Exhibit 10.1

                                                                    EXECUTION
    VERSION

    
      
        

      

    

    
      	
               

              AMENDED
                AND RESTATED CREDIT AGREEMENT

               

              dated
                as of 

               

              July
                25, 2006,

               

              which
                amends and restates the

               

              AMENDED
                AND RESTATED CREDIT AGREEMENT

              dated
                as of September 30, 2003,

              which
                amended and restated the

              AMENDED
                AND RESTATED CREDIT AGREEMENT

              dated
                as of October 19, 2001,

              which
                amended and restated both the

              CREDIT
                AGREEMENT

              Originally
                dated as of October 27, 1989

              Amended
                and restated as of June 1, 1993

              and
                the 

              CREDIT
                AGREEMENT

              Originally
                dated as of June 30, 1995,

              among

              FREEPORT-MCMORAN
                COPPER & GOLD INC.,

              PT
                FREEPORT INDONESIA,

              The
                Lenders Party Hereto,

              JPMORGAN
                CHASE BANK, N.A.,

              as
                Administrative Agent, Issuing Bank, Security Agent, JAA Security
                Agent

              and

              Syndication
                Agent,

              and

              Citibank,
                N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated

              and
                

              The
                Bank of Nova Scotia,

              as
                Co-Documentation Agents,

              and

              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                FI Trustee

              ___________________________

               

              J.P.
                MORGAN SECURITIES INC.,

              as
                Sole Lead Arranger and Sole Bookrunner

               

            


    

     

    
      
        
           

        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

                                                                                                                                                                                                                     
      Page

     

    ARTICLE
      I

     

    Definitions

     

    SECTION
      1.01. Defined
      Terms                                                             
1

    SECTION
      1.02. Classification
      of Loans and Borrowings                                                33

    SECTION
      1.03. Terms
      Generally                                                                                                                                                                                 33

    SECTION
      1.04. Accounting
      Terms;
      GAAP                                                                                                                                                             
33

     

    ARTICLE
      II

     

    The
      Credits

     

    SECTION
      2.01. Commitments                                                                                                                                                                                      34

    SECTION
      2.02. Loans
      and
      Borrowings                                                                                                                                                                     
34

    SECTION
      2.03. Requests
      for
      Borrowings                                                                                                                                                                 
34

    SECTION
      2.04. Funding
      of
      Borrowings                                                                                                                                                                    
35

    SECTION
      2.05. Letters
      of
      Credit                                                                                                                                                                                  35

    SECTION
      2.06. Interest
      Elections                                                                                                                                                                               39

    SECTION
      2.07. Termination
      and Reduction of Commitments; Increase in
      Commitments                                                                                 
40

    SECTION
      2.08. Repayment of
      Loans                                                                                                                                                                          42

    SECTION
      2.09. Evidence
      of
      Debt                                                                                                                                                                                42

    SECTION
      2.10. Prepayment
      of
      Loans                                                                                                                                                                         43

    SECTION
      2.11. Fees                                                                                                                                                                                                      43

    SECTION
      2.12. Interest                                                                                                                                                                                                 44

    SECTION
      2.13. Alternate
      Rate of
      Interest                                                                                                                                                                 45

    SECTION
      2.14. Increased
      Costs                                                                                                                                                                                  45

    SECTION
      2.15. Break
      Funding
      Payments                                                                                                                                                                 
47

    SECTION
      2.16. Taxes                                                                                                                                                                                                    47

    SECTION
      2.17. Payments
      Generally; Pro Rata Treatment; Sharing of
      Set-offs                                                                                                   50

    SECTION
      2.18. Mitigation
      Obligations; Replacement of
      Lenders                                                                                                                        
52

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    SECTION
      3.01. Organization;
      Powers                                                                                                                                                                        53

    SECTION
      3.02. Authorization;
      Enforceability                                                                                                                                                         
53

    SECTION
      3.03. Governmental
      Approvals; No
      Conflicts                                                                                                                                       
53

    SECTION
      3.04. Financial
      Condition; No Material Adverse
      Change                                                                                                                   
53

    SECTION
      3.05. Properties                                                                                                                                                                                          
      54

    SECTION
      3.06. Litigation
      and Environmental
      Matters                                                                                                                                          
54

    SECTION
      3.07. Compliance
      with Laws and
      Agreements                                                                                                                                      
54

    SECTION
      3.08. Investment
      Company
      Status                                                                                                                                                          
55

    SECTION
      3.09. Taxes                                                                                                                                                                                                  
      55

    SECTION
      3.10. ERISA                                                                                                                                                                                                
      55

    SECTION
      3.11. Disclosure                                                                                                                                                                                         
      55

    SECTION
      3.12. Subsidiaries                                                                                                                                                                                       55

    SECTION
      3.13. Insurance                                                                                                                                                                                          
      55

    SECTION
      3.14. Labor
      Matters                                                                                                                                                                                   55  


    SECTION
      3.15. Security
      Documents                                                                                                                                                                       
56

    SECTION
      3.16. Assigned
      Agreements                    
                                                                                                                                              
56

    SECTION
      3.17. Federal
      Reserve
      Regulations                                                                                                                                                        
56

     

    ARTICLE
      IV

     

    Conditions

     

    SECTION
      4.01. Effective
      Date                                                                                                                                                                                 56

    SECTION
      4.02. Initial
      Borrowing Availability
      Date                                                                                                                                            
58

    SECTION
      4.03. Each
      Credit
      Event                                                                                                                                                                          60

     

    ARTICLE
      V

     

    Affirmative
      Covenants

     

    SECTION
      5.01. Financial
      Statements and Other
      Information                                                                                                                           
60

    SECTION
      5.02. Notices
      of Material
      Events                                                                                                                                                         
62

    SECTION
      5.03. Information
      Regarding
      Collateral                                                                                                                                                63

    SECTION
      5.04. Existence;
      Conduct of
      Business                                                                                                                                                
63

    SECTION
      5.05. Payment
      of
      Obligations                                                                                                                          
                                    
63

    SECTION
      5.06. Maintenance
      of
      Properties                                                                                                                                                          
63

    SECTION
      5.07. Insurance                                                                                                                                                                                       
      63

    SECTION
      5.08. Casualty
      and
      Condemnation                                                                                                                                                      
64

    SECTION
      5.09. Books
      and Records; Inspection and Audit
      Rights                                                                                                                 
64

    SECTION
      5.10. Compliance
      with Laws; Environmental
      Reports                                                                                                                      
64

    SECTION
      5.11. Use
      of
      Proceeds and Letters of
      Credit                                                                                                                                      
65

    SECTION
      5.12. Additional
      Subsidiaries                                                                                                                                                               
65

    SECTION
      5.13. Further
      Assurances                                                                                                                                                                     
65

    SECTION
      5.14. Concentrate
      Sales
      Agreements                                                                                                                                                  
66

    SECTION
      5.15. Source
      of
      Interest                                                                                                                                                                          66

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

    SECTION
      6.01. Indebtedness;
      Certain Equity
      Securities                                                                                                                                 
67

    SECTION
      6.02. Liens                                                                                                                                                                                              
      69

    SECTION
      6.03. Fundamental
      Changes                                                                                                                                                                
70

    SECTION
      6.04. Investments,
      Loans, Advances, Guarantees and
      Acquisitions               
                                                                           
70

    SECTION
      6.05. Asset
      Sales                                                                                                                                                                                    72

    SECTION
      6.06. Sale
      and Leaseback
      Transactions                                                                                                                                             
74

    SECTION
      6.07. Hedging
      Agreements                                                                                                                                                                  
74

    SECTION
      6.08. Restricted
      Payments; Certain Payments of
      Indebtedness                                                                                                    
74

    SECTION
      6.09. Transactions
      with
      Affiliates                                                                                                                                                      
75

    SECTION
      6.10. Restrictive
      Agreements                                                                                                                                                              
76

    SECTION
      6.11. Amendment
      of Material Documents and Mirror
      Notes                                                                        
                                
76

    SECTION
      6.12. Protection
      of Contract
      Rights                                                                                                                                                    
76

    SECTION
      6.13. Block
      B
      Projects                                                                                                                                                                            77

    SECTION
      6.14. Fiscal
      Year                                                                                                                                                                                     
77

    SECTION
      6.15. Covenants
      Relating to the RTZ
      Transactions                                                                                                                        
77

    SECTION
      6.16. Specified
      Transactions                                                                                                                                                               
78

    SECTION
      6.17. Designation
      of Unrestricted
      Subsidiaries                                                                                                                                
78

    SECTION
      6.18. Leverage
      Ratio                                                                                                                                                                              80

    SECTION
      6.19. Interest
      Expense Coverage
      Ratio                                                                                                                                              
80

    SECTION
      6.20. PTFI
      Leverage
      Ratio                                                                                                                                                                   
80

    SECTION
      6.21. Covenants
      with Respect to
      PTII                                                                                                                                               
80

     

    ARTICLE
      VII

     

    Events
      of
      Default

     

    ARTICLE
      VIII

     

    The
      Agents and the FI Trustee

     

    ARTICLE
      IX

     

    Guarantee

     

    ARTICLE
      X

     

    Miscellaneous

     

    SECTION
      10.01. Notices                                                                                                                                                                                     
      90

    SECTION
      10.02. Waivers;
      Amendments                                                                                                                                                         
90

    SECTION
      10.03. Expenses;
      Indemnity; Damage
      Waiver                                                                                                                               
91

    SECTION
      10.04. Successors
      and
      Assigns                                                                                                                                                      
93

    SECTION
      10.05. Survival                                                                                                                                                                                   
      96

    SECTION
      10.06. Counterparts;
      Integration;
      Effectiveness                                                                                                                          
96

    SECTION
      10.07. Severability                                                                                                                                                                             
      96

    SECTION
      10.08. Right
      of
      Setoff                                                                                                                                                                         96

    SECTION
      10.09. Governing
      Law; Jurisdiction; Consent to Service of Process; Sovereign
      Immunity                                                  
97

    SECTION
      10.10. WAIVER
      OF JURY
      TRIAL                                                                                                                                                  
97

    SECTION
      10.11. Headings                                                                                                                                                                                
      98

    SECTION
      10.12. Confidentiality                                                                                                                                                                       
      98

    SECTION
      10.13. Interest
      Rate
      Limitation                                                                                                                                       
                
99

    SECTION
      10.14. Judgment
      Currency                                                                                                                                                              
99

    SECTION
      10.15. Joint
      and Several
      Obligations                                                                                                                              
              
99

    SECTION
      10.16. RTZ
      Transactions                                                                                                                                                                100

    SECTION
      10.17. Patriot
      Act                                                                                                                                                                             100

    SECTION
      10.18. No
      Fiduciary
      Relationship                                                                                                                                                  100

    


     

    SCHEDULES:

     

    Schedule
      1.01A—Disclosed Matters

    Schedule
      1.01B—Existing Letters of Credit

    Schedule
      1.01C—Description of Infrastructure Financings and Infrastructure Financing
      Documents

    Schedule
      2.01 — Commitments

    Schedule
      3.07 — Significant Agreements and Commitments with Governmental
      Authorities

    Schedule
      3.12 — Subsidiaries

    Schedule
      3.13 — Insurance

    Schedule
      3.16 — Assigned Agreements

    Schedule
      5.10A — ICMM Principles

    Schedule
      5.10B — ICMM Commitments with Respect to World Heritage Properties

    Schedule
      5.10C — Response to Audit of Indonesian Operations by the International Centre
      for Corporate Accountability

    Schedule
      6.01 — Existing Indebtedness

    Schedule
      6.02 — Existing Liens

    Schedule
      6.04 — Existing Investments

    Schedule
      6.10 — Existing Restrictions

     

    EXHIBITS:

     

    Exhibit
      A
— Form of Assignment and Assumption

    Exhibit
      B
— Form of Perfection Certificate

    




    AMENDED
      AND RESTATED CREDIT AGREEMENT dated as of July 25, 2006 (this “Agreement”),
      which
      amends and restates the AMENDED
      AND RESTATED CREDIT AGREEMENT
      dated as
      of September 30, 2003, which amended and restated the AMENDED AND RESTATED
      CREDIT AGREEMENT dated as of October 19, 2001, which amended and restated both
      the CREDIT AGREEMENT originally dated as of October 27, 1989 and amended and
      restated as of June 1, 1993 and the CREDIT AGREEMENT originally dated as of
      June
      30, 1995, among FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation
      (“FCX”),
      PT
      FREEPORT INDONESIA, a limited liability company organized under the laws of
      the
      Republic of Indonesia and domesticated under the laws of Delaware as a
      corporation (“PTFI”
and,
      together with FCX, the “Borrowers”),
      the
      Lenders party hereto, U.S. BANK NATIONAL ASSOCIATION, a national banking
      association (for purposes of Article VIII only), as trustee for the Lenders
      and
      certain other lenders under the FI Trust Agreement (as defined below) (in such
      capacity, the “FI
      Trustee”),
      and
      JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”),
      as
      administrative agent for the Lenders (in such capacity, the “Administrative
      Agent”),
      as
      issuing bank (in such capacity, the “Issuing
      Bank”),
      as
      security agent for the Lenders under the Lender Security Documents (as defined
      below) (in such capacity, the “Security
      Agent”),
      and
      as security agent for the Lenders and RTZ-IIL (as defined below) under the
      Third
      Amended and Restated JAA Fiduciary Transfer (as defined below) (in such
      capacity, the “JAA
      Security Agent”),
      and
      as syndication agent (in such capacity, the “Syndication
      Agent”;
      the
      Administrative Agent, the Security Agent, the JAA Security Agent and the
      Syndication Agent being collectively referred to herein as the “Agents”).

     

    The
      Borrowers have requested that the Lenders agree to amend and restate the
      Existing Credit Agreement (such term and each other capitalized term used but
      not otherwise defined herein having the meaning assigned to it in Article I)
      in
      order to continue the credit facilities provided for therein and to permit
      FCX
      and PTFI to obtain Loans hereunder in an aggregate principal amount outstanding
      at any time not to exceed $465,000,000 (which principal amount may be increased
      to an amount not in excess of $500,000,000 or decreased from time to time as
      provided in Section 2.07). Such Loans will be utilized to refinance any
      borrowings outstanding under the Existing Credit Agreement and for general
      corporate purposes of the Borrowers. The Lenders are willing to continue such
      credit facilities, and to amend and restate the Existing Credit Agreement in
      the
      form hereof, upon the terms and subject to the conditions set forth herein.
      Accordingly, the parties hereto agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    SECTION
      1.01.   Defined
      Terms.
      As used
      in this Agreement, the following terms have the meanings specified
      below:

     

    “ABR”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the Alternate Base Rate.

     

    “Accession
      Agreement”
has
      the
      meaning assigned to such term in paragraph (d) of Section 2.07.

     

    “Additional
      Infrastructure Assets”
means
      non-mining assets, other than Block B Assets and PT Kencana Assets but
      including the Infrastructure Assets, transferred, sold, pledged, encumbered
      or
      otherwise disposed of by PTFI, in each case in accordance with the terms of
      this
      Agreement, in connection with one or more Additional Infrastructure
      Financings.

     

    “Additional
      Infrastructure Financing Documents”
means
      each of the operative documents relating to any Additional Infrastructure
      Financing, including asset purchase agreements, lease agreements, joint venture
      agreements, guarantee agreements and participation agreements, to which FCX,
      PTFI or any Restricted Subsidiary is a party.

     

    “Additional
      Infrastructure Financing”
means
      the financing by PTFI or a Restricted Subsidiary of Additional Infrastructure
      Assets pursuant to the incurrence of Indebtedness secured by such assets or
      the
      incurrence of Attributable Debt in connection with a sale and leaseback
      transaction involving such assets.

     

    “Administrative
      Agent”
means
      JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
      Lenders hereunder.

     

    “Administrative
      Questionnaire”
means
      an Administrative Questionnaire in a form supplied by the Administrative
      Agent.

     

    “Affiliate”
means,
      with respect to a specified Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.

     

    “Alternate
      Base Rate”
means,
      for any day, a rate per annum equal to the greater of (a) the Prime Rate in
      effect on such day and (b) the Federal Funds Effective Rate in effect on
      such day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a
      change in the Prime Rate or the Federal Funds Effective Rate shall be effective
      from and including the effective date of such change in the Prime Rate or the
      Federal Funds Effective Rate, respectively.

     

    “Amended
      and Restated FCX Pledge Agreement (Indebtedness)”
means
      the Amended and Restated FCX Pledge Agreement (Indebtedness) stated in deed
      number 7 dated November 11, 2003, as amended by the First Amendment to the
      FCX
      Pledge Agreements stated in deed number 10 dated March 31, 2004 (which amended
      and restated the Pledge of Accounts stated in deed number 46 dated October
      19,
      2001) pursuant to which FCX granted a perfected first priority security interest
      under Indonesian law in Indebtedness owing by PTFI or any other Restricted
      Subsidiary to FCX, for the ratable benefit of the holders of the Obligations
      (as
      defined in the Existing Credit Agreement).

     

    “Amended
      and Restated FCX Pledge Agreement (PTFI Shares)”
means
      the Amended and Restated FCX Pledge Agreement (PTFI
      Shares)
      stated
      in deed number 5 dated November 11, 2003, as amended by the First Amendment
      to
      the FCX Pledge Agreements stated in deed number 10 dated March 31, 2004 (which
      amended and restated the Pledge of Shares stated in deed number 42 dated October
      19, 2001) pursuant to which FCX granted a perfected first priority security
      interest under Indonesian law in the Pledged PTFI Shares for the ratable benefit
      of the holders of the Obligations (as defined in the Existing Credit
      Agreement).

     

    “Amended
      and Restated FCX Pledge Agreement (PTII Shares)”
means
      the Amended and Restated FCX Pledge Agreement (PTII
      Shares)
      stated
      in deed number 6 dated November 11, 2003, as amended by the First Amendment
      to
      the FCX Pledge Agreements stated in deed number 10 dated March 31, 2004 (which
      amended and restated the Pledge of Shares agreement in deed number 41 dated
      October 19, 2001) pursuant to which FCX granted a perfected first priority
      security interest under Indonesian law in the Pledged PTII Shares for the
      ratable benefit of the holders of the Obligations (as defined in the Existing
      Credit Agreement).

     

    “Applicable
      Percentage”
means,
      with respect to any Lender, the percentage of the total Commitments represented
      by such Lender’s Commitment. If the Commitments have terminated or expired, the
      Applicable Percentages shall be determined based upon the amount of each
      Lender’s Loans, participations in outstanding Letters of Credit and unreimbursed
      LC Disbursements.

     

    “Applicable
      Rate”
means,
      for any day, the applicable rate per annum set forth below under the caption
      (i)
“Eurodollar Spread”, in the case of a Eurodollar Loan, (ii) ”ABR Spread”,
      in the case of an ABR Loan, and (iii) “Commitment Fee Rate”, in the case of the
      commitment fees payable hereunder, in each case based upon the Credit Ratings
      by
      Moody’s and S&P applicable on such date:

     

    
      	
              Credit
                Ratings:

              (S&P/Moody’s)

            	
              Eurodollar
                Spread

              (bps
                per annum)

            	
              ABR
                Spread 

              (bps
                per annum)

            	
              Commitment
                Fee Rate

              (bps
                per annum)

            
	
              Category
                1

              BB+/Ba1
                or higher

               

            	
              150.0

               

            	
              50.0

               

            	
              37.5

               

            
	
              Category
                2

              BB/Ba2

               

            	
              175.0

               

            	
              75.0

               

            	
              37.5

               

            
	
              Category
                3

              BB-/Ba3

               

            	
              200.0

               

            	
              100.0

               

            	
              50.0

               

            
	
              Category
                4

              B+/B1

               

            	
              225.0

               

            	
              125.0

               

            	
              50.0

               

            
	
              Category
                5

              B/B2
                or lower

            	
              250.0

               

            	
              150.0

               

            	
              50.0

               

            


    

    


    For
      purposes of the foregoing, (i) if either Moody’s or S&P shall not have
      in effect a Credit Rating (other than by reason of the circumstances referred
      to
      in the last sentence of this definition), then the Borrowers and the Lenders
      shall negotiate in good faith to agree upon another rating agency to be
      substituted by an amendment to this Agreement for the rating agency which shall
      not have a Credit Rating in effect, and pending the effectiveness of such
      amendment, the Applicable Rate shall be determined by reference to the available
      Credit Rating; (ii) if the Credit Rating established or deemed to have been
      established by Moody’s and S&P shall fall within different Categories, the
      Applicable Rate shall be based on the higher of the two Credit Rating unless
      one
      of the two Credit Rating is two or more Categories lower than the other, in
      which case the Applicable Rate shall be determined by reference to the Category
      next below that of the higher of the two Credit Rating; and (iii) if the
      Credit Rating established or deemed to have been established by Moody’s and
      S&P shall be changed (other than as a result of a change in the rating
      system of Moody’s or S&P), such change shall be effective as of the date on
      which it is first announced by the applicable rating agency, irrespective of
      when notice of such change shall have been furnished by the Borrowers to the
      Administrative Agent and the Lenders pursuant to Section 5.01 or otherwise.
      Each
      change in the Applicable Rate shall apply during the period commencing on the
      effective date of such change and ending on the date immediately preceding
      the
      effective date of the next such change. If the rating system of Moody’s or
      S&P shall change, or if either such rating agency shall cease to be in the
      business of rating corporate debt obligations, the Borrowers and the Lenders
      shall negotiate in good faith to amend this definition to reflect such changed
      rating system or the unavailability of ratings from such rating agency and,
      pending the effectiveness of any such amendment, the Applicable Rate shall
      be
      determined by reference to the Credit Rating most recently in effect prior
      to
      such change or cessation.

     

    “Assigned
      Agreements”
means
      the Contract of Work and the Concentrate Sales Agreements.

     

    “Assignment
      and Assumption”
means
      an assignment and assumption entered into by a Lender and an assignee (with
      the
      consent of any party whose consent is required by Section 10.04), and
      accepted by the Administrative Agent, in the form of Exhibit A attached
      hereto or any other form approved by the Administrative Agent.

     

    “Atlantic
      Copper”
means
      Atlantic Copper, S.A., a Wholly Owned Subsidiary of FCX organized under the
      laws
      of Spain.

     

    “Atlantic
      Copper Facility”
means
      that certain Third Amended and Restated Term Loan and Working Capital Agreement,
      as amended from time to time, among Atlantic Copper, S.A., the lenders party
      thereto, Barclays Capital, as Arranger and Barclays Bank PLC, as
      agent.

     

    “Attributable
      Debt”
means,
      on any date, in respect of any lease of either Borrower or any Restricted
      Subsidiary entered into as part of an Infrastructure Financing or a sale and
      leaseback transaction subject to Section 6.06, (i) if such lease is a
      Capital Lease Obligation, the capitalized amount thereof that would appear
      on a
      balance sheet of such Person prepared as of such date in accordance with GAAP
      and (ii) if such lease is not a Capital Lease Obligation, the capitalized
      amount of the remaining lease payments under such lease that would appear on
      a
      balance sheet of such Person prepared as of such date in accordance with GAAP
      if
      such lease were accounted for as a Capital Lease Obligation.

     

    “Availability
      Period”
means
      the period from and including the Initial Borrowing Availability Date to but
      excluding the earlier of the Maturity Date and the date of termination of the
      Commitments.

     

    “Block
      A”
means
      Contract Area Block A, as defined in the Contract of Work.

     

    “Block A
      Base Production”
means
      the scheduled production of FI Product from Block A for any given year as shown
      on the Product Schedule appearing as Annex A to the Participation Agreement,
      as
      in effect on the date hereof, subject however to adjustment from time to time
      pursuant to clause 16.4.2 of the Participation Agreement, as in effect on
      the date hereof.

     

    “Block
      A Operations and Assets”
means
      the existing and future mining, concentration, processing, transportation,
      delivery and related operations (and assets used in connection therewith) in
      respect of FI Product obtained or provided from Block A.

     

    “Block
      B Assets”
means
      assets now owned or hereafter acquired and utilized in connection with the
      development and exploitation of Contract Area Block B (as defined in the
      Contract of Work), including with respect to mining, concentrating, processing,
      transportation, delivery and related operations (and assets used in connection
      therewith) in respect of FI Product obtained or provided from Contract Area
      Block B, but such term shall not in any event include Block A Operations and
      Assets.

     

    “Block
      B Conditions”
means,
      with respect to Block B Debt or Block B Projects including, but not limited
      to, transfers or dispositions of Block B Assets or Liens on Block B Assets
      relating thereto, the following conditions:

     

    (X) any
      such Block B Debt is Non-Recourse Indebtedness to PTFI, FCX and the
      Restricted Subsidiaries except as to the Block B Assets (and income relating
      thereto); and

     

    (Y)
      any
      Block B Project relating to any such Block B Assets or Block B
      Debt shall not (1) make use of any assets that constitute ore that were
      originally extracted from or located in Block A or (2) unless the Required
      Lenders otherwise consent in writing, make any other use of the Block A
      Operations and Assets; provided,
      however
      that
      such Lender consent shall not be required with respect to any such use of
      Block A Operations and Assets relating solely to (i) shipping,
      (ii) storage or warehouse facilities that are not used for storage of FI
      Product, (iii) emergency-related uses, (iv) the administration or
      management of Block A or (v) infrastructure projects involving
      Block A, which use, either in cases requiring the consent of the Required
      Lenders or in cases involving clauses (i) through (v) above, has been
      approved in writing by the Administrative Agent as not, in the sole discretion
      of the Administrative Agent, impairing or adversely affecting the FI Collateral
      and Rights relating to the Block A Operations and Assets (and in cases
      requiring the consent of the Required Lenders or in cases involving
      clauses (i) through (v) above, the Administrative Agent shall
      have received an opinion of counsel to PTFI reasonably satisfactory to the
      Administrative Agent to such effect and as to the non-recourse nature of the
      Block B Debt); provided
      further,
      that
      (x) temporary, de minimis usage of Block A Operations and Assets that would
      not in any way adversely affect the development, exploitation or operations
      relating to Block A Operations and Assets or the FI Collateral and Rights and
      (y) usage of Block A Operations and Assets that are not, and could not
      reasonably be expected to be, required for Block A Base Production, shall
      be permitted without the approval of the Administrative Agent or the Lenders.
      Notwithstanding the foregoing, it is understood that any usage by the Borrowers
      and any Restricted Subsidiary of non-mining assets in connection with any Block
      B Project shall be permissible without the consent of the Administrative Agent
      or the Lenders so long as such usage would not in any way adversely affect
      scheduled Block A Base Production or the FI Collateral and Rights and so long
      as
      such Borrower or such Restricted Subsidiary has reasonably determined that
      such
      usage is in its best interest.

     

    “Block
      B Debt”
means
      debt incurred for the purpose of developing or exploiting Contract Area
      Block B or acquiring or financing Block B Assets.

     

    “Block
      B Project”
means
      any project or transaction, including but not limited to any joint venture,
      investment, sale, transfer or leasing of assets, sale leaseback transaction
      or
      financing, which involves the development or exploitation of Contract Area
      Block
      B or the acquisition, financing or disposition of Block B Assets, and shall
      include all contracts and agreements relating to any such project or
      transaction.

     

    “Board”
means
      the Board of Governors of the Federal Reserve System of the United States of
      America.

     

    “Borrower”
means
      FCX and/or PTFI, as applicable.

     

    “Borrowing”
means
      Loans of the same Type, made, converted or continued on the same date and,
      in
      the case of Eurodollar Loans, as to which a single Interest Period is in
      effect.

     

    “Borrowing
      Request”
means
      a
      request by the Borrower for a Borrowing in accordance with
      Section 2.03.

     

    “Business
      Day”
means
      any day that is not a Saturday, Sunday or other day on which commercial banks
      in
      New York City are authorized or required by law to remain closed; provided
      that,
      when used in connection with a Eurodollar Loan, the term “Business Day” shall
      also exclude any day on which banks are not open for dealings in dollar deposits
      in the London interbank market.

     

    “Capital
      Expenditures”
means,
      for any period, (a) the additions to property, plant and equipment and
      other capital expenditures of each Borrower and its Restricted Subsidiaries
      that
      are (or would be) set forth in a consolidated statement of cash flows of such
      Borrower for such period prepared in accordance with GAAP and (b) that
      portion of principal payments on Capital Lease Obligations made by the Borrowers
      and the Restricted Subsidiaries during such period that are attributable to
      additions to property, plant and equipment and that have not otherwise been
      reflected on the consolidated statement of cash flows as capital
      expenditures.

     

    “Capital
      Lease Obligations”
of
      any
      Person means the obligations of such Person to pay rent or other amounts under
      any lease of (or other arrangement conveying the right to use) real or personal
      property, or a combination thereof, which obligations are required to be
      classified and accounted for as capital leases on a balance sheet of such Person
      under GAAP, and the amount of such obligations shall be the capitalized amount
      thereof determined in accordance with GAAP.

     

    “Caterpillar”
means
      PT Caterpillar Finance Indonesia, a limited liability company established under
      the laws of Indonesia.

     

    “Caterpillar
      Assets”
means
      assets leased to PTFI on the Effective Date under the Caterpillar
      Lease.

     

    “Caterpillar
      Documents”
means
      the documentation governing the Caterpillar Transaction, as in effect on the
      Effective Date and as amended from time to time as permitted by Section
      6.11.

     

    “Caterpillar
      Lease”
means
      the Master Lease Agreement dated as of August 27, 2002 between Caterpillar
      and
      PTFI.

     

    “Caterpillar
      Obligations”
means
      the obligations of PTFI to Caterpillar under the Caterpillar Lease outstanding
      on the Effective Date and set forth in Schedule 6.01, substantially on the
      terms set forth in the Caterpillar Documents (the “Caterpillar
      Transaction”).

     

    “Caterpillar
      Transaction”
has
      the
      meaning assigned to such term in the definition of “Caterpillar
      Obligations”.

     

    “Change
      in Control”
means
      (a) the failure of FCX to own, either directly or through its wholly owned
      Subsidiaries, Equity Interests in PTFI representing at least 80% of the
      aggregate ordinary voting power attributable to all of the issued and
      outstanding Equity Interests of PTFI; (b) the acquisition of ownership,
      directly or indirectly, beneficially or of record, by any Person or group
      (within the meaning of the Securities Exchange Act of 1934 and the rules of
      the
      Securities and Exchange Commission thereunder as in effect on the date hereof)
      of Equity Interests representing more than 30% of the aggregate ordinary voting
      power represented by the issued and outstanding Equity Interests in FCX;
      (c) occupation of a majority of the seats (other than vacant seats) on the
      board of directors of FCX by Persons who were not (i) members of the board
      of
      directors of FCX on the Effective Date or (ii) appointed as, or nominated
      for election as, directors by a majority of directors referred to in clause
      (i)
      above; or (d) the occurrence of any “Change of Control” or “Change in
      Control” as defined in any indenture or other governing agreement relating to
      the Convertible Notes or any other Material Indebtedness of FCX or
      PTFI.

     

    “Change
      in Law”
means
      (a) the adoption of any law, rule or regulation after the date of this
      Agreement, (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority after the
      date of this Agreement or (c) compliance by any Lender or the Issuing Bank
      (or, for purposes of Section 2.14(b), by any lending office of such Lender
      or by such Lender’s or the Issuing Bank’s holding company, if any) with any
      request, guideline or directive (whether or not having the force of law) of
      any
      Governmental Authority made or issued after the date of this
      Agreement.

     

    “Code”
means
      the United States Internal Revenue Code of 1986, as amended from time to
      time.

     

    “Collateral”
means
      any and all “Collateral”, as defined in any applicable Security Document, or any
      asset or right in which a Lien is granted in favor of the Security Agent or
      the
      FI Trustee pursuant to any Security Document (it being understood that the
      terms
      of any such Security Document may limit the Obligations secured by certain
      Collateral).

     

    “Collateral
      and Guarantee Requirement”
means
      the requirement that:

     

    (a)
      the
      Administrative Agent shall have received from each Borrower a counterpart
      of each Security Document to which such Borrower is a party duly executed and
      delivered on behalf of such Borrower;

     

    (b)
      the
      Pledged PTFI Shares and, prior to any merger of PTFI into PTII, the Pledged
      PTII
      Shares shall have been pledged pursuant to the FCX Pledge Agreements and the
      Security Agent shall have received (i) a copy of the relevant page(s) of the
      share register book of PTFI, certified as true and complete by an authorized
      officer of PTFI, reflecting the recordation made pursuant to the Articles of
      Association of PTFI of the pledge by FCX of the Pledged PTFI Shares under the
      Second Amended and Restated FCX Pledge Agreement (PTFI Shares), (ii) a copy
      of
      the relevant page(s) of the share register book of PTII, certified as true
      and
      complete by an authorized officer of PTII, reflecting the recordation made
      pursuant to the Articles of Association of PTII of the pledge by FCX of the
      Pledged PTII Shares under the Second Amended and Restated FCX Pledge Agreement
      (PTII Shares), and (iii) certificates or other instruments representing the
      Pledged PTFI Shares and the Pledged PTII Shares;

     

    (c)
      all
      Indebtedness of each Borrower and each Restricted Subsidiary that is owing
      to
      either Borrower (including all Mirror Notes) shall have been pledged pursuant
      to
      the Second Amended and Restated FCX Pledge Agreement (Indebtedness), the Third
      Amended and Restated Lender Fiduciary Assignment, and/or the Lender Security
      Agreement Third Amendment, as applicable, and the Security Agent shall have
      received all promissory notes evidencing any such pledged indebtedness, together
      with (i) notification to the obligors of such indebtedness of such pledge and
      (ii) instruments of transfer with respect to such promissory notes endorsed
      in
      blank;

     

    (d)
      all
      documents and instruments, including Uniform Commercial Code financing
      statements and Indonesian security register filings, required by law or
      reasonably requested by the Security Agent to be filed, registered or recorded
      to create the Liens intended to be created by the Security Documents and perfect
      such Liens to the extent required by, and with the priority required by, the
      Security Documents, shall have been filed, registered or recorded or delivered
      to the Security Agent for filing, registration or recording;

     

    (e)
      each
      Restricted Subsidiary shall have executed and delivered to the Administrative
      Agent a counterpart of a Subsidiary Guarantee Agreement; and

     

    (f)
      each
      Borrower shall have obtained all consents and approvals required to be obtained
      by it in connection with the execution and delivery of all Security Documents
      and FI Security Documents Amendments to which it is a party, the performance
      of
      its obligations thereunder and the granting by it of the Liens
      thereunder.

     

    “Combined
      Cash Balances”
means,
      on any date, the aggregate amount of cash and marketable debt securities in
      the
      form of Permitted Investments owned on such date by FCX, PTFI and any Subsidiary
      Guarantor, excluding, however, all cash and marketable debt securities subject
      to agreements, Liens (except for Liens for the benefit of the Secured Parties)
      or other arrangements that restrict the use of such cash or marketable
      securities in the business of FCX and the Restricted Subsidiaries.

     

    “Commitment”
means,
      with respect to each Lender, the commitment of such Lender to make Loans and
      acquire participations in Letters of Credit hereunder, expressed as an amount
      representing the maximum aggregate amount of such Lender’s Exposure hereunder,
      as such commitment may be (a) reduced or increased from time to time pursuant
      to
      Section 2.07 and (b) reduced or increased from time to time pursuant to
      assignments by or to such Lender pursuant to Section 10.04. The initial amount
      of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment
      and Assumption or Accession Agreement pursuant to which such Lender shall have
      assumed its Commitment, as applicable. The initial aggregate amount of the
      Lenders’ Commitments is $465,000,000.

     

    “Commitment
      Increase”
has
      the
      meaning assigned to such term in paragraph (d) of Section 2.07.

     

    “Concentrate
      Sales Agreements”
means
      all contracts and agreements with respect to the sale or disposition of ores
      or
      minerals produced by the mining, concentrating and related operations conducted
      by PTFI pursuant to the Contract of Work.

     

    “Confidential
      Information Materials”
means
      the confidential information materials dated May 2006 relating to the Borrowers
      and the Transactions.

     

    “Consolidated
      Cash Interest Expense”
means,
      for any period, the excess of (a) the sum of (i) the interest expense
      (including imputed interest expense in respect of Capital Lease Obligations)
      of
      FCX and the Restricted Subsidiaries for such period, determined on a
      consolidated basis in accordance with GAAP, (ii) any interest accrued
      during such period in respect of Indebtedness of FCX or any Restricted
      Subsidiary that is required to be capitalized rather than included in
      consolidated interest expense for such period in accordance with GAAP, and
      (iii) any cash payments made during such period in respect of obligations
      referred to in clause (b)(iii) below that were amortized or accrued in a
      previous period, minus
      (b) the sum of (i) interest income of FCX and the Restricted
      Subsidiaries for such period, determined on a consolidated basis in accordance
      with GAAP, (ii) to the extent included in such consolidated interest
      expense for such period, non-cash amounts attributable to amortization of
      financing costs paid in a previous period, (iii) to the extent included in
      such consolidated interest expense for such period, non-cash amounts
      attributable to amortization of debt discounts or accrued interest payable
      in
      kind for such period, and (iv) to the extent included in such consolidated
      interest expense for such period, dividends paid in respect of preferred stock
      (other than any trust preferred stock).

     

    “Consolidated
      EBITDA”
means,
      for any period, Consolidated Net Income for such period plus (a) without
      duplication and to the extent deducted in determining such Consolidated Net
      Income, the sum of (i) consolidated interest expense for such period,
      (ii) consolidated income tax expense for such period, (iii) all
      amounts attributable to depreciation and amortization for such period and
      (iv) any extraordinary charges or significant nonrecurring non-cash charges
      or non-cash charges resulting from requirements to mark-to-market derivative
      obligations (including commodity-linked securities) for such period (provided
      that any cash payment made with respect to any such non-cash charge shall be
      subtracted in computing Consolidated EBITDA for the period in which such cash
      payment is made), and minus
      (b) without duplication and to the extent included in determining such
      Consolidated Net Income, any extraordinary gains or non-cash gains for such
      period, all determined on a consolidated basis in accordance with
      GAAP.

     

    “Consolidated
      Net Income”
means,
      for any period, the net income or loss of FCX and the Restricted Subsidiaries
      for such period determined on a consolidated basis in accordance with GAAP
      (computed, however, without deduction for minority interests in the net income
      or loss of PTFI); provided
      that
      there shall be excluded (a) the income of any Person (other than FCX and
      PTFI) in which any other Person (other than FCX or any Restricted Subsidiary
      or
      any director holding qualifying shares in compliance with applicable law) owns
      an Equity Interest, except to the extent of the amount of dividends or other
      distributions actually paid to FCX or PTFI, as applicable, or any of the
      Restricted Subsidiaries during such period, and (b) the income or loss of
      any Person accrued prior to the date it becomes a Restricted Subsidiary or
      is
      merged into or consolidated with FCX or any Restricted Subsidiary or the date
      that such Person’s assets are acquired by FCX or any Restricted
      Subsidiary.

     

    “Contract
      of Work”
means
      the Contract of Work made December 30, 1991, between the Ministry of Mines
      of the Government of the Republic of Indonesia, acting for and on behalf of
      the
      Government of the Republic of Indonesia, and PTFI, together with any related
      implementation agreement or Memorandum of Understanding with such Ministry
      of
      Mines acting on behalf of the Government of the Republic of Indonesia, after
      giving effect to the PT-Rio Tinto Indonesia COW Assignment.

     

    “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto.

     

    “Convertible
      Notes”
means
      the 7.00% Convertible Senior Notes due 2011 of FCX in an aggregate principal
      amount outstanding on the date hereof of $307,663,000.

     

    “Credit
      Rating”
means
      a
      rating assigned by S&P or Moody’s to the corporate credit of
      FCX.

     

    “Default”
means
      any event or condition which constitutes an Event of Default or which upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.

     

    “Disclosed
      Matters”
means
      the actions, suits and proceedings and the environmental matters disclosed
      in
      Schedule 1.01A.

     

    “dollars”
or
      “$”
refers
      to lawful money of the United States of America.

     

    “Eastern
      Minerals”
means
      PT Irja Eastern Minerals, an Indonesian corporation which, on the Effective
      Date, is a 90% indirectly owned Subsidiary of FCX (with the remaining 10% owned
      by PTII).

     

    “Effective
      Date”
means
      the date on which the conditions specified in Section 4.01 are satisfied
      (or waived in accordance with Section 10.02).

     

    “Environmental
      Laws”
means
      all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
      injunctions, notices or binding agreements issued, promulgated or entered into
      by any Governmental Authority, relating in any way to the environment,
      preservation or reclamation of natural resources, the management, release or
      threatened release of any Hazardous Material or to health and safety
      matters.

     

    “Environmental
      Liability”
means
      any liability, contingent or otherwise (including any liability for damages,
      costs of environmental remediation, fines, penalties or indemnities), of either
      Borrower or any Subsidiary directly or indirectly resulting from or based upon
      (a) violation of any Environmental Law, (b) the generation, use,
      handling, transportation, storage, treatment or disposal of any Hazardous
      Materials, (c) exposure to any Hazardous Materials, (d) the release or
      threatened release of any Hazardous Materials into the environment or
      (e) any contract, agreement or other consensual arrangement pursuant to
      which liability is assumed or imposed with respect to any of the
      foregoing.

     

    “Equity
      Interests”
means
      shares of capital stock, partnership interests, membership interests in a
      limited liability company, beneficial interests in a trust or other equity
      ownership interests in a Person, and any warrants, options or other rights
      entitling the holder thereof to purchase or acquire any such equity
      interest.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) that, together with either
      Borrower, is treated as a single employer under Section 414(b) or
      (c) of the Code or, solely for purposes of Section 302 of ERISA and
      Section 412 of the Code, is treated as a single employer under
      Section 414 of the Code.

     

    “ERISA
      Event”
means
      (a) any “reportable event”, as defined in Section 4043 of ERISA or the
      regulations issued thereunder with respect to a Plan (other than an event for
      which the 30-day notice period is waived); (b) the existence with respect
      to any Plan of an “accumulated funding deficiency” (as defined in
      Section 412 of the Code or Section 302 of ERISA), whether or not
      waived; (c) the filing pursuant to Section 412(d) of the Code or
      Section 303(d) of ERISA of an application for a waiver of the minimum
      funding standard with respect to any Plan; (d) the incurrence by either
      Borrower or any of its ERISA Affiliates of any liability under Title IV of
      ERISA with respect to the termination of any Plan; (e) the receipt by
      either Borrower or any ERISA Affiliate from the PBGC or a plan administrator
      of
      any notice relating to an intention to terminate any Plan or Plans or to appoint
      a trustee to administer any Plan; (f) the incurrence by the Borrower or any
      of its ERISA Affiliates of any liability with respect to the withdrawal or
      partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt
      by either Borrower or any ERISA Affiliate of any notice, or the receipt by
      any
      Multiemployer Plan from either Borrower or any ERISA Affiliate of any notice,
      concerning the imposition of Withdrawal Liability or a determination that a
      Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
      within the meaning of Title IV of ERISA.

     

    “ERM
      Report”
means
      the Review of the Freeport McMoRan Copper and Gold Operation in Irian Jaya,
      Indonesia Report dated as of June 17, 2006 prepared by Environmental Resources
      Management.

     

    “Eurodollar”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the LIBO Rate.

     

    “Eurodollar
      Reserve Requirement”
means,
      with respect to Eurodollar Loans, the aggregate of the maximum reserve
      percentages (including any marginal, special, emergency or supplemental
      reserves) expressed as a decimal established by the Board or any other banking
      authority to which any Lender is subject for eurocurrency funding (currently
      referred to as “Eurocurrency Liabilities” in Regulation D of the Board).
      Such reserve percentages shall include those imposed pursuant to such
      Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
      funding and to be subject to such reserve requirements without benefit of or
      credit for proration, exemptions or offsets that may be available from time
      to
      time to any Lender under such Regulation D or any comparable regulation.
      The Eurodollar Reserve Requirement shall be adjusted automatically on and as
      of
      the effective date of any change in any reserve percentage.

     

    “Event
      of Default”
has
      the
      meaning assigned to such term in Article VII.

     

    “Excluded
      Taxes”
means,
      with respect to the Administrative Agent, any Lender, the Issuing Bank or any
      other recipient of any payment to be made by or on account of any obligation
      of
      either Borrower hereunder, (a) income or franchise taxes imposed on (or
      measured by) its net income by the United States of America, or by the
      jurisdiction under the laws of which such recipient is organized or in which
      its
      principal office is located or, in the case of any Lender, in which its
      applicable lending office is located, (b) any branch profits taxes imposed
      by the United States of America or any similar tax imposed by any other
      jurisdiction described in clause (a) above and (c) in the case of a
      Foreign Lender (other than an assignee pursuant to a request by either Borrower
      under Section 2.18(b)), any withholding tax that (i) is in effect and would
      apply to amounts payable to such Foreign Lender at the time such Foreign Lender
      becomes a party to this Agreement (which, in the case of any Foreign Lender
      that
      was a party to the Existing Credit Agreement, shall be deemed to be the time
      such Foreign Lender became a party to the Existing Credit Agreement) (or
      designates a new lending office), except to the extent that such Foreign Lender
      (or its assignor, if any) was entitled, at the time of designation of a new
      lending office (or assignment), to receive additional amounts from either
      Borrower with respect to any withholding tax pursuant to Section 2.16(a) or
      (ii) is attributable to such Foreign Lender’s failure to comply with
      Section 2.16(e).

     

    “Existing
      Credit Agreement”
means
      the Amended and Restated Credit Agreement dated as of September 30, 2003, among
      FCX, PTFI, the lenders party thereto, JPMorgan Chase Bank, as administrative
      agent, issuing bank, security agent, JAA security agent and documentation agent
      and U.S. Bank Trust National Association, as FI trustee, which amended and
      restated the Amended and Restated Credit Agreement dated as of October 19,
      2001,
      which amended and restated both the Credit Agreement originally dated as of
      October 27, 1989 and amended and restated as of June 1, 1993 and the Credit
      Agreement originally dated as of June 30, 1995.

     

    “Existing
      Letters of Credit”
means
      the existing letters of credit listed on Schedule 1.01B.

     

    “Existing
      Subsidiary Guarantee Agreement”
means
      (i) the Indonesian Subsidiary Guarantee Agreement dated as of November 11,
      2003,
      among the subsidiary guarantors named therein and JPMorgan Chase Bank, as
      security agent, and (ii) the Subsidiary Guarantee Agreement dated as of November
      11, 2003, among the subsidiary guarantors named therein and JPMorgan Chase
      Bank,
      as security agent.

     

    “Exploration
      Subsidiary”
means
      Eastern Minerals and any other Subsidiary that is engaged solely in the business
      of exploration and does not own any assets necessary or used in connection
      with
      Block A Base Production.

     

    “Exposure”
means,
      with respect to any Lender at any time, the sum of the outstanding principal
      amount of such Lender’s Loans and LC Exposure at such time.

     

    “FCX
      Assisted PTFI Sale”
means
      a
      Qualifying PTFI Sale Transaction in which the purchaser is not an Affiliate
      of
      the Borrowers (i) which is made for fair market value and for consideration
      consisting solely of cash received upon consummation of such sale and (ii)
      in
      respect of which FCX and/or PTFI may, at its option, provide an unsecured
      Guarantee in accordance with the provisions of Section 6.01(a)(xii) in favor
      of
      any lenders providing debt financing to the purchaser in an aggregate amount
      not
      in excess of the amount of such cash consideration.

     

    “FCX
      Pledge Agreements”
means
      the Second Amended and Restated FCX Pledge Agreement (Indebtedness), the Second
      Amended and Restated FCX Pledge Agreement (PTFI Shares) and the Second Amended
      and Restated FCX Pledge Agreement (PTII Shares).

     

    “Federal
      Funds Effective Rate”
means,
      for any day, the weighted average (rounded upwards, if necessary, to the next
      1/100 of 1%) of the rates on overnight Federal funds transactions with members
      of the Federal Reserve System arranged by Federal funds brokers, as published
      on
      the next succeeding Business Day by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day that is a Business Day, the
      average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
      quotations for such day for such transactions received by the Administrative
      Agent from three Federal funds brokers of recognized standing selected by
      it.

     

    “FI
      Collateral and Rights”
has
      the
      meaning assigned to such term in Section 6.16.

     

    “FI
      Creditors”
means
      the “FI Creditors”, as defined in the FI Trust Agreement and shall include the
      Lenders and the other holders of the Obligations identified in the FI Trust
      Agreement Financing Annex.

     

    “FI
      Intercreditor Agreement”
means
      the Intercreditor Agreement entered dated as of October 11, 1996 among RTZ,
      PT-Rio Tinto Indonesia, RTZIF and certain secured creditors of
      PTFI.

     

    “FI
      Intercreditor Agreement Creditor Annex”
means
      a
“Creditor Annex”, as defined in the FI Intercreditor Agreement, in form and
      substance satisfactory to the Administrative Agent, to be filed with the FI
      Trustee for purposes of identifying the holders of the Obligations as FI
      Creditors thereunder.

     

    “FI
      Product”
means
      ores or minerals produced by the FI Project or otherwise obtained from the
      Mining Area (as defined in the Contract of Work) and any kinds of products,
      including, without limitation, concentrates, produced from such ores or
      minerals.

     

    “FI
      Project”
means
      the mining, concentrating and related operations conducted or to be conducted
      by
      PTFI in Irian Jaya, Indonesia, pursuant to the Contract of Work.

     

    “FI
      Security Agent”
means
      U.S. Bank National Association or any successor, not in its individual capacity,
      but as FI Security Agent for the Secured Parties under the Third Amended and
      Restated Fiduciary Assignment.

     

    “FI
      Security Documents”
means
      the FI Trust Agreement, the FI Trust Agreement Financing Annexes, the Operator
      Replacement Agreement, the Third Amended and Restated Surat Kuasa, the Third
      Amended and Restated Fiduciary Transfer, the Third Amended and Restated
      Fiduciary Assignment, the Lender Security Agreement, the Lender Security
      Agreement Amendments, the Third Amended and Restated Lender Surat Kuasa, the
      Third Amended and Restated Lender Fiduciary Assignment, the Third Amended and
      Restated JAA Fiduciary Transfer, the FI Intercreditor Agreement, the FI
      Intercreditor Agreement Creditor Annex, the Side Letter, the Side Letter
      Creditor Annex, all Uniform Commercial Code financing statements and all
      Indonesian financing statements or security filings required to be filed
      hereunder or under the FI Security Documents and each other agreement,
      instrument or document pertaining to assets of PTFI executed and delivered
      pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

     

    “FI
      Security Documents Amendments”
means
      the FI Trust Agreement Financing Annexes, the Third Amended and Restated Surat
      Kuasa, the Third Amended and Restated Fiduciary Transfer, the Third Amended
      and
      Restated Fiduciary Assignment, the Lender Security Agreement Third Amendment,
      the Third Amended and Restated Lender Surat Kuasa, the Third Amended and
      Restated Lender Fiduciary Assignment, the Third Amended and Restated JAA
      Fiduciary Transfer, the FI Intercreditor Agreement Creditor Annex and the Side
      Letter Creditor Annex.

     

    “FI
      Trust Agreement”
means
      the Restated Trust Agreement dated as of October 11, 1996, among PTFI, PT-Rio
      Tinto Indonesia, The Chase Manhattan Bank, as the depositary, First Trust of
      New
      York, National Association, as FI trustee and certain other creditors of
      PTFI.

     

    “FI
      Trust Agreement Financing Annexes”
means
      “Creditor Annexes”, as defined in the FI Trust Agreement, in form and substance
      satisfactory to the Administrative Agent, to be filed with the FI Trustee for
      purposes of identifying the holders of the Obligations as FI Creditors
      thereunder.

     

    “FI
      Trustee”
means
      U.S. Bank National Association, or any successor trustee, as trustee for PTFI,
      PT-Rio Tinto Indonesia and the Secured Parties pursuant to the FI Trust
      Agreement and, in such capacity, also as party to the Operator Replacement
      Agreement, and as a party to the Third Amended and Restated Surat Kuasa and
      the
      Third Amended and Restated Fiduciary Assignment.

     

    “Financial
      Covenants”
means
      the covenants set forth in Sections 6.18, 6.19 and 6.20.

     

    “Financial
      Officer”
means
      the chief financial officer, principal accounting officer, treasurer or
      controller of FCX or PTFI, as applicable.

     

    “Foreign
      Lender”
means
      any Lender that is organized under the laws of a jurisdiction other than that
      in
      which either Borrower is located. For purposes of this definition, the United
      States of America, each State thereof and the District of Columbia shall be
      deemed to constitute a single jurisdiction. If a Borrower is located in more
      than one jurisdiction, a lender’s status as a Foreign Lender shall be tested
      separately with respect to each jurisdiction.

     

    “GAAP”
means
      generally accepted accounting principles in the United States of
      America.

     

    “Governmental
      Authority”
means
      the government of the United States of America, any other nation or any
      political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government.

     

    “Guarantee”
of
      or
      by any Person (the “guarantor”)
      means
      any obligation, contingent or otherwise, of the guarantor guaranteeing or having
      the economic effect of guaranteeing any Indebtedness or other obligation of
      any
      other Person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      or
      to purchase (or to advance or supply funds for the purchase of) any security
      for
      the payment thereof, (b) to purchase or lease property, securities or
      services for the purpose of assuring the owner of such Indebtedness or other
      obligation of the payment thereof, (c) to maintain working capital, equity
      capital or any other financial statement condition or liquidity of the primary
      obligor so as to enable the primary obligor to pay such Indebtedness or other
      obligation or (d) as an account party in respect of any letter of credit or
      letter of guaranty issued to support such Indebtedness or obligation;
provided,
      that
      the term Guarantee shall not include endorsements for collection or deposit
      in
      the ordinary course of business.

     

    “Hazardous
      Materials”
means
      all explosive or radioactive substances or wastes and all hazardous or toxic
      substances, wastes or other pollutants, including petroleum or petroleum
      distillates, asbestos or asbestos containing materials, polychlorinated
      biphenyls, radon gas, infectious or medical wastes and all other hazardous
      or
      toxic substances or wastes of any nature regulated pursuant to any Environmental
      Law.

     

    “Hedging
      Agreement”
means
      any interest rate protection agreement, foreign currency exchange agreement,
      commodity price protection agreement or other interest or currency exchange
      rate
      or commodity price hedging arrangement.

     

    “IFC
      Guidelines”
means
      the International Finance Corporation (IFC) Safeguard Policies, summarized
      and
      attached in Annex A to the ERM Report.

     

    “Immaterial
      Subsidiary”
means
      any Subsidiary with assets of less than $1,000,000 and revenues of less than
      $1,000,000 per annum.

     

    “Indebtedness”
of
      any
      Person means, without duplication, (a) all obligations of such Person for
      borrowed money, (b) all obligations of such Person evidenced by bonds,
      debentures, notes or similar instruments, (c) all obligations of such Person
      for
      the unearned balance of any payment received under any contract which is
      outstanding for more than 120 days, (d) all obligations of such Person
      under conditional sale or other title retention agreements relating to property
      acquired by such Person, (e) all obligations of such Person in respect of
      the deferred purchase price of property or services (excluding trade accounts
      payable incurred in the ordinary course of business so long as the same are
      not
      more than 60 days overdue or, if overdue, are being contested in good faith
      by
      appropriate proceedings), (f) all Indebtedness of others secured by (or for
      which the holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any Lien on property owned or acquired by such
      Person, whether or not the Indebtedness secured thereby has been assumed,
      (g) all Guarantees by such Person of Indebtedness of others, (h) all
      Capital Lease Obligations of such Person, (i) all obligations, contingent
      or otherwise, of such Person as an account party (including reimbursement
      obligations to the issuer) in respect of letters of credit and letters of
      guaranty, which support or secure Indebtedness, (j) all non-contingent
      obligations of such Person as an account party (including reimbursement
      obligations to the issuer) in respect of letters of credit and letters of
      guaranty not referred to in clause (i), (k) all obligations in respect of
      prepaid production arrangements, prepaid forward sale arrangements or derivative
      contracts in respect of which such Person receives upfront payments in
      consideration of an obligation to deliver product or commodities (or make cash
      payments based on the value of product or commodities) at a future time, and
      (l) all obligations, contingent or otherwise, of such Person in respect of
      bankers’ acceptances; provided,
      however,
      that no
      series of preferred stock of a Borrower or a Restricted Subsidiary outstanding
      on the Effective Date (or securities of substantially the same type (but which
      do not mature in whole or part, and are not subject to any amortization,
      redemption, repurchase or exchange requirements prior to January 13, 2010)
      issued to refinance such preferred stock) shall in any event be deemed to be
      Indebtedness. The Indebtedness of any Person shall include the Indebtedness
      of
      any other entity (including any partnership in which such Person is a general
      partner) to the extent such Person is liable therefor as a result of such
      Person’s ownership interest in or other relationship with such entity, except to
      the extent the terms of such Indebtedness provide that such Person is not liable
      therefor.

     

    “Indemnified
      Taxes”
means
      Taxes other than Excluded Taxes and other than Indonesian Taxes.

     

    “Indonesian
      Filing Requirements”
means
      (i) the monthly and semiannual foreign exchange transaction activities filing
      requirements under Bank Indonesia Regulation No. 4/2/PBI/2002 as amended by
      Bank
      Indonesia Regulation No. 5/1/PB1/2003 and Circular of Bank Indonesia No.
      5/24/DSM dated October 3, 2003, (ii) the offshore borrowings filing requirements
      with the Bank Indonesia, the Team for the Coordination and Management of
      Offshore Loans, the Republic of Indonesia, and the Ministry of Finance, the
      Republic of Indonesia, including in each case any successors thereto and (iii)
      any additional or subsequent regulations requiring any of the Loan Parties
      to
      submit filings regarding offshore borrowings or foreign exchange transaction
      activities as they may relate to any of the Loan Documents, in each case as
      may
      be amended and in effect from time to time.

     

    “Indonesian
      Taxes”
means
      Taxes imposed, assessed, levied or collected by Indonesia or any political
      subdivision or taxing authority thereof or therein or any association or
      organization of which Indonesia may be a member (but excluding Taxes imposed
      upon the net income of, or any franchise taxes imposed on, the Administrative
      Agent, the FI Trustee, any Lender (or permitted assignee or Participant) or
      the Issuing Bank which, in each case, has its principal office in Indonesia
      or a
      branch office in Indonesia, unless and to the extent attributable to the
      enforcement of any rights hereunder or under any FI Security Document with
      respect to an Event of Default), together with interest thereon and penalties,
      fines and surcharges and other liabilities with respect thereto, if any, on
      or
      in respect of this Agreement, the Loans to PTFI, the Letters of Credit issued
      for the account of PTFI or any other Indonesian Restricted Subsidiary, the
      FI
      Security Documents, the Assigned Agreements or any promissory notes of PTFI
      issued hereunder, the execution, enforcement, registration, recordation,
      notarization or other formalization of any thereof, and any payments of
      principal, interest, charges, fees or other amounts made on, under or in respect
      of any thereof.

     

    “Indonesian
      Power Project”
means
      all of the related and associated assets, properties and rights, now owned
      or
      hereafter acquired by PJP, relating to PTFI’s mining and milling operations and
      infrastructure in Papua, Indonesia.

     

    “Infrastructure
      Assets”
means
      the infrastructure assets utilized by PTFI and owned by one or more joint
      ventures that, on the date hereof, are subject to the Infrastructure Financings,
      and any assets hereafter acquired by such joint ventures which become subject
      to
      the Infrastructure Financings pursuant to the Infrastructure Financing
      Documents.

     

    “Infrastructure
      Financings”
means,
      collectively, the financing arrangements existing on the date hereof with
      respect to certain infrastructure assets utilized by PTFI, including asset
      leasing agreements and guarantees of bank loans extended to joint ventures
      that
      acquired such infrastructure assets. The aggregate amount of Indebtedness and
      Attributable Debt of PTFI, calculated in accordance with GAAP, under the
      Infrastructure Financings on the Effective Date is $210,705,000. Each
      Infrastructure Financing, and the Indebtedness or Attributable Debt relating
      thereto, is described in Schedule 1.01C.

     

    “Infrastructure
      Financing Documents”
means
      each of the operative documents relating to the Infrastructure Financings,
      including asset purchase agreements, lease agreements, joint venture agreements,
      guarantee agreements and participation agreements, to which FCX, PTFI or any
      Restricted Subsidiary is a party. The Infrastructure Financing Documents with
      respect to each Infrastructure Financing in effect on the Effective Date are
      listed in Schedule 1.01C.

     

    “Initial
      Borrowing Availability Date”
means
      the date on which the conditions specified in Section 4.02 are satisfied (or
      waived in accordance with Section 10.02).

     

    “Interest
      Election Request”
means
      a
      request by either Borrower to convert or continue a Borrowing in accordance
      with
      Section 2.06.

     

    “Interest
      Payment Date”
means
      (a) with respect to any ABR Loan, the last day of each March, June,
      September and December and (b) with respect to any Eurodollar Loan, the
      last day of the Interest Period applicable to the Borrowing of which such Loan
      is a part and, in the case of a Eurodollar Borrowing with an Interest Period
      of
      more than three months’ duration, each day prior to the last day of such
      Interest Period that occurs at intervals of three months’ duration after the
      first day of such Interest Period.

     

    “Interest
      Period”
      means, with respect to any Eurodollar Borrowing, the period commencing on
      the date of such Borrowing and ending on the numerically corresponding day
      in
      the calendar month that is one, two, three or six months thereafter, as
      either Borrower may elect; provided,
      that
      (a) if any Interest Period would end on a day other than a Business Day,
      such Interest Period shall be extended to the next succeeding Business Day
      unless such next succeeding Business Day would fall in the next calendar month,
      in which case such Interest Period shall end on the next preceding Business
      Day
      and (b) any Interest Period that commences on the last Business Day of a
      calendar month (or on a day for which there is no numerically corresponding
      day
      in the last calendar month of such Interest Period) shall end on the last
      Business Day of the last calendar month of such Interest Period. For purposes
      hereof, the date of a Borrowing initially shall be the date on which such
      Borrowing is made and thereafter shall be the effective date of the most recent
      conversion or continuation of such Borrowing.

     

    “Investment”
means
      purchasing, holding or acquiring (including pursuant to any merger with any
      Person that was not a Wholly Owned Subsidiary prior to such merger) any Equity
      Interests, evidences of indebtedness or other securities (including any option,
      warrant or other right to acquire any of the foregoing) of, or making or
      permitting to exist any capital contribution or loans or advances to,
      guaranteeing any obligations of, or making or permitting to exist any investment
      in, any other Person, or purchasing or otherwise acquiring (in one transaction
      or a series of transactions) any assets of any Person constituting a business
      unit. The amount, as of any date of determination, of any Investment shall
      be
      the original cost of such Investment (including any Indebtedness of a Person
      existing at the time such Person becomes a Subsidiary in connection with any
      Investment and any Indebtedness assumed in connection with any acquisition
      of
      assets), plus
      the cost
      of all additions, as of such date, thereto and minus
      the
      amount, as of such date, of any portion of such Investment repaid to the
      investor in cash as a repayment of principal or a return of capital, as the
      case
      may be, but without any other adjustments for increases or decreases in value,
      or write-ups, write-downs or write-offs with respect to such Investment. In
      determining the amount of any Investment involving a transfer of any property
      other than cash, such property shall be valued at its fair market value at
      the
      time of such transfer.

     

    “Issuing
      Bank”
means
      JPMCB, in its capacity as the issuer of Letters of Credit hereunder, and its
      successors in such capacity as provided in Section 2.05(i). The Issuing Bank
      may, in its discretion, arrange for one or more Letters of Credit to be issued
      by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall
      include any such Affiliate with respect to Letters of Credit issued by such
      Affiliate.

     

    “JAA
      Security Agent”
means
      JPMCB, not in its individual capacity, but as JAA Security Agent for the Lenders
      and RTZ-IIL under the Second Amended and Restated JAA Fiduciary Transfer and
      the
      Third Amended and Restated JAA Fiduciary Transfer. 

     

    “Joint
      Account Assets”
has
      the
      meaning assigned to such term in the Participation Agreement.

     

    “LC
      Disbursement”
means
      a
      payment made by the Issuing Bank pursuant to a Letter of Credit.

     

    “LC
      Exposure”
means,
      at any time, the sum of (a) the aggregate undrawn amount of all outstanding
      Letters of Credit at such time plus (b) the aggregate amount of all LC
      Disbursements that have not yet been reimbursed by or on behalf of the Borrowers
      at such time. The LC Exposure of any Lender at any time shall be its Applicable
      Percentage of the total LC Exposure at such time.

     

    “Lender
      Affiliate”
means
      (a) with respect to any Lender, (i) an Affiliate of such Lender or
      (ii) any entity (whether a corporation, partnership, trust or otherwise)
      that is engaged in making, purchasing, holding or otherwise investing in bank
      loans and similar extensions of credit in the ordinary course of its business
      and is administered or managed by a Lender or an Affiliate of such Lender and
      (b) with respect to any Lender that is a fund which invests in bank loans
      and similar extensions of credit, any other fund that invests in bank loans
      and
      similar extensions of credit and is managed by the same investment advisor
      as
      such Lender or by an Affiliate of such investment advisor.

     

    “Lender
      Security Agreement”
means
      the Bank Security Agreement dated as of October 11, 1996 between PTFI, First
      Trust of New York, National Association, as trustee and The Chase Manhattan
      Bank, as security agent pursuant to which PTFI granted a security interest
      in
      the Collateral (as defined therein) for the ratable benefit of the holders
      of
      the Obligations.

     

    “Lender
      Security Agreement Amendments”
means
      the Lender Security Agreement First Amendment, the Lender Security Agreement
      Second Amendment and the Lender Security Agreement Third Amendment.

     

    “Lender
      Security Agreement First Amendment”
means
      the Amendment to the Lender Security Agreement dated as of October 19,
      2001.

     

    “Lender
      Security Agreement Second Amendment”
means
      the Second Amendment to the Lender Security Agreement dated as of November
      11,
      2003.

     

    “Lender
      Security Agreement Third Amendment”
means
      a
      third amendment to the Lender Security Agreement containing such modifications
      to the Lender Security Agreement as may be necessary to reflect the amendment
      and restatement of the Existing Credit Agreement in the form of this Agreement
      and in form and substance satisfactory to the Administrative Agent and the
      Required Lenders.

     

    “Lender
      Security Documents”
means
      the Lender Security Agreement, the Lender Security Agreement Amendments, the
      Third Amended and Restated Lender Surat Kuasa, the Third Amended and Restated
      Fiduciary Transfer and the Third Amended and Restated Lender Fiduciary
      Assignment.

     

    “Lenders”
means
      the Persons listed on Schedule 2.01 and any other Person that shall have
      become a lender hereunder pursuant to an Assignment and Assumption, or pursuant
      to an Accession Agreement entered into under Section 2.07(d), other than any
      person that ceases to be a party hereto pursuant to an Assignment and
      Assumption.

     

    “Letter
      of Credit”
means
      (i) any letter of credit issued pursuant to this Agreement and
      (ii) the Existing Letters of Credit.

     

    “Leverage
      Ratio”
means,
      on any date, the ratio of (a) Total Indebtedness as of such date to
      (b) Consolidated EBITDA for the period of four consecutive fiscal quarters
      of FCX most recently ended on or prior to such date.

     

    “LIBO
      Rate”
means,
      with respect to any Eurodollar Borrowing for any Interest Period, the rate
      appearing on Page 3750 of the Dow Jones Market Service (or on any successor
      or
      substitute page of such Service, or any successor to or substitute for such
      Service, providing rate quotations comparable to those currently provided on
      such page of such Service, as determined by the Administrative Agent from time
      to time for purposes of providing quotations of interest rates applicable to
      dollar deposits in the London interbank market) at approximately 11:00 a.m.,
      London time, two Business Days prior to the commencement of such Interest
      Period, as the rate for dollar deposits with a maturity comparable to such
      Interest Period. In the event that such rate is not available at such time
      for
      any reason, then the “LIBO
      Rate”
with
      respect to such Eurodollar Borrowing for such Interest Period shall be the
      rate
      at which dollar deposits of $5,000,000 and for a maturity comparable to such
      Interest Period are offered by the principal London office of the Administrative
      Agent in immediately available funds in the London interbank market at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period.

     

    “Lien”
means,
      with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
      hypothecation, encumbrance, charge or security interest in, on or of such asset,
      (b) the interest of a vendor or a lessor under any conditional sale
      agreement, capital lease or title retention agreement (or any financing lease
      having substantially the same economic effect as any of the foregoing) relating
      to such asset and (c) in the case of securities, any purchase option, call
      or similar right of a third party with respect to such securities.

     

    “Liquidity”
means,
      on any date, the sum of (i) prior to the Initial Borrowing Availability
      Date, the aggregate amount of Commitments on such date or, after the Initial
      Borrowing Availability Date, the amount of unused Commitments that could be
      utilized on that date to effect Borrowings, and (ii) Combined Cash Balances
      on such date.

     

    “Loan
      Documents”
means
      this Agreement and the Security Documents.

     

    “Loan
      Parties”
means
      FCX, PTFI and each Subsidiary Guarantor.

     

    “Loans”
means
      the loans made by the Lenders to the Borrowers pursuant to this
      Agreement.

     

    “Major
      Concentrate Sales Agreement”
means
      any Concentrate Sales Agreement providing for sales during the term thereof
      of
      at least 75,000 metric tons of concentrate.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the business, operations, prospects or
      condition, financial or otherwise, of either Borrower and its Restricted
      Subsidiaries, taken as a whole, including, without limitation, changes in
      ratings of debt of either Borrower that have a material adverse effect on such
      prospects, (b) the ability of any Loan Party to perform any of its
      obligations under any Loan Document or (c) the rights of or benefits
      available to the Lenders under any Loan Document.

     

    “Material
      Indebtedness”
means
      Indebtedness (other than the Loans and Letters of Credit), or obligations in
      respect of one or more Hedging Agreements, of either or both of the Borrowers
      and/or any Restricted Subsidiary in an aggregate principal amount exceeding
      $10,000,000. For purposes of determining Material Indebtedness, the “principal
      amount” of the obligations of either Borrower or any Restricted Subsidiary in
      respect of any Hedging Agreement at any time shall be the maximum aggregate
      amount (giving effect to any netting agreements) that such Borrower or such
      Restricted Subsidiary would be required to pay if such Hedging Agreement were
      terminated at such time.

     

    “Maturity
      Date”
means
      July 25, 2009.

     

    “Memorandum
      of Understanding”
means
      the Memorandum of Understanding dated as of December 27, 1991, between the
      Ministry of Mines and Energy of the Government of the Republic of Indonesia,
      and
      PTFI as amended, modified or supplemented as permitted hereby from time to
      time.

     

    “Mirror
      Note Securities”
has
      the
      meaning given to such term in the definition of “Mirror Notes”.

     

    “Mirror
      Notes”
means
      any promissory notes or other repayment obligations at any time issued by PTFI
      to FCX (whether before, on or after the Effective Date) in consideration for
      loans or advances made by FCX to PTFI with any Net Proceeds from debt issuances
      or equity issuances of FCX (collectively, “Mirror
      Note Securities”)
      (including, without limitation, in respect of the Convertible Notes and the
      2026
      Senior Notes), payments in respect of which are generally anticipated to provide
      FCX with a portion of the funds required to make payments, when due, of
      interest, dividends, principal or redemption amounts in respect of such Mirror
      Note Securities.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc.

     

    “Multiemployer
      Plan”
means
      a
      multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     

    “Net
      Proceeds”
means,
      with respect to any event (a) the cash proceeds received in respect of such
      event including (i) any cash received in respect of any non-cash proceeds,
      but only as and when received, (ii) in the case of a casualty, insurance
      proceeds, and (iii) in the case of a condemnation or similar event,
      condemnation awards and similar payments, net of (b) the sum of
      (i) all reasonable fees and out-of-pocket expenses paid by either Borrower
      or any Restricted Subsidiary to Third Parties (other than Affiliates) in
      connection with such event, (ii) in the case of a sale, transfer or other
      disposition of an asset (including pursuant to a sale and leaseback transaction
      or a casualty or a condemnation or similar proceeding), the amount of all
      payments required to be made by either Borrower or any Restricted Subsidiary
      as
      a result of such event to repay Indebtedness (other than Loans) secured by
      such
      asset or otherwise subject to mandatory prepayment as a result of such event,
      and (iii) the amount of all taxes paid (or reasonably estimated to be
      payable) by the Borrowers and the Restricted Subsidiaries, and the amount of
      any
      reserves established by the Borrower and the Restricted Subsidiaries to fund
      contingent liabilities reasonably estimated to be payable, in each case during
      the year that such event occurred or the next succeeding year and that are
      directly attributable to such event (as determined reasonably and in good faith
      by the chief financial officer of the applicable Borrower).

     

    “Non-Recourse
      Indebtedness”
means,
      with respect to any Person and its assets, Indebtedness the obligees of which
      will not have, directly or indirectly, recourse (including by way of any
      Guarantee or other undertaking, agreement or instrument that would constitute
      Indebtedness) for repayment of any principal, premium (if any), or interest
      on
      such Indebtedness or any fees, indemnities, expense reimbursements or other
      amounts of whatever nature accrued or payable in connection with such
      Indebtedness against any assets of such Person other than pursuant to any pledge
      of specified assets of such Person.

     

    “Obligations”
means
      the obligations of each of FCX and PTFI hereunder and under the other Loan
      Documents, including, without limitation, (a) the due and punctual payment
      by
      FCX and PTFI, as the case may be, of (i) the principal of and interest
      (including interest accruing during the pendency of any bankruptcy, insolvency,
      receivership or similar proceeding, regardless of whether allowed or allowable
      in such proceeding) on the Loans, when and as due, whether at maturity, by
      acceleration, upon one or more dates set for prepayment or otherwise, (ii)
      each
      payment required to be made under this Agreement in respect of any Letter of
      Credit, when and as due, including payments in respect of reimbursement of
      disbursements, interest thereon, and any obligation to provide cash collateral,
      (iii) the Guarantee obligations of FCX and of PTFI under Article IX hereof
      and
      (iv) all other monetary obligations of the Borrowers under this Agreement or
      any
      other Loan Document, including in respect of fees, costs, expenses and
      indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
      (including any monetary obligations incurred during the pendency of any
      bankruptcy, insolvency, receivership or similar proceeding, regardless of
      whether allowed or allowable in such proceeding), (b) the due and punctual
      performance of all other obligations of FCX and PTFI under or pursuant to this
      Agreement and each other Loan Document, (c) the due and punctual payment and
      performance of all of the obligations of each other Loan Party under or pursuant
      to each of the other Loan Documents, (d) the due and punctual payment and
      performance of all obligations of FCX or PTFI, as the case may be, under each
      Permitted Secured Hedge and (e) the due and punctual payment and performance
      of
      all obligations owed from time to time by FCX or PTFI to JPMCB or its Affiliates
      in respect of (i) cash management services and (ii) any Purchasing Card Program,
      in each case including obligations in respect of overdrafts, temporary advances,
      interest and fees.

     

    “Operating
      Lease”
means
      any lease other than a lease which gives rise to a Capital Lease
      Obligation.

     

    “Operator
      Replacement Agreement”
means
      the Operator Replacement Agreement dated as of October 11, 1996 among PTFI,
      PT-Rio Tinto Indonesia, First Trust of New York, National Association, as
      trustee and The Chase Manhattan Bank, as administrative agent (in its capacity
      as Operator Selection Representative).

     

    “Operator
      Selection Representative”
means
      the Administrative Agent acting as the Operator Selection Representative under
      the Operator Replacement Agreement, pursuant to its designation in
      Section 10.16 herein as Operator Selection Representative.

     

    “Other
      Taxes”
means
      any and all present or future recording, stamp, documentary, excise, transfer,
      sales, property or similar taxes, charges or levies arising from any payment
      made under any Loan Document or from the execution, delivery or enforcement
      of,
      or otherwise with respect to, any Loan Document.

     

    “Participant”
has
      the
      meaning set forth in Section 10.04.

     

    “Participation
      Agreement”
means
      the Participation Agreement dated October 11, 1996 between PTFI and PT-Rio
      Tinto Indonesia, as amended by the First Amendment dated April 30,
      1999.

     

    “Patriot
      Act”
means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
      (signed into law October 26, 2001)).

     

    “Perfection
      Certificate”
means
      the perfection certificates executed by each Borrower substantially in the
      form
      of Exhibit B.

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation referred to and defined in ERISA and
      any successor entity performing similar functions.

     

    “Permitted
      Encumbrances”
      means:

     

    (a) Liens
      imposed by law for taxes that are not yet due or are being contested in
      compliance with Section 5.05;

     

    (b) carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
      imposed by law, arising in the ordinary course of business and securing
      obligations that are not overdue by more than 30 days or are being
      contested in compliance with Section 5.05;

     

    (c) Liens
      arising in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security laws or
      regulations, and progress payments under government contracts and other Liens
      incident to the ordinary conduct of any Borrower’s or its Restricted
      Subsidiary’s business or the ordinary operation of property or assets and not
      securing any Indebtedness or Guarantee;

     

    (d) deposits
      to secure the performance of bids, trade contracts, leases, statutory
      obligations and Liens in connection with surety and appeal bonds, performance
      bonds and other obligations of a like nature, in each case in the ordinary
      course of business;

     

    (e)
      judgment liens in respect of judgments that do not constitute an Event of
      Default under clause (j) of Article VII;

     

    (f)
      rights of lessors under leases of property leased by a Borrower or a Restricted
      Subsidiary under Operating Leases entered into in the ordinary course of
      business, which rights are limited to the property so leased; and

     

    (g) easements,
      zoning restrictions, rights-of-way and similar encumbrances on real property
      imposed by law or arising in the ordinary course of business that do not secure
      any monetary obligations and do not materially detract from the value of the
      affected property or interfere with the ordinary conduct of business of either
      Borrower or any Restricted Subsidiary;

     

    provided
      that the
      term “Permitted Encumbrances” shall not include any Lien securing Indebtedness
      or Attributable Debt.

     

    “Permitted
      FCX Indebtedness”
means
      unsecured (other than in respect of any Permitted Interest Escrow) Indebtedness
      of FCX which is not Guaranteed by any Restricted Subsidiary (other than, in
      the
      case of the Convertible Notes, FCX Investment Ltd., an exempted limited
      liability company organized in the Cayman Islands and a Wholly Owned Restricted
      Subsidiary of FCX), which does not mature and is not subject to any amortization
      or mandatory prepayment or repurchase requirements (other than customary and
      usual put rights or repurchase obligations arising as a result of a Change
      in
      Control and customary and usual obligations requiring repurchase with the
      proceeds of asset sales after application of such proceeds to prepayments and
      reductions of Indebtedness and Commitments hereunder) until the date six months
      after the Maturity Date, and which is not convertible into or exchangeable
      for
      any Equity Interests, other than common stock of FCX, or any other Indebtedness,
      other than Permitted FCX Indebtedness.

     

    “Permitted
      Interest Escrow”
means,
      with respect to any Indebtedness permitted by Section 6.01(a)(viii) or
      (ix), an amount not to exceed the sum of the regularly scheduled interest
      payments due during the initial three years after issuance of such Indebtedness,
      which amount shall have been placed in an interest reserve escrow account in
      connection with the issuance of, and to secure the obligations under, such
      Indebtedness.

     

    “Permitted
      Investments”
      means:

     

    (a) direct
      obligations of, or obligations the principal of and interest on which are
      unconditionally guaranteed by, the United States of America (or by any agency
      thereof to the extent such obligations are backed by the full faith and credit
      of the United States of America), in each case maturing within one year from
      the
      date of acquisition thereof;

     

    (b) Investments
      in commercial paper maturing within 270 days from the date of acquisition
      thereof and having, at such date of acquisition, a credit rating from S&P of
      A-2 or higher or from Moody’s of P-2 or higher;

     

    (c) Investments
      in certificates of deposit, banker’s acceptances and time deposits maturing
      within 180 days from the date of acquisition thereof issued or guaranteed by
      or
      placed with, and money market deposit accounts issued or offered by, any
      commercial bank which has a short-term deposit rating issued by Moody’s of P-2
      or higher;

     

    (d)
      overnight repurchase agreements relating to securities described in clause
      (a),
      (b) or (c) above; and

     

    (e) Investments
      in readily marketable money market funds registered under the Investment Company
      Act of 1940 which hold only securities described in clause (a), (b), (c) or
      (d) above.

     

    “Permitted
      Secured Hedge”
means
      any Hedging Agreement between PTFI or FCX (a) if entered into prior to the
      date
      hereof, with a counterparty that is a Lender (or Affiliate of a Lender) on
      the
      date hereof or (b) if entered into on or after the date hereof, with a
      counterparty that is a Lender or Affiliate of a Lender at the time such Hedging
      Agreement is entered into.

     

    “Person”
means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.

     

    “PJP”
means
      P.T. Puncakjaya Power, a limited liability company established and existing
      under the laws of the Republic of Indonesia.

     

    “Plan”
means
      any employee pension benefit plan (other than a Multiemployer Plan) subject
      to
      the provisions of Title IV of ERISA or Section 412 of the Code or
      Section 302 of ERISA, and in respect of which the Borrower or any ERISA
      Affiliate is (or, if such plan were terminated, would under Section 4069 of
      ERISA be deemed to be) an “employer” as defined in Section 3(5) of
      ERISA.

     

    “Pledged
      PTFI Shares”
means
      all shares of the capital stock of PTFI owned by FCX and pledged pursuant to
      the
      FCX Pledge Agreement (PTFI Shares). On the Effective Date, the Pledged PTFI
      Shares represent 50.1% of the issued and outstanding shares of
      PTFI.

     

    “Pledged
      PTII Shares”
means,
      prior to any merger of PTII into PTFI, all shares of the capital stock of PTII
      owned by FCX and pledged pursuant to the FCX Pledge Agreement (PTII Shares).
      On
      the Effective Date, the Pledged PTII shares represent 99.998% of the issued
      and
      outstanding shares of PTII.

     

    “Prime
      Rate”
means
      the rate of interest per annum publicly announced from time to time by JPMorgan
      Chase Bank, N.A. as its prime rate in effect at its principal office in New
      York
      City; each change in the Prime Rate shall be effective from and including the
      date such change is publicly announced as being effective.

     

    “PTFI
      EBITDA”
means,
      for any period, PTFI Net Income for such period plus (a) without
      duplication and to the extent deducted in determining such PTFI Net Income,
      the
      sum of (i) interest expense for such period, (ii) income tax expense
      for such period, (iii) all amounts attributable to depreciation and
      amortization for such period and (iv) any extraordinary charges or
      significant nonrecurring non-cash charges or non-cash charges resulting from
      requirements to mark-to-market derivative obligations (including
      commodity-linked securities) for such period (provided that any cash payment
      made with respect to any such non-cash charge shall be subtracted in computing
      PTFI EBITDA for the period in which such cash payment is made), and minus
      (b) without duplication and to the extent included in determining such PTFI
      Net Income, any extraordinary gains or non-cash gains for such period, all
      determined on a consolidated basis in accordance with GAAP.

     

    “PTFI
      Indebtedness”
means,
      as of any date, (a) the aggregate principal amount of Indebtedness of PTFI
      and its Restricted Subsidiaries outstanding as of such date, in the amount
      that
      would be reflected as a liability on a balance sheet prepared as of such date
      on
      a consolidated basis in accordance with GAAP, minus
      (b) the aggregate amount of cash and Permitted Investments of PTFI and its
      Restricted Subsidiaries as of such date, other than any cash and Permitted
      Investments subject to a Lien or escrow arrangement securing Indebtedness or
      other obligations.

     

    “PTFI
      Leverage Ratio”
means,
      on any date, the ratio of (a) PTFI Indebtedness as of such date to
      (b) PTFI EBITDA for the period of four consecutive fiscal quarters of PTFI
      most recently ended on or prior to such date.

     

    “PTFI
      Net Income”
means,
      for any period, the net income or loss of PTFI and its Restricted Subsidiaries
      for such period determined on a consolidated basis in accordance with GAAP
      (computed, however, without deduction for minority interests in the net income
      or loss of PTFI); provided
      that
      there shall be excluded (a) the income of any Person (other than PTFI) in
      which any other Person (other than PTFI or any Restricted Subsidiary of PTFI
      or
      any director holding qualifying shares in compliance with applicable law) owns
      an Equity Interest, except to the extent of the amount of dividends or other
      distributions actually paid to PTFI or any Restricted Subsidiary of PTFI during
      such period, and (b) the income or loss of any Person accrued prior to the
      date it becomes a Restricted Subsidiary of PTFI or is merged into or
      consolidated with PTFI or any Restricted Subsidiary of PTFI or the date that
      such Person’s assets are acquired by PTFI or any Restricted Subsidiary of
      PTFI.

     

    “PTII”
means
      PT Indocopper Investama Tbk, a corporation organized under the laws of
      Indonesia.

     

    “PT Kencana”
means
      PT Kencana Infra Nusakarya, a corporation organized under the laws of
      Indonesia (formerly known as P.T. ALatieF Freeport Infrastructure
      Corporation), which, on the Effective Date, is a Wholly Owned Subsidiary of
      PTFI, held indirectly in part through PT Mitradaya Vulkanisindo and
      PT Freeport Finance Indonesia.

     

    “PT
      Kencana Assets”
means
      the non-mining infrastructure assets that were formerly subject to the Joint
      Venture Agreement dated as of March 11, 1993, between PTFI and
      P.T. ALatieF Nusakarya Corporation and which are currently owned by
      PT Kencana and PT Kencana Wisata, each a Restricted Subsidiary of PTFI. On
      the Effective Date the aggregate book value of the PT Kencana Assets is not
      in excess of 

     

    $270,000,000.

     

    “PT Kencana
      Financing”
means
      the financing by PTFI or a Restricted Subsidiary of the PT Kencana Assets
      pursuant to the incurrence of Indebtedness secured by such assets or the
      incurrence of Attributable Debt in connection with a sale and leaseback
      transaction involving such assets and or the sale or issuance of Equity
      Interests in PT Kencana, PT Kencana Wisata or any other Subsidiary
      which owns PT Kencana Assets.

     

    “PT Kencana
      Financing Documents”
means
      each of the operative documents relating to any PT Kencana Financing,
      including asset purchase agreements, lease agreements, joint venture agreements,
      guarantee agreements and participation agreements, to which FCX, PTFI or any
      Restricted Subsidiary is a party.

     

    “PT
      Kencana Wisata”
means
      PT Kencana Wisata Nusakarya, a corporation organized under the laws of
      Indonesia, which is a 99% owned subsidiary of PTFI (with the remaining 1% owned
      by FCX).

     

    “PT-Rio
      Tinto Indonesia”
means
      PT Rio Tinto Indonesia (formerly P.T. RTZ-CRA Indonesia), a limited liability
      company organized under the laws of Indonesia and a wholly owned subsidiary
      of
      RTZ.

     

    “PT-Rio
      Tinto Indonesia COW Assignment”
means
      the Assignment Agreement dated as of October 11, 1996 between PTFI and PT-Rio
      Tinto Indonesia pursuant to which PTFI assigned a partial undivided interest
      in
      the Contract of Work to PT-Rio Tinto Indonesia.

     

    “Purchasing
      Card Program”
means
      a
      Chase Visa Purchasing Card Program established for FCX by JPMCB, pursuant to
      which JPMCB issues Chase Visa Purchasing Cards to employees and other accounts
      of FCX, with an aggregate credit limit not to exceed $300,000 (including,
      without limitation, for purchases made in foreign currencies and converted
      into
      U.S. dollars).

     

    “Qualifying
      PTFI Sale Transaction”
means
      a
      single sale of the Pledged PTII Shares and/or of shares of PTFI which are either
      owned by FCX and do not constitute Collateral or owned by PTII (in each case,
      the “Transferred
      Shares”)
      which
      satisfies the following requirements: 

     

    (i)  the
      aggregate amount of shares of capital stock of PTFI which are, directly or
      indirectly, sold or transferred in such transaction does not exceed 9.36% of
      the
      outstanding shares of capital stock of PTFI (shares of PTFI owned by PTII being
      deemed transferred for purposes of the foregoing in the same proportion as
      the
      number of Pledged PTII Shares that are sold or transferred bears to the total
      number of PTII Pledged Shares immediately prior to such Qualifying PTFI Sale
      Transaction);

     

    (ii)  such
      sale
      is made to a Governmental Authority of the Republic of Indonesia (including
      a
      regional Governmental Authority), an investment vehicle majority owned and
      Controlled by such a Governmental Authority and/or Indonesian citizens or legal
      entities organized under the laws of Indonesia that are Controlled by Indonesian
      citizens, in each case which qualifies as an “Indonesian National” within the
      meaning of Article 24(2) of the Contract of Work; 

     

    (iii)  the
      consideration for such sale consists solely of cash and/or a promissory note
      secured by, and payable with any dividends, distributions or proceeds on or
      in
      respect of, all the Transferred Shares (which promissory note may be nonrecourse
      to any such Governmental Authority); 

     

    (iv)  any
      such
      promissory note and all proceeds thereof are pledged at the time any such sale
      is consummated to the Administrative Agent, for the benefit of the Secured
      Parties, pursuant to the FCX Pledge Agreement (Indebtedness) or other pledge
      arrangements satisfactory to the Administrative Agent (and regardless of whether
      the owner of such note is FCX, PTII or another Person); and 

     

    (v)  the
      Administrative Agent shall have received such favorable opinions of outside
      counsel to FCX as it may reasonably request in connection with the
      foregoing.

     

    “Related
      Parties”
means,
      with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and such Person’s Affiliates.

     

    “Required
      Lenders”
means,
      at any time, Lenders having Exposures and unused Commitments representing not
      less than 51% of the sum of the total Exposures and unused Commitments at such
      time.

     

    “Restricted
      Indebtedness”
means
      any Indebtedness of either Borrower or any Restricted Subsidiary, the payment,
      prepayment, redemption, repurchase or defeasance of which is restricted under
      Section 6.08.

     

    “Restricted
      Payment”
means
      any dividend or other distribution (whether in cash, securities or other
      property) with respect to any Equity Interests in either Borrower or any
      Restricted Subsidiary, or any payment (whether in cash, securities or other
      property), including any sinking fund or similar deposit, on account of the
      purchase, redemption, retirement, acquisition, cancelation or termination of
      any
      Equity Interests (including any payment under a Synthetic Purchase Agreement
      related to any Equity Interests) in either Borrower or any Restricted Subsidiary
      or any option, warrant or other right to acquire any such Equity Interests
      in
      either Borrower or any Restricted Subsidiary.

     

    “Restricted
      Subsidiary”
means
      PTFI and any other Subsidiary of FCX or PTFI that is not an Unrestricted
      Subsidiary.

     

    “Restricted
      Uses”
means,
      as of any date, the sum of (I) the aggregate cumulative amount of all Restricted
      Payments made pursuant to Section 6.08(a)(iii)(B), (II) the aggregate amount
      of
      payments of Indebtedness (other than payments permitted by Section
      6.08(b)(i)-(v)) as of such date (x) at a time when Liquidity was less than
      $250,000,000 or (y) to the extent and in the amount that such payments of
      Indebtedness caused Liquidity to drop below $250,000,000 (determined, in each
      case, immediately after giving effect to such payments and giving pro forma
      effect to any deferred payment of cash required thereby) and (III) the aggregate
      amount of all Investments as of such date made in reliance on clause (p) of
      Section 6.04.

     

    “Restricted
      Uses Basket”
means,
      as of any date, the sum of (x) $250,000,000 plus
      (y) 50% of Consolidated Net Income during the period from March 31, 2006,
      through the last day of the then most recent fiscal quarter for which financial
      statements have been delivered pursuant to Section 5.01(a) or (b) (or, if such
      Consolidated Net Income is a deficit, minus
      100% of
      such deficit).

     

    “RTZ”
means
      Rio Tinto plc (formerly RTZ Corporation PLC), a company organized under the
      laws
      of England.

     

    “RTZ
      America”
means
      Rio Tinto America Holdings, Inc. (formerly RTZ America Holdings, Inc. (formerly
      RTZ America, Inc.)), a Delaware corporation and a wholly owned subsidiary of
      RTZ.

     

    “RTZ
      Documents”
has
      the
      meaning assigned to such term in Section 6.15.

     

    “RTZ-IIL”
means
      Rio Tinto Indonesia Investments Limited (formerly known as RTZ Indonesian
      Investments Limited), a company organized under the laws of
      England.

     

    “RTZ
      Indonesia”
      means RTZ Indonesia Limited, a company organized under the laws of England
      and a wholly owned subsidiary of RTZ.

     

    “RTZ
      Interests”
means
      the interests of PT-Rio Tinto Indonesia in the Contract of Work and the Joint
      Account Assets pursuant to the Participation Agreement and in the Concentrate
      Sales Agreements pursuant to the FI Trust Agreement, in each case as permitted
      by Section 6.15.

     

    “RTZIF”
means
      RTZ Indonesian Finance Limited, a company organized under the laws of England
      and a wholly owned subsidiary of RTZ.

     

    “S&P”
means
      Standard & Poor’s.

     

    “Sales
      Proceeds Account”
has
      the
      meaning assigned to such term in the FI Trust Agreement.

     

    “Second
      Amended and Restated FCX Pledge Agreement (Indebtedness)”
means
      an amended and restated pledge agreement substantially in the form of the
      Amended and Restated FCX Pledge Agreement (Indebtedness), with such
      modifications as may be necessary to reflect the amendment and restatement
      of
      the Existing Credit Agreement in the form of this Agreement and in form and
      substance satisfactory to the Administrative Agent and the Required Lenders,
      pursuant to which FCX grants a perfected first priority security interest under
      Indonesian law in Indebtedness owing by PTFI or any other Restricted Subsidiary
      to FCX, for the ratable benefit of the holders of the Obligations.

     

    “Second
      Amended and Restated FCX Pledge Agreement (PTFI Shares)”
means
      an amended and restated pledge agreement substantially in the form of the
      Amended and Restated FCX Pledge Agreement (PTFI Shares), with such modifications
      as may be necessary to reflect the amendment and restatement of the Existing
      Credit Agreement in the form of this Agreement and in form and substance
      satisfactory to the Administrative Agent and the Required Lenders, pursuant
      to
      which FCX grants a perfected first priority security interest under Indonesian
      law in the Pledged PTFI Shares for the ratable benefit of the holders of the
      Obligations.

     

    “Second
      Amended and Restated FCX Pledge Agreement (PTII Shares)”
means
      an amended and restated pledge agreement substantially in the form of the
      Amended and Restated FCX Pledge Agreement (PTII Shares), with such modifications
      as may be necessary to reflect the amendment and restatement of the Existing
      Credit Agreement in the form of this Agreement and in form and substance
      satisfactory to the Administrative Agent and the Required Lenders, pursuant
      to
      which, FCX grants a perfected first priority security interest under Indonesian
      law in the Pledged PTII Shares for the ratable benefit of the holders of the
      Obligations.

     

    “Second
      Amended and Restated Fiduciary Assignment”
means
      the Second Amended and Restated Fiduciary Assignment stated in deed number
      3
      dated November 11, 2003, as amended by deed number 8 dated March 31, 2004 (which
      amended and restated the Amendment and Restatement of Fiduciary Assignment
      of
      Accounts (Penyerahan Hak Atas Tagihan) stated in deed number 39 dated October
      19, 2001) granted by PTFI and PT-Rio Tinto Indonesia to the Secured Parties
      (as
      defined in the Existing Credit Agreement).

     

    “Second
      Amended and Restated Fiduciary Transfer”
means
      the Second Amended and Restated Fiduciary Transfer stated in deed number 8
      dated
      November 11, 2003, as amended by deed number 11 dated March 31, 2004 (which
      amended and restated the Amendment and Restatement of Fiduciary Transfer of
      Assets (Penyerahan Hak Secara Fidusia) stated in deed number 43 dated October
      19, 2001) granted by PTFI to the Secured Parties (as defined in the Existing
      Credit Agreement).

     

    “Second
      Amended and Restated JAA Fiduciary Transfer”
means
      the Second Amended and Restated JAA Fiduciary Transfer stated in deed number
      2
      dated November 11, 2003, as amended by deed number 7 dated March 31, 2004 (which
      amended and restated the Amendment and Restatement of Fiduciary Transfer of
      Assets (Penyerahan Hak Secara Fidusia) of Joint Account Assets stated in deed
      number 38 dated October 19, 2001) granted by PTFI and PT-Rio Tinto Indonesia
      to
      the Secured Parties (as defined in the Existing Credit Agreement).

     

    “Second
      Amended and Restated Lender Fiduciary Assignment”
means
      the Second Amended and Restated Lender Fiduciary Assignment stated in deed
      number 12 dated March 31, 2004 (which amended and restated the Amendment and
      Restatement of Fiduciary Assignment of Accounts (the Penyerahan Hak Atas
      Tagihan) stated in deed number 44 dated October 19, 2001) granted by PTFI to
      the
      to the Secured Parties (as defined in the Existing Credit
      Agreement).

     

    “Second
      Amended and Restated Lender Surat Kuasa”
means
      the Second Amended and Restated Lender Surat Kuasa stated in deed number 10
      dated November 11, 2003, as amended by deed number 13 dated March 31, 2004
      (which amended and restated the Lender Surat Kuasa (Power of Attorney) Amendment
      and Restatement stated in deed number 45 dated October 19, 2001) granted by
      PTFI
      to the Secured Parties (as defined in the Existing Credit
      Agreement).

     

    “Second
      Amended and Restated Surat Kuasa”
means
      the Second Amended and Restated Surat Kuasa stated in deed number 4 dated
      November 11, 2003, as amended by deed number 9 dated March 31, 2004, which
      amended and restated the Surat Kuasa (Power of Attorney) Amendment and
      Restatement stated in deed number 40 dated October 19, 2001 granted by PTFI
      and
      PT-Rio Tinto Indonesia to the FI Trustee.

     

    “Secured
      Parties”
means
      the Administrative Agent, the Issuing Bank, the Security Agent, the JAA Security
      Agent, the Syndication Agent, the Lenders, each counterparty to a Permitted
      Secured Hedge, JPMCB or any of its Affiliates providing cash management services
      or any Purchasing Card Program to FCX or PTFI, and, in the case of the Third
      Amended and Restated Fiduciary Assignment and the Third Amended and Restated
      JAA
      Fiduciary Transfer, RTZ-IIL, and the successors and assigns of the
      foregoing.

     

    “Security
      Agent”
means
      JPMCB, not in its individual capacity, but as Security Agent for the Lenders
      under the FCX Pledge Agreements and the Lender Security Documents.

     

    “Security
      Documents”
means
      the FI Security Documents, the FCX Pledge Agreements, the Subsidiary Guarantee
      Agreements and each other security agreement or other instrument or document
      executed and delivered pursuant to Section 5.12 or 5.13 to secure any of
      the Obligations.

     

    “Side
      Letter”
means
      the agreement dated as of October 11, 1996 between PTFI, RTZ, PT-Rio Tinto
      Indonesia, RTZIF, RTZ Indonesian Investments Limited, First Trust of New York,
      National Association, as trustee, the JAA Security Agent and certain secured
      creditors of FI.

     

    “Side
      Letter Creditor Annex”
means
      a
“Creditor Annex”, as defined in the Side Letter, in form and substance
      satisfactory to the Administrative Agent, to be filed with the FI Trustee for
      purposes of identifying the holders of the Obligations as FI Creditors
      thereunder and any additional or separate “Creditor Annex” filed with the FI
      Trustee for purposes of identifying the holders of the Obligations as FI
      Creditors, in each case as amended and in effect from time to time.

     

    “Special
      Account”
has
      the
      meaning assigned to such term in the FI Trust Agreement.

     

    “Stock
      Purchase Agreement”
means
      the Agreement dated as of May 2, 1995, by and between (among other parties)
      FCX, RTZ, RTZ Indonesia and RTZ America.

     

    “subsidiary”
means,
      with respect to any Person (the “parent”)
      at any
      date, any corporation, limited liability company, partnership, association
      or
      other entity the accounts of which would be consolidated with those of the
      parent in the parent’s consolidated financial statements if such financial
      statements were prepared in accordance with GAAP as of such date, as well as
      any
      other corporation, limited liability company, partnership, association or other
      entity of which securities or other ownership interests representing more than
      50% of the ordinary voting power or, in the case of a partnership, more than
      50%
      of the equity or more than 50% of the general partnership interests are, as
      of
      such date, owned, Controlled or held by the parent or one or more subsidiaries
      of the parent or by the parent and one or more subsidiaries of the
      parent.

     

    “Subsidiary”
means
      any subsidiary of either Borrower.

     

    “Subsidiary
      Guarantee Agreement”
means
      an amendment and restatement of each Existing Subsidiary Guarantee Agreement
      with such modifications as may be necessary to reflect the amendment and
      restatement of the Existing Credit Agreement in the form of this Agreement,
      in
      each case in form and substance satisfactory to the Administrative Agent and
      the
      Required Lenders and executed by each Indonesian Subsidiary Guarantor and
      non-Indonesian Subsidiary Guarantor, as appropriate, pursuant to which such
      Restricted Subsidiary guarantees some or all of the Obligations.

     

    “Subsidiary
      Guarantor”
means
      each Restricted Subsidiary that has become party to a Subsidiary Guarantee
      Agreement.

     

    “Synthetic
      Purchase Agreement”
means
      any swap, derivative or other agreement or combination of agreements pursuant
      to
      which either Borrower or any Restricted Subsidiary is or may become obligated
      to
      make (i) any payment in connection with a purchase by any third party from
      a Person other than the Borrowers or any Restricted Subsidiary of any Equity
      Interest or Restricted Indebtedness or (ii) any payment (other than on
      account of a permitted purchase by it of any Equity Interest or any Restricted
      Indebtedness) the amount of which is determined by reference to the price or
      value at any time of any Equity Interest or Restricted Indebtedness;
provided
      that no
      phantom stock or similar plan providing for payments only to current or former
      directors, officers or employees of the Borrowers or any Restricted Subsidiary
      (or to their heirs or estates) shall be deemed to be a Synthetic Purchase
      Agreement.

     

    “Taxes”
means
      any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.

     

    “Third
      Amended and Restated Fiduciary Assignment”
means
      a
      Third Amended and Restated Fiduciary Assignment substantially in the form of
      the
      Second Amended and Restated Fiduciary Assignment, with such modifications as
      may
      be necessary to reflect the amendment and restatement of the Existing Credit
      Agreement in the form of this Agreement and in form and substance satisfactory
      to the Administrative Agent and the Required Lenders, pursuant to which PTFI
      grants to secure the PTFI Obligations (as defined therein) and PT-Rio Tinto
      Indonesia grants to secure the PT-Rio Tinto Indonesia Obligations a security
      interest in accounts receivable from Concentrate Sales Agreements for the
      benefit of the Secured Parties.

     

    “Third
      Amended and Restated Fiduciary Transfer”
means
      a
      Third Amended and Restated Fiduciary Transfer substantially in the form of
      the
      Second Amended and Restated Fiduciary Transfer, with such modifications as
      may
      be necessary to reflect the amendment and restatement of the Existing Credit
      Agreement in the form of this Agreement and in form and substance satisfactory
      to the Administrative Agent and the Required Lenders pursuant to which PTFI
      grants a security interest in its Indonesian assets (other than Joint Account
      Assets) for the ratable benefit of the holders of the Obligations.

     

    “Third
      Amended and Restated JAA Fiduciary Transfer”
means
      a
      Third Amended and Restated JAA Fiduciary Transfer substantially in the form
      of
      the Second Amended and Restated JAA Fiduciary Transfer, with such modifications
      as may be necessary to reflect the amendment and restatement of the Existing
      Credit Agreement in the form of this Agreement and in form and substance
      satisfactory to the Administrative Agent and the Required Lenders, pursuant
      to
      which PTFI grants to secure the PTFI Obligations and PT-Rio Tinto Indonesia
      grants to secure the PT-Rio Tinto Indonesia Obligations a security interest
      in
      its interest in Joint Account Assets for the benefit of the Secured
      Parties.

     

    “Third
      Amended and Restated Lender Fiduciary Assignment”
means
      a
      Third Amended and Restated Lender Fiduciary Assignment substantially in the
      form
      of the Second Amended and Restated Lender Fiduciary Assignment, with such
      modifications as may be necessary to reflect the amendment and restatement
      of
      the Existing Credit Agreement in the form of this Agreement and in form and
      substance satisfactory to the Administrative Agent and the Required Lenders,
      pursuant to which PTFI grants a security interest in its accounts receivable
      (other than those arising from Concentrate Sales Agreements or Joint Account
      Assets) for the ratable benefit of the holders of the Obligations.

     

    “Third
      Amended and Restated Lender Surat Kuasa”
means
      a
      Third Amended and Restated Lender Surat Kuasa substantially in the form of
      the
      Second Amended and Restated Lender Surat Kuasa, with such modifications as
      may
      be necessary to reflect the amendment and restatement of the Existing Credit
      Agreement in the form of this Agreement and in form and substance satisfactory
      to the Administrative Agent and the Required Lenders, granted by PTFI with
      respect to the authorization to appoint a manager to carry out all acts and
      matters related to PTFI’s rights, titles and interest in, to and under the
      contract rights and other assets constituting Collateral (as defined in the
      Lender Security Agreement) upon the occurrence of an Event of
      Default.

     

    “Third
      Amended and Restated Surat Kuasa”
means
      a
      Third Amended and Restated Surat Kuasa substantially in the form of the Second
      Amended and Restated Surat Kuasa, with such modifications as may be necessary
      to
      reflect the amendment and restatement of the Existing Credit Agreement in the
      form of this Agreement and in form and substance satisfactory to the
      Administrative Agent and the Required Lenders, granted by PTFI and PT-Rio Tinto
      Indonesia with respect to authorization to appoint a successor Operator (as
      defined in the Participation Agreement).

     

    “Total
      Indebtedness”
means,
      as of any date, (a) the aggregate principal amount of Indebtedness of the
      Borrowers and the Restricted Subsidiaries outstanding as of such date, in the
      amount that would be reflected as a liability on a balance sheet prepared as
      of
      such date on a consolidated basis in accordance with GAAP, minus
      (b) the
      aggregate amount of cash and Permitted Investments of the Borrowers and the
      Restricted Subsidiaries as of such date, other than any cash and Permitted
      Investments securing the Convertible Notes or otherwise subject to a Lien or
      escrow arrangement securing Indebtedness or other obligations.

     

    “Transactions”
means
      the execution, delivery and performance by each Loan Party of the Loan Documents
      to which it is to be a party, the borrowing of Loans, the use of the proceeds
      thereof and the issuance of Letters of Credit hereunder.

     

    “Transferred
      Shares”
has
      the
      meaning set forth in the definition of “Qualifying PTFI Sale
      Transaction”.

     

    “2001
      Credit Agreement”
means
      the Amended and Restated Credit Agreement dated as of October 19, 2001, as
      amended, among FCX, PTFI, the lenders party thereto, The Chase Manhattan Bank,
      as administrative agent, issuing bank, security agent, JAA security agent and
      documentation agent and U.S. Bank Trust National Association, as FI trustee,
      which amended and restated both the Credit Agreement originally dated as of
      October 27, 1989 and amended and restated as of June 1, 1993 and the Credit
      Agreement originally dated as of June 30, 1995.

     

    “2026
      Senior Notes”
means
      the 7.20% Senior Notes due 2026 of FCX in an aggregate principal amount
      outstanding on the date hereof of $175,000,000.

     

    “Type”,
      when
      used in reference to any Loan or Borrowing, refers to whether the rate of
      interest on such Loan, or on the Loans comprising such Borrowing, is determined
      by reference to the LIBO Rate or the Alternate Base Rate.

     

    “Unrestricted
      Subsidiary”
means
      (i) any Subsidiary existing on the Effective Date and identified on
      Schedule 3.12 as an Unrestricted Subsidiary, (ii) any Subsidiary of
      any Unrestricted Subsidiary and (iii) any surviving corporation (other than
      PTFI or FCX or a Restricted Subsidiary) into which any of such corporations
      referred to in clause (i) or (ii) is merged or consolidated, subject
      to Section 6.03, (iv) any Subsidiary organized after the date of this
      Agreement and designated as a Unrestricted Subsidiary by FCX in accordance
      with
      Section 6.17 at the time of its organization, (v) in the event a
      PT Kencana Financing is consummated in accordance with the provisions of
      Sections 6.01, 6.02 and 6.04, PT Kencana and/or PT Kencana
      Wisata, if such Subsidiary is designated as an Unrestricted Subsidiary in
      accordance with Section 6.17, and (vi) in the event the investment
      therein is permitted by Section 6.04, any Exploration Subsidiary, if it is
      designated as an Unrestricted Subsidiary pursuant to Section 6.17.

     

    “Unrestricted
      Subsidiary LC Exposure”
means,
      at any time, the sum of (a) the aggregate undrawn amount of all outstanding
      Letters of Credit issued for the account of Unrestricted Subsidiaries at such
      time plus (b) the aggregate amount of all LC Disbursements relating to such
      Letters of Credit that have not yet been reimbursed by or on behalf of the
      Borrowers at such time.

     

    “Wholly
      Owned Restricted Subsidiary”
means
      a
      Wholly Owned Subsidiary that is a Restricted Subsidiary.

     

    “Wholly
      Owned Subsidiary”
shall
      mean a subsidiary of FCX or PTFI, as the case may be, of which securities or
      other ownership interests (except for directors’ qualifying shares and other de
      minimis amounts of outstanding securities or ownership interests) representing
      100% of the ordinary voting power and 100% of equity or 100% of the general
      partnership interests are, at the time any determination is being made, owned,
      Controlled or held by FCX or PTFI or one or more Wholly Owned Subsidiaries
      of
      FCX or PTFI, or by FCX or PTFI and one or more Wholly Owned Subsidiaries of
      FCX
      or PTFI.

     

    “Withdrawal
      Liability”
means
      liability to a Multiemployer Plan as a result of a complete or partial
      withdrawal from such Multiemployer Plan, as such terms are defined in
      Part I of Subtitle E of Title IV of ERISA.

     

    “World
      Bank Guidelines”
means
      the World Bank Pollution Prevention and Abatement Handbook Guidelines,
      summarized and attached in Annex A to the ERM Report.

     

    SECTION
      1.02.   Classification
      of Loans and Borrowings.
      For
      purposes of this Agreement, Loans and Borrowings may be classified and referred
      to by Type (e.g.,
      a
“Eurodollar Loan” or a “Eurodollar Borrowing”).

     

    SECTION
      1.03.   Terms
      Generally.
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, supplemented or otherwise modified
      (subject to any restrictions on such amendments, supplements or modifications
      set forth herein), (b) any reference herein to any Person shall be
      construed to include such Person’s successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
      construed to refer to this Agreement in its entirety and not to any particular
      provision hereof, (d) all references herein to Articles, Sections, Exhibits
      and Schedules shall be construed to refer to Articles and Sections of, and
      Exhibits and Schedules to, this Agreement and (e) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer
      to any and all tangible and intangible assets and properties, including cash,
      securities, accounts and contract rights.

     

    SECTION
      1.04.   Accounting
      Terms; GAAP.
      Except
      as otherwise expressly provided herein, all terms of an accounting or financial
      nature shall be construed in accordance with GAAP, as in effect from time to
      time; provided
      that, if
      the Borrowers notify the Administrative Agent that the Borrowers request an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the date hereof in GAAP or in the application thereof on the
      operation of such provision (or if the Administrative Agent notifies the
      Borrowers that the Required Lenders request an amendment to any provision hereof
      for such purpose), regardless of whether any such notice is given before or
      after such change in GAAP or in the application thereof, then such provision
      shall be interpreted on the basis of GAAP as in effect and applied immediately
      before such change shall have become effective until such notice shall have
      been
      withdrawn or such provision amended in accordance herewith.

     

     

    ARTICLE
      II

     

    The
      Credits

     

    SECTION
      2.01.   Commitments.
      Subject
      to the terms and conditions set forth herein, each Lender agrees to make Loans
      to the Borrowers from time to time during the Availability Period in an
      aggregate principal amount that will not result in such Lender’s Exposure
      exceeding such Lender’s Commitment. Within the foregoing limits and subject to
      the terms and conditions set forth herein, the Borrowers may borrow, prepay
      and
      reborrow Loans.

     

    SECTION
      2.02.   Loans
      and Borrowings. (a)
      Each
      Loan
      shall be made as part of a Borrowing consisting of Loans of the same Type made
      by the Lenders ratably in accordance with their Commitments. The failure of
      any
      Lender to make any Loan required to be made by it shall not relieve any other
      Lender of its obligations hereunder; provided
      that the
      Commitments of the Lenders are several and no Lender shall be responsible for
      any other Lender’s failure to make Loans as required.

     

    (b)
        Subject
      to Section 2.13, each Borrowing shall be comprised entirely of ABR Loans or
      Eurodollar Loans as the applicable Borrower may request in accordance herewith.
      Each Lender at its option may make any Loan by causing any domestic or foreign
      branch or Affiliate of such Lender to make such Loan; provided
      that any
      exercise of such option shall not affect the obligation of the applicable
      Borrower to repay such Loan in accordance with the terms of this
      Agreement.

     

    (c)
        At
      the
      commencement of each Interest Period for any Eurodollar Borrowing, such
      Borrowing shall be in an aggregate amount that is an integral multiple of
      $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing
      is
      made, such Borrowing shall be in an aggregate amount that is an integral
      multiple of $1,000,000 and not less than $5,000,000; provided
      that an
      ABR Borrowing may be in an aggregate amount that is equal to the entire unused
      balance of the total Commitments. Borrowings of more than one Type may be
      outstanding at the same time; provided
      that
      there shall not at any time be more than a total of 15 Eurodollar Borrowings
      outstanding.

     

    (d)
        Notwithstanding
      any other provision of this Agreement, neither Borrower shall be entitled to
      request, or to elect to convert or continue, any Borrowing if the Interest
      Period requested with respect thereto would end after the Maturity
      Date.

     

    SECTION
      2.03.   Requests
      for Borrowings.
      To
      request a Borrowing, a Borrower shall notify the Administrative Agent of such
      request by telephone (a) in the case of a Eurodollar Borrowing, not later
      than 11:00 a.m., New York City time, three Business Days before the
      date of the proposed Borrowing or (b) in the case of an ABR Borrowing,
      including to finance the reimbursement of an LC Disbursement as contemplated
      by
      Section 2.05(e), not later than 11:00 a.m., New York City time, on the
      date of the proposed Borrowing. Each such telephonic Borrowing Request shall
      be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy to
      the
      Administrative Agent of a written Borrowing Request in a form approved by the
      Administrative Agent and signed by the applicable Borrower. Each such telephonic
      and written Borrowing Request shall specify the following information in
      compliance with Section 2.02:

     

    (i)  the
      aggregate amount of such Borrowing;

     

    (ii)  the
      date
      of such Borrowing, which shall be a Business Day;

     

    (iii)  whether
      such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (iv)  in
      the
      case of a Eurodollar Borrowing, the initial Interest Period to be applicable
      thereto, which shall be a period contemplated by the definition of the term
      “Interest
      Period”;
      and

     

    (v)  the
      location and number of the applicable Borrower’s account to which funds are to
      be disbursed, which shall comply with the requirements of
      Section 2.04.

     

    If
      no
      election as to the Type of Borrowing is specified, then the requested Borrowing
      shall be an ABR Borrowing. If no Interest Period is specified with respect
      to
      any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed
      to have selected an Interest Period of one month’s duration. Promptly following
      receipt of a Borrowing Request in accordance with this Section, the
      Administrative Agent shall advise each Lender of the details thereof and of
      the
      amount of such Lender’s Loan to be made as part of the requested
      Borrowing.

     

    SECTION
      2.04.   Funding
      of Borrowings. (a)
      Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 12:00 noon, New
      York
      City time, to the account of the Administrative Agent most recently designated
      by it for such purpose by notice to the Lenders. The Administrative Agent will
      make such funds transferred to it available to the applicable Borrower by
      promptly crediting the amounts so received, in like funds, to an account of
      such
      Borrower maintained with the Administrative Agent in New York City and
      designated by such Borrower in the applicable Borrowing Request; provided
      that ABR
      Loans made to finance the reimbursement of an LC Disbursement as provided in
      Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing
      Bank.

     

    (b)
        Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed time of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available at such time
      in
      accordance with paragraph (a) of this Section and may, in reliance upon
      such assumption and in its sole discretion, make available to the applicable
      Borrower a corresponding amount. In such event, if a Lender has not in fact
      made
      its share of the applicable Borrowing available to the Administrative Agent,
      then the applicable Lender and the applicable Borrower severally agree to pay
      to
      the Administrative Agent forthwith on demand such corresponding amount with
      interest thereon, for each day from and including the date such amount is made
      available to such Borrower to but excluding the date of payment to the
      Administrative Agent, at (i) in the case of such Lender, the greater of the
      Federal Funds Effective Rate and a rate determined by the Administrative Agent
      in accordance with banking industry rules on interbank compensation or
      (ii) in the case of a Borrower, the interest rate applicable to ABR Loans.
      If such Lender pays such amount to the Administrative Agent, then such amount
      shall constitute such Lender’s Loan included in such Borrowing.

     

    SECTION
      2.05.   Letters
      of Credit. (a)
      General.
      Subject
      to the terms and conditions set forth herein, (i) either Borrower may request
      the issuance of Letters of Credit for its own account, (ii) FCX may request
      the
      issuance of Letters of Credit for the account of any Restricted Subsidiary
      (other than PTFI) and (iii) subject to Section 6.04(c) or Section 6.04(g)
      or, if applicable, Section 6.04(p) and to the last sentence of this paragraph,
      FCX may request the issuance of Letters of Credit for the account of
      Unrestricted Subsidiaries, in any case in a form reasonably acceptable to the
      Administrative Agent and the Issuing Bank, at any time and from time to time
      during the Availability Period. The issuance of any Letter of Credit for the
      account of an Unrestricted Subsidiary shall be deemed to constitute an
      Investment in an Unrestricted Subsidiary pursuant to Section 6.04(c) or
      Section 6.04(g) or, if applicable, Section 6.04(p), as the case may
      be, in each case in the stated amount of such Letter of Credit.

     

    (b)
        Notice
      of Issuance, Amendment, Renewal, Extension; Certain Conditions.
      To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit), a Borrower shall hand deliver
      or
      telecopy (or transmit by electronic communication, if arrangements for doing
      so
      have been approved by the Issuing Bank) to the Issuing Bank and the
      Administrative Agent (reasonably in advance of the requested date of issuance,
      amendment, renewal or extension) a notice requesting the issuance of a Letter
      of
      Credit, or identifying the Letter of Credit to be amended, renewed or extended,
      and specifying the date of issuance, amendment, renewal or extension (which
      shall be a Business Day), the date on which such Letter of Credit is to expire
      (which shall comply with paragraph (c) of this Section), the amount of such
      Letter of Credit, the name and address of the beneficiary thereof and such
      other
      information as shall be necessary to prepare, amend, renew or extend such Letter
      of Credit. A Letter of Credit shall be issued, amended, renewed or extended
      only
      if (and upon issuance, amendment, renewal or extension of each Letter of Credit
      the Borrowers shall be deemed to represent and warrant that), after giving
      effect to such issuance, amendment, renewal or extension (i) the LC
      Exposure shall not exceed $100,000,000, (ii) the Unrestricted Subsidiary LC
      Exposure shall not exceed $10,000,000 and (iii) the total Exposures shall
      not exceed the total Commitments. On and after the Initial Borrowing
      Availability Date, the Existing Letters of Credit shall be deemed to be Letters
      of Credit issued under this Agreement.

     

    (c)
        Expiration
      Date.
      Each
      Letter of Credit shall expire at or prior to the close of business on the
      earlier of (i) the date one year after the date of the issuance of such
      Letter of Credit (or, in the case of any renewal or extension thereof, one
      year
      after such renewal or extension) and (ii) the date that is five Business
      Days prior to the Maturity Date.

     

    (d)
        Participations.
      By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      the amount thereof) and without any further action on the part of the Issuing
      Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each
      Lender hereby acquires from the Issuing Bank, a participation in such Letter
      of
      Credit equal to such Lender’s Applicable Percentage of the aggregate amount
      available to be drawn under such Letter of Credit. In consideration and in
      furtherance of the foregoing, each Lender hereby absolutely and unconditionally
      agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
      such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing
      Bank and not reimbursed by the Borrowers on the date due as provided in
      paragraph (e) of this Section, or of any reimbursement payment required to
      be
      refunded to either Borrower for any reason. Each Lender acknowledges and agrees
      that its obligation to acquire participations pursuant to this paragraph in
      respect of Letters of Credit is absolute and unconditional and shall not be
      affected by any circumstance whatsoever, including any amendment, renewal or
      extension of any Letter of Credit or the occurrence and continuance of a Default
      or reduction or termination of the Commitments, and that each such payment
      shall
      be made without any offset, abatement, withholding or reduction whatsoever.
      On
      the Initial Borrowing Availability Date, the Issuing Bank shall be deemed,
      without further action by any party hereto, to have granted to each Lender
      and
      each Lender shall have been deemed to have purchased from the Issuing Bank
      a
      participation in each Existing Letter of Credit in accordance with this
      paragraph.

     

    (e)
        Reimbursement.
      If the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      the Borrower that shall have requested such Letter of Credit (a “Requesting
      Borrower”)
      shall
      reimburse such LC Disbursement by paying to the Administrative Agent an amount
      equal to such LC Disbursement not later than 2:00 p.m., New York City time,
      on
      the date that such LC Disbursement is made, if such Requesting Borrower shall
      have received notice of such LC Disbursement prior to 10:00 a.m., New York
      City
      time, on such date, or, if such notice has not been received by such Requesting
      Borrower prior to such time on such date, then not later than (i) 2:00 p.m.,
      New
      York City time, on the Business Day that such Requesting Borrower receives
      such
      notice, if such notice is received prior to 10:00 a.m., New York City time
      on
      the day of receipt, or (ii) 12:00 noon, New York City time, on the Business
      Day
      immediately following the day that such Requesting Borrower receives such
      notice, if such notice is not received prior to 10:00 a.m., New York City time,
      on the day of receipt; provided
      that
      such Requesting Borrower may, subject to the conditions to borrowing set forth
      herein, request in accordance with Section 2.03 that such payment be financed
      with a Borrowing in an equivalent amount and, to the extent so financed, such
      Requesting Borrower’s obligation to make such payment shall be discharged and
      replaced by the resulting Borrowing. If a Requesting Borrower fails to make
      such
      a payment when due, the Administrative Agent shall notify each Lender of the
      applicable LC Disbursement, the payment then due from such Requesting Borrower
      in respect thereof and such Lender’s Applicable Percentage thereof. Promptly
      following receipt of such notice, each Lender shall pay to the Administrative
      Agent its Applicable Percentage of the payment then due from such Requesting
      Borrower, in the same manner as provided in Section 2.04 with respect to
      Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis,
      to the
      payment obligations of the Lenders), and the Administrative Agent shall promptly
      pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
      following receipt by the Administrative Agent of any payment from a Requesting
      Borrower pursuant to this paragraph, the Administrative Agent shall distribute
      such payment to the Issuing Bank or, to the extent that the Lenders have made
      payments pursuant to this paragraph to reimburse the Issuing Bank, then to
      such
      Lenders and the Issuing Bank as their interests may appear. Any payment made
      by
      a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
      Disbursement (other than the funding of Loans as contemplated above) shall
      not
      constitute a Loan and shall not relieve the applicable Requesting Borrower
      of
      its obligation to reimburse such LC Disbursement.

     

    (f)
        Obligations
      Absolute.
      The
      Borrowers’ obligation to reimburse LC Disbursements as provided in
      paragraph (e) of this Section shall be absolute, unconditional and
      irrevocable, and shall be performed strictly in accordance with the terms of
      this Agreement under any and all circumstances whatsoever and irrespective
      of
      (i) any lack of validity or enforceability of any Letter of Credit or this
      Agreement, or any term or provision therein, (ii) any draft or other document
      presented under a Letter of Credit proving to be forged, fraudulent or invalid
      in any respect or any statement therein being untrue or inaccurate in any
      respect, (iii) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply with the terms
      of
      such Letter of Credit, or (iv) any other event or circumstance whatsoever,
      whether or not similar to any of the foregoing, that might, but for the
      provisions of this Section, constitute a legal or equitable discharge of, or
      provide a right of setoff against, the Borrowers’ obligations hereunder. Neither
      the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
      Related Parties, shall have any liability or responsibility by reason of or
      in
      connection with the issuance or transfer of any Letter of Credit or any payment
      or failure to make any payment thereunder (irrespective of any of the
      circumstances referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft, notice
      or
      other communication under or relating to any Letter of Credit (including any
      document required to make a drawing thereunder), any error in interpretation
      of
      technical terms or any consequence arising from causes beyond the control of
      the
      Issuing Bank; provided
      that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      the Borrowers to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by the Borrowers to the
      extent permitted by applicable law) suffered by the Borrowers that are caused
      by
      the Issuing Bank’s failure to exercise care when determining whether drafts and
      other documents presented under a Letter of Credit comply with the terms
      thereof. The parties hereto expressly agree that, in the absence of gross
      negligence or wilful misconduct on the part of the Issuing Bank (as finally
      determined by a court of competent jurisdiction), the Issuing Bank shall be
      deemed to have exercised care in each such determination. In furtherance of
      the
      foregoing and without limiting the generality thereof, the parties agree that,
      with respect to documents presented which appear on their face to be in
      substantial compliance with the terms of a Letter of Credit, the Issuing Bank
      may, in its sole discretion, either accept and make payment upon such documents
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary, or refuse to accept and make payment upon such
      documents if such documents are not in strict compliance with the terms of
      such
      Letter of Credit.

     

    (g)
        Disbursement
      Procedures.
      The
      Issuing Bank shall, promptly following its receipt thereof, examine all
      documents purporting to represent a demand for payment under a Letter of Credit.
      The Issuing Bank shall promptly notify the Administrative Agent and the
      Requesting Borrower by telephone (confirmed by telecopy) of such demand for
      payment and whether the Issuing Bank has made or will make an LC Disbursement
      thereunder; provided
      that any
      failure to give or delay in giving such notice shall not relieve the Requesting
      Borrower of its obligation to reimburse the Issuing Bank and the Lenders with
      respect to any such LC Disbursement.

     

    (h)
        Interim
      Interest.
      If the
      Issuing Bank shall make any LC Disbursement, then, unless the Requesting
      Borrower shall reimburse such LC Disbursement in full on the date such LC
      Disbursement is made, the unpaid amount thereof shall bear interest, for each
      day from and including the date such LC Disbursement is made to but excluding
      the date that the Requesting Borrower reimburses such LC Disbursement, at the
      rate per annum then applicable to ABR Loans; provided
      that, if
      the Requesting Borrower fails to reimburse such LC Disbursement when due
      pursuant to paragraph (e) of this Section, then Section 2.12(c) shall
      apply. Interest accrued pursuant to this paragraph shall be for the account
      of
      the Issuing Bank, except that interest accrued on and after the date of payment
      by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing
      Bank shall be for the account of such Lender to the extent of such
      payment.

     

    (i)
        Replacement
      of the Issuing Bank.
      The
      Issuing Bank may be replaced at any time by written agreement among the
      Borrowers, the Administrative Agent, the replaced Issuing Bank and the successor
      Issuing Bank. The Administrative Agent shall notify the Lenders of any such
      replacement of the Issuing Bank. At the time any such replacement shall become
      effective, the Borrowers shall pay all unpaid fees accrued for the account
      of
      the replaced Issuing Bank pursuant to Section 2.11(b). From and after the
      effective date of any such replacement, (i) the successor Issuing Bank shall
      have all the rights and obligations of the Issuing Bank under this Agreement
      with respect to Letters of Credit to be issued thereafter and (ii) references
      herein to the term “Issuing Bank” shall be deemed to refer to such successor or
      to any previous Issuing Bank, or to such successor and all previous Issuing
      Banks, as the context shall require. After the replacement of an Issuing Bank
      hereunder, the replaced Issuing Bank shall remain a party hereto and shall
      continue to have all the rights and obligations of an Issuing Bank under this
      Agreement with respect to Letters of Credit issued by it prior to such
      replacement, but shall not be required to issue additional Letters of
      Credit.

     

    (j)
        Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing or if the Borrowers are required
      to provide cash collateral pursuant to Section 2.10(b), on the Business Day
      that the Borrowers receive notice from the Administrative Agent or the Required
      Lenders (or, if the maturity of the Loans has been accelerated, Lenders with
      LC
      Exposure representing not less than 51% of the total LC Exposure) demanding
      the
      deposit of cash collateral pursuant to this paragraph, the Borrowers shall
      deposit in an account with the Administrative Agent, in the name of the
      Administrative Agent and for the benefit of the Lenders, an amount in cash
      equal
      to the LC Exposure as of such date plus any accrued and unpaid interest thereon;
      provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, (i) upon the occurrence of any Event of Default with
      respect to either Borrower described in clause (g) or (h) of
      Article VII or (ii) upon the occurrence of the circumstances described in
      Section 2.10(b). Each such deposit shall be held by the Administrative Agent
      as
      collateral for the payment and performance of the obligations of the Borrowers
      under this Agreement, and the Borrowers hereby grant the Lenders a security
      interest in all funds and investments in such account to secure such
      obligations. The Administrative Agent shall have exclusive dominion and control,
      including the exclusive right of withdrawal, over such account. Other than
      any
      interest earned on the investment of such deposits, which investments shall
      be
      made at the option and sole discretion of the Administrative Agent and at the
      Borrowers’ risk and expense, such deposits shall not bear interest. Interest or
      profits, if any, on such investments shall accumulate in such account. Moneys
      in
      such account shall be applied by the Administrative Agent to reimburse the
      Issuing Bank for LC Disbursements for which it has not been reimbursed and,
      to
      the extent not so applied, shall be held for the satisfaction of the
      reimbursement obligations of the Borrower for the LC Exposure at such time
      or,
      if the maturity of the Loans has been accelerated (but subject to the consent
      of
      Lenders with LC Exposure representing not less than 51% of the total LC
      Exposure), be applied to satisfy other obligations of the Borrowers under this
      Agreement. If the Borrowers are required to provide an amount of cash collateral
      hereunder as a result of the occurrence of an Event of Default, such amount
      (to
      the extent not applied as aforesaid) shall be returned to the Borrowers within
      three Business Days after all Events of Default have been cured or
      waived.

     

    SECTION
      2.06.   Interest
      Elections. (a)
      Each
      Borrowing initially shall be of the Type specified in the applicable Borrowing
      Request and, in the case of a Eurodollar Borrowing, shall have an initial
      Interest Period as specified in such Borrowing Request. Thereafter, the
      applicable Borrower may elect to convert such Borrowing to a different Type
      or
      to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
      elect
      Interest Periods therefor, all as provided in this Section. A Borrower may
      elect
      different options with respect to different portions of the affected Borrowing,
      in which case each such portion shall be allocated ratably among the Lenders
      holding the Loans comprising such Borrowing, and the Loans comprising each
      such
      portion shall be considered a separate Borrowing.

     

    (b)
        To
      make
      an election pursuant to this Section, the applicable Borrower shall notify
      the
      Administrative Agent of such election by telephone by the time that a Borrowing
      Request would be required under Section 2.03 if such Borrower were
      requesting a Borrowing of the Type resulting from such election to be made
      on
      the effective date of such election. Each such telephonic Interest Election
      Request shall be irrevocable and shall be confirmed promptly by hand delivery
      or
      telecopy to the Administrative Agent of a written Interest Election Request
      in a
      form approved by the Administrative Agent and signed by the applicable
      Borrower.

     

    (c)
        Each
      telephonic and written Interest Election Request shall specify the following
      information in compliance with Section 2.02 (including with respect to
      minimum amounts and borrowing multiples relating to any resulting
      Borrowing):

     

    (i)  the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, the
      portions thereof to be allocated to each resulting Borrowing (in which case
      the
      information to be specified pursuant to clauses (iii) and (iv) below
      shall be specified for each resulting Borrowing);

     

    (ii)  the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iii)  whether
      the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
      and

     

    (iv)  if
      the
      resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
      applicable thereto after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest Period”.

     

    If
      any
      such Interest Election Request requests a Eurodollar Borrowing but does not
      specify an Interest Period, then the applicable Borrower shall be deemed to
      have
      selected an Interest Period of one month’s duration.

     

    (d)
        Promptly
      following receipt of an Interest Election Request with respect to a Borrowing,
      the Administrative Agent shall advise each Lender of the details thereof and
      of
      such Lender’s portion of each resulting Borrowing.

     

    (e)
        If
      the
      applicable Borrower fails to deliver a timely Interest Election Request with
      respect to a Eurodollar Borrowing prior to the end of the Interest Period
      applicable thereto, then, unless such Borrowing is repaid as provided herein,
      at
      the end of such Interest Period such Borrowing shall be converted to an ABR
      Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
      has occurred and is continuing and the Administrative Agent, at the request
      of
      the Required Lenders, so notifies the Borrowers, then, so long as an Event
      of
      Default is continuing (i) no outstanding Borrowing may be converted to or
      continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
      Borrowing shall be converted to an ABR Borrowing at the end of the Interest
      Period applicable thereto.

     

    SECTION
      2.07.   Termination
      and Reduction of Commitments; Increase in Commitments. (a)
      Unless
      previously terminated, the Commitments shall terminate on the Maturity
      Date.

     

    (b)
        FCX
      may
      at any time terminate, or from time to time reduce, the Commitments;
provided
      that
      (i) each reduction of the Commitments is an integral multiple of $1,000,000
      and not less than $5,000,000 and (ii) FCX shall not terminate or reduce the
      Commitments if, after giving effect to any concurrent prepayment of Loans and
      provision of cash collateral, in each case in accordance with
      Section 2.10(b), the aggregate Exposures (excluding the LC Exposure with
      respect to which cash collateral has been provided in accordance with Section
      2.10(b)) would exceed the total Commitments.

     

    (c)
        FCX
      shall
      notify the Administrative Agent of any election to terminate or reduce the
      Commitments under paragraph (b) of this Section, at least three Business
      Days prior to the effective date of such termination or reduction, specifying
      such election or reduction and the effective date thereof. Promptly following
      receipt of any notice, the Administrative Agent shall advise the Lenders of
      the
      contents thereof. Each notice delivered by FCX pursuant to this Section shall
      be
      irrevocable; provided
      that a
      notice of termination of the Commitments delivered by FCX may state that such
      notice is conditioned upon the effectiveness of other financings, in which
      case
      such notice may be revoked by FCX (by notice to the Administrative Agent on
      or
      prior to the specified effective date) if such condition is not satisfied.
      Any
      termination or reduction of the Commitments shall be permanent. Each reduction
      of the Commitments shall be made ratably among the Lenders in accordance with
      the amounts of their Commitments.

     

    (d)
        The
      Borrowers may, by written notice to the Administrative Agent, executed by the
      Borrowers and one or more financial institutions in their discretion (any such
      financial institution referred to in this Section being called an “Increasing
      Lender”),
      which
      may include any Lender, cause Commitments to be extended by the Increasing
      Lenders (or cause the Commitments of the Increasing Lenders that are already
      Lenders to be increased, as the case may be) (a “Commitment
      Increase”)
      in an
      amount for each Increasing Lender set forth in such notice; provided,
      however,
      that
      (a) the aggregate amount of all new Commitments and increases in existing
      Commitments pursuant to this paragraph during the term of this Agreement,
      together with the Commitments existing on the Effective Date, shall in no event
      exceed $500,000,000, (b) each Increasing Lender, if not already a Lender
      hereunder, shall be subject to the approval of the Administrative Agent (which
      approval shall not be unreasonably withheld), (c) each Increasing Lender
      already a party hereto shall deliver to the Administrative Agent confirmation
      in
      writing satisfactory to the Administrative Agent as to its increased Commitment
      and (d) each Increasing Lender, if not already a Lender hereunder, (i)
      shall become a party to this Agreement by completing and delivering to the
      Administrative Agent a duly executed accession agreement in a form satisfactory
      to the Administrative Agent and the Borrowers (an “Accession
      Agreement”)
      and
      (ii) shall complete and deliver to the Administrative Agent a completed
      Administrative Questionnaire. New Commitments and increases in Commitments
      pursuant to this Section shall become effective on the date specified in the
      applicable notices delivered pursuant to this Section (each an “Increase
      Date”).
      Upon
      the effectiveness of any Accession Agreement to which any Increasing Lender
      not
      already a Lender hereunder is a party, such Increasing Lender shall thereafter
      be deemed to be a party to this Agreement and shall be entitled to all rights,
      benefits and privileges accorded a Lender hereunder and subject to all
      obligations of a Lender hereunder and Schedule 2.01 shall be deemed to have
      been
      amended to reflect the Commitment of such Increasing Lender as provided in
      such
      Accession Agreement. Upon the effectiveness of any increase pursuant to this
      Section in the Commitment of a Lender already a party hereto, Schedule 2.01
      shall be deemed to have been amended to reflect the increased Commitment of
      such
      Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments
      (or in the Commitment of any Lender) shall become effective under this Section
      unless, on the applicable Increase Date, the Administrative Agent shall have
      received a certificate, dated as of the effective date of such increase and
      executed by a Financial Officer of each Borrower, to the effect that the
      conditions set forth in paragraphs (a) and (b) of Section 4.03 shall be
      satisfied (with all references in such paragraphs to a Borrowing being deemed
      to
      be references to such increase). On the applicable Increase Date of any
      extension of a new Commitment or increase of a Lender’s Commitment, each
      Increasing Lender shall pay to the Administrative Agent, in the same manner
      as
      provided in Section 2.04 with respect to Loans made by such Increasing Lender
      (and Section 2.04 shall apply, mutatis mutandis,
      to the
      payment obligations of each Increasing Lender), (x) in the case of an Increasing
      Lender not already a party hereto, an amount equal to such Increasing Lender’s
      ratable portion of the Borrowings then outstanding and the portion of the LC
      Exposure funded by the Lenders pursuant to Section 2.05(d) (in each case
      calculated based on its Commitment as a percentage of the aggregate Commitments
      outstanding after giving effect to the relevant Commitment Increase) or (y)
      in
      the case of an Increasing Lender already a party hereto, an amount equal to
      the
      excess of (1) such Increasing Lender’s ratable portion of the Borrowings then
      outstanding and the portion of the LC Exposure funded by the Lenders pursuant
      to
      Section 2.05(d) (in each case calculated based on its Commitment as a percentage
      of the aggregate Commitments outstanding after giving effect to the relevant
      Commitment Increase) over (2) such Increasing Lender’s ratable portion of
      the Borrowings then outstanding and the portion of the LC Exposure funded by
      the
      Lenders pursuant to Section 2.05(d) (in each case calculated based on its
      Commitment (without giving effect to the relevant Commitment Increase) as a
      percentage of the aggregate Commitments (without giving effect to the relevant
      Commitment Increase)). After the Administrative Agent’s receipt of such funds
      from each Increasing Lender, the Administrative Agent will promptly thereafter
      cause to be distributed like funds to the other Lenders in an amount to each
      other Lender such that the aggregate amount of Borrowings owing to each Lender
      and such Lender’s share of the portion of the LC Exposure funded by the Lenders
      pursuant to Section 2.05(d) after giving effect to such distribution equals
      such
      Lender’s ratable portion of the Borrowings then outstanding and the portion of
      the LC Exposure funded by the Lenders pursuant to Section 2.05(d) (calculated
      based on its Commitment as a percentage of the aggregate Commitments outstanding
      after giving effect to the relevant Commitment Increase). At the request of
      either Borrower, the Administrative Agent or the Increasing Lender, each of
      the
      Borrowers, the Administrative Agent and the Increasing Lender shall enter into
      any amendments to the Security Documents or take any other actions for the
      purpose of naming the Increasing Lender as a Secured Party
      thereunder.

     

    SECTION
      2.08.   Repayment of
      Loans.
      Each
      Borrower hereby unconditionally promises to pay to the Administrative Agent
      on
      the Maturity Date, for the account of each Lender, the then unpaid principal
      amount of each Loan made to such Borrower.

     

    SECTION
      2.09.   Evidence
      of Debt. (a)
      Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrowers to such Lender resulting
      from each Loan made by such Lender, including the amounts of principal and
      interest payable and paid to such Lender from time to time
      hereunder.

     

    (b)
        The
      Administrative Agent shall maintain accounts in which it shall record
      (i) the amount of each Loan made hereunder, the Type thereof and the
      Interest Period applicable thereto, (ii) the amount of any principal or
      interest due and payable or to become due and payable from each Borrower to
      each
      Lender hereunder and (iii) the amount of any sum received by the
      Administrative Agent hereunder for the account of the Lenders and each Lender’s
      share thereof.

     

    (c)
        The
      entries made in the accounts maintained pursuant to paragraph (a)
      or (b) of this Section shall be prima facie
      evidence
      of the existence and amounts of the obligations recorded therein; provided
      that the
      failure of any Lender or the Administrative Agent to maintain such accounts
      or
      any error therein shall not in any manner affect the obligation of either
      Borrower to repay the Loans in accordance with the terms of this
      Agreement.

     

    (d)
        Any
      Lender may request that Loans made by it be evidenced by a promissory note.
      In
      such event, the Borrowers shall prepare, execute and deliver to such Lender
      a
      promissory note payable to the order of such Lender (or, if requested by such
      Lender, to such Lender and its registered assigns) and in a form approved by
      the
      Administrative Agent. Thereafter, the Loans evidenced by such promissory note
      and interest thereon shall at all times (including after assignment pursuant
      to
      Section 10.04) be represented by one or more promissory notes in such form
      payable to the order of the payee named therein (or, if such promissory note
      is
      a registered note, to such payee and its registered assigns).

     

    SECTION
      2.10.   Prepayment
      of Loans. (a)
      The
      Borrowers shall have the right at any time and from time to time to prepay
      any
      Borrowing in whole or in part, without premium or penalty, subject to the
      requirements of this Section and to the making of any payment required under
      Section 2.15.

     

    (b)
        In
      the
      event and on each occasion on or prior to the Maturity Date that the sum of
      the
      Exposures exceeds the total Commitments, the Borrowers shall prepay Borrowings
      in an aggregate amount equal to such excess; provided
      that if
      no Borrowings are outstanding and the LC Exposure exceeds the total Commitments,
      the Borrowers shall provide cash collateral in an aggregate amount equal to
      such
      excess in accordance with Section 2.05(j).

     

    (c)
        The
      applicable Borrower shall notify the Administrative Agent by telephone
      (confirmed by telecopy) of any prepayment hereunder (i) in the case of
      prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
      time, three Business Days before the date of prepayment or (ii) in the case
      of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
      time, on the date of prepayment. Each such notice shall be irrevocable and
      shall
      specify the prepayment date and the principal amount of each Borrowing or
      portion thereof to be prepaid; provided
      that, if
      a notice of optional prepayment is given in connection with a conditional notice
      of termination of the Commitments as contemplated by Section 2.07(c), then
      such notice of prepayment may be revoked if such notice of termination is
      revoked in accordance with Section 2.07(c). Promptly following receipt of
      any such notice, the Administrative Agent shall advise the Lenders of the
      contents thereof. Each partial prepayment of any Borrowing shall be in an amount
      that would be permitted in the case of an advance of a Borrowing of the same
      Type as provided in Section 2.02. Each prepayment of a Borrowing shall be
      applied ratably to the Loans included in the prepaid Borrowing. Prepayments
      shall be accompanied by accrued interest to the extent required by
      Section 2.12.

     

    SECTION
      2.11.   Fees. (a)
       The
      Borrowers agree to pay to the Administrative Agent for the account of each
      Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
      unused amount of the Commitment of such Lender during the period from and
      including the Effective Date to but excluding the date on which such Commitment
      terminates. Accrued commitment fees shall be payable in arrears on the last
      day
      of March, June, September and December of each year, and on the date on which
      the Commitments terminate, commencing on the first such date to occur after
      the
      date hereof. All commitment fees shall be computed on the basis of a year of
      360
      days and shall be payable for the actual number of days elapsed (including
      the
      first day but excluding the last day). For purposes of computing commitment
      fees, a Commitment of a Lender shall be deemed to be used to the extent of
      the
      outstanding Loans and LC Exposure of such Lender.

     

    (b)
        Each
      Borrower agrees to pay (i) to the Administrative Agent for the account of
      each Lender a participation fee with respect to each Lender’s participation in
      Letters of Credit requested by such Borrower, which shall accrue at the same
      Applicable Rate as interest on Eurodollar Loans on the average daily amount
      of
      such Lender’s LC Exposure (excluding any portion thereof attributable to
      unreimbursed LC Disbursements) during the period from and including the
      Effective Date to but excluding the later of the date on which such Lender’s
      Commitment terminates and the date on which such Lender ceases to have any
      LC
      Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
      at the rate or rates per annum separately agreed upon between the Borrowers
      and
      the Issuing Bank on the average daily amount of the LC Exposure (excluding
      any
      portion thereof attributable to unreimbursed LC Disbursements) during the period
      from and including the Effective Date to but excluding the later of the date
      of
      termination of the Commitments and the date on which there ceases to be any
      LC
      Exposure, as well as the Issuing Bank’s standard fees with respect to the
      issuance, amendment, renewal or extension of any Letter of Credit or processing
      of drawings thereunder. Participation fees and fronting fees accrued through
      and
      including the last day of March, June, September and December of each year
      shall
      be payable on the third Business Day following such last day, commencing on
      the
      first such date to occur after the Effective Date; provided
      that all
      such fees shall be payable on the date on which the Commitments terminate (and,
      if later, the date on which there ceases to be any Exposure) and any such fees
      accruing after the date on which the Commitments terminate shall be payable
      on
      demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
      shall be payable within 10 days after demand. All participation fees and
      fronting fees shall be computed on the basis of a year of 360 days and shall
      be
      payable for the actual number of days elapsed (including the first day but
      excluding the last day).

     

    (c)
        The
      Borrowers agree to pay to the Administrative Agent, for its own account, fees
      payable in the amounts and at the times separately agreed upon between the
      Borrowers and the Administrative Agent.

     

    (d)
        All
      fees
      payable hereunder shall be paid on the dates due, in immediately available
      funds, to the Administrative Agent (or to the Issuing Bank, in the case of
      fees
      payable to it) for distribution, in the case of commitment fees and
      participation fees, to the Lenders. Fees paid shall not be refundable under
      any
      circumstances.

     

    SECTION
      2.12.   Interest. (a)
      The
      Loans
      comprising each ABR Borrowing shall bear interest at the Alternate Base
      Rate plus the Applicable Rate.

     

    (b)
        The
      Loans
      comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate for
      the Interest Period in effect for such Borrowing plus the Applicable
      Rate.

     

    (c)
        Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by either Borrower hereunder is not paid when due, whether at
      stated maturity, upon acceleration or otherwise, such overdue amount shall
      bear
      interest, after as well as before judgment, at a rate per annum equal to
      (i) in the case of overdue principal of any Loan, 2% plus the rate
      otherwise applicable to such Loan as provided in the preceding paragraphs of
      this Section or (ii) in the case of any other amount, 2% plus the rate
      applicable to ABR Loans as provided in paragraph (a) of this
      Section.

     

    (d)
        Accrued
      interest on each Loan made to a Borrower shall be payable by such Borrower
      in
      arrears on each Interest Payment Date for each such Loan and upon termination
      of
      the Commitments; provided
      that
      (i) interest accrued pursuant to paragraph (c) of this Section shall
      be payable on demand, (ii) in the event of any repayment or prepayment of
      any Loan (other than a prepayment of an ABR Loan prior to the termination of
      the
      Commitments), accrued interest on the principal amount repaid or prepaid shall
      be payable on the date of such repayment or prepayment and (iii) in the
      event of any conversion of any Eurodollar Loan prior to the end of the current
      Interest Period therefor, accrued interest on such Loan shall be payable on
      the
      effective date of such conversion.

     

    (e)
        All
      interest hereunder shall be computed on the basis of a year of 360 days, except
      that interest computed by reference to the Alternate Base Rate at times when
      the
      Alternate Base Rate is based on the Prime Rate shall be computed on the basis
      of
      a year of 365 days (or 366 days in a leap year), and in each case shall be
      payable for the actual number of days elapsed (including the first day but
      excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall
      be determined by the Administrative Agent, and such determination shall be
      conclusive absent manifest error.

     

    SECTION
      2.13.   Alternate
      Rate of Interest.
      If prior
      to the commencement of any Interest Period for a Eurodollar
      Borrowing:

     

    (a)  the
      Administrative Agent determines (which determination shall be conclusive absent
      manifest error) that adequate and reasonable means do not exist for ascertaining
      the LIBO Rate for such Interest Period; or

     

    (b)  the
      Administrative Agent is advised by the Required Lenders that the LIBO Rate
      for
      such Interest Period will not adequately and fairly reflect the cost to such
      Lenders of making or maintaining their Loans included in such Borrowing for
      such
      Interest Period;

     

    then
      the
      Administrative Agent shall give notice thereof to the Borrowers and the Lenders
      by telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the Borrowers and the Lenders that the
      circumstances giving rise to such notice no longer exist, (i) any Interest
      Election Request that requests the conversion of any Borrowing to, or
      continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
      and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
      Borrowing shall be made as an ABR Borrowing.

     

    SECTION
      2.14.   Increased
      Costs. (a)
      If
      any
      Change in Law shall:

     

    (i)  impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by,
      any Lender (except any such reserve requirement reflected in Eurodollar Reserve
      Requirements) or the Issuing Bank; or

     

    (ii)  impose
      on
      any Lender or the Issuing Bank or the London interbank market any other
      condition affecting this Agreement or Eurodollar Loans made by such Lender
      or
      any Letter of Credit or participation therein;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Loan (or of maintaining its obligation
      to
      make any such Loan) or to increase the cost to such Lender or the Issuing Bank
      of participating in, issuing or maintaining any Letter of Credit or to reduce
      the amount of any sum received or receivable by such Lender or the Issuing
      Bank
      hereunder (whether of principal, interest or otherwise), in each case by or
      in
      an amount which such Lender in its sole judgment deems material in the context
      of this Agreement and its Loans or participations in Letters of Credit
      hereunder, then the relevant Borrower will pay to such Lender or the Issuing
      Bank, as the case may be, such additional amount or amounts as will compensate
      such Lender or the Issuing Bank, as the case may be, for such additional costs
      incurred or reduction suffered.

     

    (b)
        If
      any
      Lender shall give notice to the Administrative Agent and the Borrowers at any
      time to the effect that Eurodollar Reserve Requirements are, or are scheduled
      to
      become, effective and that such Lender is or will be generally subject to such
      Eurodollar Reserve Requirements as a result of which such Lender will incur
      additional costs, then such Lender shall, for each day from the later of the
      date of such notice and the date on which such Eurodollar Reserve Requirements
      become effective, be entitled to additional interest on each Eurodollar Loan
      made by it at a rate per annum determined for such day (rounded upward, if
      necessary, to the nearest 100th of 1%) equal to the remainder obtained by
      subtracting (i) the LIBO Rate for such Eurodollar Loan from (ii) the
      rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus
      the
      then-applicable Eurodollar Reserve Requirements. Such additional interest will
      be payable in arrears to the Administrative Agent, for the account of such
      Lender, on each Interest Payment Date relating to such Eurodollar Loan and
      on
      any other date when interest is required to be paid hereunder with respect
      to
      such Loan. Any Lender which gives notice under this paragraph (b) shall promptly
      withdraw such notice (by written notice of withdrawal given to the
      Administrative Agent and the Borrowers) in the event Eurodollar Reserve
      Requirements cease to apply to it or the circumstances giving rise to such
      notice otherwise cease to exist.

     

    (c)
        If
      any
      Lender or the Issuing Bank determines that any Change in Law regarding capital
      requirements has or would have the effect of reducing the rate of return on
      such
      Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the
      Issuing Bank’s holding company, if any, as a consequence of this Agreement or
      the Loans made by, or participations in Letters of Credit held by, such Lender
      or the Letters of Credit issued by the Issuing Bank, to a level below that
      which
      such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
      company could have achieved but for such Change in Law (taking into
      consideration such Lender’s or the Issuing Bank’s policies and the policies of
      such Lender’s or the Issuing Bank’s holding company with respect to capital
      adequacy), by an amount which such Lender in its sole judgment deems to be
      material in the context of this Agreement and its Loans, Commitments and
      participations in Letters of Credit hereunder, then from time to time the
      Borrowers will pay to such Lender or the Issuing Bank, as the case may be,
      such
      additional amount or amounts as will compensate such Lender or the Issuing
      Bank
      or such Lender’s or the Issuing Bank’s holding company for any such reduction
      suffered.

     

    (d)
        A
      certificate of a Lender or the Issuing Bank setting forth the amount or amounts
      necessary to compensate such Lender or the Issuing Bank or its holding company,
      as the case may be, as specified in paragraph (a) or (c) of this
      Section shall be delivered to the Borrowers and shall be conclusive absent
      manifest error. The Borrowers (or the Borrower in respect of the Loan or Letter
      of Credit, if any, to which such compensation request is attributable) shall
      pay
      such Lender the amount shown as due on any such certificate within 10 days
      after receipt thereof.

     

    (e)
        Failure
      or delay on the part of any Lender to demand compensation pursuant to this
      Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s
      right to demand such compensation; provided
      that the
      Borrowers shall not be required to compensate a Lender or the Issuing Bank
      pursuant to this Section for any increased costs or reductions incurred more
      than 180 days prior to the date that such Lender or the Issuing Bank, as
      the case may be, notifies the Borrowers of the Change in Law giving rise to
      such
      increased costs or reductions and of such Lender’s or the Issuing Bank’s
      intention to claim compensation therefor; provided
      further
      that, if
      the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 180-day period referred to above shall be extended to
      include the period of retroactive effect thereof.

     

    SECTION
      2.15.   Break
      Funding Payments.
      In the
      event of (a) the payment of any principal of any Eurodollar Loan to a
      Borrower other than on the last day of an Interest Period applicable thereto
      (including as a result of an Event of Default), (b) the conversion of any
      Eurodollar Loan to a Borrower other than on the last day of the Interest Period
      applicable thereto, (c) the failure by a Borrower to borrow, convert,
      continue or prepay any Eurodollar Loan on the date specified in any notice
      delivered pursuant hereto (regardless of whether such notice may be revoked
      under Section 2.10(c) and is revoked in accordance therewith), or
      (d) the assignment of any Eurodollar Loan to a Borrower other than on the
      last day of the Interest Period applicable thereto as a result of a request
      by
      the Borrowers pursuant to Section 2.18, then, in any such event, such
      Borrower shall compensate each Lender for the loss, cost and expense
      attributable to such event. Such loss, cost or expense to any Lender shall
      be
      deemed to include an amount determined by such Lender to be the excess, if
      any,
      of (i) the amount of interest which would have accrued on the principal
      amount of such Loan had such event not occurred, at the LIBO Rate that would
      have been applicable to such Loan, for the period from the date of such event
      to
      the last day of the then current Interest Period therefor (or, in the case
      of a
      failure to borrow, convert or continue, for the period that would have been
      the
      Interest Period for such Loan), over (ii) the amount of interest which
      would accrue on such principal amount for such period at the interest rate
      which
      such Lender would bid were it to bid, at the commencement of such period, for
      dollar deposits of a comparable amount and period from other banks in the
      eurodollar market. A certificate of any Lender setting forth any amount or
      amounts that such Lender is entitled to receive pursuant to this Section shall
      be delivered to the Borrowers and shall be conclusive absent manifest error.
      The
      relevant Borrower shall pay such Lender the amount shown as due on any such
      certificate within 10 days after receipt thereof.

     

    SECTION
      2.16.   Taxes. (a)
      Any
      and
      all payments by or on account of any obligation of either Borrower hereunder
      or
      under any other Loan Document shall be made free and clear of and without
      deduction for any Indemnified Taxes or Other Taxes; provided
      that if
      either Borrower shall be required to deduct any Indemnified Taxes or Other
      Taxes
      from such payments, then (i) the sum payable shall be increased as
      necessary so that after making all required deductions (including deductions
      applicable to additional sums payable under this Section) the Administrative
      Agent, Lender or Issuing Bank (as the case may be) receives an amount equal
      to
      the sum it would have received had no such deductions been made, (ii) such
      Borrower shall make such deductions and (iii) such Borrower shall pay the
      full amount deducted to the relevant Governmental Authority in accordance with
      applicable law.

     

    (b)
        In
      addition, each Borrower shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable law.

     

    (c)
        Each
      Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
      Bank, within 10 days after written demand therefor, for the full amount of
      any
      Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
      or the Issuing Bank, as the case may be, on or with respect to any payment
      by or
      on account of any obligation of a Borrower hereunder or under any other Loan
      Document (including Indemnified Taxes or Other Taxes imposed or asserted on
      or
      attributable to amounts payable under this Section) and any penalties, interest
      and reasonable expenses arising therefrom or with respect thereto, whether
      or
      not such Indemnified Taxes or Other Taxes were correctly or legally imposed
      or
      asserted by the relevant Governmental Authority. A certificate as to the amount
      of such payment or liability delivered to a Borrower by a Lender or the Issuing
      Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender
      or the Issuing Bank, shall be conclusive absent manifest error.

     

    (d)
        As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by either
      Borrower to a Governmental Authority, such Borrower shall deliver to the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Authority evidencing such payment, a copy of the return
      reporting such payment or other evidence of such payment reasonably satisfactory
      to the Administrative Agent.

     

    (e)
        Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which either Borrower is located,
      or
      any treaty to which such jurisdiction is a party, with respect to payments
      under
      this Agreement shall deliver to the applicable Borrower (with a copy to the
      Administrative Agent), at the time or times prescribed by applicable law, such
      properly completed and executed documentation prescribed by applicable law
      or
      reasonably requested by such Borrower as will permit such payments to be made
      without withholding or at a reduced rate, provided that such Foreign Lender
      has
      received written notice from such Borrower advising it of the availability
      of
      such exemption or reduction and supplying all applicable
      documentation.

     

    (f)
        PTFI
      shall pay to the relevant Governmental Authority when due all Indonesian Taxes
      in accordance with applicable law.

     

    (g)
        PTFI
      shall indemnify the Administrative Agent, the FI Trustee, each Lender (or
      permitted assignee or Participant) and the Issuing Bank against, and shall
      reimburse the Administrative Agent, the FI Trustee, each Lender (or permitted
      assignee or Participant) and the Issuing Bank upon demand for, the full amount
      of any Indonesian Taxes paid by the Administrative Agent, the FI Trustee, such
      Lender (or permitted assignee or Participant) or the Issuing Bank, and any
      loss,
      liability, claim or expense (including interest, penalties, fines, surcharges
      and legal fees) which the Administrative Agent, the FI Trustee, such Lender
      (or
      permitted assignee or Participant) or the Issuing Bank may incur at any time
      arising out of or in connection with any failure of PTFI to make any payments
      of
      Indonesian Taxes, whether or not such Indonesian Taxes were correctly or legally
      imposed or asserted by the relevant Governmental Authority; provided,
      however,
      that no
      permitted assignee or Participant of any Lender shall be entitled to receive
      any
      greater payment under this Section than such Lender would have been entitled
      to
      receive with respect to the rights assigned, participated or otherwise
      transferred unless such assignment, participation or transfer shall have been
      made at a time when the circumstances giving rise to such greater payment did
      not exist. A certificate as to the amount of such payment or liability delivered
      to PTFI by a Lender (or permitted assignee or Participant), the FI Trustee,
      the
      Issuing Bank or the Administrative Agent on its behalf, absent manifest error,
      shall be final, conclusive and binding for all purposes. Such indemnification
      shall be made within 30 days after the date the Lender (or permitted
      assignee or Participant), the FI Trustee, the Issuing Bank or the Administrative
      Agent, as the case may be, makes written demand therefor.

     

    (h)
        Except
      as
      otherwise expressly provided in paragraph (k) below, all payments on account
      of
      the principal of or interest on the Loans made to PTFI, any promissory notes
      of
      PTFI issued hereunder and all other amounts payable by PTFI to or for the
      account of any Lender (or permitted assignee or Participant), the Issuing Bank
      or the Administrative Agent hereunder (including amounts payable under
      Section 2.16(f) or 2.16(g)) or to or for the FI Trustee under the FI
      Security Documents and to any of them under any other Loan Document shall be
      made free and clear of and without reduction by reason of any Indonesian Taxes
      all of which shall be for the account of and paid in full when due by PTFI.
      In
      the event that PTFI is required by any applicable law, decree or regulation
      to
      deduct or withhold Indonesian Taxes from any amounts payable on, under or in
      respect of this Agreement, any other Loan Document or any promissory note issued
      hereunder, PTFI shall make the required deduction or withholding, promptly
      pay
      the amount of such Indonesian Taxes to the appropriate taxing authorities and
      pay to the Administrative Agent such additional amounts as may be required,
      after the deduction or withholding of Indonesian Taxes (including deductions
      applicable to additional sums payable under this Section 2.16), to enable
      each Lender (or permitted assignee or Participant), the Issuing Bank, the FI
      Trustee or the Administrative Agent to receive from PTFI on the due date
      thereof, an amount equal to the full amount stated to be payable to such Lender
      (or permitted assignee or Participant), the Issuing Bank, the FI Trustee or
      the
      Administrative Agent under this Agreement, any other applicable Loan Document
      or
      any promissory note issued hereunder.

     

    (i)
        Without
      in any way affecting PTFI’s obligations under the other provisions of this
      Section 2.16, PTFI shall furnish to the Administrative Agent the originals
      or certified copies of all tax receipts issued by the relevant taxing authority
      in respect of each payment, deduction or withholding of Indonesian Taxes
      required to be made by applicable laws or regulations, as soon as practicable
      and in any event not later than 90 days after the date on which such
      payment is made, and PTFI shall, at the request of any Lender (or permitted
      assignee or Participant), the Issuing Bank, the FI Trustee or the Administrative
      Agent, promptly furnish to such Lender (or permitted assignee or Participant),
      the Issuing Bank, the FI Trustee or the Administrative Agent any other
      information, documents and receipts that such Lender (or permitted assignee
      or
      Participant), the Issuing Bank, the FI Trustee or the Administrative Agent
      may
      require to establish to its satisfaction that full and timely payment has been
      made of all Indonesian Taxes required to be paid hereunder.

     

    (j)
        PTFI
      will
      notify the Lenders (through the Administrative Agent) promptly upon becoming
      aware of the application or imposition, or scheduled future application or
      imposition, of Indonesian Taxes; and each Lender (if not theretofore notified
      by
      PTFI) will notify PTFI of any such application or imposition which becomes
      known
      to its officers then supervising the Loans of such Lender hereunder as part
      of
      their normal duties, and of any change of its lending office or establishment
      or
      closing of a branch in Indonesia by such Lender which would give rise to the
      application or imposition of Indonesian Taxes.

     

    (k)
        Each
      Lender (or permitted assignee or Participant) having its principal office and
      applicable lending office outside of Indonesia (a “Non-Indonesian
      Lender”)
      shall
      use reasonably diligent efforts to deliver to PTFI appropriate forms, duly
      completed, evidencing such Non-Indonesian Lender’s entitlement (if any) under
      any applicable tax treaty to a reduced rate of withholding of Indonesian Taxes
      with respect to payments of interest on Loans of such Non-Indonesian Lender
      (which, in the case of any Non-Indonesian Lender that is organized under the
      laws of the United States or any State thereof including the District of
      Columbia, shall be Internal Revenue Service Form 6166 (or any successor
      form thereto)) on or prior to the 90th day following (A) the date hereof or
      (B) in the case of any such Non-Indonesian Lender that is a permitted
      assignee or Participant, the date such Non-Indonesian Lender becomes a permitted
      assignee or Participant; provided
      that in
      the event a Non-Indonesian Lender is a disregarded entity for United States
      federal income tax purposes, such Form 6166 shall be delivered by such Lender’s
      parent. Following delivery by a Non-Indonesian Lender to PTFI of the appropriate
      form referenced in the preceding sentence of this Section 2.16(k), duly
      completed, PTFI is authorized to file such form with the appropriate Indonesian
      taxing authorities in order to obtain a reduced rate of withholding of
      Indonesian Taxes with respect to payments of interest on Loans of such
      Non-Indonesian Lender.

     

    Each
      Non-Indonesian Lender shall use reasonably diligent efforts to deliver to PTFI
      such certificates, forms or other documents as may be necessary under any other
      provision of applicable law (including any amendment, modification or supplement
      to Form 6166 or such analogous form referred to in the second preceding
      sentence) to reduce the withholding rate of Indonesian Taxes with respect to
      payments of interest on Loans of such Non-Indonesian Lender on or by the 90th
      day following the date on which PTFI shall have delivered to such Non-Indonesian
      Lender written notice of the existence of such provision of applicable law
      together with a copy thereof (accompanied by a verified English translation
      if
      such provision of applicable law is not in English); provided,
      however,
      that
      such Non-Indonesian Lender shall not be required to deliver any such
      certificate, form or other document that would, in the reasonable judgment
      of
      such Non-Indonesian Lender, be otherwise disadvantageous to such Non-Indonesian
      Lender; and provided further
      that
      such Non-Indonesian Lender shall have no obligation to deliver any such
      certificates, forms or other documents that it is not legally able to deliver
      or
      with respect to information deemed by such Non-Indonesian Lender to be
      confidential or proprietary.

     

    If
      any
      Non-Indonesian Lender shall have failed to comply with the requirements of
      this
      Section 2.16(k) and the effect of such failure is to cause the rate of
      withholding of Indonesian Taxes with respect to payments of interest on such
      Non-Indonesian Lender’s Loans to be higher than that which would have been
      applicable had such certificates, forms or other documents been delivered to
      the
      applicable Indonesian taxing authority, then any withholding tax indemnity
      payment to any such Non-Indonesian Lender by PTFI pursuant to this
      Section 2.16 shall be computed as if such certificates, forms or other
      documents had been so delivered.

     

    (l)
        Nothing
      contained in this Section 2.16 shall require the Administrative Agent, the
      FI
      Trustee, the Issuing Bank or any Lender (or permitted assignee or Participant)
      to make available any of its income tax returns or any other information that
      it
      deems to be confidential or proprietary.

     

    SECTION
      2.17.   Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs. (a)
      Each
      Borrower shall make each payment required to be made by it hereunder or under
      any other Loan Document (whether of principal, interest, fees or reimbursements
      of LC Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16
      or otherwise) prior to the time expressly required hereunder or under such
      other
      Loan Document for such payment (or, if no such time is expressly required,
      prior
      to 12:00 noon, New York City time), on the date when due, in immediately
      available funds, without set-off or counterclaim. Any amounts received after
      such time on any date may, in the discretion of the Administrative Agent, be
      deemed to have been received on the next succeeding Business Day for purposes
      of
      calculating interest thereon. All such payments shall be made to the
      Administrative Agent at its offices at 270 Park Avenue, New York, New York,
      except payments to be made directly to the Issuing Bank as expressly provided
      herein and except that payments pursuant to Sections 2.14 (other than
      paragraph (b) thereof), 2.15, 2.16 and 10.03 shall be made directly to the
      Persons entitled thereto and payments pursuant to other Loan Documents shall
      be
      made to the Persons specified therein. The Administrative Agent shall distribute
      any such payments received by it for the account of any other Person to the
      appropriate recipient promptly following receipt thereof. If any payment under
      any Loan Document shall be due on a day that is not a Business Day, the date
      for
      payment shall be extended to the next succeeding Business Day, and, in the
      case
      of any payment accruing interest, interest thereon shall be payable for the
      period of such extension. All payments under each Loan Document shall be made
      in
      dollars.

     

    (b)
        If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
      interest and fees then due hereunder, such funds shall be applied
      (i) first, towards payment of interest and fees then due hereunder, ratably
      among the parties entitled thereto in accordance with the amounts of interest
      and fees then due to such parties, and (ii) second, towards payment of
      principal and unreimbursed LC Disbursements then due hereunder, ratably among
      the parties entitled thereto in accordance with the amounts of principal and
      unreimbursed LC Disbursements then due to such parties.

     

    (c)
        If
      any
      Lender shall, by exercising any right of set-off or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on any of its Loans
      or
      participations in LC Disbursements resulting in such Lender receiving payment
      of
      a greater proportion of the aggregate amount of its Loans and participations
      in
      LC Disbursements and accrued interest thereon than the proportion received
      by
      any other Lender, then the Lender receiving such greater proportion shall
      purchase (for cash at face value) participations in the Loans and participations
      in LC Disbursements of other Lenders to the extent necessary so that the benefit
      of all such payments shall be shared by the Lenders ratably in accordance with
      the aggregate amount of principal of and accrued interest on their respective
      Loans and participations in LC Disbursements; provided
      that
      (i) if any such participations are purchased and all or any portion of the
      payment giving rise thereto is recovered, such participations shall be rescinded
      and the purchase price restored to the extent of such recovery, without
      interest, and (ii) the provisions of this paragraph shall not be construed
      to apply to any payment made by either Borrower pursuant to and in accordance
      with the express terms of this Agreement or any payment obtained by a Lender
      as
      consideration for the assignment of or sale of a participation in any of its
      Loans or participations in LC Disbursements to any assignee or participant,
      other than to such Borrower or any Subsidiary or Affiliate thereof (as to which
      the provisions of this paragraph shall apply). Each Borrower consents to the
      foregoing and agrees, to the extent it may effectively do so under applicable
      law, that any Lender acquiring a participation pursuant to the foregoing
      arrangements may exercise against either Borrower rights of set-off and
      counterclaim with respect to such participation as fully as if such Lender
      were
      a direct creditor of such Borrower in the amount of such
      participation.

     

    (d)
        Unless
      the Administrative Agent shall have received notice from a Borrower prior to
      the
      date on which any payment is due to the Administrative Agent for the account
      of
      the Lenders or the Issuing Bank hereunder that such Borrower will not make
      such
      payment, the Administrative Agent may assume that such Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption and in its sole discretion, distribute to the Lenders or the Issuing
      Bank, as the case may be, the amount due. In such event, if such Borrower has
      not in fact made such payment, then each of the Lenders or the Issuing Bank,
      as
      the case may be, severally agrees to repay to the Administrative Agent forthwith
      on demand the amount so distributed to such Lender or the Issuing Bank with
      interest thereon, for each day from and including the date such amount is
      distributed to it to but excluding the date of payment to the Administrative
      Agent, at the greater of the Federal Funds Effective Rate and a rate determined
      by the Administrative Agent in accordance with banking industry rules on
      interbank compensation.

     

    (e)
        If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.04(b), 2.17(d) or 10.03(c), then the Administrative Agent may, in
      its discretion (notwithstanding any contrary provision hereof), apply any
      amounts thereafter received by the Administrative Agent for the account of
      such
      Lender to satisfy such Lender’s obligations under such Sections until all such
      unsatisfied obligations are fully paid.

     

    SECTION
      2.18.   Mitigation
      Obligations; Replacement of Lenders. (a)
      If
      any
      Lender requests compensation under Section 2.14 (other than paragraph (b)
      thereof), or if either Borrower is required to pay any additional amount to
      any Lender or any Governmental Authority for the account of any Lender pursuant
      to Section 2.16, then such Lender shall use reasonable efforts to designate
      a different lending office for funding or booking its Loans hereunder or to
      assign its rights and obligations hereunder to another of its offices, branches
      or affiliates, if, in the judgment of such Lender, such designation or
      assignment (i) would eliminate or reduce amounts payable pursuant to
      Section 2.14 or 2.16, as the case may be, in the future and (ii) would
      not subject such Lender to any unreimbursed cost or expense and would not
      otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to
      pay
      all reasonable costs and expenses incurred by any Lender in connection with
      any
      such designation or assignment.

     

    (b)
        If
      any
      Lender requests compensation under Section 2.14 (other than
      paragraph (b) thereof), or if either Borrower is required to pay any
      additional amount to any Lender or any Governmental Authority for the account
      of
      any Lender pursuant to Section 2.16, or if any Lender defaults in its
      obligation to fund Loans hereunder, then the Borrowers may, at their sole
      expense and effort, upon notice to such Lender and the Administrative Agent,
      require such Lender to assign and delegate, without recourse (in accordance
      with
      and subject to the restrictions contained in Section 10.04), all its
      interests, rights and obligations under this Agreement to an assignee that
      shall
      assume such obligations (which assignee may be another Lender, if a Lender
      accepts such assignment); provided
      that
      (i) the Borrowers shall have received the prior written consent of the
      Administrative Agent, which consent shall not unreasonably be withheld,
      (ii) such Lender shall have received payment of an amount equal to the
      outstanding principal of its Loans and participations in LC Disbursements,
      accrued interest thereon, accrued fees and all other amounts payable to it
      hereunder, from the assignee (to the extent of such outstanding principal and
      accrued interest and fees) or the Borrowers (in the case of all other amounts)
      and (iii) in the case of any such assignment resulting from a claim for
      compensation under Section 2.14 or payments required to be made pursuant to
      Section 2.16, such assignment will result in a material reduction in such
      compensation or payments. A Lender shall not be required to make any such
      assignment and delegation if, prior thereto, as a result of a waiver by such
      Lender or otherwise, the circumstances entitling the Borrowers to require such
      assignment and delegation cease to apply.

     

    ARTICLE
      III  

     

    Representations
      and Warranties

     

    Each
      of
      FCX and PTFI represents and warrants to the Lenders that:

     

    SECTION
      3.01.   Organization;
      Powers.
      Each
      Borrower and each of its Restricted Subsidiaries is duly organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      organization, has all requisite power and authority to carry on its business
      as
      now conducted and, except where the failure to do so, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect, is qualified to do business in, and is in good standing in, every
      jurisdiction where such qualification is required.

     

    SECTION
      3.02.   Authorization;
      Enforceability.
      The
      Transactions to be entered into by each Loan Party are within such Loan Party’s
      corporate powers and have been duly authorized by all necessary corporate and,
      if required, stockholder action. This Agreement has been duly executed and
      delivered by each Borrower and constitutes, and each other Loan Document to
      which any Loan Party is to be a party, when executed and delivered by such
      Loan
      Party, will constitute, a legal, valid and binding obligation of such Loan
      Party, enforceable in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws affecting
      creditors’ rights generally and subject to general principles of equity,
      regardless of whether considered in a proceeding in equity or at
      law.

     

    SECTION
      3.03.   Governmental
      Approvals; No Conflicts.
      The
      Transactions (a) do not require any consent or approval of, registration or
      filing with, or any other action by, any Governmental Authority, except such
      as
      have been obtained or made and are in full force and effect and except filings
      necessary to perfect Liens created under the Loan Documents, (b) will not
      violate any applicable law or regulation or the charter, by-laws or other
      organizational documents of either Borrower or any of its Restricted
      Subsidiaries or any order of any Governmental Authority, (c) will not
      violate or result in a default under any indenture, agreement or other
      instrument binding upon either Borrower or any of its Subsidiaries or its
      assets, or give rise to a right thereunder to require any payment to be made
      by
      either Borrower or any of its Restricted Subsidiaries and (d) will not
      result in the creation or imposition of any Lien on any asset of either Borrower
      or any of its Restricted Subsidiaries, except Liens created under the Loan
      Documents.

     

    SECTION
      3.04.   Financial
      Condition; No Material Adverse Change. (a)
      The
      Borrowers have heretofore furnished to the Lenders FCX’s consolidated balance
      sheet and statements of income, stockholders’ equity and cash flows (i) as
      of and for the fiscal year ended December 31, 2005, reported on by Ernst
& Young LLP, independent registered public accounting firm, and (ii) as
      of and for the fiscal quarter and the portion of the fiscal year ended March
      31,
      2006, certified by its chief financial officer. Such financial statements
      present fairly, in all material respects, the financial position and results
      of
      operations and cash flows of FCX and its consolidated Subsidiaries as of such
      dates and for such periods in accordance with GAAP, subject to year-end audit
      adjustments and the absence of footnotes in the case of the statements referred
      to in clause (ii) above.

     

    (b)
        Except
      as
      disclosed in the financial statements referred to above or the notes thereto
      or
      in the Confidential Information Materials and except for the Disclosed Matters,
      after giving effect to the Transactions, neither Borrower nor any of the
      Restricted Subsidiaries has, as of the Effective Date, any material contingent
      liabilities, unusual long-term commitments or unrealized losses.

     

    (c)
        Since
      December 31, 2005, there has been no material adverse change in (a) the
      business, assets, operations, prospects or condition, financial or otherwise,
      of
      FCX and its Subsidiaries, taken as a whole, or of PTFI and its
      Subsidiaries, taken as a whole, including, without limitation, changes in
      ratings of debt of either Borrower that have a material adverse effect on such
      prospects, (b) the ability of any Loan Party to perform any of its
      obligations under any Loan Document or (c) the rights of or benefits
      available to the Lenders under any Loan Document.

     

    SECTION
      3.05.   Properties. (a)
      Each
      of
      the Borrowers and each of the Restricted Subsidiaries has good title to, or
      valid leasehold interests in, all its real and personal property material to
      its
      business, except for Liens permitted by Section 6.02.

     

    (b)
        Each
      Borrower and each of the Restricted Subsidiaries owns, or is licensed to use,
      all trademarks, tradenames, copyrights, patents and other intellectual property
      material to its business, and the use thereof by the Borrowers and the
      Restricted Subsidiaries does not infringe upon the rights of any other Person,
      except for any such infringements that, individually or in the aggregate, could
      not reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
      3.06.   Litigation
      and Environmental Matters. (a)
      There
      are
      no actions, suits or proceedings by or before any arbitrator or Governmental
      Authority pending against or, to the knowledge of either Borrower, threatened
      against or affecting either Borrower or any of its Subsidiaries (i) as to
      which there is a reasonable possibility of an adverse determination and that,
      if
      adversely determined, could reasonably be expected, individually or in the
      aggregate, to result in a Material Adverse Effect (other than the Disclosed
      Matters) or (ii) that involve any of the Loan Documents or the
      Transactions.

     

    (b)
        Except
      for the Disclosed Matters and except with respect to any other matters that,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect, neither Borrower nor any of its Subsidiaries
      (i) has failed to comply with any applicable Environmental Law or to
      obtain, maintain or comply with any permit, license or other approval required
      under any Environmental Law, (ii) has become subject to any Environmental
      Liability, (iii) has received notice of any claim with respect to any
      Environmental Liability or (iv) knows of any basis for any Environmental
      Liability.

     

    (c)
        Since
      the
      date of this Agreement, there has been no change in the status of the Disclosed
      Matters that, individually or in the aggregate, has resulted in, or materially
      increased the likelihood of, a Material Adverse Effect.

     

    SECTION
      3.07.   Compliance
      with Laws and Agreements.
      Each
      Borrower and its Subsidiaries is in compliance in all material respects with
      all
      laws, regulations and orders of any Governmental Authority applicable to it
      or
      its property and all indentures, agreements (including without limitation,
      in
      the case of PTFI, the Contract of Work) and other instruments binding upon
      it or
      its property, except where the failure to do so, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect. Schedule 3.07 sets forth all such significant agreements and commitments
      with Governmental Authorities in effect as of the Effective Date. No Default
      has
      occurred and is continuing.

     

    SECTION
      3.08.   Investment
      Company Status.
      Neither
      Borrower nor any of its Subsidiaries is an “investment company” as defined in,
      or subject to regulation under, the Investment Company Act of 1940.

     

    SECTION
      3.09.   Taxes.
      Each
      Borrower and its Subsidiaries has timely filed or caused to be filed all
      material Tax returns and reports required to have been filed by it and has
      paid
      or caused to be paid all Taxes required to have been paid by it, except any
      Taxes that are being contested in good faith by appropriate proceedings and
      for
      which such Borrower or such Subsidiary, as applicable, has, to the extent
      required by GAAP, set aside on its books adequate reserves.

     

    SECTION
      3.10.   ERISA.
      No ERISA
      Event has occurred or is reasonably expected to occur that, when taken together
      with all other such ERISA Events for which liability is reasonably expected
      to
      occur, could reasonably be expected to result in a Material Adverse Effect.
      The
      present value of all accumulated benefit obligations under each Plan (based
      on
      the assumptions used for purposes of Statement of Financial Accounting Standards
      No. 87) did not, as of the date of the most recent financial statements
      reflecting such amounts, exceed by more than $10,000,000 the fair market value
      of the assets of such Plan, and the present value of all accumulated benefit
      obligations of all underfunded Plans (based on the assumptions used for purposes
      of Statement of Financial Accounting Standards No. 87) did not, as of the
      date of the most recent financial statements reflecting such amounts, exceed
      by
      more than $10,000,000 the fair market value of the assets of all such
      underfunded Plans.

     

    SECTION
      3.11.   Disclosure.
      Neither
      the Confidential Information Materials nor any of the other reports, financial
      statements, certificates or other information furnished by any Loan Party or
      on
      behalf of, and with the authorization of, any Loan Party to the Administrative
      Agent or any Lender in connection with the negotiation of this Agreement or
      any
      other Loan Document or delivered hereunder or thereunder (as modified or
      supplemented by other information so furnished) contains any material
      misstatement of fact or omits to state any material fact necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided
      that,
      with respect to projected financial information, each Borrower represents only
      that such information was prepared in good faith based upon assumptions believed
      to be reasonable at the time.

     

    SECTION
      3.12.   Subsidiaries.
      Schedule 3.12 sets forth the name of, and the ownership interest of each
      Borrower and each Subsidiary in, each Subsidiary of such Borrower and identifies
      each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, in
      each case as of the Effective Date.

     

    SECTION
      3.13.   Insurance.
      Schedule
      3.13 sets forth a description of all material insurance maintained by or on
      behalf of each Borrower and its Restricted Subsidiaries as of the Effective
      Date. As of the Effective Date, all premiums in respect of such insurance have
      been paid and such insurance is in full force and effect. Each Borrower believes
      that the insurance maintained by or on behalf of such Borrower and its
      Restricted Subsidiaries is adequate.

     

    SECTION
      3.14.   Labor
      Matters.
      As of
      the Effective Date, there are no strikes, lockouts or slowdowns against either
      Borrower or any Restricted Subsidiary pending or, to the knowledge of either
      Borrower, threatened. The hours worked by and payments made to employees of
      each
      Borrower and the Subsidiaries have not been in violation of the Fair Labor
      Standards Act or any other applicable Federal, state, local or foreign law
      dealing with such matters. All payments due from either Borrower or any
      Subsidiary, or for which any claim may be made against such Borrower or any
      Subsidiary, on account of wages and employee health and welfare insurance and
      other benefits, have been paid or accrued as a liability on the books of such
      Borrower or such Subsidiary. The consummation of the Transactions will not
      give
      rise to any right of termination or right of renegotiation on the part of any
      union under any collective bargaining agreement to which either Borrower or
      any
      Subsidiary is bound.

     

    SECTION
      3.15.   Security
      Documents.
      At any
      time on or after the Initial Borrowing Availability Date, the Liens created
      by
      (a) the FI Security Documents will be in full force and effect and
      constitute first priority (except for Liens expressly permitted by
      Section 6.02), upon execution of the FI Security Documents Amendments (and,
      in the case of the Third Amended and Restated Fiduciary Transfer, the Third
      Amended and Restated Fiduciary Assignment, the Third Amended and Restated JAA
      Fiduciary Transfer or the Third Amended and Restated Lender Fiduciary
      Assignment, upon registration thereof at the Fiduciary Registration Office
      -
      Jakarta Region), perfected security interests in favor of the FI Trustee, the
      Security Agent or the JAA Security Agent, as the case may be, for the ratable
      benefit of the Secured Parties (other than RTZ-IIL), in the property and assets
      stated to be subject to each such FI Security Document, (b) upon execution
      thereof and upon service of notice of the pledge on the party against whom
      the
      pledged rights must be exercised, the FCX Pledge Agreements will be in full
      force and effect and will constitute first priority, perfected security
      interests in favor of the Security Agent for the ratable benefit of the Secured
      Parties (other than RTZ-IIL) in the Pledged PTFI Shares, the Pledged PTII Shares
      and the Indebtedness owing to FCX pledged thereunder and (c) upon execution
      thereof and registration thereof at the Fiduciary Registration Office - Jakarta
      Region, the Third Amended and Restated Lender Fiduciary Assignment will be
      full
      force and effect and will constitute first priority (except for Liens expressly
      permitted by Section 6.02), perfected security interests in favor of the
      Security Agent for the ratable benefit of the Secured Parties (other than
      RTZ-IIL) in the Indebtedness owing to PTFI pledged thereunder.

     

    SECTION
      3.16.   Assigned
      Agreements.
      Schedule 3.16 (as updated from time to time as required hereby) is a
      complete and correct list of each currently effective Major Concentrate Sales
      Agreement (copies of which have heretofore been furnished to the Administrative
      Agent). PTFI is not in default in any material respect in its obligations under
      any Assigned Agreement nor, to its knowledge, is any counterparty to any such
      agreement in default in its obligations in any respect that could materially
      and
      adversely affect the ability of PTFI to perform its obligations under the Loan
      Documents.

     

    SECTION
      3.17.   Federal
      Reserve Regulations.
      No part
      of the proceeds of the Loans will be used, whether directly or indirectly,
      for
      any purpose which entails a violation of, or which is inconsistent with,
      Regulations U, T or X of the Board. As of each date when this
      representation is made or deemed made, not more than 25% of the value of the
      assets subject to the provisions of Section 6.02 and 6.05 will consist of
      Margin Stock (as defined in Regulation U of the Board).

     

    ARTICLE
      IV

     

    Conditions

     

    SECTION
      4.01.   Effective
      Date.
      The
      amendment and restatement of the Existing Credit Agreement in the form of this
      Agreement shall not become effective until the date on which each of the
      following conditions is satisfied (or waived in accordance with
      Section 10.02):

     

    (a)  The
      Administrative Agent (or its counsel) shall have received from each party hereto
      either (i) a counterpart of this Agreement signed on behalf of such party
      or (ii) written evidence satisfactory to the Administrative Agent (which
      may include telecopy transmission of a signed signature page of this Agreement)
      that such party has signed a counterpart of this Agreement.

     

    (b)  The
      Administrative Agent shall have received such documents and certificates as
      the
      Administrative Agent or its counsel may reasonably request relating to the
      organization, existence and good standing of the Borrowers, the authorization
      of
      the Transactions and any other legal matters relating to the Borrowers, the
      Loan
      Documents or the Transactions, all in form and substance satisfactory to the
      Administrative Agent and its counsel.

     

    (c)  The
      Administrative Agent shall have received a certificate, dated the Effective
      Date
      and signed by the President, a Vice President or a Financial Officer of each
      Borrower, confirming compliance with the conditions set forth in paragraphs
      (a)
      and (b) of Section 4.03.

     

    (d)  The
      Borrowers shall have terminated all commitments under the Existing Credit
      Agreement and terminated all letters of credit issued thereunder and repaid
      in
      full (i) the principal amount of all loans outstanding under the Existing Credit
      Agreement, together with interest thereon and all other amounts due in respect
      of such loans, (ii) all unreimbursed letter of credit disbursements in respect
      of letters of credit issued under the Existing Credit Agreement, (iii) all
      commitment fees accrued prior to the Effective Date in respect of the
      commitments under the Existing Credit Agreement, (iv) all fees separately agreed
      to be payable to J.P. Morgan Securities Inc. by the Borrowers in respect of
      the
      Existing Credit Agreement and (v) to the extent invoiced, reimbursement or
      payment of all out-of-pocket expenses (including fees, charges and disbursements
      of counsel) required to be reimbursed or paid by either Borrower under the
      Existing Credit Agreement. 

     

    (e)  The
      Administrative Agent shall have received all fees and other amounts due and
      payable on or prior to the Effective Date under this Agreement, including
      (i) all fees separately agreed to be payable to J.P. Morgan Securities by
      the Borrowers in respect of this Agreement and (ii) to the extent invoiced,
      reimbursement or payment of all out-of-pocket expenses (including fees, charges
      and disbursements of counsel) required to be reimbursed or paid by either
      Borrower under this Agreement or under any other Loan Document.

     

    (f)  The
      Administrative Agent shall have received evidence that the insurance required
      by
      Section 5.07 and the Security Documents is in effect.

     

    (g)  No
      judgment, order or decree shall be outstanding, and no action, suit, litigation
      or other proceeding shall have been taken by or before any Governmental
      Authority, that has or is reasonably likely to have the effect of restraining,
      preventing or imposing materially adverse conditions upon the Transactions,
      or
      the full and timely performance by either Borrower of its obligations under
      any
      Loan Document.

     

    (h)  All
      consents and approvals required to be obtained from any Governmental Authority
      or other Person in connection with the execution of this Agreement shall have
      been obtained, and all applicable waiting periods and appeal periods shall
      have
      expired, in each case without the imposition of any burdensome
      conditions.

     

    (i)  The
      Lenders shall have received copies of all agreements and commitments listed
      on
      Schedule 3.07 and Schedule 3.16.

     

    (j)  The
      Lenders shall have received detailed projections of the Borrowers and their
      Subsidiaries covering fiscal year 2006 through fiscal year 2009, including
      disclosure of underlying assumptions, all in form and substance reasonably
      satisfactory to the Administrative Agent.

     

    (k)  
      The
      Lenders shall have received, to the extent requested, all documentation and
      other information reasonably requested by the Lenders or the Administration
      Agent under applicable “know your customer” and anti-money laundering rules and
      regulations, including the Patriot Act.

     

    (l)  The
      Lenders shall have received the ERM Report.

     

    The
      Administrative Agent shall promptly notify the Borrowers and the Lenders of
      the
      Effective Date, and such notice shall be conclusive and binding.

     

    SECTION
      4.02.   Initial
      Borrowing Availability Date.
      The
      obligations of the Lenders to make Loans and of the Issuing Bank to issue,
      amend, renew or extend any Letter of Credit hereunder, and the incorporation
      of
      the Existing Letters of Credit as Letters of Credit hereunder, shall not become
      effective until the first date after the Effective Date on which each of the
      following conditions is satisfied (or waived in accordance with
      Section 10.02):

     

    (a)  The
      Administrative Agent (or its counsel) shall have received from each party to
      any
      Loan Document either (i) a counterpart of each Loan Document signed on
      behalf of such party or (ii) written evidence satisfactory to the
      Administrative Agent (which may include telecopy transmission of a signed
      signature page of such Loan Document) that such party has signed a counterpart
      of such Loan Document.

     

    (b)  The
      Administrative Agent shall have received a favorable written opinion (addressed
      to the Administrative Agent and the Lenders and dated the Initial Borrowing
      Availability Date) of each of (i) Jones, Walker, Waechter, Poitevant,
      Carrère & Denègre, L.L.P., U.S. counsel for the Borrowers,
      (ii) Indonesian counsel for the Borrowers, and (iii) Indonesian
      counsel for the Lenders, in each case in form and substance satisfactory to
      the
      Administrative Agent and the Required Lenders and, in the case of each such
      opinion required by this paragraph, covering such other matters relating to
      either Borrower, the Loan Documents or the Transactions as the Administrative
      Agent shall reasonably request. Each Borrower hereby requests the counsel
      referred to in clauses (i) and (ii) above, and each Lender hereby requests
      the counsel referred to in clause (iii), to deliver such
      opinions.

     

    (c)  The
      Administrative Agent shall have received such documents and certificates as
      the
      Administrative Agent or its counsel may reasonably request (other than those
      previously delivered under Section 4.01) relating to the organization,
      existence and good standing of each Loan Party, the authorization of the
      Transactions and any other legal matters relating to the Borrowers, the Loan
      Documents or the Transactions, all in form and substance satisfactory to the
      Administrative Agent and its counsel.

     

    (d)  The
      Administrative Agent shall have received a certificate, dated the Initial
      Borrowing Availability Date and signed by the President, a Vice President or
      a
      Financial Officer of each Borrower, confirming compliance with the conditions
      set forth in paragraphs (a) and (b) of Section 4.03.

     

    (e)  The
      Administrative Agent shall have received a completed Perfection Certificate
      dated the Initial Borrowing Availability Date and signed by an executive officer
      or Financial Officer of each Borrower, together with all attachments
      contemplated thereby, including the results of a search of the Uniform
      Commercial Code (or equivalent) filings made with respect to the Loan Parties
      in
      the jurisdictions contemplated by the Perfection Certificate and copies of
      the
      financing statements (or similar documents) disclosed by such search and
      evidence reasonably satisfactory to the Administrative Agent that the Liens
      indicated by such financing statements (or similar documents) are permitted
      by
      Section 6.02 or have been released.

     

    (f)  The
      Collateral and Guarantee Requirement shall have been satisfied and each of
      the
      FI Security Documents Amendments, FCX Pledge Agreements and Subsidiary Guarantee
      Agreements shall have been duly executed and delivered and the FI Security
      Documents, the FCX Pledge Agreements and the Subsidiary Guarantee Agreements
      shall be in full force and effect.

     

    (g)  All
      consents and approvals required to be obtained from any Governmental Authority
      or other Person in connection with the Transactions shall have been obtained,
      and all applicable waiting periods and appeal periods shall have expired, in
      each case without the imposition of any burdensome conditions.

     

    (h)  The
      FI
      Trustee shall have received opinions to the effect that it does not have to
      qualify to do business in Louisiana or Indonesia by virtue of the Loan Documents
      or the activities contemplated thereby.

     

    (i)  The
      Administrative Agent shall have received all fees accrued under this Agreement
      through the date immediately preceding the Initial Borrowing Availability Date
      and all other amounts due and payable under this Agreement on or prior to the
      Initial Borrowing Availability Date. JPMCB shall have received all fees and
      other amounts accrued through the date immediately preceding the Initial
      Borrowing Availability Date.

     

    The
      Administrative Agent shall notify the Borrowers and the Lenders of the Initial
      Borrowing Availability Date, and such notice shall be conclusive and binding.
      Notwithstanding the foregoing, the obligations of the Lenders to make Loans
      hereunder and of the Issuing Bank to issue, amend, renew or extend any Letter
      of
      Credit hereunder, and the incorporation of the Existing Letters of Credit as
      Letters of Credit hereunder, shall not become effective unless each of the
      foregoing conditions is satisfied (or waived pursuant to Section 10.02) at
      or prior to 12:00 p.m., New York City time, on August 7, 2006 (and, in the
      event
      such conditions are not so satisfied or waived, the Commitments shall terminate
      at such time).

     

    SECTION
      4.03.   Each
      Credit Event.
      The
      obligation of each Lender to make a Loan on the occasion of any Borrowing or
      issue, amend, extend or renew a Letter of Credit is subject to receipt of the
      request therefor in accordance herewith and to the satisfaction of the following
      conditions:

     

    (a)  The
      representations and warranties of each Loan Party set forth in the Loan
      Documents shall be true and correct in all material respects on and as of the
      date of such Borrowing or the date of issuance, amendment, renewal or extension
      of such Letter of Credit, as applicable.

     

    (b)  At
      the
      time of and immediately after giving effect to such Borrowing or issuance of
      such Letter of Credit, as applicable, no Default shall have occurred and be
      continuing.

     

    Each
      Borrowing and each issuance, amendment, renewal or extension of a Letter of
      Credit shall be deemed to constitute a representation and warranty by each
      Borrower on the date thereof as to the matters specified in paragraphs (a)
      and (b) of this Section.

     

    ARTICLE
      V

     

    Affirmative
      Covenants

     

    Until
      the
      Commitments have expired or been terminated and the principal of and interest
      on
      each Loan and all fees payable hereunder shall have been paid in full, and
      all
      Letters of Credit shall have expired or terminated and all LC Disbursements
      shall have been reimbursed, each Borrower covenants and agrees with the Lenders,
      the Agents and the FI Trustee that:

     

    SECTION
      5.01.   Financial
      Statements and Other Information.
      Each
      Borrower will furnish to the Administrative Agent and each Lender:

     

    (a)  within
      95 days after the end of each fiscal year of such Borrower, (i) an audited
      consolidated balance sheet of such Borrower and its consolidated Subsidiaries
      and related consolidated statements of operations, stockholders’ equity and cash
      flows as of the end of and for such year, setting forth in each case in
      comparative form the figures for the previous fiscal year, all reported on
      by
      Ernst & Young LLP or another registered independent public accounting
      firm of recognized national standing (without a “going concern” or like
      qualification or exception and without any qualification or exception as to
      the
      scope of such audit) to the effect that such consolidated financial statements
      present fairly in all material respects the financial condition and results
      of
      operations of such Borower and its consolidated Subsidiaries on a consolidated
      basis in accordance with GAAP consistently applied, (ii) unaudited consolidating
      financial statements relating to each of the financial statements referred
      to in
      clause (i) and (iii) an unaudited combined balance sheet of such Borrower and
      its Restricted Subsidiaries, and related unaudited combined statements of
      operations and cash flows as of the end of and for such fiscal year, setting
      forth in each case in comparative form the figures for the previous fiscal
      year
      (in each case accounting for Unrestricted Subsidiaries as investments without
      using the equity method of accounting), certified by one of its Financial
      Officers as presenting fairly in all material respects the financial condition
      and results of operations of such Borrower and its Restricted Subsidiaries
      on a
      combined basis in accordance with GAAP (except as specified above with respect
      to Unrestricted Subsidiaries) consistently applied;

     

    (b)  within
      50 days after the end of each of the first three fiscal quarters of each
      fiscal year of such Borrower, or such earlier date that is 10 days after
      the date on which FCX’s Quarterly Report on Form 10-Q for such quarter is
      required to be filed with the Securities and Exchange Commission, (i) an
      unaudited consolidated balance sheet of such Borrower and its consolidated
      Subsidiaries and related consolidated statements of operations and cash flows
      as
      of the end of and for such fiscal quarter and the then elapsed portion of the
      fiscal year, setting forth in each case in comparative form the figures for
      the
      corresponding period or periods of (or, in the case of the balance sheet, as
      of
      the end of) the previous fiscal year, all certified by one of its Financial
      Officers as presenting fairly in all material respects the financial condition
      and results of operations of such Borrower and its consolidated Subsidiaries
      on
      a consolidated basis in accordance with GAAP consistently applied, subject
      to
      normal year-end audit adjustments and the absence of footnotes and (ii) an
      unaudited combined balance sheet of each Borrower and its Restricted
      Subsidiaries, and related unaudited combined statements of operations and cash
      flows as of the end of and for such fiscal quarter and the then elapsed portion
      of the fiscal year, setting forth in each case in comparative form the figures
      for the corresponding period or periods of (or in the case of such balance
      sheet, as of the end of) the previous fiscal year (in each case accounting
      for
      Unrestricted Subsidiaries as investments without using the equity method of
      accounting), certified by one of its Financial Officers as presenting fairly
      in
      all material respects the financial condition and results of operations of
      such
      Borrower and its Restricted Subsidiaries on a combined basis in accordance
      with
      GAAP (except as specified above with respect to Unrestricted Subsidiaries)
      consistently applied, subject to normal year-end adjustments and the absence
      of
      footnotes;

     

    (c)  concurrently
      with any delivery of financial statements under clause (a) or
      (b) above, a certificate of a Financial Officer of such Borrower
      (i) certifying as to whether a Default has occurred and, if a Default has
      occurred, specifying the details thereof and any action taken or proposed to
      be
      taken with respect thereto, (ii) setting forth reasonably detailed
      calculations demonstrating compliance with the Financial Covenants,
      (iii) setting forth reasonably detailed calculations showing the amount of
      Restricted Payments permitted pursuant to clause (iii)(B) of
      Section 6.08(a), including (A) the aggregate amounts of all Investments
      made since the end of the previous fiscal quarter pursuant to Section 6.04(p)
      and (B) the aggregate amount of all Restricted Payments made since the end
      of
      the previous fiscal quarter pursuant to clause (iii)(B) of Section 6.08(a),
      (iv)
      stating whether any change in GAAP or in the application thereof has occurred
      since the date of the audited financial statements referred to in
      Section 3.04 and, if any such change has occurred, specifying the effect of
      such change on the financial statements accompanying such certificate,
      (v) identifying all Subsidiaries formed or acquired since the end of the
      previous fiscal quarter and indicating whether each such Subsidiary is a
      Restricted Subsidiary or a Unrestricted Subsidiary, (vi) identifying any
      changes of the type described in Section 5.03 that have not been previously
      reported by the Borrowers and (vii) certifying as to compliance with all
      Indonesian Filing Requirements or specifying the details of any noncompliance
      and any action taken or proposed to be taken with respect thereto;

     

    (d)  concurrently
      with any delivery of financial statements under clause (a) above, a
      certificate of the accounting firm that reported on such financial statements
      stating whether they obtained knowledge during the course of their examination
      of such financial statements of any Default (which certificate may be limited
      to
      the extent required by accounting rules or guidelines);

     

    (e)  at
      least
      30 days prior to the commencement of each fiscal year of such Borrower, a
      detailed consolidated budget for such fiscal year (including a projected
      consolidated balance sheet and related statements of projected operations and
      cash flow and a statement of projected capital expenditures, in each case as
      of
      the end of and for such fiscal year, and setting forth the commodity price,
      mine
      plan and other significant mine operating assumptions used for purposes of
      preparing such budget) and, promptly when available, any significant revisions
      of such budget;

     

    (f)  promptly
      after the same become publicly available, copies of all periodic and other
      reports, proxy statements and other materials filed by either Borrower or any
      Restricted Subsidiary with the Securities and Exchange Commission, or any
      Governmental Authority succeeding to any or all of the functions of said
      Commission, or with any national securities exchange, or distributed by such
      Borrower to its shareholders generally, as the case may be;

     

    (g)  promptly
      after Moody’s or S&P shall have announced a Credit Rating change, written
      notice of such change in Credit Rating;

     

    (h)  in
      the
      case of PTFI, (x) copies to the Administrative Agent of all notices alleging
      or
      claiming a breach or default or with respect to any matter which could
      reasonably be expected to have an adverse effect upon the FI Collateral and
      Rights (i) by or to Indonesian Governmental Authorities in connection with
      the FI Project or pursuant to the Contract of Work or the Memorandum of
      Understanding, (ii) by or to or from its stockholders alleging or claiming
      a breach or default relating to their shareholding in PTFI or with respect
      to
      any other matter and (iii) by or to PTFI or its Affiliates pursuant to any
      agreement governing Material Indebtedness or any infrastructure asset financing
      transaction, and (y) a copy of any proposed amendment to the Contract of Work,
      Memorandum of Understanding or such governing agreement prior to execution
      and
      delivery thereof; and

     

    (i)  promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of such Borrower or any Subsidiary,
      or
      compliance with the terms of any Loan Document, as the Administrative Agent
      or
      any Lender may reasonably request.

     

    SECTION
      5.02.   Notices
      of Material Events.
      Each
      Borrower will furnish to the Administrative Agent and each Lender prompt written
      notice of the following:

     

    (a)  the
      occurrence of any Default;

     

    (b)  the
      filing or commencement of any action, suit or proceeding by or before any
      arbitrator or Governmental Authority against or affecting such Borrower or
      any
      Affiliate thereof that, if adversely determined, could reasonably be expected
      to
      result in a Material Adverse Effect;

     

    (c)  the
      occurrence of any ERISA Event that, alone or together with any other ERISA
      Events that have occurred, could reasonably be expected to result in liability
      of such Borrower and its Subsidiaries in an aggregate amount exceeding
      $25,000,000 or requires payment by such Borrower exceeding $10,000,000 in any
      year; and

     

    (d)  any
      other
      development that results in, or could reasonably be expected to result in,
      a
      Material Adverse Effect.

     

    Each
      notice delivered under this Section shall be accompanied by a statement of
      a
      Financial Officer or other executive officer of the applicable Borrower setting
      forth the details of the event or development requiring such notice and any
      action taken or proposed to be taken with respect thereto.

     

    SECTION
      5.03.   Information
      Regarding Collateral.
      Each
      Borrower will furnish to the Administrative Agent and the Security Agent prompt
      written notice of any change (i) in such Borrower’s corporate name,
      (ii) in such Borrower’s identity or corporate structure, (iii) in such
      Borrower’s Federal Taxpayer Identification Number or identification number, if
      any, issued to it by the jurisdiction under the laws of which it is organized
      or
      (iv) in the jurisdiction of such Borrower’s organization. Each Borrower
      agrees not to effect or permit any change referred to in the preceding sentence
      unless all filings have been made under the Uniform Commercial Code or otherwise
      that are required in order for the Security Agent to continue at all times
      following such change to have a valid, legal and perfected security interest
      in
      all the Collateral. Each Borrower also agrees promptly to notify the
      Administrative Agent and the Security Agent if any material portion of the
      Collateral is damaged or destroyed.

     

    SECTION
      5.04.   Existence;
      Conduct of Business.
      Each
      Borrower will, and will cause each of its Restricted Subsidiaries to, do or
      cause to be done all things necessary to preserve, renew and keep in full force
      and effect its legal existence and the rights, licenses, permits, privileges,
      franchises, patents, copyrights, trademarks and trade names material to the
      conduct of its business; provided
      that the
      foregoing shall not prohibit any merger, consolidation, liquidation or
      dissolution permitted under Section 6.03.

     

    SECTION
      5.05.   Payment
      of Obligations.
      Each
      Borrower will, and will cause each of its Restricted Subsidiaries to, pay its
      Indebtedness and other obligations, including Tax liabilities, before the same
      shall become delinquent or in default, except where (a) the validity or
      amount thereof is being contested in good faith by appropriate proceedings,
      (b) such Borrower or such Subsidiary has set aside on its books adequate
      reserves with respect thereto in accordance with GAAP and (c) such contest
      effectively suspends collection of the contested obligation and the enforcement
      of any Lien securing such obligation.

     

    SECTION
      5.06.   Maintenance
      of Properties.
      Each
      Borrower will, and will cause each of its Restricted Subsidiaries to, keep
      and
      maintain all property material to the conduct of its business in good working
      order and condition, ordinary wear and tear excepted.

     

    SECTION
      5.07.   Insurance.
      Each
      Borrower will, and will cause each of its Restricted Subsidiaries to, maintain,
      with financially sound and reputable insurance companies (a) insurance in
      such amounts, with such risk retention and against such risks as are customarily
      maintained by companies of established repute engaged in the same or similar
      businesses operating in the same or similar locations and (b) all insurance
      required to be maintained pursuant to the Security Documents. All such policies
      of insurance covering physical loss or damage to Collateral shall be endorsed
      or
      otherwise amended to include the Security Agent as loss payee as its interests
      may appear, in form and substance satisfactory to the Security Agent and
      otherwise in accordance with Section 10 of the Lender Security Agreement,
      as amended by the Lender Security Agreement Amendments. The proceeds of any
      political risk insurance of FCX or PTFI shall be applied promptly to the
      prepayment of Loans and permanently reduce the Commitments in an amount equal
      to
      such prepayment. Each Borrower will furnish to the Lenders, upon request of
      the
      Administrative Agent, information in reasonable detail as to the insurance
      so
      maintained.

     

    SECTION
      5.08.   Casualty
      and Condemnation.
      Each
      Borrower (a) will furnish to the Administrative Agent, the Security Agent
      and the Lenders prompt written notice of any casualty or other insured damage
      to
      any material portion of any Collateral or the commencement of any action or
      proceeding for the taking of any Collateral or any part thereof or interest
      therein under power of eminent domain or by condemnation or similar proceeding
      and (b) will ensure that the Net Proceeds of any such event (whether in the
      form of insurance proceeds, condemnation awards or otherwise) are collected
      and
      applied in accordance with the applicable provisions of this Agreement and
      the
      other Loan Documents.

     

    SECTION
      5.09.   Books
      and Records; Inspection and Audit Rights.
      Each
      Borrower will, and will cause each of its Restricted Subsidiaries to, keep
      proper books of record and account sufficient to permit the preparation of
      financial statements in accordance with GAAP. Each Borrower will, and will
      cause
      each of its Restricted Subsidiaries to, permit any representatives designated
      by
      the Administrative Agent or any Lender, upon reasonable prior notice, to visit
      and inspect its properties, to examine and make extracts from its books and
      records, and to discuss its affairs, finances and condition with its officers
      and independent accountants, all at such reasonable times and as often as
      reasonably requested.

     

    SECTION
      5.10.   Compliance
      with Laws; Environmental Reports. (a)
      Each
      Borrower will, and will cause each of its Subsidiaries to, (i) comply with
      all
      laws, rules, regulations and orders of any Governmental Authority applicable
      to
      it or its property, except where the failure to do so, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect and (ii) comply with all Indonesian Filing Requirements.

     

    (b)
        Each
      Borrower will comply, and cause its Subsidiaries to comply, in all material
      respects with all Environmental Laws applicable to its operations and
      properties; obtain and renew all material environmental permits necessary for
      its operations and properties; and conduct any remedial actions in compliance
      with applicable Environmental Laws; provided,
      however,
      that
      the Borrowers and their Subsidiaries shall not be required to undertake any
      remedial action to the extent that its obligation to do so is being contested
      in
      good faith and by proper proceedings and appropriate reserves, in accordance
      with GAAP, are maintained in connection therewith. If either Borrower is in
      default of its obligations under this paragraph, the Borrowers will, at the
      request of the Required Lenders through the Administrative Agent, provide to
      the
      Lenders within 45 days after such request, at the expense of the Borrowers,
      an
      environmental site assessment report for the properties to which such default
      relates, prepared by an environmental consulting firm acceptable to the
      Administrative Agent and indicating the presence or absence of Hazardous
      Materials and the estimated cost of any compliance or remedial action in
      connection with such properties.

     

    (c)
        Each
      Borrower will in good faith and with all reasonable efforts, and will similarly
      cause each of its Restricted Subsidiaries to, in all material respects, operate
      its future major new mining projects and related activities in accordance with
      applicable IFC Guidelines and World Bank Guidelines in existence on the
      Effective Date and as referenced in Annex A to the ERM Report, as appropriate
      to
      the nature of the new major project undertaken, including with respect to the
      Otomona River at closure. With respect to existing operations, PTFI will
      maintain majority compliance with applicable World Bank Guidelines and IFC
      Guidelines in existence on the Effective Date, except where noted and accepted
      in the ERM Report. For those World Bank and IFC parameters not currently
      monitored, PTFI will undertake to perform additional monitoring where practical,
      and if after sufficient data collection, any of these parameters is found to
      be
      outside of desired performance criteria, PTFI will undertake to study the
      technical and economic feasibility of bringing those into the desired
      performance criteria. In addition, the Borrower will conduct its operations
      in
      accordance with the current International Council on Mining and Metals’ (ICMM)
      principles referenced in Schedule 5.10A, and adhere to ICMM current commitments
      on World Heritage properties included in Schedule 5.10B. In addition, FCX will
      participate in the Extractive Industries Transparency Initiative dated as of
      June 16, 2003.

     

    (d)
        Each
      Borrower will, and will cause each of its Restricted Subsidiaries to, in good
      faith, use all reasonable efforts to work to satisfactorily address the open
      regulatory issues with the Government of Indonesia identified in the ERM Report
      (see pages 11 to 14 thereof) and to comply with the commitments made by FCX
      in
      response to the ICCA Phase One Social Audit dated July 2005 as indicated in
      Schedule 5.10C.

     

    (e)
        The
      Lenders shall have the right, at Borrower’s expense, to have ERM or another
      consultant reasonably acceptable to the Borrower update the ERM Report once
      during the term of this facility. The Borrower will promptly and in good faith
      report to the Agents and the Lenders any unanticipated significant adverse
      environmental, social or health and safety developments.

     

    SECTION
      5.11.   Use
      of
      Proceeds and Letters of Credit.
      The
      proceeds of the Loans will be used to refinance any borrowings outstanding
      under
      the Existing Credit Agreement and for general corporate purposes of the
      Borrowers. No part of the proceeds of any Loan will be used, whether directly
      or
      indirectly, for any purpose that entails a violation of any of the Regulations
      of the Board, including Regulations T, U and X. Letters of Credit will be
      issued only to support payment obligations of either Borrower or any of the
      Subsidiaries incurred in the ordinary course of business.

     

    SECTION
      5.12.   Additional
      Subsidiaries.
      If any
      additional Restricted Subsidiary is formed or acquired after the Effective
      Date,
      each Borrower will, within ten Business Days after such Subsidiary is formed
      or
      acquired, notify the Administrative Agent, the Security Agent and the Lenders
      thereof and cause the Collateral and Guarantee Requirement to be satisfied
      with
      respect to such Restricted Subsidiary and any intercompany Indebtedness owed
      by
      such Subsidiary to a Borrower.

     

    SECTION
      5.13.   Further
      Assurances.
      On and
      after the Initial Borrowing Availability Date,

     

    (a)
        Each
      Borrower will execute any and all further documents, financing statements,
      agreements and instruments, and take all such further actions (including the
      filing and recording of financing statements, fixture filings, mortgages, deeds
      of trust and other documents), which may be required under any applicable law,
      or which the Administrative Agent, the Security Agent or the Required Lenders
      may reasonably request, to cause the Collateral and Guarantee Requirement to
      be
      and remain satisfied, all at the expense of the Loan Parties. Each Borrower
      also
      agrees to provide to the Administrative Agent or the Security Agent, from time
      to time upon reasonable request, evidence reasonably satisfactory to the
      Administrative Agent as to the perfection and priority of the Liens created
      or
      intended to be created by the Security Documents.

     

    (b)
        If
      any
      material assets (including any real property or improvements thereto or any
      interest therein) are acquired by PTFI after the Effective Date (other than
      (i)
      assets constituting Collateral under the Security Documents that become subject
      to the Lien of the Security Documents upon acquisition thereof and (ii) assets
      that are subject to a Lien permitted by Section 6.02(d), (e), (f), (h), (m)
      or
      (o) hereof, but only so long as such assets are subject to such Liens), PTFI
      will notify the Administrative Agent, the Security Agent and the Lenders
      thereof, and, if requested by the Administrative Agent, the Security Agent
      or
      the Required Lenders, PTFI will cause such assets to be subjected to a Lien
      securing the Obligations and will take such actions as shall be necessary or
      reasonably requested by the Administrative Agent or the Security Agent to grant
      and perfect such Liens, including actions described in paragraph (a) of
      this Section, all at the expense of the Loan Parties.

     

    (c)
        PTFI
      at
      all times shall comply with the provisions of the FI Security Documents and
      maintain in full force and effect all the rights, powers and benefits of the
      FI
      Trustee, the Security Agent and the JAA Security Agent, as applicable, under
      the
      FI Security Documents in accordance with their terms, including (i) the validity
      and effectiveness of the powers of attorney granted by the Third Amended and
      Restated Surat Kuasa, the Third Amended and Restated Lender Surat Kuasa and
      the
      fiduciary transfers effectuated by the Third Amended and Restated Fiduciary
      Transfer, the Third Amended and Restated Fiduciary Assignment, the Third Amended
      and Restated Lender Fiduciary Assignment and the Third Amended and Restated
      JAA
      Fiduciary Transfer and (ii) maintenance of the security interest of the FI
      Trustee, the Security Agent and the JAA Security Agent, as applicable, in the
      collateral required to be subjected to the Liens created by the FI Security
      Documents as a perfected first priority security interest as provided therein,
      subject only to Liens expressly permitted by Section 6.02.

     

    SECTION
      5.14.   Concentrate
      Sales Agreements.
      PTFI
      will (a) promptly advise the Administrative Agent and the FI Trustee of any
      changes to the information set forth on Schedule 3.16 and promptly assign
      all Concentrate Sales Agreements in effect from time to time to the FI Trustee
      under, and in accordance with, Article III of the FI Trust Agreement,
      require the counterparties thereto to make all payments to PTFI thereunder
      directly to the Sales Proceeds Account, (b) furnish to the Administrative
      Agent and the FI Trustee copies of each Major Concentrate Sales Agreement
      entered into after the Effective Date, and each amendment, waiver or supplement
      to any Concentrate Sales Agreement which after such amendment, waiver or
      supplement would for the first time be a Major Concentrate Sales Agreement
      (together with the original Concentrate Sales Agreement that is subject of
      such
      amendment, waiver or supplement), in each case promptly after the execution
      and
      delivery thereof, and (c) promptly notify the Administrative Agent and the
      FI Trustee of any material default under a Major Concentrate Sales Agreement
      of
      which it has knowledge. PTFI may permit Concentrate Sales Agreements to expire
      or terminate in accordance with their terms.

     

    SECTION
      5.15.   Source
      of Interest.
      PTFI
      (a) will conduct its business so that interest paid on the Loans by PTFI to
      any Lender (or permitted assignee or Participant) which is not a “related
      person” to PTFI within the meaning of Section 861(c)(2)(B) of the Code as
      in effect on the Effective Date will be deemed to be income from sources without
      the United States within the meaning of Sections 861(a)(1)(A) and 861(c) of
      the Code as in effect on the Effective Date and (b) will use its best
      efforts (without undue cost) to conduct its business so that interest paid
      on
      the Loans of PTFI to any Lender (or permitted assignee or Participant) which
      is
      not a related person to PTFI within the meaning of Section 861(c)(2)(B) of
      the Code (as it may be amended or substituted after the Effective Date) will
      be
      deemed to be income from sources without the United States within the meaning
      of
      Sections 861(a)(1)(A) and 861(c) of the Code (as it may be amended or
      substituted after the Effective Date).

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

    Until
      the
      Commitments have expired or terminated and the principal of and interest on
      each
      Loan and all fees payable hereunder have been paid in full, and all Letters
      of
      Credit shall have expired or terminated and all LC Disbursements shall have
      been
      reimbursed, each Borrower covenants and agrees with the Lenders, the Agents
      and
      the FI Trustee that:

     

    SECTION
      6.01.   Indebtedness;
      Certain Equity Securities. (a)
      Each
      Borrower will not, and will not permit any Restricted Subsidiary to, create,
      incur, assume or permit to exist any Indebtedness or Attributable Debt,
      except:

     

    (i)  Indebtedness
      created under the Loan Documents;

     

    (ii)  Indebtedness,
      including Guarantees, existing on the date hereof and set forth in
      Schedule 6.01 and extensions, renewals and replacements of any such
      Indebtedness that do not increase the outstanding principal amount thereof
      or
      result in an earlier maturity date that is prior to the date six months after
      the Maturity Date or decreased weighted average life thereof;

     

    (iii)  Indebtedness
      of such Borrower to the other Borrower or any Restricted Subsidiary and of
      any
      Restricted Subsidiary to either Borrower or any other Restricted Subsidiary;
      provided
      that
      Indebtedness of any Restricted Subsidiary that is not a Loan Party owed to
      any
      Loan Party shall be subject to Section 6.04; provided,
      further,
      that
      any such Indebtedness owing to a Borrower, including any Mirror Note, shall
      be
      pledged pursuant to the Second Amended and Restated FCX Pledge Agreement
      (Indebtedness) or the Third Amended and Restated Lender Fiduciary Assignment
      and
      any promissory note evidencing any such Indebtedness, including any Mirror
      Note,
      shall be delivered to the Security Agent or Administrative Agent, as
      appropriate;

     

    (iv)  secured
      or unsecured Indebtedness of the Borrowers or any Restricted Subsidiary and
      Attributable Debt in respect of sale and leaseback transactions permitted by
      Section 6.06(a), in each case incurred to finance the acquisition,
      construction or improvement of any fixed or capital assets, including Capital
      Lease Obligations and any Indebtedness assumed in connection with the
      acquisition of any such assets or secured by a Lien on any such assets prior
      to
      the acquisition thereof but excluding Additional Infrastructure Financings,
      and
      extensions, renewals and replacements of any such Indebtedness or Attributable
      Debt that do not result in an earlier maturity date or decreased weighted
      average life thereof; provided
      that
      (A) any such Indebtedness or Attributable Debt is incurred within 180 days
      prior to or within 180 days after such acquisition or the completion of
      such construction or improvement and (B) any such Attributable Debt is
      incurred in accordance with Section 6.06;

     

    (v)  Indebtedness
      of PTFI and/or FCX or Attributable Debt of PTFI or any Restricted Subsidiary
      incurred in connection with any Additional Infrastructure Financing or any
      PT Kencana Financing, and extensions, renewals and replacements of any such
      Indebtedness or Attributable Debt that do not result in an earlier maturity
      date
      or decreased weighted average life thereof; provided
      that the
      aggregate principal amount of Indebtedness and the aggregate amount of
      Attributable Debt permitted by this clause (v) (including any such
      extensions, renewals and replacements) shall not exceed $300,000,000 at any
      time
      outstanding;

     

    (vi)  Block B
      Debt of FCX, PTFI or a Restricted Subsidiary, provided
      that
      such Block B Debt satisfies the Block B Conditions;

     

    (vii)  [Intentionally
      Omitted];

     

    (viii)  Permitted
      FCX Indebtedness;

     

    (ix)  Indebtedness
      of FCX Guaranteed on an unsecured basis by PTFI that, but for such Guarantee,
      would constitute Permitted FCX Indebtedness, and Indebtedness of PTFI that,
      but
      for being the direct obligation of PTFI, otherwise meets the requirements of
      Permitted FCX Indebtedness, provided
      that the
      aggregate principal amount of Indebtedness permitted by this clause (ix)
      shall not exceed $250,000,000 at any time outstanding;

     

    (x)  Guarantees
      by the Borrowers or any Restricted Subsidiary of Indebtedness of Unrestricted
      Subsidiaries (including Guarantees secured by pledges of the Equity Interests
      of
      such Unrestricted Subsidiaries) permitted by Section 6.04(h);

     

    (xi)  at
      any
      time prior to the Initial Borrowing Availability Date, Indebtedness consisting
      of obligations in respect of letters of credit issued by JPMCB for the account
      of the Borrowers in a stated amount not in excess of $3,000,000;

     

    (xii)  unsecured
      Guarantees of FCX or PTFI of obligations of a purchaser in an FCX Assisted
      PTFI
      Sale to lenders providing financing for such sale in an aggregate amount not
      at
      any time in excess of (x) the aggregate amount of cash consideration received
      by
      FCX or any Restricted Subsidiary for such FCX Assisted PTFI Sale minus
      (y) the
      aggregate amount of payments theretofore made in respect of principal
      obligations under such Guarantee; and

     

    (xiii)  other
      Indebtedness of the Borrowers and the Restricted Subsidiaries and Attributable
      Debt in respect of sale and leaseback transactions permitted pursuant to
      Section 6.06(c) in an aggregate principal amount not in excess of
      $25,000,000 at any time outstanding.

     

    (b)
        PTFI
      will
      not issue, and neither Borrower will permit any Restricted Subsidiary to issue,
      any preferred stock or other preferred Equity Interests; provided
      that
      PTFI and any Restricted Subsidiary may issue preferred stock or other preferred
      Equity Interests in an aggregate stated amount not in excess of $100,000,000;
      provided
      that no
      such preferred stock or preferred Equity Interests shall be subject to any
      redemption, repurchase or defeasance requirement prior to the date six months
      after the Maturity Date.

     

    SECTION
      6.02.   Liens.
      Each
      Borrower will not, and will not permit any Restricted Subsidiary to, create,
      incur, assume or permit to exist any Lien on any property or asset now owned
      or
      hereafter acquired by it, or assign or sell any income or revenues (including
      accounts receivable) or rights in respect of any thereof, except:

     

    (a)  Liens
      created under or specifically required by the Loan Documents securing some
      or
      all of the Obligations;

     

    (b)  Permitted
      Encumbrances;

     

    (c)  any
      Lien
      on any property or asset of such Borrower or any Restricted Subsidiary existing
      on the date hereof and set forth in Schedule 6.02; provided
      that
      (i) such Lien shall not apply to any other property or asset of such
      Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only
      those obligations which it secures on the date hereof and extensions, renewals
      and replacements thereof that do not increase the outstanding principal amount
      thereof;

     

    (d)  Liens
      on
      fixed or capital assets acquired, constructed or improved by such Borrower
      or
      any Restricted Subsidiary; provided
      that
      (A) such security interests secure Indebtedness permitted by
      clause (iv) of Section 6.01(a), (B) such security interests and
      the Indebtedness secured thereby are incurred within 180 days prior to or within
      180 days after such acquisition or the completion of such construction or
      improvement, (C) the Indebtedness secured thereby does not exceed by more
      than a de minimis amount the cost of acquiring, constructing or improving such
      fixed or capital assets and (D) such security interests shall not apply to
      any other property or assets of such Borrower or any Restricted
      Subsidiary;

     

    (e)  Liens
      on
      Additional Infrastructure Assets securing Additional Infrastructure Financings;
      provided
      that (A)
      such Liens secure only Indebtedness or Attributable Debt permitted by
      Section 6.01(a)(v) and (B) such Liens do not apply to any other property or
      assets of the Borrowers or any Restricted Subsidiaries;

     

    (f)  Liens
      on
      PT Kencana Assets securing a PT Kencana Financing; provided
      that (A)
      such Liens secure only Indebtedness or Attributable Debt permitted by
      Section 6.01(a)(v) and (B) such Liens do not apply to any other property or
      assets of the Borrowers or any Restricted Subsidiaries;

     

    (g)  required
      margin deposits on Hedging Agreements permitted hereunder;

     

    (h)  Liens,
      existing at the time of the acquisition by a Borrower or any Restricted
      Subsidiary of the majority of the capital stock or all the assets of any other
      Person or existing at the time of the merger of any such Person into it or
      a
      Restricted Subsidiary, on such capital stock or assets so acquired or on the
      assets of the Person so merged into such Borrower or such Restricted Subsidiary;
      provided,
      however,
      that
      such acquisition or merger (and the discharge of such Liens referred to in
      the
      immediately succeeding proviso) shall not otherwise result in a Default; and
      provided
      further
      that all
      such Liens shall be discharged within 180 days after the date of such
      acquisition or merger;

     

    (i)  as
      permitted by Section 6.15, the RTZ Interests;

     

    (j)  Liens
      on
      Block B Assets securing Block B Debt; provided
      that
      such Liens and Block B Debt satisfy the Block B
      Conditions;

     

    (k)  Liens
      on
      Equity Interests of Unrestricted Subsidiaries to secure Indebtedness of
      Unrestricted Subsidiaries or to secure Guarantees of such Indebtedness by the
      Borrowers or any Restricted Subsidiary permitted by
      Section 6.04(h);

     

    (l)  Permitted
      Interest Escrows securing Indebtedness permitted by Section 6.01(a)(viii)
      or (ix); 

     

    (m)  [Intentionally
      Omitted];

     

    (n)  at
      any
      time prior to the Initial Borrowing Availability Date, cash collateral securing
      reimbursement obligations in respect of letters of credit permitted pursuant
      to
      Section 6.01(a)(xi); and

     

    (o)  Liens
      not
      expressly permitted by clauses (a) through (n) securing Indebtedness permitted
      pursuant to Section 6.01(a)(xiii) and Attributable Debt in respect of sale
      and leaseback transactions permitted pursuant to
      Section 6.06(c).

     

    SECTION
      6.03.   Fundamental
      Changes. (a)
      Neither
      Borrower will, nor will it permit any Restricted Subsidiary to, merge into
      or
      consolidate with any other Person, or permit any other Person to merge into
      or
      consolidate with it, or liquidate or dissolve, except that, if at the time
      thereof and immediately after giving effect thereto no Default shall have
      occurred and be continuing, (i) any Restricted Subsidiary may merge into a
      Borrower in a transaction in which such Borrower is the surviving corporation,
      (ii) any Restricted Subsidiary may merge into any other Restricted
      Subsidiary in a transaction in which the surviving entity is a Restricted
      Subsidiary and (iii) any Restricted Subsidiary (other than PTFI) may
      liquidate or dissolve if such Borrower determines in good faith that such
      liquidation or dissolution is in the best interests of such Borrower and is
      not
      materially disadvantageous to the Lenders; provided
      that any
      such merger involving a Person that is not a wholly owned Subsidiary immediately
      prior to such merger shall not be permitted unless also permitted by
      Section 6.04.

     

    (b)
        Each
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      engage to any material extent in any business other than businesses of the
      type
      conducted by such Borrower and its Restricted Subsidiaries on the Effective
      Date
      and businesses reasonably related thereto.

     

    SECTION
      6.04.   Investments,
      Loans, Advances, Guarantees and Acquisitions.
      Each
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      purchase, hold, make or acquire (including pursuant to any merger with any
      Person that was not a Wholly Owned Restricted Subsidiary prior to such merger)
      any Investment in any other Person, or purchase or otherwise acquire (in one
      transaction or a series of transactions) any assets of any other Person
      constituting a business unit, except:

     

    (a)  Permitted
      Investments;

     

    (b)  Investments
      existing on the date hereof and set forth on Schedule 6.04;

     

    (c)  Investments
      in any Person; provided
      that
      immediately prior to and after giving effect to any such Investment (and giving
      pro forma effect to any payment of cash or Borrowings hereunder in connection
      with such Investment), Liquidity is not less than $250,000,000;

     

    (d)  Investments
      made after the Effective Date by such Borrower and its Restricted Subsidiaries
      in the Subsidiary Guarantors (including, without limitation, Guarantees of
      Indebtedness of Subsidiary Guarantors); provided
      that
      (i) the aggregate amount of Investments by the Borrowers in the Subsidiary
      Guarantors made (x) from the Effective Date through December 31, 2006,
      shall not exceed $25,000,000 and (y) in any fiscal year ending on or after
      December 31, 2007, shall not exceed $50,000,000 and (ii) any
      promissory notes evidencing any such Investments consisting of loans or advances
      made by a Borrower shall be pledged pursuant to the Second Amended and Restated
      FCX Pledge Agreement (Indebtedness) or the Third Amended and Restated Lender
      Fiduciary Assignment;

     

    (e)  trade
      accounts receivable under the Concentrate Sales Agreements incurred in the
      ordinary course of business and not more than 90 days overdue, or if overdue,
      being pursued through appropriate collection action; any loans or advances
      made
      by a Borrower shall be pledged pursuant to the Second Amended and Restated
      FCX
      Pledge Agreement (Indebtedness) or the Third Amended and Restated Lender
      Fiduciary Assignment;

     

    (f)  investments
      received in connection with the bankruptcy or reorganization of, or settlement
      of delinquent accounts and disputes with, customers and suppliers, in each
      case
      in the ordinary course of business;

     

    (g)  Investments
      made after the Effective Date in Unrestricted Subsidiaries and other Persons;
      provided
      that the
      aggregate amount of such Investments (i) made from the Effective Date
      through December 31, 2006, shall not exceed $17,500,000 and (ii) made
      in any fiscal year ending on or after December 31, 2007, shall not exceed
      $35,000,000; provided further
      that the
      issuance of any Letter of Credit for the account of an Unrestricted Subsidiary
      shall be deemed to be an Investment in an Unrestricted Subsidiary in an amount
      equal to the stated amount of such Letter of Credit;

     

    (h)  Investments
      in Unrestricted Subsidiaries resulting solely from the designation of an
      Exploration Subsidiary, or any holding company with no business or operations
      other than the holding of Equity Interests in such Exploration Subsidiary,
      as an
      Unrestricted Subsidiary in accordance with Section 6.17; provided
      that the
      aggregate cumulative amount of Investments made by the Borrowers and the
      Restricted Subsidiaries in such Exploration Subsidiaries and/or holdings
      companies from the Effective Date until the effective date of such redesignation
      does not exceed $40,000,000;

     

    (i)  Investments
      in Unrestricted Subsidiaries resulting solely from the designation of
      PT Kencana, PT Kencana Wisata, or any holding company with no business
      or operations other than the holding of Equity Interests in PT Kencana
      and/or PT Kencana Wisata, as an Unrestricted Subsidiary in accordance with
      Section 6.17; provided
      that (i)
      such designation is only made upon consummation of a PT Kencana Financing
      and (ii) at the time of such designation, PT Kencana or PT Kencana
      Wisata, as the case may be, does not, directly or indirectly, own or hold any
      significant assets other than PT Kencana Assets;

     

    (j)  acquisitions
      of all the Equity Interests of a Person or substantially all the assets of
      a
      Person provided
      that (i)
      no Default exists at the time of or would result after giving effect to such
      acquisition and (ii) the sole consideration for such acquisition consists of
      common stock of FCX;

     

    (k)  Investments
      consisting of non-cash consideration with respect to sale of assets permitted
      by
      Section 6.05;

     

    (l)  Guarantees
      constituting Indebtedness otherwise permitted by Section 6.01;

     

    (m)  Investments
      in PTFI made by FCX; provided
      that any
      promissory notes evidencing any such Investments consisting of loans or advances
      made by FCX shall be pledged pursuant to the Second Amended and Restated FCX
      Pledge Agreement (Indebtedness);

     

    (n)  Investments
      in Atlantic Copper; provided
      that (i)
      the aggregate amount of such Investments from and after the Effective Date
      shall
      not exceed $75,000,000, (ii) all such Investments are made and utilized solely
      for reducing debt under the Atlantic Copper Facility and (iii) proceeds of
      Borrowings (other than Borrowings made pursuant to a Commitment Increase) shall
      not be used to effect any such Investments if immediately after giving effect
      thereto (and to any expenditures of cash required thereby) Liquidity would
      be
      less than $250,000,000;

     

    (o)  Investments
      in PJP in an aggregate amount not to exceed $15,000,000 pursuant to the Option
      Agreement dated July, 2003 between FCX and PT Austindo Nusantara Jaya
      (“ANJ”)
      or
      otherwise pursuant to which FCX purchases all of ANJ’s capital stock in PJP;
      and

     

    (p)  Investments
      in any Person that are not otherwise permitted by this Section; provided
      that
      immediately prior to and after giving effect to any such Investment (and giving
      pro forma effect to any payment of cash or Borrowings hereunder in connection
      with such Investment), the Restricted Uses would not be greater than the
      Restricted Uses Basket.

     

    SECTION
      6.05.   Asset
      Sales.
      Each
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      sell, transfer, lease or otherwise dispose of any asset, including any Equity
      Interest owned by it, nor will such Borrower permit any of its Restricted
      Subsidiaries to issue any additional Equity Interest in such Restricted
      Subsidiary, except:

     

    (a)  sales
      of
      inventory, used or surplus equipment and Permitted Investments in the ordinary
      course of business;

     

    (b)  sales,
      transfers and dispositions to a Borrower or a Restricted Subsidiary;
provided
      that any
      such sales, transfers or dispositions involving a Restricted Subsidiary (other
      than PTFI) shall be made in compliance with Section 6.09 and, provided,
      further,
      that
      PTFI will not transfer any significant operating assets, the Contract of Work
      or
      any rights thereunder or (except in connection with an Additional Infrastructure
      Financing or sale and leaseback transaction permitted by Section 6.06) any
      assets subject to any Lien under any of the Security Documents to any other
      Person;

     

    (c)  transfers
      of Block B Assets in transactions satisfying the Block B
      Conditions;

     

    (d)  any
      sale
      of Transferred Shares in a Qualifying PTFI Sale Transaction;

     

    (e)  sales
      of
      assets as part of a sale and leaseback transaction permitted by
      Section 6.06;

     

    (f)  any
      sale
      of Equity Interests in PT Kencana and/or PT Kencana Wisata in
      connection with a PT Kencana Financing;

     

    (g)  any
      sale
      of Equity Interests in Restricted Subsidiaries to PT-Rio Tinto Indonesia;
provided
      that
      such sale is made pursuant to Section 3.6 of the Participation Agreement;
provided further
      that any
      such Restricted Subsidiary shall continue to comply with the Collateral and
      Guarantee Requirement;

     

    (h)  any
      sale
      of Equity Interests in Unrestricted Subsidiaries;

     

    (i)  sales
      of
      capital stock of PTFI (other than Pledged PTFI Shares) sold in a transaction
      that is not a Qualifying PTFI Sale Transaction; provided
      that the
      aggregate amount of the capital stock of PTFI sold in reliance on this
      clause (i), together with the aggregate amount of capital stock of PTFI or
      PTII sold in a Qualifying PTFI Sale Transaction, shall not result in FCX owning,
      either directly or though its wholly owned Subsidiaries, Equity Interests in
      PTFI representing less than 80% of the aggregate voting power attributable
      to
      all of the issued and outstanding Equity Interests of PTFI;

     

    (j)  sales,
      transfers and other dispositions of assets that are not permitted by clauses
      (a)-(i); provided
      that the
      cumulative consideration for all assets sold, transferred or otherwise disposed
      of in reliance upon this clause (j) (including the amount of any
      Indebtedness transferred, assigned or assumed in connection with a sale of
      Equity Interests) shall not exceed $100,000,000 in the aggregate;
      and

     

    (k)  sales,
      transfers and other dispositions of assets that are not permitted by any other
      clause of this Section; provided
      that the
      net proceeds of such sale are applied to prepay Loans (and permanently reduce
      Commitments by the aggregate amount of such prepayment of Loans) hereunder
      within three Business Days of the receipt of such net proceeds; provided
      further
      that, if
      the Borrowers shall deliver to the Administrative Agent a certificate of a
      Financial Officer to the effect that (i) the Borrowers intend to reinvest such
      net proceeds (or a portion thereof specified in such certificate), within 180
      days after receipt of such net proceeds, in equipment or other tangible assets
      to be used in the business of the Borrowers or the Restricted Subsidiaries
      or
      use such net proceeds to acquire the capital stock of an entity that, upon
      its
      acquisition, becomes a Restricted Subsidiary, and (ii) certifying that no
      Default has occurred and is continuing, then no prepayment shall be required
      pursuant to this paragraph in respect of such net proceeds (or the portion
      of
      such net proceeds specified in such certificate, if applicable) except to the
      extent of any such net proceeds that have not been so applied by the end of
      such
      180-day period, at which time a prepayment shall be required in an amount equal
      to such net proceeds that have not been so applied;

     

    provided
      that all
      sales, transfers, leases and other dispositions permitted hereby (other than
      those permitted by clause (b) and (d) above) shall be made for fair value
      and for (i) 100% cash consideration in the case of transactions permitted
      by clauses (a) and (e) and (ii) at least 75% cash consideration in the case
      of transactions permitted by clauses (c), (f), (g), (h), (i), (j) and (k)
      (disregarding any amounts of Indebtedness transferred, assigned or assumed
      by
      the purchaser in such transaction that is not owed to the Borrowers or their
      Affiliates).

     

    SECTION
      6.06.   Sale
      and Leaseback Transactions.
      Each
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      enter into any arrangement, directly or indirectly, whereby it shall sell or
      transfer any property, real or personal, used or useful in its business, whether
      now owned or hereinafter acquired, and thereafter rent or lease such property
      or
      other property that it intends to use for substantially the same purpose or
      purposes as the property sold or transferred, except for (a) any such sale
      and
      leaseback of any fixed or capital assets that is made for cash consideration
      in
      an amount not less than the cost of such fixed or capital asset and is
      consummated within 180 days after such Borrower or such Restricted Subsidiary
      acquires or completes the construction of such fixed or capital asset, (b)
      any
      such sale and leaseback of PT Kencana Assets as part of a PT Kencana
      Financing or of Additional Infrastructure Assets as part of an Additional
      Infrastructure Financing, provided
      in each
      case that such sale and leaseback is solely for cash and (c) any such sale
      and leaseback of such fixed or capital assets; provided
      that the
      aggregate amount of the Attributable Debt in respect of such sale and leaseback
      transactions under this clause (c) and the aggregate principal amount of the
      Indebtedness permitted pursuant to Section 6.01(a)(xiii) shall not exceed
      $25,000,000 at any time outstanding.

     

    SECTION
      6.07.   Hedging
      Agreements.
      Each
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      enter into any Hedging Agreement, other than Hedging Agreements entered into
      in
      the ordinary course of business to hedge or protect against actual or reasonably
      anticipated risks to which such Borrower or any Restricted Subsidiary is exposed
      in the conduct of its business, and not in any event for
      speculation.

     

    SECTION
      6.08.   Restricted
      Payments; Certain Payments of Indebtedness. (a)
      Each
      Borrower will not, nor will it permit any Restricted Subsidiary to, declare
      or
      make, or agree to pay or make, directly or indirectly, any Restricted Payment,
      or incur any obligation (contingent or otherwise) to do so, except so long
      as no
      Default or Event of Default shall have occurred and be continuing (or shall
      result from the payment thereof), (i) Restricted Subsidiaries may declare and
      pay dividends ratably with respect to their capital stock, (ii) FCX may pay
      regularly scheduled quarterly dividends in respect of its preferred stock issued
      and outstanding on the Effective Date and effect regularly scheduled mandatory
      redemptions of its preferred stock issued and outstanding on the Effective
      Date,
      in each case, to the extent and in the amounts required by the prospectus under
      which such preferred stock was issued and (iii) FCX may make (A) Restricted
      Payments in cash in any amounts to the extent that, immediately after giving
      effect thereto (and giving pro forma effect to the payment of such cash),
      Liquidity is not less than $250,000,000 and (B) Restricted Payments in cash
      not otherwise permitted by clause (A), including Restricted Payments made
      when Liquidity is less than $250,000,000 and Restricted Payments that cause
      Liquidity to decrease below $250,000,000; provided
      that no
      Restricted Payments shall be made pursuant to this clause (B) if,
      immediately after giving effect thereto (and to any expenditure of cash required
      thereby), the Restricted Uses would be greater than the Restricted Uses
      Basket.

     

    (b)
        Each
      Borrower will not, nor will it permit any Restricted Subsidiary to, make or
      agree to pay or make, directly or indirectly, any payment or other distribution
      (whether in cash, securities (other than common stock of FCX) or other property)
      of or in respect of principal of or interest on any Indebtedness, or any payment
      or other distribution (whether in cash, securities (other than common stock
      of
      FCX) or other property), including any sinking fund or similar deposit, on
      account of the purchase, redemption, retirement, acquisition, cancelation or
      termination of any Indebtedness, except:

     

    (i)  payment
      of Indebtedness created under the Loan Documents;

     

    (ii)  payment
      of regularly scheduled interest and principal payments as and when due in
      respect of any Indebtedness;

     

    (iii)  refinancings
      of Indebtedness to the extent permitted by Section 6.01(a);

     

    (iv)  payment
      of secured Indebtedness that becomes due as a result of the voluntary sale
      or
      transfer of the property or assets securing such Indebtedness;

     

    (v)  prepayments
      of Indebtedness owed to either Borrower by the other Borrower or a Restricted
      Subsidiary or owed to a Restricted Subsidiary by another Restricted Subsidiary,
      provided
      that
      prepayments of Indebtedness owed to a Restricted Subsidiary that is not a Loan
      Party shall be permitted only to the extent no Default has occurred and is
      continuing at the time of such prepayment; and

     

    (vi)  payments
      of Indebtedness that are not permitted by clauses (i)-(v) of this
      Section 6.08(b) (I) if immediately prior to and after giving effect to such
      payment of Indebtedness (and giving pro forma effect to any payment of cash
      in
      connection with such payment of Indebtedness), Liquidity is not less than
      $250,000,000 or (II) if the condition described in clause (I) shall not be
      satisfied, if and to the extent that after giving effect to any such payments,
      the Restricted Uses would not be greater than the Restricted Uses
      Basket.

     

    (c)
        Each
      Borrower will not, and will not permit any Restricted Subsidiary to, enter
      into
      or be party to, or make any payment under, any Synthetic Purchase
      Agreement.

     

    SECTION
      6.09.   Transactions
      with Affiliates. (a)
      Each
      Borrower will not, nor will it permit any Restricted Subsidiary to, sell, lease
      or otherwise transfer any property or assets to, or purchase, lease or otherwise
      acquire any property or assets from, or otherwise engage in any other
      transactions with, any of its Affiliates, except (a) transactions in the
      ordinary course of business at prices and on terms and conditions not less
      favorable to such Borrower or such Restricted Subsidiary than could be obtained
      on an arm’s-length basis from unrelated third parties; provided
      that
      transactions involving payments or transfers having a cumulative aggregate
      value
      of not more than $15,000,000 may be other than on an arm’s-length basis so long
      as the board of directors of FCX has determined the transaction is in the best
      interests of the Borrowers, (b) transactions between the Borrowers and/or
      Subsidiary Guarantors not involving any other Affiliate and (c) any
      Restricted Payment permitted by Section 6.08.

     

    (b)
        PTFI
      will
      not make any contribution or transfer of any substantial portion of its assets,
      the Contract of Work or any rights thereunder to FCX, any Restricted Subsidiary
      or any other Affiliate other than (i) cash dividends permitted to be paid
      to FCX pursuant to Section 6.08(a), (ii) transfers of Block B
      Assets in accordance with Section 6.05(c) and (iii) cash investments
      in Unrestricted Subsidiaries and other Affiliates permitted by
      Section 6.04(g).

     

    SECTION
      6.10.   Restrictive
      Agreements.
      Each
      Borrower will not, nor will it permit any Restricted Subsidiary to, directly
      or
      indirectly, enter into, incur or permit to exist any agreement or other
      arrangement that prohibits, restricts or imposes any condition upon (a) the
      ability of the Borrowers or any Restricted Subsidiary to create, incur or permit
      to exist any Lien upon any of its property or assets, or (b) the ability of
      any Restricted Subsidiary to pay dividends or other distributions with respect
      to any shares of its capital stock or to make or repay loans or advances to
      the
      Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of
      the
      Borrowers or any other Restricted Subsidiary; provided
      that
      (i) the foregoing shall not apply to restrictions and conditions existing
      on the date hereof identified on Schedule 6.10 (but shall apply to any extension
      or renewal of, or any amendment or modification expanding the scope of, any
      such
      restriction or condition), (ii) the foregoing shall not apply to customary
      restrictions and conditions contained in agreements relating to the sale of
      a
      Restricted Subsidiary pending such sale; provided
      such
      restrictions and conditions apply only to the Restricted Subsidiary that is
      to
      be sold and such sale is permitted hereunder, and (iii) clause (a) of
      the foregoing shall not apply to (i) restrictions or conditions imposed by
      any agreement relating to secured Indebtedness permitted by this Agreement
      if
      such restrictions or conditions apply only to the property or assets securing
      such Indebtedness, (ii) restrictions or conditions imposed by any agreement
      relating to Indebtedness permitted by Section 6.01(a)(iv) if such
      restrictions or conditions apply only to the fixed or capital assets the
      acquisition, construction or improvement of which was financed with such
      Indebtedness or by Section 6.01(a)(xiii), (iii) customary provisions
      in leases restricting the assignment thereof, (iv) restrictions imposed by
      Sections 7.2.5 and 7.3 of the Participation Agreement and
      (v) restrictions in indentures governing Permitted FCX Indebtedness which
      do not in any manner restrict the ability of the Borrowers and the Restricted
      Subsidiaries to grant Liens on any of their properties or assets to secure
      the
      Obligations or any extensions, renewals, replacements or refinancings
      thereof.

     

    SECTION
      6.11.   Amendment
      of Material Documents and Mirror Notes. (a)
      Each
      Borrower will not, nor will it permit any Restricted Subsidiary to, amend,
      modify or waive any of its rights under (i) its certificate of
      incorporation, by-laws or other organizational documents, (ii) any
      indenture or agreement governing Material Indebtedness or (iii) any
      Infrastructure Document, Additional Infrastructure Financing Document,
      PT Kencana Financing Document or Caterpillar Document, in each case in any
      manner that could reasonably be expected to be adverse in any significant
      respect to the interests or rights of the Lenders.

     

    (b)
        FCX
      will
      not, without the prior consent of the Required Lenders, amend, modify or waive
      any of its rights under any Mirror Note if the effect would be to
      (i) change the amount of principal, the rate of interest or the manner in
      which payments are calculated thereon, (ii) change the dates for the
      payment of principal, interest or other amounts thereon or (iii) change or
      modify the subordination provisions thereof; provided,
      however, that FCX may, without the consent of the Lenders, amend or modify
      any
      Mirror Note (x) in order to adjust the principal amount, interest rate or
      other payment terms thereof (but not the subordination terms) to reflect the
      terms of the related Mirror Note Security (as amended from time to time) or
      any
      security of FCX that replaces, refinances or is exchanged for such Mirror Note
      Security (which other security will be deemed a Mirror Note Security for
      purposes hereof) or (y) in any other manner not referred to in
      clause (i), (ii) or (iii) hereof.

     

    SECTION
      6.12.   Protection
      of Contract Rights.
      PTFI
      will not terminate, suspend, amend or grant waivers of any provisions of any
      of
      the Assigned Agreements without the prior written consent of the Required
      Lenders; provided,
      however,
      that
      PTFI may amend or waive provisions in any Concentrate Sales Agreement or, in
      the
      ordinary course of business and so long as no Default or Event of Default shall
      have occurred and be continuing hereunder, terminate any Concentrate Sales
      Agreement, so long as such amendment, waiver or termination will not materially
      adversely affect the business, financial condition or operations of PTFI or
      any
      rights of the FI Trustee or the Lenders. Upon the request of the Administrative
      Agent or the FI Trustee, PTFI will promptly provide the Administrative Agent
      or
      the FI Trustee, as the case may be, with access to PTFI’s books, records and
      offices for the purpose of permitting the Administrative Agent or the FI Trustee
      to inspect and review any amendments, waivers or supplements to, or terminations
      of, any Concentrate Sales Agreement and make copies thereof. If a Default or
      Event of Default shall have occurred and be continuing, upon the request of
      the
      Administrative Agent or the FI Trustee, PTFI will provide the Administrative
      Agent or the FI Trustee, as the case may be, with copies of any such
      amendments, waivers, supplements or terminations. PTFI shall take all steps
      necessary or advisable to protect its rights (and the rights of the FI Trustee)
      under the Assigned Agreements.

     

    SECTION
      6.13.   Block
      B Projects.
      Neither
      Borrower nor any of its Subsidiaries will permit any Block B Project to utilize
      any Block A Operations and Assets unless such Block B Project satisfies the
      Block B Conditions.

     

    SECTION
      6.14.   Fiscal
      Year.
      Neither
      Borrower will change its fiscal year to end on any date other than
      December 31.

     

    SECTION
      6.15.   Covenants
      Relating to the RTZ Transactions.
      Neither
      Borrower will, directly or indirectly enter into any amendment or modification
      of (i) the Stock Purchase Agreement or the Participation Agreement
      (including the Financial and Accounting Procedures thereunder) in each case
      from
      and after the Effective Date or (ii) any other material agreement in
      connection therewith, at any time, in each case other than pursuant to documents
      approved by the Required Lenders (the Stock Purchase Agreement, the
      Participation Agreement and such other approved material agreements being,
      collectively, the “RTZ
      Documents”)
      which
      would (or could reasonably be expected to) have an adverse effect upon the
      FI
      Collateral and Rights or impair the ability of either Borrower or any Restricted
      Subsidiary to perform all of their respective obligations under the Loan
      Documents (including under this Section 6.15). Without the prior written
      approval of the Required Lenders, PTFI shall not (a) consent to (I) any
“Closedown” (as such term is defined in the Participation Agreement) or any
      amendment or modification of such term, (II) any amendment, modification or
      waiver of Section 7.5.1.1, 7.5.1.3 or 10.5 or Annex A of the Participation
      Agreement, or (III) any amendment, modification or waiver of any RTZ Document
      that could, directly or indirectly, result in a significant reduction of Block
      A
      Base Production in any annual period (other than any adjustments to Block A
      Base
      Production effected in accordance with Section 16.4.2 of the Participation
      Agreement as in effect on the date hereof as a result of the occurrence of
      any
      of the causes referred to in Section 16.4.1 of the Participation Agreement
      as in
      effect on the date hereof or similar force majeure events), (b) consent to
      any assignment by RTZ or PT-Rio Tinto Indonesia of the RTZ Documents or their
      respective obligations thereunder, (c) waive any material default by RTZ
      under the RTZ Documents, (d) agree to any reduction in annual production from
      Contract Block A (as defined in the Contract of Work), other than annual
      production from Greenfield Projects and Sole Risk Ventures (as such terms are
      defined in the Participation Agreement), which might foreseeably result in
      PTFI
      receiving cashflow after payment of all Operating Costs attributable to it
      which
      would not be sufficient to pay in full all its obligations, including under
      the
      Privatization Agreements (as such term is defined in the Participation
      Agreement) and the Loan Documents, as and when they are likely to come due,
      (e)
      amend or agree to any amendment of any agreement to which the Administrative
      Agent has not also agreed if, as a result of such amendment, a term defined
      in
      the FI Intercreditor Agreement or the Side Letter by reference to a term defined
      in such amended agreement would be changed or (f) resign as the Operator under
      the Participation Agreement. Subject to the penultimate sentence of this
      Section 6.15, PTFI and its Restricted Subsidiaries shall not cause or
      permit any assets of it or its Restricted Subsidiaries to be or become Joint
      Account Assets under the Participation Agreement for other than full fair market
      compensation, nor shall either Borrower grant or provide (or permit any
      Restricted Subsidiary to grant or provide) any additional security or collateral
      to secure any obligation to RTZ or its Affiliates other than the transfer of
      the
      RTZ Interests as required by the Participation Agreement, in each case
      subject to the terms of the FI Intercreditor Agreement and the FI Trust
      Agreement. PTFI and its Restricted Subsidiaries shall not engage in any
      transaction (other than the RTZ Transactions) or dealing with, or assign or
      transfer any assets to, PT-Rio Tinto Indonesia or any of its Affiliates other
      than on an arm’s-length basis. PTFI shall promptly provide to the Administrative
      Agent copies of (i) all amendments, modifications, waivers and supplements
      to
      the RTZ Documents, (ii) all annual financial reports and budgets pursuant to
      the
      Participation Agreement and (iii) all other material notices and reports under
      the RTZ Documents. PTFI shall also conduct Joint Operations (as defined in
      the Participation Agreement) in a manner which does not prevent or adversely
      affect, and at all times shall retain rights under the Contract of Work and
      tangible assets sufficient for, Block A Base Production pledged to the
      Lenders.

     

    SECTION
      6.16.   Specified
      Transactions.
      Neither
      Borrower will (a) enter into any Additional Infrastructure Financing
      Document or agreement relating to a PT Kencana Financing or any amendment
      or modification thereof or enter into any amendment or modification of any
      of
      the Infrastructure Financing Documents which could reasonably be expected to
      have an adverse effect upon the rights and remedies of the Administrative Agent,
      the FI Trustee and the Lenders under the Loan Documents or on the collateral
      provided under the FI Security Documents (the “FI
      Collateral and Rights”)
      or
      impair the ability of either Borrower or the Restricted Subsidiaries to perform
      all of their respective obligations under the Loan Documents; (b) make, or
      permit any Restricted Subsidiary to make, any voluntary repurchase of any
      Infrastructure Assets or (c) grant or provide (or permit any Restricted
      Subsidiary to grant or provide) any additional security or collateral to secure
      any obligations arising under any Infrastructure Financing Documents (other
      than
      as required under the Infrastructure Financing Documents with respect to
      substitution or replacement of existing collateral).

     

    SECTION
      6.17.   Designation
      of Unrestricted Subsidiaries. (a)
      The
      Borrowers may not designate any Restricted Subsidiary (other than any Immaterial
      Subsidiary, any Exploration Subsidiary, PT Kencana, PT Kencana Wisata
      and any Person that is (x) the direct parent of any Exploration Subsidiary,
      PT Kencana and/or PT Kencana Wisata and (y) a holding company
      with no business or operations other than the holding of Equity Interests in
      such Exploration Subsidiary, PT Kencana and/or PT Kencana Wisata) as
      an Unrestricted Subsidiary and may hereafter designate any Exploration
      Subsidiary, PT Kencana, PT Kencana Wisata, any Immaterial Subsidiary
      and any other Subsidiary that is not a Restricted Subsidiary as an Unrestricted
      Subsidiary under this Agreement (a “Designation”)
      only
      if:

     

    (i)  such
      Subsidiary does not own any Equity Interests of any Restricted
      Subsidiary;

     

    (ii)  no
      Event
      of Default shall have occurred and be continuing at the time of or after giving
      effect to such Designation;

     

    (iii)  after
      giving effect to such Designation and any related Investment to be made in
      such
      designated Subsidiary by the Borrowers or any Restricted Subsidiary (which
      shall
      in any event include the existing Investment in such Subsidiary at the time
      it
      is designated as an Unrestricted Subsidiary), (A) any such existing
      Investment and related Investment would comply with and satisfy the conditions
      of Section 6.04 and (B) the Borrowers would be in compliance with each
      of the Financial Covenants calculated on a pro forma basis as if such
      Designation and Investment had occurred immediately prior to the first day
      of
      the period of four consecutive fiscal quarters most recently ended in respect
      of
      which financial statements have been delivered by the Borrowers pursuant to
      Section 5.01(a) or (b); and

     

    (iv)  the
      Borrowers have delivered to the Administrative Agent (x) written notice of
      such Designation and (y) a certificate, dated the effective date of such
      Designation, of a Financial Officer stating that no Event of Default has
      occurred and is continuing and setting forth reasonably detailed calculations
      demonstrating pro forma compliance with the Financial Covenants in accordance
      with paragraph (iii) above.

     

    Upon
      the
      designation of any Restricted Subsidiary as an Unrestricted Subsidiary pursuant
      to the terms hereof, provided after giving effect thereto no Default or Event
      of
      Default shall have occurred and be continuing, the Guarantee of such Subsidiary
      shall automatically be released without any consent of the Required
      Lenders.

     

    (b)
        The
      Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary
      under this Agreement (an “RS
      Designation”)
      only
      if:

     

    (i)  no
      Event
      of Default shall have occurred and be continuing at the time of or after giving
      effect to such RS Designation, and after giving effect thereto, the Borrowers
      would be in compliance with each of the Financial Covenants, calculated on
      a pro
      forma basis as if such RS Designation had occurred immediately prior to the
      first day of the period of four consecutive fiscal quarters most recently ended
      in respect of which financial statements have been delivered by the Borrowers
      pursuant to Section 5.01(a) or (b); and

     

    (ii)  all
      Liens
      on assets of such Unrestricted Subsidiary and all Indebtedness of such
      Unrestricted Subsidiary outstanding immediately following the RS Designation
      would, if initially incurred at such time, have been permitted to be incurred
      pursuant to Sections 6.01 and 6.02 without reliance on
      Section 6.01(a)(ii) or Section 6.02(c) or (h).

     

    Upon
      any
      such RS Designation with respect to an Unrestricted Subsidiary (i) the
      Borrowers and the Restricted Subsidiaries shall be deemed to have received
      a
      return of their Investment in such Unrestricted Subsidiary equal to the lesser
      of (x) the amount of such Investment immediately prior to such RS Designation
      and (y) the fair market value (as reasonably determined by the Borrowers) of
      the
      net assets of such Subsidiary at the time of such RS Designation and
      (ii) the Borrowers and the Restricted Subsidiaries shall be deemed to have
      a permanent Investment in an Unrestricted Subsidiary equal to the excess, if
      positive, of the amount referred to in clause (i)(x) above over the amount
      referred to in clause (i)(y) above.

     

    (c)
        Neither
      of the Borrowers nor any Restricted Subsidiary shall at any time
      (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary,
      (y) be directly or indirectly liable for any Indebtedness of any
      Unrestricted Subsidiary or (z) be directly or indirectly liable for any
      other Indebtedness which provides that the holder thereof may (upon notice,
      lapse of time or both) declare a default thereon (or cause such Indebtedness
      or
      the payment thereof to be accelerated, payable or subject to repurchase prior
      to
      its final scheduled maturity) upon the occurrence of a default with respect
      to
      any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary,
      except in the case of clause (x) or (y) to the extent permitted under
      Section 6.01 and Section 6.04 hereof. Except as provided in clause (b)
      above, each Designation shall be irrevocable, and no Unrestricted Subsidiary
      may
      become a Restricted Subsidiary, be merged with or into the Borrower or a
      Restricted Subsidiary or liquidate into or transfer substantially all its assets
      to the Borrower or a Restricted Subsidiary.

     

    SECTION
      6.18.   Leverage
      Ratio.
      The
      Borrowers will not permit the Leverage Ratio on any date to exceed 3.5 to
      1.0.

     

    SECTION
      6.19.   Interest
      Expense Coverage Ratio.
      The
      Borrowers will not permit the ratio of (a) Consolidated EBITDA to
      (b) Consolidated Cash Interest Expense for any period of four consecutive
      fiscal quarters to be less than 3.25 to 1.0:

     

    SECTION
      6.20.   PTFI
      Leverage Ratio.
      The
      Borrowers will not permit the PTFI Leverage Ratio on any date to exceed 2.5
      to
      1.0.

     

    SECTION
      6.21.   Covenants
      with Respect to PTII.
      FCX will
      not, except with the prior written consent of the Required Lenders, cause or
      permit PTII to:

     

    (a)  create,
      incur, assume or permit to exist any Indebtedness or Attributable
      Debt;

     

    (b)  issue
      any
      Equity Interests other than Equity Interests pledged to the Secured Parties
      as
      represented by the Security Agent to secure the Obligations pursuant to a pledge
      agreement satisfactory to the Security Agent;

     

    (c)  create,
      incur, assume or permit to exist any Lien on any property or asset now owned
      or
      hereafter acquired by it, or assign or sell any income or revenues or rights
      in
      respect of any thereof, except Liens created under or specifically required
      by
      the Loan Documents securing some or all of the Obligations;

     

    (d)  purchase,
      hold, make or acquire any Investment in any other Person, or purchase or
      otherwise acquire any assets of any other Person, except Investments existing
      on
      the Effective Date;

     

    (e)  sell,
      transfer, lease or otherwise dispose of any PTFI Shares other than in a
      Qualifying PTFI Sale Transaction permitted hereby;

     

    (f)  conduct
      any business or operations other than acting as a holding company for
      Investments owned by it on the Effective Date; or

     

    (g)  liquidate,
      dissolve or merge or consolidate with or into any other Person;

     

    provided,
      however,
      that
      this Section 6.21 shall cease to be applicable at such time, if any, as
      PTII merges with and into PTFI.

     

     

    ARTICLE
      VII 

     

    Events
      of Default

     

    If
      any of
      the following events (“Events
      of Default”)
      shall
      occur:

     

    (a)  either
      Borrower shall fail to pay any principal of any Loan or any reimbursement
      obligation in respect of any LC Disbursement when and as the same shall become
      due and payable, whether at the due date thereof or at a date fixed for
      prepayment thereof or otherwise;

     

    (b)  either
      Borrower shall fail to pay any interest on any Loan or any fee or any other
      amount (other than an amount referred to in clause (a) of this Article)
      payable under this Agreement or any other Loan Document, when and as the same
      shall become due and payable, and such failure shall continue unremedied for
      a
      period of three Business Days;

     

    (c)  any
      representation or warranty made or deemed made by or on behalf of either
      Borrower or any Restricted Subsidiary in or in connection with any Loan Document
      or any amendment or modification thereof or waiver thereunder, or in any report,
      certificate, financial statement or other document furnished pursuant to or
      in
      connection with any Loan Document or any amendment or modification thereof
      or
      waiver thereunder, shall prove to have been incorrect in any material respect
      when made or deemed made;

     

    (d)  either
      Borrower shall fail to observe or perform any covenant, condition or agreement
      contained in Section 5.02 or 5.04 (with respect to the existence of either
      Borrower) or in Article VI or Section 10.16;

     

    (e)  any
      Loan
      Party shall fail to observe or perform any covenant, condition or agreement
      contained in any Loan Document (other than those specified in clause (a),
      (b) or (d) of this Article), and such failure shall continue
      unremedied for a period of 30 days after notice thereof from the
      Administrative Agent to the Borrowers (which notice will be given at the request
      of any Lender);

     

    (f)  default
      shall be made with respect to any Material Indebtedness if the effect of any
      such default shall be to accelerate, or to permit the holder or obligee of
      any
      such Material Indebtedness (or any trustee on behalf of such holder or obligee)
      to accelerate (with or without notice or lapse of time or both), the stated
      maturity of such Material Indebtedness or, in the case of Hedging Agreements,
      require the payment of any net termination value in respect thereof; or any
      amount of principal or interest of any Material Indebtedness or any payment
      under a Hedging Agreement constituting Material Indebtedness, in each case
      regardless of amount, shall not be paid when due, whether at maturity, by
      acceleration or otherwise (after giving effect to any period of grace specified
      in the instrument evidencing or governing such Material
      Indebtedness);

     

    (g)  an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (i) liquidation, reorganization or other relief in respect of
      either Borrower or any Restricted Subsidiary or its debts, or of a substantial
      part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect or (ii) the
      appointment of a receiver, trustee, custodian, sequestrator, conservator or
      similar official for either Borrower or any Restricted Subsidiary or for a
      substantial part of its assets, and, in any such case, such proceeding or
      petition shall continue undismissed for 60 days or an order or decree
      approving or ordering any of the foregoing shall be entered;

     

    (h)  either
      Borrower or any Restricted Subsidiary shall (i) voluntarily commence any
      proceeding or file any petition seeking liquidation, reorganization or other
      relief under any Federal, state or foreign bankruptcy, insolvency, receivership
      or similar law now or hereafter in effect, (ii) consent to the institution
      of, or fail to contest in a timely and appropriate manner, any proceeding or
      petition described in clause (g) of this Article, (iii) apply for or
      consent to the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for either Borrower or any Restricted Subsidiary
      or for a substantial part of its assets, (iv) file an answer admitting the
      material allegations of a petition filed against it in any such proceeding,
      (v) make a general assignment for the benefit of creditors or
      (vi) take any action for the purpose of effecting any of the
      foregoing;

     

    (i)  either
      Borrower or any Restricted Subsidiary shall become unable, admit in writing
      its
      inability or fail generally to pay its debts as they become due;

     

    (j)  one
      or
      more judgments for the payment of money in an aggregate amount in excess of
      $10,000,000 shall be rendered against either Borrower, any Restricted Subsidiary
      or any combination thereof and the same shall remain undischarged for a period
      of 45 consecutive days during which execution shall not be effectively
      stayed, or any action shall be legally taken by a judgment creditor to attach
      or
      levy upon any assets of either Borrower or any Restricted Subsidiary to enforce
      any such judgment;

     

    (k)  an
      ERISA
      Event shall have occurred that, when taken together with all other ERISA Events
      that have occurred, could reasonably be expected to result in liability of
      either Borrower and its Restricted Subsidiaries in an aggregate amount exceeding
      (i) $10,000,000 in any year or (ii) $25,000,000 for all
      periods;

     

    (l)  any
      Lien
      purported to be created under any Security Document shall cease to be, or shall
      be asserted by any Loan Party not to be, a valid and perfected Lien on any
      Collateral, with the priority required by the applicable Security Document,
      except (i) as a result of the sale or other disposition of the applicable
      Collateral in a transaction permitted under the Loan Documents or (ii) as a
      result of the Security Agent’s failure to maintain possession of any stock
      certificates, promissory notes or other instruments delivered to it under any
      Security Document;

     

    (m)  the
      security interest in the Contract of Work granted in the FI Trust Agreement
      or
      any other security interest granted under any FI Security Document shall be
      deemed to be invalid or fail to be in full force and effect or the Contract
      of
      Work shall be terminated or otherwise fail to be in full force and effect or
      shall be amended without the consent of the Required Lenders in any manner
      which
      materially and adversely affects the rights and benefits granted to the FI
      Trustee and the Lenders under the FI Security Documents; or the Ministry of
      Mines and Energy of Indonesia (or any successor entity) or the Government of
      Indonesia shall have taken any action in contravention of the Contract of Work
      which materially adversely affects PTFI’s ability to perform its obligations
      under this Agreement or the rights and benefits granted to the FI Trustee under
      any FI Security Document;

     

    (n)  any
      Guarantee under Article IX of this Agreement or any Subsidiary Guarantee
      Agreement shall cease to be, or shall be asserted by any Loan Party not to
      be, a
      valid and enforceable Guarantee;

     

    (o)  any
      default or other event shall occur with respect to any of the Infrastructure
      Financing Documents, Additional Infrastructure Financing Documents or
      PT Kencana Financing Documents which would (with or without the passage of
      time or the giving of notice) permit acceleration or require prepayment of
      any
      of the Indebtedness or Attributable Debt with respect to any Infrastructure
      Financing, Additional Infrastructure Financing or PT Kencana Financing, as
      the case may be, (other than with respect to a casualty event or condemnation
      affecting the related Infrastructure Assets), permit foreclosure upon, or
      require PTFI to repurchase, the related Infrastructure Assets, Additional
      Infrastructure Assets or PT Kencana Assets, as the case may
      be;

     

    (p)  PTFI
      shall resign as “Operator” under the Participation Agreement or an “Event of
      Resignation” under the Participation Agreement (or any event or condition which
      with or without the passage of time or the giving of notice would constitute
      such an “Event of Resignation” (other than any event or condition that is an
      Event of Default hereunder)) shall occur and be continuing;

     

    (q)  
      any
      Governmental Authority shall condemn, seize, nationalize, assume the management
      of, or appropriate any material portion of the property, assets or revenues
      of
      either Borrower (either with or without payment of compensation);
      or

     

    (r)  a
      Change
      in Control shall occur;

     

    then,
      and
      in every such event (other than an event with respect to either Borrower
      described in clause (g) or (h) of this Article), and at any time
      thereafter during the continuance of such event, the Administrative Agent may,
      and at the request of the Required Lenders shall, by notice to the Borrowers,
      take any or all of the following actions, at the same or different
      times:  (i) terminate the Commitments, and thereupon the
      Commitments shall terminate immediately, (ii) declare the Loans then
      outstanding to be due and payable in whole (or in part, in which case any
      principal not so declared to be due and payable may thereafter be declared
      to be
      due and payable), and thereupon the principal of the Loans so declared to be
      due
      and payable, together with accrued interest thereon and all fees and other
      obligations of the Borrowers accrued hereunder, shall become due and payable
      immediately, without presentment, demand, protest or other notice of any kind,
      all of which are hereby waived by each Borrower and (iii) exercise any or
      all the remedies then available under the Security Documents, including the
      giving of an Allocation Notice, Blockage Notice or Enforcement Notice under
      the
      FI Trust Agreement and/or the exercise by the Administrative Agent of its right
      pursuant to Section 10.16 to remove PTFI as Operator under the Contract of
      Work pursuant to the Operator Replacement Agreement; and in case of any event
      with respect to either Borrower described in clause (g) or (h) of this
      Article, the Commitments shall automatically terminate and the principal of
      the
      Loans then outstanding, together with accrued interest thereon and all fees
      and
      other obligations of the Borrowers accrued hereunder, shall automatically become
      due and payable, without presentment, demand, protest or other notice of any
      kind, all of which are hereby waived by each Borrower.

     

    ARTICLE
      VIII

     

    The
      Agents and the FI Trustee

     

    Each
      of
      the Lenders and the Issuing Bank hereby irrevocably appoints (a) JPMCB as
      Administrative Agent under this Agreement and the other Loan Documents
      (including in its capacity as Operator Selection Representative under the
      Operator Replacement Agreement), (b) JPMCB as Security Agent for the
      Lenders under this Agreement and the other Loan Documents, (c) JPMCB as JAA
      Security Agent for the Lenders under this Agreement and the Third Amended and
      Restated JAA Fiduciary Transfer, (d) JPMCB as the Syndication Agent for the
      Lenders under this Agreement and the other Loan Documents and (e) U.S. Bank
      National Association to act as FI Trustee for the Lenders under the FI Trust
      Agreement and the Operator Replacement Agreement and as FI Security Agent for
      the Lenders under the Third Amended and Restated Surat Kuasa and the Third
      Amended and Restated Fiduciary Assignment. Each Lender and the Issuing Bank
      (x) confirms and agrees to be bound by the terms of the FI Trust Agreement,
      the FI Intercreditor Agreement, the Side Letter and the other Loan Documents
      and
      (y) agrees that the FI Trustee in accepting its appointment and in acting
      under the FI Trust Agreement, the Operator Replacement Agreement, the Third
      Amended and Restated Surat Kuasa and the Third Amended and Restated Fiduciary
      Assignment shall be entitled to all the rights, immunities, privileges,
      protections, exculpations, indemnifications, liens and other benefits applicable
      to its acting as trustee under the FI Trust Agreement. Each Lender and the
      Issuing Bank authorizes the Agents to take such actions on its behalf and to
      exercise such powers as are delegated to the applicable Agent by the terms
      of
      the applicable Loan Documents, together with such actions and powers as are
      reasonably incidental thereto.

     

    Each
      of
      the Lenders serving as the Administrative Agent, the Security Agent, the JAA
      Security Agent, the Syndication Agent and the FI Trustee hereunder shall have
      the same rights and powers in its capacity as a Lender as any other Lender
      and
      may exercise the same as though it were not the applicable Agent, and each
      of
      such Lenders and its Affiliates may accept deposits from, lend money to and
      generally engage in any kind of business with the Borrowers or any Subsidiary
      or
      other Affiliate thereof as if it were not an Agent hereunder.

     

    No
      Agent
      shall have any duties or obligations except those expressly set forth in the
      applicable Loan Documents. Without limiting the generality of the foregoing,
      (a) the Administrative Agent shall not be subject to any fiduciary or other
      implied duties, regardless of whether a Default has occurred and is continuing,
      (b) the Administrative Agent shall not have any duty to take any
      discretionary action or exercise any discretionary powers, except discretionary
      rights and powers expressly contemplated by the Loan Documents that the
      Administrative Agent is required to exercise in writing as directed by the
      Required Lenders (or such other number or percentage of the Lenders as shall
      be
      necessary under the circumstances as provided in Section 10.02), and
      (c) except as expressly set forth in the Loan Documents, the Administrative
      Agent shall not have any duty to disclose, and shall not be liable for the
      failure to disclose, any information relating to either Borrower or any of
      its
      Subsidiaries that is communicated to or obtained by the bank serving as
      Administrative Agent or any of its Affiliates in any capacity. The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      with the consent or at the request of the Required Lenders (or such other number
      or percentage of the Lenders as shall be necessary under the circumstances
      as
      provided in Section 10.02) or in the absence of its own gross negligence or
      wilful misconduct. The Administrative Agent shall not be deemed to have
      knowledge of any Default unless and until written notice thereof is given to
      the
      Administrative Agent by either Borrower or a Lender, and the Administrative
      Agent shall not be responsible for or have any duty to ascertain or inquire
      into
      (i) any statement, warranty or representation made in or in connection with
      any Loan Document, (ii) the contents of any certificate, report or other
      document delivered thereunder or in connection therewith, (iii) the
      performance or observance of any of the covenants, agreements or other terms
      or
      conditions set forth in any Loan Document, (iv) the validity,
      enforceability, effectiveness or genuineness of any Loan Document or any other
      agreement, instrument or document, or (v) the satisfaction of any condition
      set forth in Article IV or elsewhere in any Loan Document, other than to
      confirm receipt of items expressly required to be delivered to the
      Administrative Agent.

     

    Without
      limiting the generality of the foregoing, the Security Agent and the JAA
      Security Agent are hereby expressly authorized to execute any and all documents
      (including releases) with respect to the collateral under the Lender Security
      Documents and the Third Amended and Restated JAA Fiduciary Transfer (as
      applicable) and the rights of the secured parties with respect thereto, as
      contemplated by and in accordance with the provisions of this Agreement and
      the
      Lender Security Documents. In addition, each Lender and the Issuing Bank hereby
      irrevocably authorizes and directs the Administrative Agent to enter, on behalf
      of each of them, into the FI Security Documents Amendments and agrees to be
      bound by the terms of the Security Documents. Each Lender and the Issuing Bank
      hereby irrevocably authorizes and directs the Security Agent, the JAA Security
      Agent and the FI Security Agent, as applicable, to enter into amendments from
      time to time to the Security Documents or take any other action for the purpose
      of naming as Secured Parties thereunder (i) Lenders that become parties to
      this
      Agreement after the Effective Date and/or (ii) Lender Affiliates that become
      counterparties to Hedging Agreements, the obligations under which are secured
      by
      the Security Documents.

     

    Each
      Agent shall be entitled to rely upon, and shall not incur any liability for
      relying upon, any notice, request, certificate, consent, statement, instrument,
      document or other writing believed by it to be genuine and to have been signed
      or sent by the proper Person. Each Agent also may rely upon any statement made
      to it orally or by telephone and believed by it to be made by the proper Person,
      and shall not incur any liability for relying thereon. Each Agent may consult
      with legal counsel (who may be counsel for the Borrowers), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts.

     

    Each
      Agent may perform any and all its duties and exercise its rights and powers
      by
      or through any one or more sub-agents appointed by the applicable Agent. Each
      Agent and any such sub-agent may perform any and all its duties and exercise
      its
      rights and powers through their respective Related Parties. The exculpatory
      provisions of the preceding paragraphs shall apply to any such sub-agent and
      to
      the Related Parties of each Agent and any such sub-agent, and shall apply to
      their respective activities in connection with the syndication of the credit
      facilities provided for herein as well as activities as Agent.

     

    No
      Agent
      shall commence any litigation in the name of, or on behalf of, any Lender
      without the prior consent of such Lender; provided,
      however,
      that
      notwithstanding the foregoing, in the event that any Agent commences any
      litigation at the direction of the Required Lenders, any Lender that shall
      not
      have consented thereto shall remain liable for its pro rata share of the costs
      and expenses of such Agent pursuant to the provisions of this
      Agreement.

     

    Subject
      to the appointment and acceptance of a successor as provided in this paragraph,
      any Agent may resign at any time by notifying the Lenders and the Borrowers.
      Upon any such resignation, the Required Lenders shall have the right, in
      consultation with the Borrowers, to appoint a successor Administrative Agent,
      Security Agent, JAA Security Agent or Syndication Agent, as the case may be.
      If
      no successor shall have been so appointed by the Required Lenders and shall
      have
      accepted such appointment within 30 days after the retiring Agent gives
      notice of its resignation, then the retiring Agent may, on behalf of the
      Lenders, appoint a successor Administrative Agent, Security Agent, JAA Security
      Agent or Syndication Agent, as the case may be, which shall be a bank with
      an
      office in New York, New York, or an Affiliate of any such bank. Upon the
      acceptance of its appointment as Administrative Agent, Security Agent, JAA
      Security Agent or Syndication Agent, as the case may be, hereunder by a
      successor, such successor Administrative Agent, Security Agent, JAA Security
      Agent or Syndication Agent, as applicable, shall succeed to and become vested
      with all the rights, powers, privileges and duties of the retiring Agent, and
      the retiring Agent shall be discharged from its duties and obligations
      hereunder. The fees payable by the Borrowers to a successor Agent shall be
      the
      same as those payable to its predecessor unless otherwise agreed between the
      Borrowers and such successor. After any Agent’s resignation hereunder, the
      provisions of this Article and Section 10.03 shall continue in effect for
      the benefit of such retiring Agent, its sub-agents and their respective Related
      Parties in respect of any actions taken or omitted to be taken by any of them
      while it was acting as an Agent.

     

    Each
      Lender acknowledges that it has, independently and without reliance upon the
      Agents or any other Lender and based on such documents and information as it
      has
      deemed appropriate, made its own credit analysis and decision to enter into
      this
      Agreement. Each Lender also acknowledges that it will, independently and without
      reliance upon the Agents or any other Lender and based on such documents and
      information as it shall from time to time deem appropriate, continue to make
      its
      own decisions in taking or not taking action under or based upon this Agreement,
      any other Loan Document or related agreement or any document furnished hereunder
      or thereunder.

     

    The
      obligations of the Administrative Agent, Security Agent, JAA Security Agent,
      the
      FI Trustee and the Syndication Agent shall be separate and several and neither
      of them shall be responsible or liable for the acts or omissions of the other,
      except, to the extent that any such Agent serves in more than one agency
      capacity, such Agent shall be responsible for the acts and omissions relating
      to
      each such agency function.

     

    Without
      the prior written consent of the Required Lenders but subject to
      Section 10.02(b), the Administrative Agent, the Security Agent and the JAA
      Security Agent will not, except as contemplated by the following paragraph,
      consent to any modification, supplement or waiver of the FI Intercreditor
      Agreement, the Lender Security Documents, the FI Trust Agreement, the Operator
      Replacement Agreement or the Third Amended and Restated JAA Fiduciary Transfer
      and the FI Trustee will not consent to any modification, supplement or waiver
      of
      the FI Trust Agreement, the Operator Replacement Agreement, the Third Amended
      and Restated Surat Kuasa or the Third Amended and Restated Fiduciary
      Assignment.

     

    Notwithstanding
      any other provision of this Article VIII, the Administrative Agent will, at
      the
      request of FCX or PTFI, instruct the FI Trustee, the Security Agent and/or
      the
      JAA Security Agent, as applicable, to release (or to subordinate such interest)
      from the FI Trust Agreement and/or the FCX Pledge Agreements and/or the Lender
      Security Agreement and/or the other FI Security Documents, as applicable (and
      enter into an amendment to the FI Trust Agreement and/or the FCX Pledge
      Agreements and/or the Lender Security Agreement and/or the other FI Security
      Documents and execute such other instruments as may be necessary in connection
      therewith), any interest of the FI Trustee, the Security Agent and/or the JAA
      Security Agent, as applicable, upon receipt by the Administrative Agent of
      a
      certificate from a Financial Officer of PTFI specifying the asset to be released
      and the related transaction and certifying that after giving effect thereto,
      no
      Default or Event of Default shall occur or be continuing, specific assets (which
      may either be released from the Lien of the FI Security Documents or the FCX
      Pledge Agreements or excluded from the after-acquired property clauses of the
      FI
      Security Documents) as required to be released to allow sales, transfers or
      other dispositions, secured financings, capital leases and sale leaseback
      transactions and pledges of assets expressly permitted hereby. In addition,
      upon
      consummation of a PT Kencana Financing, to the extent requested in a
      certificate from a Financial Officer of PTFI, which certificate shall certify
      that after giving effect to the release of such Guarantee no Default or Event
      of
      Default shall occur or be continuing, PT Kencana and/or PT Kencana, as
      applicable, shall automatically be released from its Guarantee. It is understood
      and agreed that releases in connection with this paragraph shall not require
      any
      further consent of the Required Lenders.

     

    The
      Administrative Agent is hereby authorized to, and to instruct the FI Trustee
      and
      the JAA Security Agent to, enter into or consent to an amendment to the
      Participation Agreement or other RTZ Documents permitting PTFI to incur
      Indebtedness of the type permitted by Section 6.01(a)(iv) hereof without
      the necessity of the holders of such Indebtedness becoming party to the Side
      Letter. Such amendment or consent will not require any further consent of the
      Required Lenders.

     

    ARTICLE
      IX

     

    Guarantee

     

    As
      consideration for the Lenders’ obligations to lend to PTFI hereunder, FCX hereby
      unconditionally and irrevocably guarantees, as a primary obligor and not merely
      as a surety, the due and punctual payment of (i) the principal of and
      interest (including interest accruing during the pendency of any bankruptcy,
      insolvency, receivership or similar proceeding, regardless of whether allowed
      or
      allowable in such proceeding) on each Loan to PTFI, when and as due, whether
      at
      maturity, by acceleration, by notice of prepayment or otherwise, (ii) each
      payment required to be made by PTFI under this Agreement in respect of any
      Letter of Credit, when and as due, including payments in respect of
      reimbursement of disbursements, interest thereon, and any obligation to provide
      cash collateral, (iii) all other monetary obligations of PTFI to the
      Lenders, the Issuing Bank, the Agents and the FI Trustee under this Agreement
      and the other Loan Documents, including in respect of fees, costs, expenses
      and
      indemnities (including any monetary obligations incurred during the pendency
      of
      any bankruptcy, insolvency, receivership or similar proceeding, regardless
      of
      whether allowed or allowable in such proceeding) (iv) all amounts owing by
      PTFI pursuant to any Permitted Secured Hedge with PTFI, (v) all obligations
      owed
      from time to time by PTFI to JPMCB or its Affiliates in respect of (A) cash
      management services and (B) any Purchasing Card Program, in each case including
      obligations in respect of overdrafts, temporary advances, interest and fees,
      and
      (vi) all other Obligations of PTFI (collectively, the “PTFI
      Obligations”).
      As
      consideration for the Lenders’ obligations to lend to FCX hereunder, PTFI hereby
      unconditionally and irrevocably guarantees, as a primary obligor and not merely
      as a surety, the due and punctual payment of (i) the principal of and
      interest (including interest accruing during the pendency of any bankruptcy,
      insolvency, receivership or similar proceeding, regardless of whether allowed
      or
      allowable in such proceeding) on each Loan to FCX when and as due, whether
      at
      maturity, by acceleration, by notice of prepayment or otherwise, (ii) each
      payment required to be made by FCX under this Agreement in respect of any Letter
      of Credit, when and as due, including payments in respect of reimbursement
      of
      disbursements, interest thereon, and any obligation to provide cash collateral,
      including in respect of fees, costs, expenses and indemnities (including any
      monetary obligations incurred during the pendency of any bankruptcy, insolvency,
      receivership or similar proceeding, regardless of whether allowed or allowable
      in such proceeding), (iii) all other monetary obligations of FCX to the
      Lenders, the Issuing Bank, the Agents and the FI Trustee under this Agreement
      and the other Loan Documents, (iv) all amounts owing by FCX pursuant to any
      Permitted Secured Hedge with FCX, (v) all obligations owed from time to time
      by
      FCX to JPMCB or its Affiliates in respect of (A) cash management services and
      (B) any Purchasing Card Program, in each case including obligations in respect
      of overdrafts, temporary advances, interest and fees, and (vi) all other
      Obligations of FCX (collectively, the “FCX
      Obligations”
and,
      together with the PTFI Obligations, the “Guaranteed
      Obligations”).
      Each
      of FCX and PTFI further agrees that the PTFI Obligations or the FCX Obligations,
      as the case may be, may be extended or renewed, in whole or in part, without
      notice or further assent from it, and that it will remain bound upon its
      guarantee notwithstanding any extension or renewal of any such PTFI Obligation
      or FCX Obligation, as applicable.

     

    FCX
      waives presentment to, demand of payment from and protest to PTFI of any of
      the
      PTFI Obligations, and PTFI waives presentment to, demand of payment from and
      protest to FCX of any of the FCX Obligations, and each Borrower also waives
      notice of acceptance of its guarantee and notice of protest for nonpayment.
      The
      obligations of FCX and PTFI under this Article IX shall not be affected by
      (a) the failure of any Lender, any Agent or the FI Trustee to assert
      any claim or demand or to enforce any right or remedy against PTFI or FCX,
      respectively, under the provisions of this Agreement or otherwise; (b) any
      rescission, waiver, amendment or modification of any of the terms or provisions
      of this Agreement, any guarantee or any other agreement; (c) the release or
      non-perfection of any security held by any Lender, any Agent or the FI Trustee
      for the Guaranteed Obligations guaranteed by it or any of them or (d) the
      failure of any Lender, any Agent or the FI Trustee to exercise any right or
      remedy against any other guarantor of the PTFI Obligations or FCX Obligations,
      respectively.

     

    Each
      of
      FCX and PTFI further agree that its guarantee constitutes a guarantee of payment
      when due and not of collection, and waives any right to require that any resort
      be had by any Lender, any Agent or the FI Trustee to any security held for
      payment of the PTFI Obligations or of the FCX Obligations or to any balance
      of
      any deposit account or credit on the books of such Lender in favor of PTFI
      or
      FCX, as applicable, or any other Person.

     

    The
      obligations of FCX or PTFI under this Article IX shall not be subject to
      any reduction, limitation, impairment or termination for any reason, including,
      without limitation, any claim of waiver, release, surrender, alteration or
      compromise, and shall not be subject to any defense or setoff, counterclaim,
      recoupment or termination whatsoever by reason of the invalidity, illegality
      or
      unenforceability of the PTFI Obligations or the FCX Obligations, respectively,
      or otherwise. Without limiting the generality of the foregoing, the obligations
      of FCX or PTFI under this Article IX shall not be discharged or impaired or
      otherwise affected by the failure of any Lender, any Agent or the FI Trustee
      to
      assert any claim or demand or to enforce any remedy under this Agreement, any
      guarantee or any other agreement, by any waiver or modification of any thereof,
      by any default, failure or delay, wilful or otherwise, in the performance of
      the
      PTFI Obligations or the FCX Obligations, respectively, or by any other act
      or
      omission which may or might in any manner or to any extent vary the risk of
      FCX
      or PTFI, or otherwise operate as a discharge of FCX or PTFI as a matter of
      law
      or equity.

     

    Each
      of
      FCX and PTFI further agree that its guarantee shall continue to be effective
      or
      be reinstated, as the case may be, if at any time payment, or any part thereof,
      of principal of or interest on any Guaranteed Obligation guaranteed by it
      (including, without limitation, any payment pursuant to this guarantee) is
      rescinded or must otherwise be restored by any Lender, any Agent or the FI
      Trustee upon the bankruptcy or reorganization of PTFI or FCX, respectively,
      or
      otherwise.

     

    In
      furtherance of the foregoing and not in limitation of any other right which
      any
      Lender, any Agent or the FI Trustee may have at law or in equity against FCX
      or
      PTFI by virtue hereof, upon the failure of FCX or PTFI, respectively, to pay
      any
      of the PTFI Obligations or the FCX Obligations, respectively, when and as the
      same shall become due, whether at maturity, by acceleration, after notice of
      prepayment or otherwise, each of FCX and PTFI hereby promises to and will,
      upon
      receipt of written demand by any Lender, any Agent or the FI Trustee, forthwith
      pay, or cause to be paid, to the Administrative Agent for distribution to the
      Lenders, the Agents or the FI Trustee, as appropriate, in cash the amount of
      such unpaid PTFI Obligations or FCX Obligations, as the case may be, and at
      such
      time as all such PTFI Obligations or FCX Obligations owing to such Lender,
      such
      Agent, or the FI Trustee as applicable, have been indefeasibly paid in full
      and
      its Commitment terminated, such Lender shall, in a reasonable manner, assign
      the
      amount of such PTFI Obligations or FCX Obligations, as applicable, owed to
      it
      and paid by FCX or PTFI pursuant to this guarantee to FCX or PTFI, such
      assignment to be pro tanto
      to the
      extent to which the PTFI Obligations or FCX Obligations in question were
      discharged by FCX of PTFI, as applicable, or make such other disposition thereof
      as FCX or PTFI shall direct (all without recourse to such Lender, such Agent
      or
      the FI Trustee, as applicable, and without any representation or warranty by
      such Lender, such Agent or the FI Trustee, as applicable).

     

    Upon
      payment by FCX or PTFI of any sums to a Lender, an Agent or the FI Trustee
      as
      provided above in this Article IX, all rights of FCX against PTFI or of
      PTFI against FCX arising as a result thereof by way of right of subrogation
      or
      otherwise (a) shall in all respects be subordinated and junior in right of
      payment to the prior indefeasible payment in full of all the PTFI Obligations
      or
      FCX Obligations, as applicable, to the Lenders, the Agents and the FI Trustee
      and (b) shall not be exercised by FCX or PTFI, as applicable, prior to
      indefeasible payment in full of all Loans, the indefeasable reimbursement of
      all
      LC Disbursements, the termination of all Commitments and the termination or
      expiration of all Letters of Credit hereunder. Notwithstanding the foregoing,
      PTFI hereby waives all rights of subrogation against FCX arising as a result
      of
      any payment by PTFI under this Article IX including, without limitation,
      all rights to any proceeds from a liquidation of FCX.

     

    To
      the
      extent that the laws of the Republic of Indonesia are applicable to this Article
      IX, PTFI hereby waives any and all rights and privileges accorded by those
      laws
      to a guarantor, including without limitation the rights and privileges contained
      in Articles 1430, 1831, 1833, 1837, and 1847 through 1849 of the Indonesian
      Civil Code.

     

    ARTICLE
      X

     

    Miscellaneous

     

    SECTION
      10.01.   Notices. (a)
      Except
      in
      the case of notices and other communications expressly permitted to be given
      by
      telephone (and subject to paragraph (b) below), all notices and other
      communications provided for herein shall be in writing and shall be delivered
      by
      hand or overnight courier service, mailed by certified or registered mail or
      sent by telecopy, as follows:

     

    (i)  if
      to
      either Borrower, to it at Freeport-McMoRan Copper & Gold Inc., 1615
      Poydras Street, New Orleans, LA 70112, Attention of Treasurer (Telecopy
      No. (504) 582-4511);

     

    (ii)  if
      to the
      Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services
      Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention of Mr.
      Andrew Perkins (Telecopy No. (713) 750-2223), with a copy to JPMorgan Chase
      Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention of James Ramage
      (Telecopy No. (212) 270-5100); and

     

    (iii)  if
      to the
      Issuing Bank, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group,
      1111
      Fannin Street, 10th Floor, Houston, Texas 77002, Attention of Mr. Andrew Perkins
      (Telecopy No. (713) 750-2223), with a copy to JPMorgan Chase Bank, N.A., 270
      Park Avenue, New York, New York 10017, Attention of James Ramage (Telecopy
      No.
      (212) 270-5100); and

     

    (iv)  if
      to any
      other Lender, to it at its address (or telecopy number) set forth in its
      Administrative Questionnaire.

     

    (b)
        Notices
      and other communications to the Lenders hereunder may be delivered pursuant
      to
      procedures approved by the Administrative Agent; provided
      that the
      foregoing shall not apply to notices pursuant to Article II unless
      otherwise agreed by the Administrative Agent and the applicable Lender. The
      Administrative Agent or the Borrowers may, in its discretion, agree to accept
      notices and other communications to it hereunder by electronic communication
      pursuant to procedures approved by it; provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

    (c)
        Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto. All notices
      and
      other communications given to any party hereto in accordance with the provisions
      of this Agreement shall be deemed to have been given on the date of receipt.
      Any
      notice delivered to FCX hereunder shall be deemed also to have been given to
      PTFI, and such notice shall be deemed to have been given to PTFI on the day
      it
      is deemed to have been given to FCX.

     

    SECTION
      10.02.   Waivers;
      Amendments. (a)
      No
      failure or delay by any Agent, any Lender, the Issuing Bank or the FI Trustee
      in
      exercising any right or power hereunder or under any other Loan Document shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such right or power, or any abandonment or discontinuance of steps to enforce
      such a right or power, preclude any other or further exercise thereof or the
      exercise of any other right or power. The rights and remedies of the Agents,
      the
      Lenders, the Issuing Bank and the FI Trustee hereunder and under the other
      Loan
      Documents are cumulative and are not exclusive of any rights or remedies that
      they would otherwise have. No waiver of any provision of any Loan Document
      or
      consent to any departure by any Loan Party therefrom shall in any event be
      effective unless the same shall be permitted by paragraph (b) of this
      Section, and then such waiver or consent shall be effective only in the specific
      instance and for the purpose for which given. Without limiting the generality
      of
      the foregoing, the making of a Loan or the issuance, amendment, extension or
      renewal of a Letter of Credit shall not be construed as a waiver of any Default,
      regardless of whether any Agent, any Lender, the Issuing Bank or the FI Trustee
      may have had notice or knowledge of such Default at the time.

     

    (b)
        Neither
      this Agreement nor any other Loan Document nor any provision hereof or thereof
      may be waived, amended or modified except, in the case of this Agreement,
      pursuant to an agreement or agreements in writing entered into by each Borrower
      and the Required Lenders or, in the case of any other Loan Document, pursuant
      to
      an agreement or agreements in writing entered into by the Agents and the Loan
      Party or Loan Parties that are parties thereto and, if a party thereto, the
      FI
      Trustee or the FI Security Agent, in each case with the consent of the Required
      Lenders; provided
      that no
      such agreement shall (i) increase the Commitment of any Lender without the
      written consent of such Lender, (ii) reduce the principal amount of any
      Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
      fees payable hereunder, without the written consent of each Lender affected
      thereby, (iii) postpone the maturity of any Loan, or the required date of
      reimbursement of any LC Disbursement under Section 2.05, or any date for
      the payment of any interest or fees payable hereunder, or reduce the amount
      of,
      waive or excuse any such payment, or postpone the scheduled date of expiration
      of any Commitment, without the written consent of each Lender affected thereby,
      (iv) change Section 2.17(b) or (c) in a manner that would alter
      the pro rata sharing of payments required thereby, without the written
      consent of each Lender, (v) change any of the provisions of this Section or
      the
      percentage set forth in the definition of “Required Lenders” or any other
      provision of any Loan Document specifying the number or percentage of Lenders
      required to waive, amend or modify any rights thereunder or make any
      determination or grant any consent thereunder, without the written consent
      of
      each Lender, (vi) release either FCX or PTFI from its Guarantee hereunder
      or limit its liability in respect of such Guarantee, without the written consent
      of each Lender or (vii) release all or substantially all the Collateral from
      the
      Liens of the Security Documents, without the written consent of each Lender;
      provided
      further
      that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      any Agent, the FI Trustee or the Issuing Bank without the prior written consent
      of such Agent, the FI Trustee or the Issuing Bank, as the case may be.
      Notwithstanding the foregoing, any provision of this Agreement may be amended
      by
      an agreement in writing entered into by the Borrowers, the Required Lenders
      and
      the Administrative Agent if (i) by the terms of such agreement any remaining
      Commitment and/or Exposure of each Lender not consenting to the amendment
      provided for therein shall terminate upon the effectiveness of such amendment
      and (ii) at the time such amendment becomes effective, each Lender not
      consenting thereto receives payment in full of the principal of and interest
      accrued on each Loan made by it and all other amounts owing to it or accrued
      for
      its account under this Agreement.

     

    SECTION
      10.03.   Expenses;
      Indemnity; Damage Waiver. (a)
      Each
      Borrower agrees, jointly and severally, to pay (i) all reasonable
      out-of-pocket expenses incurred by each Agent and its Affiliates and the FI
      Trustee, including the reasonable fees, charges and disbursements of counsel
      for
      each Agent, in connection with the syndication of the credit facilities provided
      for herein, the preparation and administration of the Loan Documents or any
      amendments, modifications or waivers of the provisions thereof (whether or
      not
      the transactions contemplated hereby or thereby shall be consummated),
      (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
      connection with the issuance, amendment, extension or renewal of any Letter
      of
      Credit or any demand for payment thereunder and (iii) all out-of-pocket
      expenses incurred by any Agent, the FI Trustee, the Issuing Bank or any Lender,
      including the fees, charges and disbursements of any counsel for any Agent,
      the
      FI Trustee, the Issuing Bank or any Lender, in connection with the enforcement
      or protection of its rights in connection with the Loan Documents, including
      its
      rights under this Section, or in connection with the Loans made or Letters
      of
      Credit issued hereunder, including all such out-of-pocket expenses incurred
      during any workout, restructuring or negotiations in respect of such Loans
      or
      Letters of Credit.

     

    (b)
        Each
      Borrower agrees, jointly and severally, to indemnify each Agent, each Lender,
      the Issuing Bank and the FI Trustee, and each Related Party of any of the
      foregoing Persons (each such Person being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the fees, charges and
      disbursements of any counsel for any Indemnitee, incurred by or asserted against
      any Indemnitee arising out of, in connection with, or as a result of
      (i) the execution or delivery of any Loan Document or any other agreement
      or instrument contemplated hereby, the performance by the parties to the Loan
      Documents of their respective obligations thereunder or the consummation of
      the
      Transactions or any other transactions contemplated hereby, (ii) any Loan
      or Letter of Credit or the use of the proceeds therefrom (including any refusal
      by the Issuing Bank to honor a demand for payment under a Letter of Credit
      if
      the documents presented in connection with such demand do not strictly comply
      with the terms of such Letter of Credit), (iii) any actual or alleged
      presence or release of Hazardous Materials on or from any property currently
      or
      formerly owned or operated by either Borrower or any of its Subsidiaries, or
      any
      Environmental Liability related in any way to either Borrower or any of its
      Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
      or proceeding relating to any of the foregoing, whether based on contract,
      tort
      or any other theory and regardless of whether any Indemnitee is a party thereto;
      provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or wilful misconduct of such
      Indemnitee.

     

    (c)
        To
      the
      extent that either Borrower fails to pay any amount required to be paid by
      it to
      any Agent, the Issuing Bank or the FI Trustee under paragraph (a) or
      (b) of this Section, each Lender severally agrees to pay to the applicable
      Agent, the Issuing Bank or the FI Trustee, as the case may be, such Lender’s pro
      rata share (determined as of the time that the applicable unreimbursed expense
      or indemnity payment is sought) of such unpaid amount; provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against such Agent,
      the
      Issuing Bank or the FI Trustee as the case may be, in its capacity as such.
      For
      purposes hereof, a Lender’s “pro rata share” shall be determined based upon its
      share of the sum of the total Exposures and unused Commitments at the time.
      If
      any action, suit or proceeding arising from any of the foregoing is brought
      against any Lender, any Agent, the Issuing Bank, the FI Trustee or other Person
      indemnified or intended to be indemnified pursuant to this Section 10.03,
      PTFI and FCX, to the extent and in the manner directed by such indemnified
      party, will resist and defend such action, suit or proceeding or cause the
      same
      to be resisted and defended by counsel designated by PTFI and FCX (which counsel
      shall be satisfactory to such Lender, such Agent, the Issuing Bank, the FI
      Trustee or other Person indemnified or intended to be indemnified). If PTFI
      or
      FCX shall fail to do any act or thing which it has covenanted to do hereunder
      or
      any representation or warranty on the part of PTFI or FCX contained in this
      Agreement shall be breached, any Lender, the FI Trustee, the Issuing Bank or
      any
      Agent may (but shall not be obligated to) do the same or cause it to be done
      or
      remedy any such breach, and may expend its funds for such purpose. Any and
      all
      amounts so expended by any Lender, the FI Trustee, the Issuing Bank or any
      Agent
      shall be repayable to it by PTFI and FCX immediately upon such Person’s demand
      therefor.

     

    (d)
        To
      the
      extent permitted by applicable law, neither Borrower shall assert, and each
      hereby waives, any claim against any Indemnitee, on any theory of liability,
      for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement or any agreement or instrument contemplated hereby, the Transactions,
      any Loan or Letter of Credit or the use of the proceeds thereof.

     

    (e)
        All
      amounts due under this Section shall be payable not later than 10 days after
      written demand therefor.

     

    SECTION
      10.04.   Successors
      and Assigns. (a)
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby
      (including any Affiliate of the Issuing Bank that issues any Letter of Credit),
      except that (i) neither Borrower may assign or otherwise transfer any of its
      rights or obligations hereunder without the prior written consent of each Lender
      (and any attempted assignment or transfer by either Borrower without such
      consent shall be null and void) and (ii) no Lender may assign or otherwise
      transfer its rights or obligations hereunder except in accordance with this
      Section. Nothing in this Agreement, expressed or implied, shall be construed
      to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby (including any Affiliate of the Issuing
      Bank that issues any Letter of Credit), Participants (to the extent provided
      in
      paragraph (c) of this Section) and, to the extent expressly contemplated hereby,
      the Related Parties of each of the Agents, the Issuing Bank, the FI Trustee
      and
      the Lenders) any legal or equitable right, remedy or claim under or by reason
      of
      this Agreement.

     

    (b)
        (i)
      Subject to the conditions set forth in paragraph (b)(ii) below, any Lender
      may
      assign to one or more assignees all or a portion of its rights and obligations
      under this Agreement (including all or a portion of its Commitment or LC
      Exposure and the Loans at the time owing to it) with the prior consent (such
      consent not to be unreasonably withheld, it being understood that the Borrowers
      may withhold their consent to an assignment to a Lender that would, as of the
      effective date of such assignment, be entitled to claim compensation under
      Section 2.14 which the assignor Lender would not be entitled to claim as of
      that
      date) of:

     

    (A)
      the
      Borrowers; provided
      that no
      consent of either Borrower shall be required for an assignment to a Lender,
      an
      Affiliate of a Lender, an Approved Fund or, if an Event of Default under
      clause (a), (b), (g) or (h) of Article VII has occurred and is
      continuing, any other assignee; and

     

    (B)
      the
      Administrative Agent; provided
      that no
      consent of the Administrative Agent shall be required for an assignment of
      a
      Loan, Commitment or LC Exposure to an assignee that is a Lender with a Loan,
      Commitment or LC Exposure immediately prior to giving effect to such assignment.
      

     

    (ii)
      Assignments shall be subject to the following additional
      conditions:

     

    (A)
      except in the case of an assignment to a Lender or an Affiliate of a Lender
      or
      an assignment of the entire remaining amount of the assigning Lender’s
      Commitment, the amount of the Commitment of the assigning Lender subject to
      each
      such assignment (determined as of the date the Assignment and Assumption with
      respect to such assignment is delivered to the Administrative Agent) shall
      not
      be less than $1,000,000 unless each of the Borrowers and the Administrative
      Agent otherwise consent; provided
      that no
      such consent of either Borrower shall be required if an Event of Default under
      clause (a), (b), (g) or (h) of Article VII has occurred and is
      continuing;

     

    (B)
      each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement;

     

    (C)
      the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500, payable by either the assignee or the assignor; and

     

    (D)
      the
      assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      an Administrative Questionnaire.

     

    For
      purposes of this Section 10.04(b), the term “Approved Fund” has the following
      meaning:

     

    “Approved
      Fund”
means
      any Person (other than a natural person) that is engaged in making, purchasing,
      holding or investing in bank loans and similar extensions of credit in the
      ordinary course of its business and that is administered or managed by a Lender,
      an Affiliate of a Lender or an entity or an Affiliate of an entity that
      administers or manages a Lender.

     

    (iii)
      Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
      of this Section, from and after the effective date specified in each Assignment
      and Assumption the assignee thereunder shall be a party hereto and, to the
      extent of the interest assigned by such Assignment and Assumption, have the
      rights and obligations of a Lender under this Agreement, and the assigning
      Lender thereunder shall, to the extent of the interest assigned by such
      Assignment and Assumption, be released from its obligations under this Agreement
      (and, in the case of an Assignment and Assumption covering all of the assigning
      Lender’s rights and obligations under this Agreement, such Lender shall cease to
      be a party hereto but shall continue to be entitled to the benefits of
      Sections 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a
      Lender of rights or obligations under this Agreement that does not comply with
      this Section 10.04 shall be treated for purposes of this Agreement as a sale
      by
      such Lender of a participation in such rights and obligations in accordance
      with
      paragraph (c) of this Section.

     

    (iv)
      The
      Administrative Agent, acting for this purpose as an agent of the Borrowers,
      shall maintain at one of its offices a copy of each Assignment and Assumption
      delivered to it and a register for the recordation of the names and addresses
      of
      the Lenders, and the Commitment of, and principal amount of the Loans and LC
      Disbursements owing to, each Lender pursuant to the terms hereof from time
      to
      time (the “Register”).
      The
      entries in the Register shall be conclusive, and the Borrowers, the Agents,
      the
      Issuing Bank, the FI Trustee and the Lenders may treat each Person whose name
      is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrowers, any Agent, the
      Issuing Bank, the FI Trustee and any Lender, at any reasonable time and from
      time to time upon reasonable prior notice.

     

    (v)
      Upon
      its receipt of a duly completed Assignment and Assumption executed by an
      assigning Lender and an assignee, the assignee’s completed Administrative
      Questionnaire (unless the assignee shall already be a Lender hereunder), the
      processing and recordation fee referred to in paragraph (b) of this Section
      and any written consent to such assignment required by paragraph (b) of
      this Section, the Administrative Agent shall accept such Assignment and
      Assumption and record the information contained therein in the Register. No
      assignment shall be effective for purposes of this Agreement unless it has
      been
      recorded in the Register as provided in this paragraph.

     

    (vi)
      At
      the request of either Borrower, the Administrative Agent or the assignee under
      an Assignment and Assumption, each of the Borrowers, the Administrative Agent
      and such assignee shall enter into any amendments to the Security Documents
      or
      take any other actions for the purpose of naming such assignee as a Secured
      Party thereunder.

     

    (c)
        (i)
      Any
      Lender may, without the consent of, or notice to, the Borrowers, the
      Administrative Agent or the Issuing Bank, sell participations to one or more
      banks or other entities (a “Participant”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitment or LC Exposure and the Loans
      owing
      to it); provided
      that
      (A) such Lender’s obligations under this Agreement shall remain unchanged,
      (B) such Lender shall remain solely responsible to the other parties hereto
      for the performance of such obligations, (C) the Borrowers, the Agents, the
      Issuing Bank, the FI Trustee and the other Lenders shall continue to deal solely
      and directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement and (D) such Lender will continue to give
      prompt attention to and process (including, if required, through discussions
      with Participants) requests for waivers or amendments hereunder. Any agreement
      or instrument pursuant to which a Lender sells such a participation shall
      provide that such Lender shall retain the sole right to enforce the Loan
      Documents and to approve any amendment, modification or waiver of any provision
      of the Loan Documents; provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 10.02(b) that affects such
      Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers
      agree that each Participant shall be entitled to the benefits of
      Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and
      had acquired its interest by assignment pursuant to paragraph (b) of this
      Section. To the extent permitted by law, each Participant also shall be entitled
      to the benefits of Section 10.08 as though it were a Lender, provided such
      Participant agrees to be subject to Section 2.17(c) as though it were a
      Lender.

     

    (ii)
      A
      Participant shall not be entitled to receive any greater payment under
      Section 2.14 or 2.16 than the applicable Lender would have been entitled to
      receive with respect to the participation sold to such Participant, unless
      the
      sale of the participation to such Participant is made with the Borrowers’ prior
      written consent. A Participant that would be a Foreign Lender if it were a
      Lender shall not be entitled to the benefits of Section 2.16 unless the
      Borrowers are notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of the Borrowers, to comply with
      Section 2.16(e) as though it were a Lender.

     

    (d)
        Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank, and this Section shall not apply to any such pledge or assignment of
      a
      security interest; provided
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto.

     

    SECTION
      10.05.   Survival.
      All
      covenants, agreements, representations and warranties made by the Loan Parties
      in the Loan Documents and in the certificates or other instruments delivered
      in
      connection with or pursuant to this Agreement or any other Loan Document shall
      be considered to have been relied upon by the other parties hereto and shall
      survive the execution and delivery of the Loan Documents and the making of
      any
      Loans and issuance of any Letters of Credit, regardless of any investigation
      made by any such other party or on its behalf and notwithstanding that any
      Agent, the FI Trustee or any Lender may have had notice or knowledge of any
      Default or incorrect representation or warranty at the time any credit is
      extended hereunder, and shall continue in full force and effect as long as
      the
      principal of or any accrued interest on any Loan or any fee or any other amount
      payable under this Agreement is outstanding and unpaid or any Letter of Credit
      is outstanding and so long as the Commitments have not expired or terminated.
      The provisions of Sections 2.14, 2.15, 2.16 and 10.03 and Article VIII
      shall survive and remain in full force and effect regardless of the consummation
      of the transactions contemplated hereby, the repayment of the Loans, the
      expiration or termination of the Commitments or the termination of this
      Agreement or any provision hereof.

     

    SECTION
      10.06.   Counterparts;
      Integration; Effectiveness. (a)
      This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement,
      the other Loan Documents and any separate letter agreements with respect to
      fees
      payable to any Agent constitute the entire contract among the parties relating
      to the subject matter hereof and supersede any and all previous agreements
      and
      understandings, oral or written, relating to the subject matter hereof. Except
      as provided in Section 4.01, this Agreement shall become effective when it
      shall have been executed by the Administrative Agent and when the Administrative
      Agent shall have received counterparts hereof which, when taken together, bear
      the signatures of each of the other parties hereto, and thereafter shall be
      binding upon and inure to the benefit of the parties hereto and their respective
      successors and assigns. Delivery of an executed counterpart of a signature
      page
      of this Agreement by telecopy shall be effective as delivery of a manually
      executed counterpart of this Agreement.

     

    (b)
        All
      fees
      and interest accruing under the Existing Credit Agreement at any time prior
      to
      the Effective Date shall accrue at the rates and be payable at the times
      specified therein; on and after the Effective Date, fees and interest shall
      accrue and be payable in respect of the indebtedness and commitments under
      such
      agreements as specified in this Agreement, pursuant to which each such agreement
      has been amended and restated.

     

    SECTION
      10.07.   Severability.
      Any
      provision of this Agreement held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction.

     

    SECTION
      10.08.   Right
      of Setoff.
      If an
      Event of Default shall have occurred and be continuing, each Lender and each
      of
      its Affiliates is hereby authorized at any time and from time to time, to the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other obligations at any time owing by such Lender or Affiliate to or for the
      credit or the account of either Borrower against any of and all the obligations
      of either Borrower now or hereafter existing under this Agreement held by such
      Lender, irrespective of whether or not such Lender shall have made any demand
      under this Agreement and although such obligations may be unmatured. The rights
      of each Lender under this Section are in addition to other rights and remedies
      (including other rights of setoff) which such Lender may have.

     

    SECTION
      10.09.   Governing
      Law; Jurisdiction; Consent to Service of Process; Sovereign
      Immunity. (a)
      This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York.

     

    (b)
        Each
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to any Loan Document, or
      for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York
      State or, to the extent permitted by law, in such Federal court. Each of the
      parties hereto agrees that a final judgment in any such action or proceeding
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by law. Nothing in this Agreement
      or
      any other Loan Document shall affect any right that any Agent, the Issuing
      Bank,
      any Lender or the FI Trustee may otherwise have to bring any action or
      proceeding relating to this Agreement or any other Loan Document against either
      Borrower or its properties in the courts of any jurisdiction.

     

    (c)
        Each
      Borrower hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement or any other Loan Document in any court referred
      to
      in paragraph (b) of this Section. Each of the parties hereto hereby
      irrevocably waives, to the fullest extent permitted by law, the defense of
      an
      inconvenient forum to the maintenance of such action or proceeding in any such
      court.

     

    (d)
        Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 10.01. Nothing in this Agreement or any
      other Loan Document will affect the right of any party to this Agreement to
      serve process in any other manner permitted by law.

     

    (e)
        To
      the
      extent that PTFI may now or hereafter be entitled, in any jurisdiction in which
      judicial proceedings may at any time be commenced with respect to any Loan
      Document, to claim for itself or its property, assets or revenues any immunity
      (whether by reason of sovereignty or otherwise) from suit, jurisdiction of
      any
      court, attachment prior to judgment, setoff, execution of a judgment or from
      any
      other legal process or remedy, and to the extent that there may be attributed
      to
      PTFI such an immunity (whether or not claimed), PTFI hereby irrevocably agrees
      not to claim and hereby irrevocably waives such immunity.

     

    SECTION
      10.10.   WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
      OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
      TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
      THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
      10.11.   Headings.
      Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    SECTION
      10.12.   Confidentiality.
      Each of
      the Agents, the FI Trustee, the Issuing Bank and the Lenders agrees to maintain
      the confidentiality of the Information (as defined below), except that
      Information may be disclosed (a) to its and its Affiliates’ directors,
      officers, employees and agents, including accountants, legal counsel and other
      advisors (it being understood that the Persons to whom such disclosure is made
      will be informed of the confidential nature of such Information and instructed
      to keep such Information confidential), (b) to the extent requested by any
      regulatory authority, (c) to the extent required by applicable laws or
      regulations or by any subpoena or similar legal process, (d) to any other
      party to this Agreement, (e) in connection with the exercise of any
      remedies hereunder or any suit, action or proceeding relating to this Agreement
      or any other Loan Document or the enforcement of rights hereunder or thereunder,
      (f) subject to an agreement containing provisions substantially the same as
      those of this Section, to (i) any actual or prospective assignee of or
      Participant in any of its rights or obligations under this Agreement or
      (ii) any actual or prospective counterparty (or its advisors) to any swap
      or derivative transaction relating to either Borrower and its obligations,
      (g) with the consent of the Borrowers or (h) to the extent such
      Information (i) becomes publicly available other than as a result of a
      breach of this Section or (ii) becomes available to any Agent, the Issuing
      Bank or any Lender on a nonconfidential basis from a source other than either
      Borrower. For the purposes of this Section, “Information”
means
      all information received from or on behalf of either Borrower relating to either
      Borrower or its business, other than any such information that is available
      to
      any Agent, the Issuing Bank, the FI Trustee or any Lender on a nonconfidential
      basis prior to disclosure by either Borrower. Any Person required to maintain
      the confidentiality of Information as provided in this Section shall be
      considered to have complied with its obligation to do so if such Person has
      exercised the same degree of care to maintain the confidentiality of such
      Information as such Person would accord to its own confidential
      information.

     

    Each
      Lender acknowledges that Information furnished to it pursuant to this Agreement
      may include material non-public information concerning the Borrowers and their
      Related Parties or the Borrowers’ securities, and confirms that it has developed
      compliance procedures regarding the use of material non-public information
      and
      that it will handle such material non-public information in accordance with
      those procedures and applicable law, including Federal and state securities
      laws.

     

    All
      information, including requests for waivers and amendments, furnished by the
      Borrowers or any Agent pursuant to, or in the course of administering, this
      Agreement will be syndicate-level information, which may contain material
      non-public information about the Borrowers and their Related Parties or the
      Borrowers’ securities. Accordingly, each Lender represents to the Borrowers and
      the Agents that it has identified in its Administrative Questionnaire a credit
      contact who may receive information that may contain material non-public
      information in accordance with its compliance procedures and applicable law,
      including Federal and state securities laws.

     

    SECTION
      10.13.   Interest
      Rate Limitation.
      Notwithstanding anything herein to the contrary, if at any time the interest
      rate applicable to any Loan, together with all fees, charges and other amounts
      which are treated as interest on such Loan under applicable law (collectively
      the “Charges”),
      shall
      exceed the maximum lawful rate (the “Maximum
      Rate”)
      which
      may be contracted for, charged, taken, received or reserved by the Lender
      holding such Loan in accordance with applicable law, the rate of interest
      payable in respect of such Loan hereunder, together with all Charges payable
      in
      respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
      the interest and Charges that would have been payable in respect of such Loan
      but were not payable as a result of the operation of this Section shall be
      cumulated and the interest and Charges payable to such Lender in respect of
      other Loans or periods shall be increased (but not above the Maximum Rate
      therefor) until such cumulated amount, together with interest thereon at the
      Federal Funds Effective Rate to the date of repayment, shall have been received
      by such Lender.

     

    SECTION
      10.14.   Judgment
      Currency.
      The
      specification of payment in dollars and in New York City, New York, with respect
      to amounts payable to any Lender (or permitted assignee or Participant), any
      Agent or the FI Trustee hereunder and under the other Loan Documents is of
      the
      essence, and dollars shall be the currency of account in all events. The payment
      obligations of a Borrower under this Agreement or any other Loan Document shall
      not be discharged by an amount paid by such Borrower in another currency or
      in
      another place, whether pursuant to a judgment or otherwise, to the extent that
      the amount so paid on conversion to dollars and transfer to New York City under
      normal banking procedures does not yield the amount of dollars in New York
      City
      due hereunder. If for the purpose of obtaining judgment in any court it is
      necessary to convert a sum due hereunder in dollars into another currency (the
      “second
      currency”),
      the
      rate of exchange which shall be applied shall be that at which in accordance
      with normal banking procedures the Administrative Agent could purchase dollars
      with the second currency on the Business Day next preceding that on which such
      judgment is rendered. The obligation of a Borrower in respect of any such sum
      due from such Borrower to any Agent, the FI Trustee or any Lender (or permitted
      assignee or Participant) hereunder or under any other Loan Document (an
“entitled
      person”)
      shall,
      notwithstanding the rate of exchange actually applied in rendering such
      judgment, be discharged only to the extent that on the Business Day following
      receipt by such entitled person of any sum adjudged to be due hereunder or
      under
      any other Loan Document in the second currency such entitled person may in
      accordance with normal banking procedures purchase in the free market and
      transfer to New York City dollars with the amount of the second currency so
      adjudged to be due; and each Borrower hereby agrees, as a separate obligation
      and notwithstanding any such judgment, to indemnify such entitled person
      against, and to pay such entitled person on demand, in dollars in New York
      City,
      the difference between the sum originally due to such entitled person from
      such
      Borrower in dollars and the amount of dollars so purchased and
      transferred.

     

    SECTION
      10.15.   Joint
      and Several Obligations.
      Whenever
      in this Agreement or any other Loan Document any payment obligation or other
      obligation is expressed as an obligation of the Borrowers, each of the Borrowers
      shall be jointly and severally liable for the full payment and performance
      of
      such obligation.

     

    SECTION
      10.16.   RTZ
      Transactions.
      PTFI
      hereby (i) appoints the Administrative Agent to be the Operator Selection
      Representative for all purposes of the FI Trust Agreement, the Operator
      Replacement Agreement and the Third Amended and Restated Surat Kuasa and
      (ii) irrevocably and unconditionally agrees that upon the occurrence of an
      Event of Default, the Administrative Agent may, in addition to any other remedy
      available hereunder or under any other Loan Document, remove PTFI as Operator
      under the Contract of Work and appoint a replacement Operator, which shall
      be
      PT-Rio Tinto Indonesia or an Affiliate of PT-Rio Tinto Indonesia designated
      by
      PT-Rio Tinto Indonesia if PT-Rio Tinto Indonesia timely elects to exercise
      its
      designation rights provided in Section 2(a) of the Operator Replacement
      Agreement and meets the other conditions to such designation right set forth
      in
      such Section 2(a). PTFI also irrevocably and unconditionally agrees that
      the Administrative Agent, acting as the Operator Selection Representative under
      the FI Trust Agreement, the Operator Replacement Agreement and the Third Amended
      and Restated Surat Kuasa, shall also have the right to designate a successor
      Operator under the circumstances provided in Section 2(b) of the Operator
      Replacement Agreement. PTFI further agrees that it will not appoint any other
      Operator Selection Representative other than the Administrative Agent (or,
      except as provided to PT-Rio Tinto Indonesia in the Participation Agreement,
      grant any other Person the right to remove PTFI (or any successor operator
      for
      the Project) as Operator under any circumstances) and that it will not approve
      or enter into any management agreement with a successor Operator appointed
      under
      the Operator Replacement Agreement unless and until the Administrative Agent
      has
      approved the terms of such management agreement. PTFI also agrees that the
      Administrative Agent shall be entitled to exercise PTFI’s rights under the
      Participation Agreement (including the financial and accounting procedures)
      referred to in Section 6(c) of the FI Intercreditor Agreement to the
      exclusion of PTFI after the occurrence of an Event of Default, in addition
      to
      the other rights and remedies available to the Agents and the Lenders under
      the
      Loan Documents and applicable law. Each of the Agents, the Lenders, PTFI and
      FCX
      acknowledge that the FI Trust Agreement will not terminate prior to termination
      of the Participation Agreement.

     

    SECTION
      10.17.   Patriot
      Act.
      Each
      Lender and the Administrative Agent (for itself and not on behalf of any Lender)
      hereby notifies each Borrower that pursuant to the requirements of the Patriot
      Act, it is required to obtain, verify and record information that identifies
      each Borrower, which information includes the name and address of each Borrower
      and other information that will allow such Lender or the Administrative Agent,
      as applicable, to identify each Borrower in accordance with the Patriot
      Act.
      Each
      Borrower agrees to provide the Lenders, upon request, with all documentation
      and
      other information required from time to time to be obtained by the Lenders
      pursuant to applicable “know your customer” and anti-money laundering rules and
      regulations, including the Patriot
      Act.

     

    SECTION
      10.18.   No
      Fiduciary Relationship.
      The
      Borrowers, on behalf of themselves and the Subsidiaries, agree that in
      connection with all aspects of the transactions contemplated hereby and any
      communications in connection therewith, the Borrowers, the Subsidiaries and
      their Affiliates, on the one hand, and the Agents, the Lenders, the Issuing
      Banks and their Affiliates, on the other hand, will have a business relationship
      that does not create, by implication or otherwise, any fiduciary duty on the
      part of the Agents, the Lenders, the Issuing Banks or their Affiliates, and
      no
      such duty will be deemed to have arisen in connection with any such transactions
      or communications.



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      above written.

     

    


                                                                    FREEPORT-MCMORAN
      COPPER &

                                                                     
GOLD
      INC.,

     

                                                                            by
/s/
      Kathleen L.
      Quirk

                                                                                       
Name: 
Kathleen
      L. Quirk

                                                                                    Title: 
Senior
      Vice,
      President, Chief

                                                                                        
      Financial Officer and Treasurer

     

                                                                                          
FREEPORT
      INDONESIA,

                                             
by
/s/
      Robert R. Boyce 

                                                                                              Name:  Robert
        R. Boyce

                                                                                         Title:  Treasurer

    

    


    
                                            JPMORGAN
      CHASE BANK, N.A.,

                                                individually
      and as
      Administrative Agent,

                                                Issuing
      Bank,
      Security Agent, JAA Security

                                                Agent
      and Syndication
      Agent,

     

                                                    by 
/s/
      James
      H. Ramage

                                                          
      Name:  James H. Ramage

                                                          
      Title:  Managing Director

                                                                   

     

                               

                                                  U.S.
      BANK
      NATIONAL ASSOCIATION,

                                            as
      FI
      Trustee,

     

                                                by 
      /s/ Beverly A. Freeney

                                                      
Name: 
Beverly
      A.
      Freeney

                                                      
Title: 
Vice
      President

                                                 

     

    
                                            LENDER
      SIGNATURE PAGE
      TO 

                                                FREEPORT-MCMORAN
      COPPER & 

                                                GOLD
      INC./PT FREEPORT
      INDONESIA 

                                                AMENDED
      AND RESTATED
      CREDIT 

                                                AGREEMENT

                                                            
      Citibank,
      N.A.                  


                                                by 
      /s/ Raymond G. Dunning

                                                      
Name: 
Raymond
      G.
      Dunning

                                                       Title: 
Vice
      President

    



    
                                                  For
        any Lender
        requiring a second signature 

                                                  line:

       

                                                  by: 
__________________________

                                                         
Name:

                                                                            
        Title:

                                                 

                                              
                                        LENDER
        SIGNATURE PAGE
        TO

                                              FREEPORT-MCMORAN
        COPPER &

                                              GOLD
        INC./PT FREEPORT
        INDONESIA

                                              AMENDED
        AND RESTATED
        CREDIT

                                              AGREEMENT

       

                                              Merrill
        Lynch
        Capital Corporation

       

                                              by: 
/s/
        Don
        Burkitt

                                              Name: 
Don
        Burkitt

                                              Title: 
Vice
        President

       

                                              For
        any Lender
        requiring a second signature

                                                line:

         

                                                by: 
          _____________________

                                                Name:

                                                Title:

         

      

                                              LENDER
        SIGNATURE PAGE
        TO

                                                FREEPORT-MCMORAN
          COPPER &

                                                GOLD
          INC./PT FREEPORT
          INDONESIA

                                                AMENDED
          AND RESTATED
          CREDIT

                                                AGREEMENT

         

                                                The
          Bank of Nova
          Scotia

         

                                                by: 
/s/
          Dana
          Maloney

                                                Name: 
Dana
          Maloney

                                                Title: 
Managing
          Director

                                                

                                                For
          any Lender
          requiring a second signature

                                                line:

         

                                                by: 
          _____________________

                                                Name:

                                                Title:

         

                                                LENDER
          SIGNATURE PAGE
          TO

                                                  FREEPORT-MCMORAN
            COPPER &

                                                  GOLD
            INC./PT FREEPORT
            INDONESIA

                                                  AMENDED
            AND RESTATED
            CREDIT

                                                  AGREEMENT

           

                                                  HSBC
            Bank USA,
            N.A.

           

                                                  by: 
/s/
            Richmond J. Ward

                                                  Name: 
Richmond
            J. Ward

                                                  Title: 
First
            Vice President

           

                                                  For
            any Lender
            requiring a second signature

                                                    line:

             

                                                    by: 
              _____________________

                                                    Name:

                                                    Title:

          

                                                  

                                                  LENDER
            SIGNATURE PAGE
            TO

                                                  FREEPORT-MCMORAN
            COPPER &

                                                  GOLD
            INC./PT FREEPORT
            INDONESIA

                                                  AMENDED
            AND RESTATED
            CREDIT

                                                  AGREEMENT

           

                                                  Deutsche
            Bank
            Trust Company Americas

           

                                                  by: 
/s/
            Susan LeFevre

                                                  Name: 
Susan
            LeFevre

                                                  Title: 
            Director

           

                                                  For
            any Lender
            requiring a second signature 

                                                  line:

           

                                                  by: 
/s/
            Omayra Laucella

                                                  Name: 
Omayra
            Laucella

                                                  Title: 
Vice
            President

           

                                                  LENDER
            SIGNATURE PAGE
            TO

                                                    FREEPORT-MCMORAN
              COPPER &

                                                    GOLD
              INC./PT FREEPORT
              INDONESIA

                                                    AMENDED
              AND RESTATED
              CREDIT

                                                    AGREEMENT

             

                                                    PT.
              Bank Negara
              Indonesia (Persero) Tbk

             

                                                    by: 
/s/
              Utjut Jusuf Rahmat

                                                    Name: 
Utjut
              Jusuf Rahmat

                                                    Title: 
General
              Manager

             

                                                    For
              any Lender
              requiring a second signature

                                                      line:

               

                                                      by: 
                _____________________

                                                      Name:

                                                      Title:

               

            

                                                    LENDER
              SIGNATURE PAGE
              TO

                                                      FREEPORT-MCMORAN
                COPPER &

                                                      GOLD
                INC./PT FREEPORT
                INDONESIA

                                                      AMENDED
                AND RESTATED
                CREDIT

                                                      AGREEMENT

               

                                                      Morgan
                Stanley
                Bank

               

                                                      by: 
/s/
                Jaap
                L. Tonckens

                                                      Name: 
Jaap
                L.
                Tonckens

                                                      Title: 
                Authorized Signatory

               

                                                      For
                any Lender
                requiring a second signature

                                                        line:

                 

                                                        by: 
                  _____________________

                                                        Name:

                                                        Title:

                 

              

                                                      LENDER
                SIGNATURE PAGE
                TO

                                                        FREEPORT-MCMORAN
                  COPPER &

                                                        GOLD
                  INC./PT FREEPORT
                  INDONESIA

                                                        AMENDED
                  AND RESTATED
                  CREDIT

                                                        AGREEMENT

                 

                                                        Sumitomo
                  Mitsui
                  Banking Corporation

                 

                                                        by: 
/s/
                  David A. Buck

                                                        Name: 
David
                  A.
                  Buck

                                                        Title: 
Senior
                  Vice President

                 

                                                        For
                  any Lender
                  requiring a second signature

                                                          line:

                   

                                                          by: 
                    _____________________

                                                          Name:

                                                          Title:

                   

                

                                                        LENDER
                  SIGNATURE PAGE
                  TO

                                                          FREEPORT-MCMORAN
                    COPPER &

                                                          GOLD
                    INC./PT FREEPORT
                    INDONESIA

                                                          AMENDED
                    AND RESTATED
                    CREDIT

                                                          AGREEMENT

                   

                                                          UBS
                    Loan Finance
                    LLC

                   

                                                          by: 
/s/
                    Richard L. Tavrow

                                                          Name: 
Richard
                    L. Tavrow

                                                          Title: 
                    Director

                                                              Banking
                    Products

                                                              Services,
                    US

                   

                                                          For
                    any Lender
                    requiring a second signature

                                                          line:

                   

                                                          by: 
/s/
Irja
                    R. Otsa

                                                          Name: 
Irja
                    R.
                    Otsa

                                                          Title: 
                    Associate Director

                                                              Banking
                    Products

                                                              Services,
                    US

                   

                                                          LENDER
                    SIGNATURE PAGE
                    TO

                                                            FREEPORT-MCMORAN
                      COPPER &

                                                            GOLD
                      INC./PT FREEPORT
                      INDONESIA

                                                            AMENDED
                      AND RESTATED
                      CREDIT

                                                            AGREEMENT

                     

                                                            PT.
                      Bank Rakyat
                      Indonesia (Persero) tbk.

                                                            New
                      York Agency

                     

                                                            by: 
/s/
                      Nandi H. Hamaki

                                                            Name: 
Nandi
                      H.Hamaki

                                                            Title: 
General
                      Manager

                     

                                                            For
                      any Lender
                      requiring a second signature

                                                            line:

                     

                                                            by: 
/s/
                      Bambang Harudi

                                                            Name: 
Bambang
                      Harudi

                                                            Title: 
                      Operations Manager

                     

                                                            LENDER
                      SIGNATURE PAGE
                      TO

                                                              FREEPORT-MCMORAN
                        COPPER &

                                                              GOLD
                        INC./PT FREEPORT
                        INDONESIA

                                                              AMENDED
                        AND RESTATED
                        CREDIT

                                                              AGREEMENT

                       

                                                              Capital
                        One,
                        National Association

                       

                                                              by: 
/s/
                        Katharine G. Kay

                                                              Name: 
Katherine
                        G. Kay

                                                              Title: 
Vice
                        President

                       

                                                              For
                        any Lender
                        requiring a second signature

                                                                line:

                         

                                                                by: 
                          _____________________

                                                                Name:

                                                                Title:

                      

                       

                                                              LENDER
                        SIGNATURE PAGE
                        TO

                                                                FREEPORT-MCMORAN
                          COPPER &

                                                                GOLD
                          INC./PT FREEPORT
                          INDONESIA

                                                                AMENDED
                          AND RESTATED
                          CREDIT

                                                                AGREEMENT

                         

                                                                Natexis
                          Banques
                          Populaires

                         

                                                                by: 
/s/
                          Carla Sweet

                                                                Name: 
Carla
                          Sweet

                                                                Title: 
Vice
                          President

                         

                                                                For
                          any Lender
                          requiring a second signature

                                                                line:

                         

                                                                by: 
/s/
                          Stephen A. Jendras

                                                                Name: 
Stephen
                          A. Jendras

                                                                Title: 
Vice
                          President 

                         

                                                                LENDER
                          SIGNATURE PAGE
                          TO

                                                                  FREEPORT-MCMORAN
                            COPPER &

                                                                  GOLD
                            INC./PT FREEPORT
                            INDONESIA

                                                                  AMENDED
                            AND RESTATED
                            CREDIT

                                                                  AGREEMENT

                           

                                                                  Societe
                            Generale

                           

                                                                  by: 
/s/
                            Geoff McNamara

                                                                  Name: 
Geoff
                            McNamara

                                                                  Title: 
Vice
                            President

                           

                                                                  For
                            any Lender
                            requiring a second signature

                                                                    line:

                             

                                                                    by: 
                              _____________________

                                                                    Name:

                                                                    Title:

                             

                          

                                                                  LENDER
                            SIGNATURE PAGE
                            TO

                                                                    FREEPORT-MCMORAN
                              COPPER &

                                                                    GOLD
                              INC./PT FREEPORT
                              INDONESIA

                                                                    AMENDED
                              AND RESTATED
                              CREDIT

                                                                    AGREEMENT

                             

                                                                    State
                              Bank of
                              India. New York

                             

                                                                    by: 
/s/
                              Rakesh Chandra

                                                                    Name: 
Rakesh
                              Chandra

                                                                    Title: 
Vice
                              President and Head (CR)

                             

                                                                    For
                              any Lender
                              requiring a second signature

                                                                      line:

                               

                                                                      by: 
                                _____________________

                                                                      Name:

                                                                      Title:

                            

                             

                                                                    LENDER
                              SIGNATURE PAGE
                              TO

                                                                      FREEPORT-MCMORAN
                                COPPER &

                                                                      GOLD
                                INC./PT FREEPORT
                                INDONESIA

                                                                      AMENDED
                                AND RESTATED
                                CREDIT

                                                                      AGREEMENT

                               

                                                                      ICICI
                                Bank
                                Limited

                                                                    

                                                                      by: 
/s/
                                Marrish Chouvoin

                                                                      Name: Marrish
                                Chouvoin

                                                                      Title:  Head-Corporate
                                & Institutional Banking

                               

                                                                      For
                                any Lender
                                requiring a second signature

                                                                      line:

                               

                                                                      by: 
                                _____________________

                                                                      Name:

                                                                      Title:

                               

                               

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Schedule
      1.01A--Disclosed Matters

     

    




    Schedule
      1.01B--Existing Letters of Credit

     

    


     



    Schedule
      1.01C

    Description
      of Infrastructure Financings and

    Intrastructure
      Financing Documents

     

    


    Schedule
      2.01--Commitments

     

     


    Schedule
      3.07

    Significant
      Agreements and Commitments with

    Governmental
      Authorities

     

     

    Schedule
      3.12--Subsidiaries

     

     

    Schedule
      3.13--Insurance

     

    



    Schedule
      3.16--Assigned Agreements

     

    



    Schedule
      5.10A--ICMM Principles



    Schedule
      5.10B

    ICMM
      Commitments with Respect to World Heritage Properties

     



    Schedule
      5.10C

    Response
      to Audit of Indonesian Operations by the International Centre for Corporate
      

    Accountability

     



    Schedule
      6.01--Existing Indebtedness

     

    


    Schedule
      6.02--Existing Liens

     

    



    Schedule
      6.04--Existing Investments

     

    
 

    Schedule
      6.10--Existing Restrictions

     

    



    Exhibit
      A--Form of Assignment and Assumption

     

    
 

    Exhibit
      B--Form of Perfection Certificate