0000950142-08-001677.txt : 20081014 0000950142-08-001677.hdr.sgml : 20081013 20081014145949 ACCESSION NUMBER: 0000950142-08-001677 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081014 GROUP MEMBERS: TECK COMINCO LIMITED GROUP MEMBERS: TECK COMINCO METALS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORDING CANADIAN COAL TRUST CENTRAL INDEX KEY: 0001158113 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62313 FILM NUMBER: 081122003 BUSINESS ADDRESS: STREET 1: SUITE 1000, 205-9TH AVE SE CITY: CALGARY STATE: A0 ZIP: T2G 0R4 MAIL ADDRESS: STREET 1: SUITE1000, 205-9TH AVENUE SE CITY: CALGARY STATE: A0 ZIP: 9999999999 FORMER COMPANY: FORMER CONFORMED NAME: FORDING INC DATE OF NAME CHANGE: 20020802 FORMER COMPANY: FORMER CONFORMED NAME: FORDING ARRANGEMEN INC DATE OF NAME CHANGE: 20010824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TECK COMINCO LTD CENTRAL INDEX KEY: 0000886986 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 BURRARD STREET STE 600 STREET 2: VANCOUVER BRITISH COLUMBIA CANADA CITY: V6C 3L9 STATE: A1 BUSINESS PHONE: 604 687 1117 MAIL ADDRESS: STREET 1: 200 BURRARD ST STE 600 STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA V6C 3L9 STATE: A1 ZIP: 00000 SC 13D/A 1 sc13da4_fcct.htm AMENDMENT NO. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13-d2(a)

(Amendment No. 4)*

Fording Canadian Coal Trust

(Name of Issuer)

Trust Units

(Title of Class of Securities)

345425102

(CUSIP Number)

Peter C. Rozee
Teck Cominco Limited
Suite 3300 – 550 Burrard Street
Vancouver, B.C. V6C 0B3
Telephone: (604) 699-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

OCTOBER 13, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 345425102

Schedule 13D

Page 2 of 9

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Teck Cominco Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 12,857,142 SHARED VOTING POWER 16,650,000 SOLE DISPOSITIVE POWER 12,857,142 SHARED DISPOSITIVE POWER 16,650,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,507,142 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.95%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 345425102

Schedule 13D

Page 3 of 9

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Teck Cominco Metals Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER -0- SHARED VOTING POWER 16,650,000 SOLE DISPOSITIVE POWER -0- SHARED DISPOSITIVE POWER 16,650,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,650,000 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.25%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 345425102

Schedule 13D

Page 4 of 9

Item 1. Security and the Issuer

This Amendment No. 4 to the Schedule 13D (“Amendment No. 3”) by Teck Cominco Limited (“Teck”) and Teck Cominco Metals Ltd., a wholly-owned subsidiary of Teck (“Teck Metals”), relates to trust units (the “Units”) of Fording Canadian Coal Trust, an open-ended mutual fund trust governed by the laws of the Province of Alberta, Canada (the “Issuer” or “Fording”). This Amendment No.4 supplementally amends the Initial Statement on Schedule 13D, filed by Teck and Teck Metals with the Securities and Exchange Commission on September 27, 2007 (the “Initial Statement”), as amended by Amendment No.1 to the Schedule 13D, filed by Teck and Teck Metals on June 20, 2008, as amended by Amendment No. 2 to the Schedule 13D, filed by Teck and Teck Metals on July 30, 2008, as amended by Amendment No. 3 to the Schedule 13D, filed by Teck and Teck Metals on September 30, 2008 (together, the “Initial Statement”). The principal executive offices of the Issuer are located at 205 9^th Avenue SE, Suite 1000, Calgary, Alberta T2G 0R4. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows:

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Initial Statement is hereby amended by adding the following at the end thereof:

On October 13, 2008 Teck and Teck Metals entered into agreements with a Canadian chartered bank (the “Agreements”) pursuant to which the bank has agreed to purchase on October 24, 2008 (the “Sale Date”) approximately 12.86 million Units of the Issuer held by Teck and approximately 14.79 million Units of the Issuer held by Teck Metals for a total of approximately 27.6 million Units of the Issuer.

Teck intends to use the proceeds of the sale to fund a portion of the cash payment in respect of the Transaction, which is expected to close on October 30, 2008. The purchase price to be paid per Fording Unit will be US$83.30, subject to adjustment after closing of the Transaction based on the volume weighted average price of Teck Class B subordinate voting shares. Based on a price of US$15 per Teck Class B subordinate voting share, the net proceeds to Teck from the sale will be approximately US$2.3 billion in aggregate.

Additionally, under the Agreements, if the Transaction does not close by November 5, 2008, the bank will settle its obligation to pay for the Fording Units based on the weighted average price of Fording Units on the New York Stock Exchange during the following 20 day period.

The summary of the Agreements contained in this Item 3 does not purport to be complete, and is qualified in its entirety by reference to the Agreements filed as Exhibit 1 and Exhibit 2 hereto, and incorporated herein by reference.

Item 4. Purpose of Transactions.

The information in Item 3 is incorporated herein by reference; otherwise, the information set forth in Item 4 of the Initial Statement remains unchanged.

Except as described in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.

CUSIP No. 345425102

Schedule 13D

Page 5 of 9

Item 5. Interest in Securities of the Issuer.

(a) – (b) The aggregate number of Units held by Teck Metals, beneficially owned pursuant to the Unit Purchase Agreement will be 16,650,000 Units, representing 11.25% of the outstanding units of the Issuer. Teck Metal may be deemed to share voting and dispositive power with Teck with respect to the 16,650,000 Units. Teck holds 12,857,142 Units pursuant to the Combination Agreement, representing 8.7% of the outstanding units of the Issuer and has sole voting and dispositive power with respect to the 12,857,142 Units. Teck may be deemed to beneficially own the 16,650,000 Units held by Teck Metals, as a wholly-owned subsidiary and an aggregate of 29,507,142 Units, representing 19.95% of the outstanding units of the Issuer.

As of the date of this Schedule 13D, Ronald Millos, Senior Vice President, Finance and Chief Financial Officer beneficially owns 1,359 Units. Mr. Millos has sole voting and dispositive power with respect to those Units. Teck and Teck Metals disclaim beneficial ownership of any Units beneficially owned by Mr. Millos. Mr. Millos disclaims beneficial ownership of any Units beneficially owned by Teck and Teck Metals.

As of the date of this Schedule 13D, Jalynn Bennett, a Director, beneficially owns 1,347 Units. Ms. Bennett has no voting and dispositive power with respect to those Units. Teck and Teck Metals disclaim beneficial ownership of any Units beneficially owned by Ms. Bennett. Ms. Bennett disclaims beneficial ownership of any Units beneficially owned by Teck and Teck Metals.

As of the date of this Schedule 13D, Mayank M. Asher, a Director, beneficially owns 1,023 Units. Mr. Asher has sole voting and dispositive power with respect to those Units. Teck and Teck Metals disclaim beneficial ownership of any Units beneficially owned by Mr. Asher. Mr. Asher disclaims beneficial ownership of any Units beneficially owned by Teck and Teck Metals.

(c) Except as disclosed in this Item 5 of this Schedule 13D, neither Teck nor Teck Metals, nor, to the best knowledge of Teck and Teck Metals, any of the directors or executive officers of Teck and Teck Metals has effected any transaction in the Units in the 60 days prior to the filing of this Schedule 13D.

(d)	Not applicable.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information in Item 3 is incorporated herein by reference; otherwise, the information set forth in Item 6 ofthe Initial Statement remains unchanged.

Item 7. Material to be Filed as Exhibits.

Exhibit No.

1 Letter Agreement, dated as of October 13, 2008 between Teck Cominco Limited and the Bank of Nova Scotia.

2 Letter Agreement, dated as of October 13, 2008 between Teck Cominco Metals Ltd. and the Bank of Nova Scotia.

CUSIP No. 345425102

Schedule 13D

Page 6 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 14, 2008

TECK COMINCO LIMITED

By:

/s/ Peter C. Rozee

Name: Peter C. Rozee

Title: Senior Vice President, Commercial Affairs

TECK COMINCO METALS LTD.

By:

/s/ Peter C. Rozee

Name: Peter C. Rozee

Title: Senior Vice President, Commercial Affairs

CUSIP No. 345425102

Schedule 13D

Page 7 of 9

SCHEDULE I

Teck Cominco Limited

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director and officer of Teck Cominco Limited is set forth below. The principal business and address of each director and officer is Teck Cominco Limited, Suite 3300-550 Burrard Street, Vancouver, B.C. V6C 0B3, unless otherwise indicated.

Name		Present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted)

DIRECTORS All directors listed below are Canadian citizens, except for Mr. Kuriyama and Mr. Mochihara who are both Japanese citizens.

Mayank M. Asher J. Brian Aune		Executive Vice President, Suncor Energy Inc. P.O. Box 38, 112 - 4 Avenue S.W. Calgary, Alberta T2P 2V5 Canada President, Alderprise Inc., 755 Meny Sud RR3 Magog, Quebec 71X 3WY Canada.

Jalynn H. Bennett		President, Jalynn H. Bennett and Associates Ltd., 303-247 Davenport Rd Toronto ON M5R 1J9 Canada

Hugh J. Bolton		Chairman, Epcor Utilities Inc., 10065 Jasper Avenue, Edmonton, Alberta T5J 3B1 Canada

Norman B. Keevil		Chairman, Teck Cominco Limited

Norman B. Keevil III		Chief Operating Officer, Triton Logging Inc., 6675 Mirah Road, Saanichton, BC, V8M 1Z4 Canada

Takashi Kuriyama		Executive Vice President, Sumitomo Metal Mining America Inc., #901 - 700 West Pender Street, Vancouver B.C. V6C 1G8 Canada

Donald R. Lindsay ¹		Chief Executive Officer, Teck Cominco Limited

Takuro Mochihara		Senior Managing Executive Officer, Dept. of Mineral Resources Division, Sumitomo Metal Mining Co., Ltd., 11-3, Shimbashi 5-chome, Minato-ku, Tokyo, 105-8716 JAPAN

_________________________

¹ Mr. Lindsay is also a director of the Issuer.

CUSIP No. 345425102

Schedule 13D

Page 8 of 9

Derek G. Pannell		Managing Partner, Brookfield Properties BCE Place, 181 Bay Street, Suite 330, Toronto, Onatrio M5J 2T3 Canada

Janice G. Rennie		Corporate Director

Warren S.R. Seyffert ²		Corporate Director

Keith E. Steeves		Corporate Director

Chris M.T. Thompson		Corporate Director



EXECUTIVE OFFICERS All executive officers listed below are Canadian citizens, except for Mr. Kukielski and Mr. Vance who are both U.S. citizens and Mr. Higgins who is an Australian citizen. The principal business and address of each officer is Teck Cominco Limited, Suite 3300-550 Burrard Street, Vancouver, B.C. V6C 0B3.

OFFICERS
Norman B. Keevil Donald R. Lindsay		Chairman Chief Executive Officer and President

Roger J. Higgins Douglas H. Horswill		Senior Vice President Senior Vice President, Environment and Corporate Affairs

Peter G. Kukielski		Executive Vice President and Chief Operating Officer

G. Leonard Manuel		Senior Vice President and General Counsel

Ronald A. Millos		Senior Vice President, Finance and Chief Financial Officer

Peter C. Rozee		Senior Vice President, Commercial Affairs

Ronald J. Vance		Senior Vice President, Corporate Development

Timothy C. Watson		Senior Vice President, Project Development

________________________

²	Mr. Seyffert is also a director of the Issuer.

CUSIP No. 345425102

Schedule 13D

Page 9 of 9

Teck Cominco Metals Ltd.

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director and officer of Teck Cominco Metals Ltd. is set forth below. The principal business and address of each director and officer is Teck Cominco Limited, Suite 3300-550 Burrard Street, Vancouver, B.C. V6C 0B3. All directors and executive officers listed below are Canadian citizens, except for Mr. Kukielski and Mr. Vance who are both U.S. citizens and Mr. Higgins who is an Australian citizen.

Name		Present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted)
DIRECTORS

Norman B. Keevil		Director, Teck Cominco Limited

Donald R. Lindsay ¹		President, Teck Cominco Limited

G. Leonard Manuel		Senior Vice President and General Counsel, Teck Cominco Limited
Ronald A. Millos		Senior Vice President and Chief Financial Officer, Teck Cominco Limited
Peter C. Rozee		Senior Vice President, Commercial Affairs, Teck Cominco Limited

OFFICERS

Donald R. Lindsay		Chief Executive Officer and President

Roger J. Higgins Douglas H. Horswill		Senior Vice President Senior Vice President, Environment and Corporate Affairs

Peter G. Kukielski		Executive Vice President and Chief Operating Officer

G. Leonard Manuel		Senior Vice President and General Counsel

Ronald A. Millos		Senior Vice President, Finance and Chief Financial Officer

Peter C. Rozee		Senior Vice President, Commercial Affairs

Ronald A. Vance		Senior Vice President, Corporate Development

Timothy C. Watson		Senior Vice President, Project Development

_________________________

¹ Mr. Lindsay is also a director of the Issuer.

EX-99 2 ex-1sc13da4_fcct.htm EXHIBIT 1

EXHIBIT 1

[LETTERHEAD OF THE BANK OF NOVA SCOTIA]

October 13, 2008

Teck Cominco Limited

Suite 3300, 550 Burrard Street

Vancouver, British Columbia

Canada V6C 0B3

Dear Sir/Madam:

Re:	Purchase of 12.86 million Units of Fording Canadian Coal Trust

Fording Canadian Coal Trust (“Fording”) announced on July 29, 2008 that it had entered into an arrangement agreement (as amended on September 6, 2008, the “Arrangement Agreement”) to sell all of its assets to Teck Cominco Limited (“Teck”) by way of a plan of arrangement (the “Transaction”) pursuant to which Fording unitholders will receive from Fording a combination of U.S.$82.00 cash and 0.245 of a Teck Class B subordinate voting share (“Class B Share”) per Fording unit. Teck and Fording have confirmed that all conditions to completion of the Transaction have been satisfied or waived, as indicated in press releases dated September 30, 2008. Teck has announced that the closing of the Transaction (“Closing”) is expected to occur on October 30, 2008 (the “Scheduled Closing Date”).

In anticipation of the Closing, The Bank of Nova Scotia (“BNS”) hereby agrees to purchase 12,857,142 units of Fording (collectively, the “Units”) from you, and you hereby agree to sell the Units to BNS, on October 24, 2008 (the “Sale Date”) for an aggregate purchase price of U.S.$1,070,935,000, provided neither Teck nor Fording has publicly announced that the Closing will not occur on or prior to November 5, 2008 (the “Outside Closing Date”). You agree that if the Closing has not occurred on or prior to November 5, 2008, you will not, without our prior consent, effect the Closing during the 20 Trading Day (as such term is defined in the Settlement Receipt) period commencing on November 6, 2008. Upon receipt of the Units by BNS on the Sale Date, BNS will deliver to you a duly authorized, validly executed and delivered, and fully enforceable settlement receipt (the “Settlement Receipt”) dated as of the Sale Date in the form of the draft settlement receipt that is attached as Schedule A, and you agree to accept the Settlement Receipt as absolute payment of the purchase price for the Units. The completion of the transaction of purchase and sale contemplated by this Agreement will take place at the offices of Stikeman Elliott LLP, Suite 5300, Commerce Court West, Toronto, Ontario, at 10:00 a.m. (Toronto time) on the Sale Date, or at such other place, on such other date and at such other time as you and BNS may agree in writing. At such time, each of BNS and you shall execute and deliver all such documents, certificates and instruments and do all such other acts and things as you or BNS may consider necessary or desirable, acting reasonably, to effectively sell and thereby transfer all right, title and interest in and to the Units to BNS, and from and after such time, and from time to time, each of you and BNS will, at the request and expense of the person making the request, execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of

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.

In connection with the foregoing, BNS and you will, on or prior to the Sale Date, enter into an escrow agreement (the “Escrow Agreement”) with Computershare Trust Company of Canada, as escrow agent, or another duly qualified trust company acceptable to each of BNS and you (the “Escrow Agent”), on customary terms and conditions satisfactory to each of BNS and you, acting reasonably, and providing for escrow release conditions substantially as set out in the attached Schedule B (the “Escrow Release Conditions”). You and we agree that the amounts to be held in escrow by the Escrow Agent pursuant to the Settlement Receipt will be held by the Escrow Agent in a designated account with BNS until release in accordance with the Escrow Agreement, and that the Closing Amount (as defined in the Settlement Receipt) will be paid (as applicable) to you, or as you direct, at a designated account with BNS.

You represent, warrant and covenant to BNS that:

1.	you are the beneficial owner of the Units free and clear of any liens or encumbrances or other third party rights or interests of any nature whatsoever;

2.	the Units are freely tradable and are not subject to a resale restriction or hold period, whether pursuant to securities legislation, by contract or otherwise;

3.	the sale of the Units by you to BNS will not be considered a “distribution” of the Units for purposes of applicable Canadian securities law;

4.	you have no knowledge of a “material fact” or “material change” in respect of Fording that has not been generally disclosed, as such terms are defined in the Securities Act (Ontario), including any knowledge of any material impediment to the Closing occurring on the Scheduled Closing Date; and

5.	you will report for purposes of the Income Tax Act (Canada) that you have disposed of the Units on the Sale Date.

You also agree that unless you provide BNS with written notice to the contrary prior to the Sale Date, your representations and warranties described above shall be true and correct on the Sale Date with the same force and effect as if made at and as of such time.

This Agreement and the attached Schedule A and Schedule B hereto constitute the entire agreement between us as regards the subject matter hereof, they cancel and supersede any prior understandings and agreements between us as regards such subject matter and there are no related representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between us other than as expressly set forth therein. Each of us acknowledges to the other party to this Agreement that it has consulted with its own legal, tax and accounting advisors to the extent it has considered it necessary to do so and it is entering into this Agreement based solely upon its own

judgement and upon any such advice from such advisors, and not upon any advice, counsel or representation of such other party.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.

Yours truly,

THE BANK OF NOVA SCOTIA

Per	/s/ Christopher S. Purkis
	Name: Christopher S. Purkis Title: Managing Director

AGREED AND ACCEPTED THIS 13th DAY OF OCTOBER, 2008

		TECK COMINCO LIMITED /s/ Ronald A. Millos
		Name: Ronald A. Millos Title: Senior Vice President, Finance and Chief Financial Officer

		/s/ Peter C. Rozee
		Name: Peter C. Rozee Title: Senior Vice President, Commercial Affairs

SCHEDULE A

THE BANK OF NOVA SCOTIA

Settlement Receipt

WHEREAS the undersigned has purchased 12,857,142 units (collectively, the “Units”) of Fording Canadian Coal Trust (“Fording”) from Teck Cominco Limited (the “Vendor”) on the date hereof (the “Sale Date”) pursuant to a letter agreement of purchase and sale dated October 13, 2008 between the Vendor and the undersigned (the “Agreement”);

NOW THEREFORE, for value received, the undersigned agrees that:

If, prior to October 29, 2008, neither Teck nor Fording has publicly announced that the Closing will not occur on or prior to the Outside Closing Date, a cash payment in the amount of U.S.$1,070,935,000 (the “Closing Amount”) will be made by the undersigned to the Escrow Agent by noon (Toronto time) on October 29, 2008, such payment to be held by the Escrow Agent in escrow and to be released in accordance with, and subject to adjustment in accordance with, the Escrow Release Conditions.

2.	If Closing occurs on or prior to the Outside Closing Date, a cash payment in the amount (the “Adjustment Amount”), if any, by which the Teck VWAP Amount exceeds U.S.$47,250,000 will be made by the undersigned to the Vendor on the date that is 13 Trading Days following the date of Closing.

3.	If Closing has not occurred on or prior to the Outside Closing Date, a cash payment equal to the Termination Amount will be made on the date that is 24 Trading Days following November 5, 2008.

For purposes of paragraph 2 above, the term “Teck VWAP Amount” means an amount in U.S. dollars equal to the product of: (a) 3,150,000 and (b) the volume weighted average price of the Class B Shares on the New York Stock Exchange during the 10 Trading Day period commencing on and including the Trading Day following the date of Closing. For purposes of the definition of Teck VWAP Amount, the volume weighted average price of the Class B Shares will be as reported on Bloomberg Page “TCK US <Equity>VAP” and inserting (a) 0 to 9,999 in the “Volume Range” fields and (b) “09:30 (Toronto time) on the relevant date to 16:00 (Toronto time) on the relevant date” in the “From and To” fields. For purposes of paragraph 3 above, the term “Termination Amount” means an amount in U.S. dollars equal to the product of 12,857,142 and the volume weighted average price of Fording units on the New York Stock Exchange during the 20 Trading Day period commencing on and including November 6, 2008. For purposes of paragraphs 2 and 3 above and the definitions of “Teck VWAP Amount” and “Termination Amount”, the term “Trading Day” means a day on which the New York Stock Exchange is open for business and trading in the Class B Shares or Fording units, as applicable, is not halted or suspended. For purposes of the definition of “Termination Amount”, the volume weighted average price of the Fording units will be as reported on Bloomberg Page “FDG US <Equity>VAP” and inserting (a) 0 to 9,999 in the “Volume Range” fields and (b) “09:30 (Toronto time) on the relevant date to 16:00 (Toronto time) on the relevant date” in the “From and To” fields.

The obligations of the undersigned to the Vendor under paragraph 3 above will be satisfied to the extent of the payments that are made by the Escrow Agent to, or to the order of, the Vendor in accordance with the terms of the Escrow Agreement. Payment of the Adjustment Amount or the Termination Amount, as the case may be, shall otherwise be made to the Vendor by wire transfer in accordance with the following wire transfer instructions:

[Insert Vendor’s wire transfer instructions]

This Settlement Receipt is not negotiable and it is not assignable without the consent of the undersigned.

Capitalized terms not otherwise defined herein shall have the respective meaning ascribed to such terms in the Agreement.

This Settlement Receipt shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

DATED at Toronto this 24^th day of October, 2008.

	THE BANK OF NOVA SCOTIA


	Per:
		Name: Title:

SCHEDULE B

Escrow Release Conditions

Any funds held in escrow by the Escrow Agent in accordance with the Escrow Agreement will be paid as follows:

1.	The Escrow Agent shall pay the Closing Amount (as such term is defined in the Settlement Receipt), less U.S.$6,300,000 (the “Holdback Amount”), to, or to the order of, the Vendor on the date on which the Vendor provides to the Escrow Agent and to BNS a certificate certifying that:

(a)

the Pre-Closing Period (as such term is defined in the Arrangement Agreement) has been completed in accordance with the Arrangement Agreement; and

(b)

the Arrangement Agreement has not been terminated, and the parties thereto are prepared to close the Arrangement (as such term is defined in the Arrangement Agreement) on the date of such certificate.

If, following Closing, the Teck VWAP Amount (as such term is defined in the Settlement Receipt) exceeds U.S.$40,950,000 (such excess amount, if any, the “TCK Excess Amount”), then the Escrow Agent shall pay the lesser of the Holdback Amount and the TCK Excess Amount to the Vendor on the date that is 13 Trading Days (as such term is defined in the Settlement Receipt) following the date of Closing, and shall pay the balance, if any, of the amounts held by the Escrow Agent pursuant to the Escrow Agreement on such date to BNS.

If Closing has not occurred on or prior to the Outside Closing Date, the Escrow Agent shall pay the lesser of the Closing Amount (as such term is defined in the Settlement Receipt) and the Termination Amount (as such term is defined in the Settlement Receipt) to, or to the order of, the Vendor on the date that is 24 Trading Days (as such term is defined in the Settlement Receipt) following November 5, 2008, and shall pay the balance, if any, of the amounts held by the Escrow Agent pursuant to the Escrow Agreement on such date to BNS.

Interest, if any, earned on the funds held by the Escrow Agent in escrow shall be for the benefit of the party to whom such funds, or a portion thereof, is released, pro rata to such released amount.

Capitalized terms not otherwise defined herein shall have the respective meaning ascribed to such terms in the letter agreement of purchase and sale dated October 13, 2008 between Teck Cominco Limited (the “Vendor”) and The Bank of Nova Scotia.

EX-99 3 ex-2sc13da4_fcct.htm EXHIBIT 2

EXHIBIT 2

[LETTERHEAD OF THE BANK OF NOVA SCOTIA]

October 13, 2008

Teck Cominco Metals Ltd.

Suite 3300, 550 Burrard Street

Vancouver, British Columbia

Canada V6C 0B3

Dear Sir/Madam:

Re:	Purchase of 14.79 million Units of Fording Canadian Coal Trust

In anticipation of the Closing, The Bank of Nova Scotia (“BNS”) hereby agrees to purchase 14,793,500 units of Fording (collectively, the “Units”) from you, and you hereby agree to sell the Units to BNS, on October 24, 2008 (the “Sale Date”) for an aggregate purchase price of U.S.$1,232,224,000, provided neither Teck nor Fording has publicly announced that the Closing will not occur on or prior to November 5, 2008 (the “Outside Closing Date”). Upon receipt of the Units by BNS on the Sale Date, BNS will deliver to you a duly authorized, validly executed and delivered, and fully enforceable settlement receipt (the “Settlement Receipt”) dated as of the Sale Date in the form of the draft settlement receipt that is attached as Schedule A, and you agree to accept the Settlement Receipt as absolute payment of the purchase price for the Units. The completion of the transaction of purchase and sale contemplated by this Agreement will take place at the offices of Stikeman Elliott LLP, Suite 5300, Commerce Court West, Toronto, Ontario, at 10:00 a.m. (Toronto time) on the Sale Date, or at such other place, on such other date and at such other time as you and BNS may agree in writing. At such time, each of BNS and you shall execute and deliver all such documents, certificates and instruments and do all such other acts and things as you or BNS may consider necessary or desirable, acting reasonably, to effectively sell and thereby transfer all right, title and interest in and to the Units to BNS, and from and after such time, and from time to time, each of you and BNS will, at the request and expense of the person making the request, execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of 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.

You represent, warrant and covenant to BNS that:

1.	you are the beneficial owner of the Units free and clear of any liens or encumbrances or other third party rights or interests of any nature whatsoever;

2.	the Units are freely tradable and are not subject to a resale restriction or hold period, whether pursuant to securities legislation, by contract or otherwise;

3.	the sale of the Units by you to BNS will not be considered a “distribution” of the Units for purposes of applicable Canadian securities law;

4.	you have no knowledge of a “material fact” or “material change” in respect of Fording that has not been generally disclosed, as such terms are defined in the Securities Act (Ontario), including any knowledge of any material impediment to the Closing occurring on the Scheduled Closing Date; and

5.	you will report for purposes of the Income Tax Act (Canada) that you have disposed of the Units on the Sale Date.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.

Yours truly,

THE BANK OF NOVA SCOTIA

Per	/s/ Christopher S. Purkis
	Name: Christopher S. Purkis Title: Managing Director

AGREED AND ACCEPTED THIS 13th DAY OF OCTOBER, 2008

		TECK COMINCO METALS LTD. /s/ Ronald A. Millos
		Name: Ronald A. Millos Title: Senior Vice President, Finance and Chief Financial Officer

		/s/ Peter C. Rozee
		Name: Peter C. Rozee Title: Senior Vice President, Commercial Affairs

SCHEDULE A

THE BANK OF NOVA SCOTIA

Settlement Receipt

WHEREAS the undersigned has purchased 14,793,500 units (collectively, the “Units”) of Fording Canadian Coal Trust (“Fording”) from Teck Cominco Metals Ltd. (the “Vendor”) on the date hereof (the “Sale Date”) pursuant to a letter agreement of purchase and sale dated October 13, 2008 between the Vendor and the undersigned (the “Agreement”);

NOW THEREFORE, for value received, the undersigned agrees that:

If, prior to October 29, 2008, neither Teck nor Fording has publicly announced that the Closing will not occur on or prior to the Outside Closing Date, a cash payment in the amount of U.S.$1,232,224,000 (the “Closing Amount”) will be made by the undersigned to the Escrow Agent by noon (Toronto time) on October 29, 2008, such payment to be held by the Escrow Agent in escrow and to be released in accordance with, and subject to adjustment in accordance with, the Escrow Release Conditions.

2.	If Closing occurs on or prior to the Outside Closing Date, a cash payment in the amount (the “Adjustment Amount”), if any, by which the Teck VWAP Amount exceeds U.S.$54,366,000 will be made by the undersigned to the Vendor on the date that is 13 Trading Days following the date of Closing.

3.	If Closing has not occurred on or prior to the Outside Closing Date, a cash payment equal to the Termination Amount will be made on the date that is 24 Trading Days following November 5, 2008.

For purposes of paragraph 2 above, the term “Teck VWAP Amount” means an amount in U.S. dollars equal to the product of: (a) 3,624,400 and (b) the volume weighted average price of the Class B Shares on the New York Stock Exchange during the 10 Trading Day period commencing on and including the Trading Day following the date of Closing. For purposes of the definition of Teck VWAP Amount, the volume weighted average price of the Class B Shares will be as reported on Bloomberg Page “TCK US <Equity>VAP” and inserting (a) 0 to 9,999 in the “Volume Range” fields and (b) “09:30 (Toronto time) on the relevant date to 16:00 (Toronto time) on the relevant date” in the “From and To” fields. For purposes of paragraph 3 above, the term “Termination Amount” means an amount in U.S. dollars equal to the product of 14,793,500 and the volume weighted average price of Fording units on the New York Stock Exchange during the 20 Trading Day period commencing on and including November 6, 2008. For purposes of paragraphs 2 and 3 above and the definitions of “Teck VWAP Amount” and “Termination Amount”, the term “Trading Day” means a day on which the New York Stock Exchange is open for business and trading in the Class B Shares or Fording units, as applicable, is not halted or suspended. For purposes of the definition of “Termination Amount”, the volume weighted average price of the Fording units will be as reported on Bloomberg Page “FDG US <Equity>VAP” and inserting (a) 0 to 9,999 in the “Volume Range” fields and (b) “09:30 (Toronto time) on the relevant date to 16:00 (Toronto time) on the relevant date” in the “From and To” fields.

[Insert Vendor’s wire transfer instructions]

This Settlement Receipt is not negotiable and it is not assignable without the consent of the undersigned.

Capitalized terms not otherwise defined herein shall have the respective meaning ascribed to such terms in the Agreement.

This Settlement Receipt shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

DATED at Toronto this 24^th day of October, 2008.

	THE BANK OF NOVA SCOTIA


	Per:
		Name: Title:

SCHEDULE B

Escrow Release Conditions

Any funds held in escrow by the Escrow Agent in accordance with the Escrow Agreement will be paid as follows:

1.	The Escrow Agent shall pay the Closing Amount (as such term is defined in the Settlement Receipt), less U.S.$7,248,800 (the “Holdback Amount”), to, or to the order of, the Vendor on the date on which the Vendor provides to the Escrow Agent and to BNS a certificate certifying that:

(a)

the Pre-Closing Period (as such term is defined in the Arrangement Agreement) has been completed in accordance with the Arrangement Agreement; and

(b)

If, following Closing, the Teck VWAP Amount (as such term is defined in the Settlement Receipt) exceeds U.S.$47,117,200 (such excess amount, if any, the “TCK Excess Amount”), then the Escrow Agent shall pay the lesser of the Holdback Amount and the TCK Excess Amount to the Vendor on the date that is 13 Trading Days (as such term is defined in the Settlement Receipt) following the date of Closing, and shall pay the balance, if any, of the amounts held by the Escrow Agent pursuant to the Escrow Agreement on such date to BNS.

Interest, if any, earned on the funds held by the Escrow Agent in escrow shall be for the benefit of the party to whom such funds, or a portion thereof, is released, pro rata to such released amount.

Capitalized terms not otherwise defined herein shall have the respective meaning ascribed to such terms in the letter agreement of purchase and sale dated October 13, 2008 between Teck Cominco Metals Ltd. (the “Vendor”) and The Bank of Nova Scotia.