0001415020-15-000006 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor 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.

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EMPLOYMENT AGREEMENT
Employment 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”).

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”);

FOURTH AMENDING AGREEMENT ENTERED INTO AS OF THE 15th DAY OF JANUARY, 2015.
Fourth Amending Agreement • February 20th, 2015 • 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, amended and restated that agreement by an amended and restated master funding and lease agreement dated as of December 9, 2011 (“Amended and Restated Agreement”), amended the Amended and Restated Agreement by amending agreements dated as of March 6, 2012 (“First Amendment”) August 24, 2012 (“Second Amendment”), and November 12, 2012 (“Third Amendment”), (the Amended and Restated Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Original Agreement”);

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