Exhibit 10.10


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE
REDACTED PORTIONS OF THIS AGREEMENT.  THE
REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”).  A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN
FILED WITH THE  U.S. SECURITIES AND
EXCHANGE COMMISSION.


 


SALES REPRESENTATIVE
AGREEMENT


 


This Sales
Representative Agreement is made effective the 12th day of June, 1997 by and
among Thompson Creek Canada, Ltd. (hereinafter referred to as TCM), Nissho Iwai
Moly Resources, Inc. (hereinafter referred to as “NIMO”), Thompson Creek
Metals Company, LLC (hereinafter referred to as “Metals”), Nissho Iwai
Corporation (hereinafter referred to as “NIC”). NIC and Metals shall be
referred to collectively as Sales Representative.


 


WHEREAS TCM and NIMO have entered into an Exploration, Development and Mine
Operating Agreement (“Operating Agreement”) which Operating Agreement, among
other things, establishes the Endako Joint Venture (“Endako”) for the operation
of the Endako Mine and Processing Facility;


 


WHEREAS Endako produces technical grade molybdic oxide, molybdenum disulphide
concentrates, ferromolybdenum, molybdenum oxide briquettes and Ultrapure
(hereinafter referred to as “Product”);


 


WHEREAS pursuant to the Operating Agreement, each Participant is obligated to
take in kind or separately dispose of its share of all Product in proportion to
its Participating Interest, as therein defined, and to provide for the
marketing and selling of its share of Product in accordance with this
Agreement; and


 


WHEREAS each Participant desires through Endako to appoint Metals and NIC as
its exclusive Sales Representatives with respect to Product, and Metals and NIC
desire to accept their respective appointments as Sales Representatives of each
Participant pursuant to the terms of this Agreement;


 


NOW THEREFORE in consideration of the premises and the
mutual covenants of the parties set forth herein, the parties agree as follows:


 


1.                         APPOINTMENT


 


Endako
hereby appoints NIC as its exclusive Sales Representative for the sale of Product
to customers in Japan, Korea, China, Taiwan, Philippines, Thailand, Indonesia,
other Asian markets as agreed by the parties and Australia, except that NIC
shall not sell Ultrapure to Australian markets (NIC Territory). Endako hereby
appoints Metals as its exclusive Sales Representative for the sale of Product
to customers in the United States, Canada, Europe and all other areas outside
the NIC territory including sales of Ultrapure in Australia (Metals Territory).
Metals and NIC accept such appointments as Sales Representative of Endako in
accordance with the provisions of this Agreement.


 

















 


Metals
sells product from the Thompson Creek Mine (“Thompson Creek Product”) into the
NIC Territory. It may be advantageous for Metals to ship Product from Endako (“Endako
Product”) to meet contract requirements for Thompson Creek Product in the NIC
Territory and ship Thompson Creek Product to meet contract requirements for
Endako Product in the Metals Territory (“Product Swap”). Metals may institute a
Product Swap wit the written consent of NIC, which consent shall not be
unreasonably withheld.


 


2.                         TERM


 


The
term of this Agreement shall begin on the date hereof and shall remain
effective through the term of the Operating Agreement.


 


3.                         QUANTITY


 


Pursuant
to the Operating Agreement, Endako will adopt annual programs and budget which
will anticipate the amount of Product to be produced during the following year
(“Anticipated Annual Production”). In the event that actual production is equal
to or greater than the Anticipated Annual Production, Endako agrees to supply
NIC approximately *** of the actual production annually for sale in the NIC
Territory and to supply Metals *** of the actual production annually for sale
in the Metals Territory, provided that Sales Representatives are able to sell
such amounts of Product at prices and at terms acceptable to Endako. If Endako
produces less than the Anticipated Annual Production in any year, because of an
event of force majeure as described in Section 17 of this Agreement, the amount
of Product sold to NIC and Metals will be reduced equally to reflect the
shortfall between the Anticipated Annual Production and the amount of actual
production. Should Endako produce less than the Anticipated Annual Production
for any reason other than an event of force majeure while any obligations of
TCM, as defined in the Credit Facility Agreement dated June 9, 1997 among,
inter alia, NIMO and Metals, are outstanding under such Agreement, Endako shall
supply NIC one half of the Anticipated Annual Production for sale in the NIC
Territory provided that NIC is able to sell said amount at prices and at terms
acceptable to Endako. Any shortfall in Anticipated Annual Production for any
reason other than an event of force majeure would be deducted from Metals’
share of Product to which it is entitled during that year.


 


4.                         SALES PROMOTION


 


Sales
Representatives shall at all times use their best efforts to promote, develop
and increase the sale of Products, and generally to enhance the reputation of
the Products throughout the Metals Territory and NIC Territory, respectively.
For these purposes, Sales Representatives shall, at their sole cost and
expense:


 


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(a)                    make such
customer calls as are necessary to promote the Products, to provide reasonable
technical assistance, and to determine new uses for Products;


 


(b)                   maintain
accurate records of its activities, including but not limited to customer lists
and call reports;


 


(c)                    circulate such
product information and catalogues as Endako may provide the Sales
Representatives, it being understood that such materials shall remain the
property of Endako, shall be maintained in good condition by Sales
Representatives and shall be returned to Endako, or otherwise disposed of, as
and when Endako shall direct;


 


(d)                   provide Endako
with such written reports as Endako may request in respect of the conduct and
development of business in the Territory together with Sales Representatives’
reasoned views on prospects for the future; and


 


(e)                    generally do
such other acts as may be conducive to the performance of Sales Representatives’
duties and obligations set for this Agreement.


 


5.                         SALES SOLICITATION OF
ORDERS


 


Sales
Representatives shall solicit orders for the Products in accordance with the
following conditions:


 


(a)                    Prices shall
be Endako’s prices in effect for the Metals Territory and NIC Territory
respectively at the time of solicitation, subject to revision in accordance
with Endako’s prices in effect at the time the order is shipped.


 


(b)                   Specifications
of the Products shall be those supplied by Endako to Sale Representatives
either generally or as applicable to a particular case. Sales Representatives
shall not, except with the express written consent of Endako, give any warranty,
representation or guarantee.


 


(c)                    Sales shall be
under Endako’s trademarks and trade names, and shipments shall be made in
Endako’s containers and packages.


 


(d)                   No quotations
shall be given by Sales Representatives to customers unless the terms of such
quotation have been approved by Endako.


 


Sales
Representatives shall promptly advise Endako whenever special prices, terms or
other conditions are necessary in order to secure business not otherwise
obtainable. Should Endako quote to Sales Representatives any special prices,
terms or conditions, they shall be limited to the subject order and shall not
constitute a precedent.


 


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6.                         ORDER PROCEDURES


 


Sales
Representatives shall immediately transmit directly to Endako any and all
orders for Products. Endako reserves the right, at its absolute discretion, to
refuse to accept any order. In the event of any such refusal, Endako shall have
no liability whatsoever to Sales Representatives, but Endako shall nonetheless
notify Sales Representative of any such refusal. In respect of all orders
accepted by Endako during the terms of this Agreement, Endako shall supply the
Product directly to the customer and invoice Sales Representative directly.


 


7.                         INDEPENDENT CONTRACTOR


 


In the
performance of this Agreement, Sales Representatives shall be independent
contractors with respect to, and agents of, Endako. Sales Representatives are
not employees of Endako and shall not present themselves to others as employees
of Endako or make any implicit or explicit representations to that effect.
Sales Representatives have no power or authority to pledge Endako’s credit, to
enter into any agreement on behalf of Endako, or to give any warranty,
representation or guarantee on behalf of Endako. Sales Representatives shall
not present themselves to others as having such authority to bind or contract
on behalf of Endako and shall make no implicit or explicit representation to
that effect.


 


8.                         COMMISSIONS


 


Each
Sales Representative shall receive a commission on sales of Product made
pursuant to this Agreement of ***of the sales prices of all Products sold by
both Sales Representatives during the term of this Agreement.


 


Sale
Representatives shall be entitled to and paid their commissions monthly after
Endako has received payment in full for the sale of Product. Commissions will
be paid at the end of each month.


 


9.                         COLLECTION OF ACCOUNTS


 


Sales
Representatives shall have full responsibility for the invoicing and collection
of all accounts for Product sold by Sales Representatives as agents for Endako
and delivered to a customer. Failure for any reason to collect all or part of
any account when due shall be the full responsibility of Sales Representatives
and Sales Representatives shall be required to remit to Endako payment for such
sales on the due date specified in the sales terms between Endako and the Sales
Representatives to the customers.


 


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10.                  CONTRACT RISK


 


Endako
shall assume all risks and full responsibility for any losses incurred due to a
sales contract cancellation or non performance by a customer prior to delivery
of Product to that customer. In such event, Sales Representatives shall not be
liable for any payment to Endako and shall not be entitled to any commission on
such sale.


 


11.                  PRODUCT WARRANTY


 


Subject
to Section 5(b) Endako shall assume full responsibility for all
claims received from customers relating to Product quality including chemical
specifications and physical sizing specifications, as well as packaging
requirements, weights, assays and damage incurred during shipment to the
customer. Sales Representatives shall fully cooperate with Endako in resolving
such claims.


 


12.                  REPRESENTATIVES’ EXPENSES


 


All
expenses for travelling, entertainment, office, clerical, office and equipment
maintenance and general selling expenses including sub-agent commissions that
may be incurred by Sales Representatives in connection with this Agreement
shall be borne wholly by the Sales Representatives. In no case shall Endako be
responsible for such expenses.


 


13.                  CONFIDENTIALITY


 


Sales
Representatives agree to keep confidential such information as Endako may from
time to time impart to Sales Representatives regarding the Endako’s business
affairs and customers. Sales Representatives shall not in whole or in part, now
or in the future, disclose such information.


 


14.                  COMPLIANCE WITH LAWS


 


Sales
Representatives shall give all necessary notices and shall comply and ensure
that all Sales Representatives employees comply with all applicable laws,
ordinances, governmental rules and regulations relative to the Sales
Representatives activities pursuant to this Agreement. Sales Representatives
acknowledge that the Product is subject to the antitrust laws of any territory
or country and Sale Representatives agree to comply with any instructions to be
made by Endako in respect of such antitrust laws.


 


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15.                  INDEMNIFICATION


 


Sales
Representatives agree to indemnify Endako, its agents, and employees against
all claims, damages, losses and expenses, including reasonable attorney’s fees,
arising out of the performance of Sales Representatives under this Agreement
that are caused in whole or in part by Sales Representatives’ negligent acts or
omissions, or by the act of anyone employed by Sales Representatives for whose
acts Sales Representatives may be liable.


 


16.                  ASSIGNMENT


 


This
Agreement may not be assigned or otherwise transferred by any party without the
consent of the other parties hereto.


 


17.                  FORCE MAJEURE


 


Except
for the obligation of make payments when due hereunder, the obligations of a
Party shall be suspended to the extent and for the period that performance is
prevented by any cause, whether foreseeable or unforeseeable, beyond its
reasonable control, including, without limitation, labour disputes (however
arising and whether or not employee demands are reasonable or within the power
of the Party to grant); acts of God; laws, instructions or requests of any
government or governmental entity; judgments or orders of any court, inability
to obtain on reasonably acceptable terms any public or private license, permit
or other authorization; curtailment or suspension of activities to remedy or
avoid an actual or alleged, present or prospective violation of environmental
laws; action or inaction by any federal, provincial or local agency that delays
or prevents the issuance or granting of any approval or authorization required
to conduct operations beyond the reasonable expectations of the Party seeking
the approval or authorization; acts of war or conditions arising out of or
attributable to war, whether declared or undeclared; riot, civil strife,
insurrection, or rebellion, fire explosion, earthquake, storm, flood, sink
holes, drought or otherwise adverse weather condition; delay or failure by
suppliers or transporters of materials, parts supplies, services or equipment
or by contractors’ or subcontractors’ shortage of, or inability to obtain,
labour, transportation, materials, machinery, equipment, supplies, utilities or
services, accidents; breakdown of equipment, machinery or facilities; actions
by native rights groups, environmental groups, or other similar special
interest groups; or any other cause whether similar or dissimilar to the
foregoing. The affected Party shall promptly give notice to the other Parties
of the suspension of performance, stating therein the nature of the suspension,
the reasons therefor, and the expected duration thereof. The affected Party
shall resume performance as soon as reasonably possible.


 


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18.                  NO PARTNERSHIP


 


Nothing
here is intended to constitute, and shall not for any purpose be construed as
constituting, TCM and NIMO as partners, or otherwise to create a relationship
of partnership between them with respect to the sale of Product or the
operation of Endako. A reference herein to Endako shall be construed as a
reference to TCM and NIMO severally subject to their rights and obligations
inter se as set out in the Operating Agreement.


 


19.                  GOVERNING LAW


 


This
Agreement and any disputes to this Agreement shall be construed under the laws
of the Province of British Columbia.


 


IN
WITNESS where of the parties have executed this Agreement
effective as of the date first above written.


 


	
  NISSHO IWAI CORPORATION

  	
   

  	
  THOMPSON
  CREEK METALS COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Illegible

  	
   

  	
  By:

  	
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  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  June 12, 1997

  	
   

  	
  Date:

  	
  June 12, 1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NISSHO IWAI MOLY RESOURCES, INC.

  	
   

  	
  THOMPSON CREEK MINING CANADA, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Illegible

  	
   

  	
  By:

  	
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  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  June 12, 1997

  	
   

  	
  Date:

  	
  June 12, 1997

  



 


 


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