LOCK-UP AGREEMENTLock-Up Agreement • June 28th, 2007 • Aluminum Corp of China • Metal mining • British Columbia
The Shareholder is the beneficial owner of shares and other securities of Peru Copper Inc. (the "Company"), as more particularly described herein;
US$7,000,000,000 FACILITY AGREEMENT Dated February 2008 for ORIENTAL PROSPECT PTE. LTD. as Borrower arranged by CHINA DEVELOPMENT BANK with CHINA DEVELOPMENT BANK acting as Agent and CHINA DEVELOPMENT BANK acting as Security AgentFacility Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining • England and Wales
SUPPORT AGREEMENT between PERU COPPER INC. and ALUMINUM CORPORATION OF CHINA Dated as of June 10, 2007Support Agreement • June 28th, 2007 • Aluminum Corp of China • Metal mining • British Columbia
The Offeror desires to acquire directly or indirectly all of the outstanding common shares of the Company (the "Shares"), including all Shares issuable on the exercise of the outstanding stock options (the "Options") granted pursuant to the Company's Stock Option Plan prior to the date hereof, and is prepared to make an offer by way of take-over bid to the shareholders of the Company to acquire such Shares;
AMENDMENT TO THE SUPPORT AGREEMENTSupport Agreement • June 28th, 2007 • Aluminum Corp of China • Metal mining
Reference is made to the Support Agreement dated as of June 10, 2007 between Peru Copper Inc. ("Peru Copper") and Aluminum Corporation of China ("Chinalco") (the "Agreement") and the notice dated June 14, 2007 (the "Notice") whereby Chinalco Canada B.C. Holdings Ltd. ("Bidco") became and assumed the rights and obligations of the "Offeror" under the Support Agreement. Capitalized terms not defined herein shall have the meanings ascribed to them in the Support Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining
This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 28th, 2007 • Aluminum Corp of China • Metal mining
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
ContractNote • February 11th, 2008 • Aluminum Corp of China • Metal mining • England
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR ANY OTHER COUNTRY AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OF REGULATION S UNDER THE SECURITIES ACT.
To: China Development Bank Copy: Aluminum Corporation of ChinaSenior Secured Term Loan Facility Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining
We refer to a USD7,000,000,000 senior secured term loan facility agreement between Shining Prospect Pte Ltd. (“Bidco”) and China Development Bank as amended, restated and supplemented from time to time (the “ Facility Agreement”).
GUARANTEE CONTRACTGuarantee Contract • March 30th, 2009 • Aluminum Corp of China • Metal mining
THIS GUARANTEE CONTRACT (Contract No.: Chinalco Wai Bao Zi 2009-00 [ ]), dated as of March 27, 2009 (this “Contract”), by and among the following parties:
SPONSOR UNDERTAKING dated February 2008 FROM ALUMINUM CORPORATION OF CHINA in favour of CHINA DEVELOPMENT BANK acting as AgentSponsor Undertaking • February 11th, 2008 • Aluminum Corp of China • Metal mining
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • February 11th, 2008 • Aluminum Corp of China • Metal mining
THIS MEMORANDUM OF UNDERSTANDING (this “Memorandum”) is dated the 30th day of January, 2008 between ALCOA INC. (referred to below as “Alcoa”) and ALUMINUM CORPORATION OF CHINA (referred to below as “Chinalco”).
DATED February 2008 CHINA DEVELOPMENT BANK AS FIRST AND SECOND RANKING AGENTS CHINA DEVELOPMENT BANK AS SECURITY AGENT THE LENDERS AND ORIENTAL PROSPECT PTE. LTD. and SHINING PROSPECT PTE. LTD. AS ORIGINAL OBLIGORSIntercreditor Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining
CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN CONTRACT (Carrying a Share Conversion Option)Foreign Exchange Loan Contract • February 11th, 2008 • Aluminum Corp of China • Metal mining
For the purpose of Chinalco’s overseas development project, the Borrower applies for a foreign exchange loan with the Lender, and the Lender agrees to extend the said loan. In accordance with relevant requirements of the laws and regulations of the state, and in observance of the principles of equality, voluntariness, fairness and good faith, the Lender and the Borrower hereby enter into this Contract upon mutual consultations and agreement:
SHINING PROSPECT PTE. LTDDeed of Redemption • February 13th, 2009 • Aluminum Corp of China • Metal mining
CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN CONTRACTForeign Exchange Loan Contract • February 11th, 2008 • Aluminum Corp of China • Metal mining
For the purpose of its overseas development project, the Borrower applies for a foreign exchange loan with the Lender, and the Lender agrees to extend the said loan. In accordance with relevant requirements of the laws and regulations of the state, and in observance of the principles of equality, voluntariness, fairness and good faith, the Lender and the Borrower hereby enter into this Contract upon mutual consultations and agreement:
US$7,000,000,000 SENIOR SECURED FACILITY AGREEMENT dated 3 February 2008 for SHINING PROSPECT PTE. LTD. as Borrower arranged by CHINA DEVELOPMENT BANK with CHINA DEVELOPMENT BANK acting as Agent and CHINA DEVELOPMENT BANK acting as Security AgentSenior Secured Facility Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining • England and Wales
GUARANTEE CONTRACTGuarantee Contract • February 11th, 2008 • Aluminum Corp of China • Metal mining
In order to ensure that the Borrower, Oriental Prospect Pte. Ltd., perform its repayment obligations under the Master Contract (as defined below), the Guarantor is willing to provide a guarantee to the Agent for and on behalf of each Guarantee. The Agent and the Guarantor hereby enter into this contract (this “Contract”) upon mutual consultations and agreement:
Facility Agreement Dated March 27, 2009 among as Borrower and China Development Bank Limited as Lead Arranger and China Development Bank Limited The Export- Import Bank of China Agricultural Bank of China Limited Bank of China Limited as LendersFacility Agreement • March 30th, 2009 • Aluminum Corp of China • Metal mining
For the purpose of the transactions pursuant to the terms set out in the Transaction Documents (as defined below) (collectively the “Transactions” and individually a “Transaction”), the Borrower which is indirectly wholly-owned by its Chinese sponsor Aluminum Corporation of China (“CAA” or the “Guarantor”), has submitted an application to the Lenders for a loan facility on a Certain Funds basis (as defined in Article 14). After examination, the Lenders agree to make the loan facility available to the Borrower in accordance with the terms and conditions hereunder.
