corporation, to be merged with and into THOMPSON CREEK METALS COMPANY, a Colorado corporation (the “Acquired Business”), BLUE PEARL MINING LTD., a corporation existing under the laws of the Province of Ontario (“Holdings”), the Subsidiary Guarantors party hereto from time to time (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders party hereto from time to time, UBS SECURITIES LLC, as lead arranger (in such capacity, the “Arranger”), as documentation agent (in such capacity, the “Documentation Agent”) and as syndication agent (in such capacity, the “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, the “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, the “Issuing Bank”), as administrative agent (in such capacity,
AMENDMENT TO RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE THOMPSON CREEK METALS COMPANY INC. 2010 LONG-TERM INCENTIVE PLANRestricted Share Unit Award Agreement • March 6th, 2013 • Thompson Creek Metals CO Inc. • Metal mining
This Amendment to Restricted Share Unit Award Agreement (the “Amendment”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named below.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTConfidential Waiver and Release Agreement • April 12th, 2016 • Thompson Creek Metals Co Inc. • Metal mining • Colorado
This Amended and Restated Employment Agreement (“Agreement”) is made between THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of the Colorado (“Thompson Creek”), and PAMELA L. SAXTON (“Executive”), as of April 8, 2016 (the “Effective Date”), and amends and restates the Amended and Restated Employment Agreement dated at December 28, 2009 between Thompson Creek and the Executive (the “Original Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2015 • Thompson Creek Metals Co Inc. • Metal mining • Colorado
This Employment Agreement (“Agreement”) is made between THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of the Colorado (“Thompson Creek”), and GEOFF RAMEY (“Executive”).
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[Redacted]*”. A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION....Master Funding and Lease Agreement • February 27th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • British Columbia
WHEREAS the Lessor, the Lessee and Terrane entered into a master funding and lease agreement dated as of March 30, 2011 (“Original Closing Date”) for the lease of Equipment for use at the Location (“Original Agreement”); and
RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED THOMPSON CREEK METALS COMPANY INC.Restricted Share Unit Award Agreement • May 13th, 2014 • Thompson Creek Metals Co Inc. • Metal mining • Colorado
This Restricted Share Unit Award Agreement (the “Agreement”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named above. The Company wishes to grant to you a Restricted Share Unit Award, subject to the terms and conditions of this Agreement and the Amended and Restated Thompson Creek Metals Company Inc. 2010 Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:
STOCK OPTION AWARD AGREEMENT UNDER THE AMENDED AND RESTATED THOMPSON CREEK METALS COMPANY INC.Stock Option Award Agreement • May 13th, 2014 • Thompson Creek Metals Co Inc. • Metal mining • Colorado
This Stock Option Award Agreement (this “Agreement”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named above. The Company wishes to grant to you an Option, subject to vesting and certain other restrictions as provided in this Agreement, under the Amended and Restated Thompson Creek Metals Company Inc. 2010 Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[Redacted]*”. A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION....Confidential Treatment • November 9th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • New York
TERRANE METALS CORP., a company duly incorporated and existing under the laws of the Province of British Columbia, Canada (“Seller”);
PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE THOMPSON CREEK METALS COMPANY INC. 2010 LONG-TERM INCENTIVE PLANPerformance Share Unit Award Agreement • May 9th, 2013 • Thompson Creek Metals CO Inc. • Metal mining • Colorado
This Performance Share Unit Award Agreement (this “Agreement”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named above. The Company wishes to grant to you a Performance Share Unit Award, subject to the terms and conditions of this Agreement and the Thompson Creek Metals Company Inc. 2010 Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:
THOMPSON CREEK METALS COMPANY INC., as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and BERG GENERAL PARTNER CORP. BERG METALS LIMITED PARTNERSHIP BLUE PEARL MINING INC. CYPRUS THOMPSON CREEK MINING COMPANY LANGELOTH METALLURGICAL...Thompson Creek Metals CO Inc. • May 11th, 2012 • Metal mining
FORM OF FIRST SUPPLEMENTAL INDENTURE dated as of May 11, 2012, among Thompson Creek Metals Company Inc., a corporation governed by the Business Corporations Act (British Columbia) (the “Company”), Berg General Partner Corp., Berg Metals Limited Partnership, Blue Pearl Mining Inc., Cyprus Thompson Creek Mining Company, Langeloth Metallurgical Company LLC, Long Creek Mining Company, Mt. Emmons Moly Company, Terrane Metals Corp., Thompson Creek Metals Company USA, Thompson Creek Mining Co., Thompson Creek Mining Ltd, Thompson Creek Services ULC, as guarantors (the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) (this “First Supplemental Indenture”), to the indenture, dated as of May 11, 2012, between the Company and the Trustee (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”), pursuant to Section 9.01 thereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2010 • Thompson Creek Metals CO Inc. • Metal mining • Colorado
This Employment Agreement ("Agreement") is made between THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of the Colorado ("Thompson Creek"), and S. SCOTT SHELLHAAS ("Executive").
RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE THOMPSON CREEK METALS COMPANY INC.Restricted Share Unit Award Agreement • February 27th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • Colorado
This Restricted Share Unit Award Agreement (the “Agreement”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named. The Company wishes to grant to you a Restricted Share Unit Award, subject to vesting and certain other restrictions as provided in this Agreement, under the Thompson Creek Metals Company Inc. 2010 Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:
THOMPSON CREEK METALS COMPANY INC. 8,800,000 Tangible Equity Units (“tMEDS”) Underwriting AgreementUnderwriting Agreement • May 11th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • New York
Thompson Creek Metals Company Inc., a Canadian corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), 8,800,000 Tangible Equity Units (“tMEDS”) of the Company (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional 1,200,000 tMEDS (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” Each Security has a stated amount of $25 (the “Stated Amount”) and consists of (1) a pre-paid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on May 15, 2015 (the “Mandatory Settlement Date”), subject to early settlement of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be date
PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED THOMPSON CREEK METALS COMPANY INC.Performance Share Unit Award Agreement • March 18th, 2015 • Thompson Creek Metals Co Inc. • Metal mining • Colorado
Vesting Schedule: Units will vest to the extent set forth below on the date in the first calendar quarter of 2018 that the Administrator determines and certifies the Relative TSR Performance Percentage and Cash Flow From Operations achieved, subject to you remaining continuously employed on such date.
AMENDING AGREEMENT ENTERED INTO AS OF THE 24TH DAY OF AUGUST, 2012.Amending Agreement • February 25th, 2013 • Thompson Creek Metals CO Inc. • Metal mining
WHEREAS the Lessor, the Lessee and Terrane entered into a master funding and lease agreement dated as of March 30, 2011 for the lease of Equipment for use at the Location (“Original Agreement”), amended and restated the Original Agreement by amended and restated master funding and lease agreement dated as of December 9, 2011 (“Amended and Restated Agreement”) and amended the Amended and Restated Agreement by the Amending Agreement dated as of March 6, 2012 (“Amendment” and, together with the Amended and Restated Agreement, the “Amended Agreement”);
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 6th, 2016 • Thompson Creek Metals Co Inc. • Metal mining • Ontario
WHEREAS the Company Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “Company Shares”) in the capital of Thompson Creek Metals Company Inc., a corporation existing under the laws of the Province of British Columbia (the “Company”), set forth on the Company Securityholder’s signature page attached to this Agreement;
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2010 • Thompson Creek Metals CO Inc. • Metal mining
This Amendment to Employment Agreement (“Amendment”) amends the December 30, 2009 Employment Agreement (“Agreement”) made between THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of Colorado (“Thompson Creek”), and S. SCOTT SHELLHAAS (“Executive”) (together, the “Parties”).
AMENDING AGREEMENT ENTERED INTO AS OF THE 6th DAY OF MARCH, 2012.Amending Agreement • February 25th, 2013 • Thompson Creek Metals CO Inc. • Metal mining
WHEREAS the Lessor, the Lessee and Terrane entered into a master funding and lease agreement dated as of March 30, 2011 for the lease of Equipment for use at the Location (“Original Agreement”) and amended and restated the Original Agreement by amended and restated master funding and lease agreement dated as of December 9, 2011 (“Amended Agreement”);
U.S. COLLATERAL AGREEMENT made by THOMPSON CREEK METALS COMPANY INC. and certain of its Subsidiaries in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent Dated as of November 27, 2012Collateral Agreement • November 28th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • New York
WHEREAS, the Issuer, the other Grantors and Wells Fargo Bank, National Association, in its capacity as U.S. Trustee under the Indenture (the “U.S. Trustee”), in connection with the execution and delivery of this Agreement, entered into the Indenture, pursuant to which the Issuer is issuing $350,000,000 aggregate principal of 9.75% Senior Secured First Priority Notes due 2017 (together with any Additional Notes (as defined in the Indenture) issued under the Indenture, the “Notes”);
EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENTOperating Agreement • February 25th, 2010 • Thompson Creek Metals CO Inc. • Metal mining • British Columbia
This Agreement is made as of June 12, 1997 (“Effective Date”) between Thompson Creek Mining Ltd., a Canadian corporation (“Thompson Creek”), the address of which is 5241 S. Quebec Street, Suite 103, Englewood, Colorado 80111 and Nissho Iwai Moly Resources, Inc. (Canada), a British Columbia corporation (“Nissho Iwai”), the address of which is Suite 2624-1055 Dunsmuir Street, Vancouver, British Columbia, V7X1L3.
THIS SECOND AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of December 11, 2014. BY AND AMONG:Purchase and Sale Agreement • February 20th, 2015 • Thompson Creek Metals Co Inc. • Metal mining • British Columbia
WHEREAS Vendor, Purchaser, Thompson Creek and Royal Gold are parties to that certain Amended and Restated Purchase and Sale Agreement dated as of December 14, 2011, as amended by that certain First Amendment to Amended and Restated Purchase and Sale Agreement, dated August 8, 2012 (the “Amended and Restated Agreement”);
DELIVERED PRIVATE AND CONFIDENTIALPrivate and Confidential • July 6th, 2016 • Thompson Creek Metals Co Inc. • Metal mining
Reference is made to the arrangement agreement (the “Agreement”), dated as of July 5, 2016, between the Company and Centerra Gold Inc. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Agreement.
AGREEMENT Between Thompson Creek Metals Company And Sojitz Corporation Executed September 28, 2005Agreement • February 25th, 2010 • Thompson Creek Metals CO Inc. • Metal mining • New York
THIS AGREEMENT (the “Agreement”) is made and entered into this 28th day of September, 2005 (the “Execution Date”), by and between THOMPSON CREEK METALS COMPANY, a Colorado corporation having its principal office and place of business at 945 West Kenyon Avenue, Unit B, Englewood, Colorado 80110-8135 (“TCMC”), and SOJITZ CORPORATION, a Japanese corporation having its principal office and place of business at 1-20, Akasaka 6-chome, Minato-ku, Tokyo 107-8655, Japan (“Sojitz”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2010 • Thompson Creek Metals CO Inc. • Metal mining
This Amendment to Employment Agreement (“Amendment”) amends the December 30, 2009 Amended and Restated Employment Agreement (“Agreement”) made between THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of Colorado (“Thompson Creek”), and KEVIN LOUGHREY (“Executive”) (together, the “Parties”).
THOMPSON CREEK METALS COMPANY INC. RESTRICTED SHARE UNIT INDUCEMENT AWARD AGREEMENTInducement Award Agreement • November 22nd, 2013 • Thompson Creek Metals Co Inc. • Metal mining • Colorado
This Restricted Share Unit Inducement Award Agreement (this “Agreement”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named above. The Company wishes to grant to you a Restricted Share Unit Award, subject to the terms and conditions of this Agreement, in connection with your entry into that certain employment agreement with the Company dated as of August 1, 2013 (the “Employment Agreement”). This Award (as defined below) is an inducement material to the Participant’s entry into employment within the meaning of New York Stock Exchange Listed Company Manual Section 303A.08. Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2013 • Thompson Creek Metals CO Inc. • Metal mining • British Columbia
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2010 • Thompson Creek Metals CO Inc. • Metal mining
This Amendment to Employment Agreement (“Amendment”) amends the December 30, 2009 Amended and Restated Employment Agreement (“Agreement”) made between THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of Colorado (“Thompson Creek”), and MARK WILSON (“Executive”) (together, the “Parties”).
