Ero Copper Corp 6-K, filed Mar 4, 2022

Ero Copper Corp. (ERO)

6-K 2022-03-04 For: 2022-03-04

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Added on April 10, 2026

About this 6-K

Ero Copper Corp filed this 6-K on March 4, 2022.

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	ERO COPPER CORP.


	By:	/s/ Deepk Hundal
		Name:	Deepk Hundal
		Title:	SVP, General Counsel & Corporate Secretary
Date: March 4, 2022

Exhibit Number		Description of Document

99.1		Indenture dated as of February 2, 2022
99.2		Seventh Amending Agreement dated as of January 21, 2022

		Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE		1
	Section 1.01 Definitions	1
	Section 1.02 Other Definitions	34
	Section 1.03 Rules of Construction	36
	Section 1.04 Acts of Holders	37
ARTICLE 2 THE NOTES		39
	Section 2.01 Form and Dating; Terms	39
	Section 2.02 Execution and Authentication	40
	Section 2.03 Registrar and Paying Agent	41
	Section 2.04 Paying Agent to Hold Money in Trust	41
	Section 2.05 Holder Lists	42
	Section 2.06 Transfer and Exchange	42
	Section 2.07 Replacement Notes	43
	Section 2.08 Outstanding Notes	44
	Section 2.09 Treasury Notes	44
	Section 2.10 Temporary Notes	45
	Section 2.11 Cancellation	45
	Section 2.12 Defaulted Interest	45
	Section 2.13 Additional Amounts	46
	Section 2.14 CUSIP and ISIN Numbers	48
	Section 2.15 Computation of Interest	48
ARTICLE 3 REDEMPTION		49
	Section 3.01 Notices to Trustee	49
	Section 3.02 Selection of Notes to Be Redeemed or Purchased	49
	Section 3.03 Notice of Redemption	50
	Section 3.04 Effect of Notice of Redemption	51
	Section 3.05 Deposit of Redemption or Purchase Price	51
	Section 3.06 Notes Redeemed or Purchased in Part	52
	Section 3.07 Optional Redemption	52
	Section 3.08 Mandatory Redemption; Open Market Purchases	53
	Section 3.09 Tax Redemption	53
	Section 3.10 Offers to Repurchase by Application of Excess Proceeds	54
ARTICLE 4 COVENANTS		57
	Section 4.01 Payment of Notes	57
	Section 4.02 Maintenance of Office or Agency	57
	Section 4.03 Reports and Other Information	57
	Section 4.04 Compliance Certificate	59

	Section 4.05 Taxes	60
	Section 4.06 Stay, Extension and Usury Laws	60
	Section 4.07 Limitation on Restricted Payments	60
	Section 4.08 Limitation on Restrictions on Distribution From Restricted Subsidiaries	66
	Section 4.09 Limitation on Indebtedness	69
	Section 4.10 Asset Dispositions	74
	Section 4.11 Transactions with Affiliates	77
	Section 4.12 Limitation on Liens	80
	Section 4.13 Corporate Existence	80
	Section 4.14 Offer to Repurchase Upon Change of Control Triggering Event	80
	Section 4.15 Additional Note Guarantees	83
	Section 4.16 Effectiveness of Covenants	83
ARTICLE 5 SUCCESSORS		85
	Section 5.01 Merger, Amalgamation, Arrangement, Consolidation or Sale of All or Substantially All Assets	85
	Section 5.02 Successor Entity Substituted	87
ARTICLE 6 DEFAULTS AND REMEDIES		87
	Section 6.01 Events of Default	87
	Section 6.02 Acceleration	90
	Section 6.03 Other Remedies	90
	Section 6.04 Waiver of Past Defaults	90
	Section 6.05 Control by Majority	91
	Section 6.06 Limitation on Suits	91
	Section 6.07 Rights of Holders to Receive Payment	92
	Section 6.08 Collection Suit by Trustee	92
	Section 6.09 Restoration of Rights and Remedies	92
	Section 6.10 Rights and Remedies Cumulative	92
	Section 6.11 Delay or Omission Not Waiver	92
	Section 6.12 Trustee May File Proofs of Claim	93
	Section 6.13 Priorities	93
	Section 6.14 Undertaking for Costs	93
ARTICLE 7 TRUSTEE		94
	Section 7.01 Duties of Trustee	94
	Section 7.02 Rights of Trustee	95
	Section 7.03 Individual Rights of Trustee	97
	Section 7.04 Trustee’s Disclaimer	97
	Section 7.05 Notice of Defaults	97
	Section 7.06 Reserved	97
	Section 7.07 Compensation and Indemnity	97
	Section 7.08 Replacement of Trustee	98

	Section 7.09 Successor Trustee by Merger	99
	Section 7.10 Eligibility; Disqualification	100
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		100
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance	100
	Section 8.02 Legal Defeasance and Discharge	100
	Section 8.03 Covenant Defeasance	101
	Section 8.04 Conditions to Legal or Covenant Defeasance	101
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	103
	Section 8.06 Repayment to the Company	103
	Section 8.07 Reinstatement	104
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER		104
	Section 9.01 Without Consent of Holders	104
	Section 9.02 With Consent of Holders	105
	Section 9.03 [Reserved]	107
	Section 9.04 Revocation and Effect of Consents	107
	Section 9.05 Notation on or Exchange of Notes	107
	Section 9.06 Trustee to Sign Amendments, etc.	107
	Section 9.07 Payment for Consent	108
ARTICLE 10 GUARANTEES		108
	Section 10.01 Guarantee	108
	Section 10.02 Limitation on Guarantor Liability	110
	Section 10.03 Execution and Delivery	110
	Section 10.04 Subrogation	110
	Section 10.05 Benefits Acknowledged	111
	Section 10.06 Release of Note Guarantees	111
ARTICLE 11 SATISFACTION AND DISCHARGE		112
	Section 11.01 Satisfaction and Discharge	112
	Section 11.02 Application of Trust Money	113
ARTICLE 12 MISCELLANEOUS		113
	Section 12.01 Notices	113
	Section 12.02 Communication by Holders with Other Holders	115
	Section 12.03 Certificate and Opinion as to Conditions Precedent	115
	Section 12.04 Statements Required in Certificate or Opinion	116
	Section 12.05 Rules by Trustee and Agents	116
	Section 12.06 No Personal Liability of Directors, Officers, Employees, Members, Partners and Shareholders	116
	Section 12.07 Governing Law	116

	Section 12.08 Waiver of Jury Trial	117
	Section 12.09 No Adverse Interpretation of Other Agreements	117
	Section 12.10 Successors	117
	Section 12.11 Severability	117
	Section 12.12 Counterpart Originals	117
	Section 12.13 Table of Contents, Headings, etc	117
	Section 12.14 U.S.A. PATRIOT Act	117
	Section 12.15 Payments Due on Non-Business Days	117
	Section 12.16 Submission to Jurisdiction	118
	Section 12.17 Waiver of Immunity	118
	Section 12.18 Calculations	118

Appendix A	Provisions Relating to Initial Notes and Additional Notes

Exhibit A	Form of Note
Exhibit B	Form of Institutional Accredited Investor Transferee Letter of Representation
Exhibit C	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

Term		Defined in Section
“Acceptable Commitment”		4.10(a)
“Additional Amounts”		2.13(b)
“Agent Members”		2.1(c) of Appendix A

Term		Defined in Section
“Affiliate Transaction”		4.11(a)
“Applicable Procedures”		1.1(a) of Appendix A
“Asset Disposition Offer”		4.10(b)
“Asset Disposition Offer Amount”		3.10(b)
“Asset Disposition Offer Period”		3.10(b)
“Asset Disposition Purchase Date”		3.10(b)
“Authentication Order”		2.02(c)
“Canadian Restricted Legend”		2.3(e) of Appendix A
“Change of Control Offer”		4.14(a)
“Change of Control Payment”		4.14(a)
“Change of Control Payment Date”		4.14(a)
“Clearstream”		1.1(a) of Appendix A
“Covenant Defeasance”		8.03
“Covenant Suspension Event”		4.16(a)
“Definitive Notes Legend”		2.3(e) of Appendix A
“Distribution Compliance Period”		1.1(a) of Appendix A
“Euroclear”		1.1(a) of Appendix A
“Event of Default”		6.01(a)
“Excess Proceeds”		4.10(b)
“Expiration Date”		1.04(j)
“Global Note”		2.1(b) of Appendix A
“Global Notes Legend”		2.3(e) of Appendix A
“IAI”		1.1(a) of Appendix A
“IAI Global Note”		2.1(b) of Appendix A
“Indemnified Tax”		2.13(b)
“Initial Default”		6.04
“Legal Defeasance”		8.02(a)
“MD&A”		4.03(a)
“Note Register”		2.03(a)
“Paying Agent”		2.03(a)
“payment default”		6.01(a)
“Payor”		2.13(b)
“QIB”		1.1(a) of Appendix A
“Registrar”		2.03(a)
“Regulation S”		1.1(a) of Appendix A
“Regulation S Global Note”		2.1(b) of Appendix A
“Regulation S Notes”		2.1(a) of Appendix A
“Reinstatement Date”		4.16(b)
“Relevant Taxing Jurisdiction”		2.13(a)
“Restricted Payment”		4.07(a)
“Restricted Notes Legend”		2.3(e) of Appendix A
“Rule 144”		1.1(a) of Appendix A
“Rule 144A”		1.1(a) of Appendix A
“Rule 144A Global Note”		2.1(b) of Appendix A
“Rule 144A Notes”		2.1(a) of Appendix A

Term		Defined in Section
“Second Commitment”		4.10(a)
“Successor Company”		5.01(a)
“Successor Guarantor”		5.01(c)
“Suspended Covenants”		4.16(a)
“Suspension Date”		4.16(a)
“Suspension Period”		4.16(b)
“Taxes”		2.13(a)
“Unrestricted Global Note”		1.1(a) of Appendix A
“U.S. person”		1.1(a) of Appendix A

Year	Percentage

2025	103.250%
2026	101.625%
2027 and thereafter	100.000%

ERO COPPER CORP.


By:	/s/ Wayne Drier
	Name:	Wayne Drier
	Title:	Chief Financial Officer

MINERAÇÃO CARAÍBA S.A., as a Guarantor


By:	/s/ Eduardo de Come
	Name:	Eduardo de Come
	Title:	CFO


By:	/s/ Antonio B. de Carvalho Neto
	Name:	Antonio B. de Carvalho Neto
	Title:	GLC

Witnesses:

1.	/s/ Caroline Shohet
Name:	Caroline Shohet
ID:	46.697.455-3
CPF/MF:	413.695.448-47

2.	/s/ Jessica Belber Cavalcanti
Name:	Jessica Belber Cavalcanti
ID:	48728930-4
CPF/MF:	409.149.028.06

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee,


By:	/s/ Jerry Urbanek
	Name:	Jerry Urbanek
	Title:	Trust Officer

Term:		Defined in Section:
“Agent Members”		2.1(c)
“Canadian Restricted Legend”		2.3(e)

	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee,


	By:
		Authorized Signatory

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:

Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee			Signature of Signature Guarantor

Dated:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee	NOTICE:	To be executed by an executive officer

	Your Signature
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Date of Exchange	Amount of decrease in Principal Amount	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Custodian

	[NAME OF GUARANTEEING SUBSIDIARY]


	By:
		Name:
		Title:


	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee


	By:
		Name:
		Title:

		and all Lenders without the requirement for any further documentation, consents or other action by or on behalf of such Persons.

	(c)	The Administrative Agent shall promptly notify the Borrower and the Lenders of the increased Individual Commitments and the increased RT Credit Limit after giving effect to the Accordion Increase requested in the Accordion Notice pursuant to this Section 2.6. Notwithstanding the provisions of Section 3.2 with respect to the funding of Loans in accordance with each relevant Lender’s Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding or reimbursement obligations among the relevant Lenders or the outstanding credit under the RT Facility (any such reallocation of outstanding credit to be effected by way of participations) in order to ensure, to the greatest extent practicable, that after such increase the aggregate amount of credit extended hereunder by each Lender coincides with such Lender’s Pro Rata Share of the aggregate amount of credit extended under the RT Facility by all of the relevant Lenders, provided that no such allocation shall result in the aggregate amount of credit extended hereunder by any Lender under the RT Facility exceeding such Lender’s Individual Commitment with respect to the RT Facility (after giving effect to the Accordion Increase).

		Changes will become effective without any further action or consent of any other party to this agreement.

	(d)	Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.11.

		favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document;

	(ii)	a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agency; and

Ero Copper Corp. Suite 1050 625 Howe Street Vancouver, British Columbia V6C 2T6	ERO COPPER CORP.
	By:	(signed)
Attention: Chief Financial Officer		Name:
		Title:
Telefax: [Redacted – personal information] Email: [Redacted – personal information]
	By:	(signed)
		Name:
		Title:

The Bank of Nova Scotia Global Banking and Markets - Loan Syndications 40 King Street West, 62^nd Floor Toronto, Ontario M5W 2X6	THE BANK OF NOVA SCOTIA, as Administrative Agent
	By:	(signed)
Attention: Director, Head of Agency		Name:
Telefax: [Redacted – personal information]		Title:
Email: [Redacted – personal information]
	By:	(signed)
		Name:
		Title:

The Bank of Nova Scotia Corporate Banking - Global Mining 40 King Street West, 62^nd Floor Toronto, Ontario M5W 2X6	THE BANK OF NOVA SCOTIA, as Lender
	By:	(signed)
Attention: Director, Corporate Banking		Name:
Telefax: [Redacted – personal information]		Title:
Email: [Redacted – personal information]
	By:	(signed)
		Name:
		Title:

Bank of Montreal 885 West Georgia Street 18^th Floor Vancouver, British Columbia V6C 3G1	BANK OF MONTREAL, as Lender
Attention: [Redacted – personal information]	By:	(signed)
Telefax: [Redacted – personal information]		Name:
Email: [Redacted – personal information]		Title:

	By:	(signed)
		Name:
		Title:

Lenders	Individual Commitments
The Bank of Nova Scotia	[Redacted – commercially sensitive information]
Bank of Montreal	[Redacted – commercially sensitive information]
Total	$150,000,000