EXHIBIT 3 --------- PLEDGE AGREEMENT RESPECTING NOTES Teck Cominco Limited (hereinafter called "Teck") hereby pledges, assigns, hypothecates and deposits with The Bank of New York (the "Trustee") those documents described in Schedule "A" hereto (as...Pledge Agreement • September 29th, 2005 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
EXHIBIT 7.1 ----------- UNIT PURCHASE AGREEMENT THIS AGREEMENT made as of the 23rd day of September, 2007. BETWEEN: GOLDEN APPLE INCOME INC., a corporation incorporated under the laws of Ontario (hereinafter called "VENDOR") - and - ONTARIO TEACHERS'...Unit Purchase Agreement • September 27th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
EXHIBIT 7.2 ----------- AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • September 27th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
REGISTRATION RIGHTS AGREEMENT by and among Teck Resources Limited and BMO Capital Markets Corp. Goldman Sachs & Co. LLC Mizuho Securities USA LLC RBC Capital Markets, LLC ABN AMRO Securities (USA) LLC Barclays Capital Inc. BNP Paribas Securities Corp....Registration Rights Agreement • September 17th, 2020 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2020, by and among Teck Resources Limited, a Canadian corporation (the “Company”) and J.P. Morgan Securities LLC, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, ABN AMRO Securities (USA) LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., CIBC World Market Corp., MUFG Securities Americas Inc., National Bank of Canada Financial Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 3.900% Notes due 2030 (the “Initial Securities”), pursuant to the Purchase Agreement (as defined below).
EXHIBIT 7.3 ----------- COMBINATION AGREEMENTCombination Agreement • September 27th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
ContractTeck Cominco LTD • July 17th, 2007 • Mining & quarrying of nonmetallic minerals (no fuels)
TECK RESOURCES LIMITED, TECK METALS LTD., as Guarantor and THE BANK OF NEW YORK MELLON, as TrusteeIndenture • August 9th, 2012 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AMENDING AGREEMENTAmending Agreement • April 17th, 2023 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels)
ELK VALLEY RESOURCES LTD., a corporation existing under the Laws of Canada (“Elk Valley”, together with Teck, the “Parties” and each a “Party”)
TECK METALS LTD. - and - BRITISH COLUMBIA HYDRO AND POWER AUTHORITY CO- OWNERSHIP AND OPERATING AGREEMENT Dated as of March 5, 2010Co-Ownership and Operating Agreement • March 23rd, 2010 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
Underwriting AgreementUnderwriting Agreement • September 26th, 2005 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Citigroup Global Markets Inc. J.P. Morgan Securities Inc. As Representative of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
Dealer Manager AgreementTeck Cominco LTD • May 23rd, 2006 • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
BMO Nesbitt Burns Inc. 1 First Canadian Place 4th Floor, P.O. Box 150 Toronto, Ontario M5X 1H3 Merrill Lynch Canada Inc. 181 Bay Street Suite 400 Toronto, Ontario M5J 2V8
AMENDING AGREEMENTAmending Agreement • July 17th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels)
WHEREAS the Offeror has offered to purchase all outstanding common shares of the Company in accordance with a support agreement dated July 3, 2007 entered into between the Offeror and the Company (the “Support Agreement”);
TECK RESOURCES LIMITED, TECK METALS LTD., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee THIRD SUPPLEMENTAL INDENTURE dated as of July 5, 2011 Supplemental to Indenture dated as of August 17, 2010 Creating series of Securities designatedThird Supplemental Indenture • July 14th, 2011 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of July 5, 2011 among TECK RESOURCES LIMITED, a corporation incorporated and existing under the federal laws of Canada (the “Company”), TECK METALS LTD., a corporation incorporated and existing under the federal laws of Canada, as Guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”).
TECK RESOURCES LIMITED, as Issuer TCL U.S. HOLDINGS LTD. TECK ALASKA INCORPORATED TECK COAL PARTNERSHIP TECK FINANCIAL CORPORATION LTD. TECK METALS LTD., as Subsidiary GuarantorsTeck Resources LTD • June 8th, 2016 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDENTURE dated as of June 7, 2016, among TECK RESOURCES LIMITED, a corporation organized under the laws of Canada (the “Company”), the Subsidiary Guarantors (as defined herein), and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).
TERM CREDIT AGREEMENT dated as of September 30, 2008 among TECK COMINCO LIMITED as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and JPMORGAN CHASE BANK, N.A. as Administrative Agent and CITIGROUP GLOBAL MARKETS INC.; MERRILL,...Term Credit Agreement • September 30th, 2008 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
BRIDGE CREDIT AGREEMENT dated as of September 30, 2008 among TECK COMINCO LIMITED as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and JPMORGAN CHASE BANK, N.A. as Administrative Agent and CITIGROUP GLOBAL MARKETS INC.; MERRILL,...Bridge Credit Agreement • September 30th, 2008 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
TECK COMINCO LIMITED AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of [ ]Indenture • August 12th, 2008 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
TECK METALS LTD. as Vendor andShare Purchase Agreement • November 24th, 2023 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
Share Purchase Agreement dated as of November 13, 2023 between Teck Metals Ltd., a corporation existing under the Laws of Canada (the "Vendor"), Teck Resources Limited, a corporation existing under the Laws of Canada (the "Vendor Parent" and together with the Vendor, the "Vendor Parties"), 1448935 B.C. Ltd., a corporation existing under the Laws of British Columbia (the "Purchaser"), and Glencore PLC, a public limited company existing under the Laws of the Island of Jersey (the "Guarantor" and together with the Purchaser, the "Purchaser Parties").
TECK RESOURCES LIMITED, TECK METALS LTD., as Guarantor and THE BANK OF NEW YORK MELLON, as TrusteeFourth Supplemental Indenture • March 5th, 2012 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of February 28, 2012 among TECK RESOURCES LIMITED, a corporation incorporated and existing under the federal laws of Canada (the “Company”), TECK METALS LTD., a corporation incorporated and existing under the federal laws of Canada, as Guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”).
LETTERHEAD OF THE BANK OF NOVA SCOTIA]Teck Cominco LTD • October 14th, 2008 • Mining & quarrying of nonmetallic minerals (no fuels)
this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby. From and after payment by BNS of the purchase price for the Units by delivery of the Settlement Receipt, beneficial ownership of the Units shall pass absolutely to BNS without the need for any further act or formality and, for greater certainty, from that time BNS shall have the sole and exclusive right to all distributions on or relating to the Units, to vote the Units and to sell or otherwise dispose of the Units in its sole and absolute discretion and nothing in this Agreement or the Settlement Receipt shall limit those rights.
Re: Fording Price ProtectionTeck Cominco LTD • July 30th, 2008 • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
The undersigned refer to the Unit Purchase Agreement dated as of September 23, 2007 pursuant to which Teck Cominco Metals Ltd. purchased 16,650,000 units of Fording Canadian Coal Trust from Golden Apple Income Inc. (the “Agreement”). Capitalized terms used in this letter and not otherwise defined have the meanings ascribed to those terms in the Agreement.
REGISTRATION RIGHTS AGREEMENT by and among Teck Resources Limited and the Guarantors listed on Schedule A hereto and Banc of America Securities LLC Citigroup Global Markets Inc. BMO Capital Markets Corp. CIBC World Markets Corp. RBC Capital Markets...Registration Rights Agreement • May 15th, 2009 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2009, by and among Teck Resources Limited, a Canadian corporation (the “Company”), the Guarantors (collectively, the “Guarantors”), and J.P. Morgan Securities, Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp., RBC Capital Markets Corporation, Mitsubishi UFJ Securities International plc, Mizuho Securities USA Inc., RBS Securities Inc., Scotia Capital (USA) Inc. and The Toronto-Dominion Bank (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9.750% Senior Secured Notes due 2014 (the “2014 Notes”), 10.250% Senior Secured Notes due 2016 (the “2016 Notes”) and 10.750% Senior Secured Notes due 2019 (the “2019 Notes” and, together with the 2014 Notes and the 2019 Notes, the “Initial Notes”) guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below).
ARRANGEMENT AGREEMENT Between TECK COMINCO LIMITED -and- FORDING CANADIAN COAL TRUST Dated July 29, 2008Arrangement Agreement • July 30th, 2008 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
Letterhead of Teck]Registration Rights Agreement • July 10th, 2009 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
This letter agreement (the “Agreement”) is further to our recent meetings and discussions regarding a transaction (the “Transaction”) pursuant to which Fullbloom Investment Corporation(the “Purchaser”), a direct wholly-owned subsidiary of China Investment Corporation (the “Guarantor”), will subscribe for, and Teck Resources Limited (“Teck”) will issue to the Purchaser, 101,304,474 Class B Shares (the “Purchased Shares”) on a private placement basis, for an aggregate subscription price of U.S.$1,500,000,000 (the “Purchase Price”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 30th, 2008 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
In connection with your interest in a possible negotiated transaction with Fording Canadian Coal Trust (the “Trust”) or its affiliates to acquire substantially all of its assets or a similar or alternative form of transaction (the “Transaction”), we have agreed to furnish or cause to be furnished to you certain information which is non-public, confidential, personal or proprietary in nature (“Information”), including personal information (as defined in the Personal Information Protection Act (British Columbia) and the Personal Information Protection Act (Alberta), as applicable) (“Personal Information”). In this agreement, the terms “you” and “your” mean Teck Cominco Limited and any affiliate of yours which may be a party to the Transaction, and the terms “we”, “our” and “us” mean the Trust and its affiliates.
Teck Cominco Limited Senior Bridge Credit Facility Second Amended and Restated Commitment LetterTeck Cominco LTD • August 3rd, 2006 • Mining & quarrying of nonmetallic minerals (no fuels)
You (the "Borrower") have requested that BMO Capital Markets ("BMOCM") and Merrill Lynch Pierce Fenner & Smith Incorporated ("MLPF&S"; and together with BMOCM, the "Joint Lead Arrangers") agree to structure, arrange and syndicate a 12-month senior non-revolving bridge term credit facility in an aggregate amount of up to U.S.$5,850,000,000 (the "Facility"), that each of Bank of Montreal ("BMO") and Merrill Lynch Capital Canada Inc. ("MLCCI") commit to provide a 50% portion of the Facility, that BMO agree to serve as administrative agent for the Facility and that MLCCI agree to serve as syndication agent for the Facility. The Facility will be available to assist the Borrower in financing a takeover bid (the "Bid") for all of the issued and outstanding common shares of Inco Limited (the "Target") together with associated rights issued and outstanding under the shareholder rights plan of Target and to pay fees and expenses incurred in connection with the Bid.
Proposal & Agreement For an Information Agent Program For Regarding the Proposed Tender Offer for AUR RESOURCES INC.Executive Summary • July 17th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels)
Georgeson Shareholder Communications Canada, Inc. (“Georgeson”) proposes to provide Information Agent services to Teck Cominco Limited (“Teck Cominco”) with respect to the proposed offer (the “Offer”) to acquire the outstanding shares of Aur Resources Ltd. (“Aur Resources”). Georgeson and our U.S. affiliate Georgeson Shareholder Communications Inc. (“GSC”), with over 500 dedicated proxy professionals globally are the world leaders in the field of Information Agent and Proxy Solicitation services and have served the requirements of thousands of Issuer firms over the past 70 years. The Information Agent program detailed in this proposal provides Teck Cominco with the most comprehensive and very best service available.
TECK RESOURCES LIMITED, TECK METALS LTD., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of August 17, 2010 Supplemental to Indenture dated as of August 17, 2010 Creating series of Securities designatedFirst Supplemental Indenture • August 20th, 2010 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of August 17, 2010 among TECK RESOURCES LIMITED, a corporation incorporated and existing under the federal laws of Canada (the “Company”), TECK METALS LTD., a corporation incorporated and existing under the federal laws of Canada, as Guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”).
TECK RESOURCES LIMITED - and – ELK VALLEY RESOURCES LTD. ARRANGEMENT AGREEMENT Dated as of February 21, 2023Arrangement Agreement • February 24th, 2023 • Teck Resources LTD • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
NOW THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the Parties covenant and agree as follows:
AGREEMENTAgreement • May 23rd, 2006 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement sets forth the terms and conditions under which Innisfree M&A Incorporated ("Innisfree") has been retained by Teck Cominco Limited ("TCKAF") to provide Consulting, Analytic and Information Agent services in connection with TCKAF's offer to acquire Inco Limited (the "Offer"). The term of the Agreement shall be six months from the date of this Agreement, unless earlier terminated by TCKAF or extended by mutual agreement.
