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,...First Lien 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 NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 30th, 2007 • Thompson Creek Metals CO Inc.
AMENDMENT NO. 1, dated as of October 13, 2006 (this “Amendment”), to AGREEMENT AND PLAN OF MERGER, dated as of September 1, 2006 (the “Agreement”), among Blue Pearl Mining Ltd., a corporation organized under the laws of the Province of Ontario (“Parent”), Blue Pearl USA Ltd., a Colorado corporation (“Sub”) and a wholly owned subsidiary of Parent, Thompson Creek Metals Company, a Colorado corporation (the “Company”) and F. Steven Mooney, as the Shareholder Representative (solely with respect to Sections 3.23, 2.04 and 2.05 only). All capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Agreement.
AGREEMENT AND PLAN OF MERGER dated as of September 1, 2006 among BLUE PEARL MINING LTD., BLUE PEARL USA LTD., THOMPSON CREEK METALS COMPANY and F. STEVEN MOONEY, as the Shareholder Representative (with respect to Sections 3.23, 2.04 and 2.05 only)Merger Agreement • October 30th, 2007 • Thompson Creek Metals CO Inc. • Colorado
AGREEMENT AND PLAN OF MERGER, dated as of September 1,2006 (this “Agreement”), among Blue Pearl Mining Ltd., a corporation organized under the laws of the Province of Ontario (“Parent”). Blue Pearl USA Ltd., a Colorado corporation (“Sub”) and a wholly owned subsidiary of Parent, Thompson Creek Metals Company, a Colorado corporation (the “Company”) and F. Steven Mooney, as the Shareholder Representative (with respect to Sections 3.23, 2.04 and 2.05 only).
SECOND 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,...Second Lien Credit Agreement • October 30th, 2007 • Thompson Creek Metals CO Inc. • New York
This SECOND 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”) and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.
AGENCY AGREEMENTAgency Agreement • October 30th, 2007 • Thompson Creek Metals CO Inc. • Ontario
GMP Securities L.P. (the “Co-Lead Agent”), UBS Securities Canada Inc., Canaccord Capital Corporation, Orion Securities Inc., Blackmont Capital Inc., Dundee Securities Corporation and Toll Cross Securities Inc. (collectively, with the Co-Lead Agent, the “Agents”) understand that Blue Pearl Mining Ltd. (“Blue Pearl”) intends to create, issue and sell, up to 36,400,000 subscription receipts of Blue Pearl (the “Subscription Receipts”) and, subject to exercise of the Over-allotment Option (as hereinafter defined), up to a further 5,460,000 Subscription Receipts, and to use the proceeds from such sale to finance a portion of the consideration payable in connection with the acquisition (the “Acquisition”) of Thompson Creek Metals Company by Blue Pearl’s wholly-owned subsidiary, Blue Pearl USA Ltd. (“Blue Pearl Subco”). The Subscription Receipts will be created pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) between Blue Pearl and Equity Transfer & Trust Com
