<PAGE>
                                                                     Exhibit 4.2

================================================================================

                      Freeport-McMoRan Copper & Gold Inc.

                                     Issuer

                           [ ]% Senior Notes Due 2015
                           [ ]% Senior Notes Due 2017





    -----------------------------------------------------------------------


                                    INDENTURE

                           Dated as of [            ]



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                              The Bank of New York,
                                   as Trustee

================================================================================

<PAGE>

<Table>
<Caption>
TIA SECTION                                                                               INDENTURE SECTION
-----------                                                                               -----------------
<S>                                                                                       <C>
310(a)(1)                 ...........................................................           7.10
(a)(2)                    ...........................................................           7.10
(a)(3)                    ...........................................................           N.A.
(a)(4)                    ...........................................................           N.A.
(b)                       ...........................................................        7.08; 7.10
(c)                       ...........................................................           N.A.
311(a)                    ...........................................................           7.11
(b)                       ...........................................................           7.11
(c)                       ...........................................................           N.A.
312(a)                    ...........................................................           2.05
(b)                       ...........................................................           11.03
(c)                       ...........................................................           11.03
313(a)                    ...........................................................           7.06
(b)(1)                    ...........................................................           N.A.
(b)(2)                    ...........................................................           7.06
(c)                       ...........................................................        7.06; 11.02
(d)                       ...........................................................           7.06
314(a)                    ...........................................................           4.02;
                          ...........................................................        4.10; 11.02
(b)                       ...........................................................           N.A.
(c)(1)                    ...........................................................           11.04
(c)(2)                    ...........................................................           11.04
(c)(3)                    ...........................................................           N.A.
(d)                       ...........................................................           N.A.
(e)                       ...........................................................           11.05
(f)                       ...........................................................           4.10
315(a)                    ...........................................................           7.01
(b)                       ...........................................................        7.05; 11.02
(c)                       ...........................................................           7.01
(d)                       ...........................................................           7.01
(e)                       ...........................................................           6.11
316(a)(last sentence)     ...........................................................           11.06
(a)(1)(A)                 ...........................................................           6.05
(a)(1)(B)                 ...........................................................           6.04
(a)(2)                    ...........................................................           N.A.
(b)                       ...........................................................           6.07
317(a)(1)                 ...........................................................           6.08
(a)(2)                    ...........................................................           6.09
(b)                       ...........................................................           2.04
318(a)                    ...........................................................           11.01
</Table>

      N.A. means Not Applicable.

-------------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
      part of the Indenture.

<PAGE>

                                                                               i

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>              <C>                                                                        <C>
                                             Article 1

                            Definitions and Incorporation by Reference

SECTION 1.01.    Definitions...................................................................1
SECTION 1.02.    Other Definitions............................................................25
SECTION 1.03.    Incorporation by Reference of Trust Indenture Act............................25
SECTION 1.04.    Rules of Construction........................................................26

                                             Article 2

                                          The Securities

SECTION 2.01.    Form and Dating..............................................................27
SECTION 2.02.    Execution and Authentication.................................................27
SECTION 2.03.    Registrar and Paying Agent...................................................27
SECTION 2.04.    Paying Agent To Hold Money in Trust..........................................28
SECTION 2.05.    Lists of Holders of Securities...............................................28
SECTION 2.06.    Transfer and Exchange........................................................28
SECTION 2.07.    Replacement Securities.......................................................28
SECTION 2.08.    Outstanding Securities.......................................................29
SECTION 2.09.    Temporary Securities.........................................................29
SECTION 2.10.    Cancellation.................................................................29
SECTION 2.11.    Defaulted Interest...........................................................29
SECTION 2.12.    CUSIP Numbers, ISINs, etc....................................................30
SECTION 2.13     Issuance of Additional Securities............................................30

                                             Article 3

                                            Redemption

SECTION 3.01.    Notices to Trustee...........................................................31
SECTION 3.02.    Selection of Securities to Be Redeemed.......................................31
SECTION 3.03.    Notice of Redemption.........................................................31
SECTION 3.04.    Effect of Notice of Redemption...............................................32
SECTION 3.05.    Deposit of Redemption Price..................................................32
SECTION 3.06.    Securities Redeemed in Part..................................................32
</TABLE>

<PAGE>

                                                                              ii

<TABLE>
<S>              <C>                                                                        <C>
                                             Article 4

                                             Covenants

SECTION 4.01.    Payment of Securities........................................................32
SECTION 4.02.    SEC Reports..................................................................33
SECTION 4.03.    Limitation on Indebtedness...................................................33
SECTION 4.04.    Limitation on Restricted Payments............................................36
SECTION 4.05.    Limitation on Sales of Assets and Subsidiary Stock...........................40
SECTION 4.06.    Change of Control............................................................44
SECTION 4.07.    Limitation on Liens..........................................................45
SECTION 4.08.    Limitation on Sale/Leaseback Transactions....................................46
SECTION 4.09.    Future Guarantors............................................................46
SECTION 4.10.    Compliance Certificate.......................................................47
SECTION 4.11.    Further Instruments and Acts.................................................47
SECTION 4.12.    Covenant Suspension..........................................................47

                                             Article 5

                                         Successor Company

SECTION 5.01.    When Company May Merge or Transfer Assets....................................48

                                             Article 6

                                       Defaults and Remedies

SECTION 6.01.    Events of Default............................................................50
SECTION 6.02.    Acceleration.................................................................52
SECTION 6.03.    Other Remedies...............................................................52
SECTION 6.04.    Waiver of Past Defaults......................................................52
SECTION 6.05.    Control by Majority..........................................................53
SECTION 6.06.    Limitation on Suits..........................................................53
SECTION 6.07.    Rights of Holders to Receive Payment.........................................53
SECTION 6.08.    Collection Suit by Trustee...................................................54
SECTION 6.09.    Trustee May File Proofs of Claim.............................................54
SECTION 6.10.    Undertaking for Costs........................................................54
SECTION 6.11.    Waiver of Stay or Extension Laws.............................................55

                                             Article 7

                                              Trustee

SECTION 7.01.    Duties of Trustee............................................................55
SECTION 7.02.    Rights of Trustee............................................................56
SECTION 7.03.    Individual Rights of Trustee.................................................56
SECTION 7.04.    Trustee's Disclaimer.........................................................57
</TABLE>

<PAGE>

                                                                             iii

<TABLE>
<S>              <C>                                                                        <C>
SECTION 7.05.    Notice of Defaults...........................................................57
SECTION 7.06.    Reports by Trustee to Holders................................................57
SECTION 7.07.    Compensation and Indemnity...................................................57
SECTION 7.08.    Replacement of Trustee.......................................................58
SECTION 7.09.    Successor Trustee by Merger..................................................59
SECTION 7.10.    Eligibility; Disqualification................................................59
SECTION 7.11.    Preferential Collection of Claims Against Company............................59

                                             Article 8

                                Discharge of Indenture; Defeasance

SECTION 8.01.    Discharge of Liability on Securities; Defeasance.............................60
SECTION 8.02.    Conditions to Defeasance.....................................................61
SECTION 8.03.    Application of Trust Money...................................................62
SECTION 8.04.    Repayment to Company.........................................................62
SECTION 8.05.    Indemnity for Government Obligations.........................................62
SECTION 8.06.    Reinstatement................................................................62

                                             Article 9

                                            Amendments

SECTION 9.01.    Without Consent of Holders...................................................63
SECTION 9.02.    With Consent of Holders......................................................64
SECTION 9.03.    Compliance with Trust Indenture Act..........................................64
SECTION 9.04.    Revocation and Effect of Consents and Waivers................................65
SECTION 9.05.    Notation on or Exchange of Securities........................................65
SECTION 9.06.    Trustee To Sign Amendments...................................................65
SECTION 9.07.    Payment for Consent..........................................................65

                                            Article 10

                                       Subsidiary Guaranties

SECTION 10.01.   Guaranties...................................................................66
SECTION 10.02.   Limitation on Liability......................................................68
SECTION 10.03.   Successors and Assigns.......................................................68
SECTION 10.04.   No Waiver....................................................................68
SECTION 10.05.   Modification.................................................................68
SECTION 10.06.   Release of Subsidiary Guarantor..............................................68
SECTION 10.07.   Contribution.................................................................69

                                            Article 11

                                           Miscellaneous

SECTION 11.01.   Trust Indenture Act Controls.................................................69
</TABLE>

<PAGE>

                                                                              iv

<TABLE>
<S>              <C>                                                                        <C>
SECTION 11.02.   Notices......................................................................69
SECTION 11.03.   Communication by Holders with Other Holders..................................70
SECTION 11.04.   Certificate and Opinion as to Conditions Precedent...........................70
SECTION 11.05.   Statements Required in Certificate or Opinion................................71
SECTION 11.06.   When Securities Disregarded..................................................71
SECTION 11.07.   Rules by Trustee, Paying Agent and Registrar.................................71
SECTION 11.08.   Legal Holidays...............................................................71
SECTION 11.09.   Governing Law................................................................71
SECTION 11.10.   No Recourse Against Others...................................................71
SECTION 11.11.   Successors...................................................................72
SECTION 11.12.   Multiple Originals...........................................................72
SECTION 11.13.   Table of Contents; Headings..................................................72
</TABLE>

Appendix

Exhibit 1 --          Form of 2015 Security

Exhibit 2 --          Form of 2017 Security

<PAGE>
            INDENTURE dated as of [              ], between FREEPORT-MCMORAN
COPPER & GOLD INC., a Delaware corporation (the "Company"), and THE BANK OF NEW
YORK, as trustee (the "Trustee").


            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's [ ]% Senior
Notes due 2015 and [ ]% Senior Notes due 2017:

                                    Article 1

                   Definitions and Incorporation by Reference

            SECTION 1.01. Definitions.

            "2015 Securities" means the [ ]% Senior Notes due 2015 issued on the
Issue Date and the Additional 2015 Securities, if any, treated as a single
class.

            "2017 Securities" means the [ ]% Senior Notes due 2017 issued on the
Issue Date and the Additional 2017 Securities, if any, treated as a single
class.

            "Additional 2015 Securities" means 2015 Securities issued under this
Indenture after the Issue Date and in compliance with Sections 2.13 and 4.03, it
being understood that any 2015 Securities issued in exchange for or replacement
of any 2015 Security issued on the Issue Date shall not be an Additional 2015
Security.

            "Additional 2017 Securities" means 2017 Securities issued under this
Indenture after the Issue Date and in compliance with Sections 2.13 and 4.03, it
being understood that any 2017 Securities issued in exchange for or replacement
of any 2017 Security issued on the Issue Date shall not be an Additional 2017
Security.

            "Additional Assets" means (1) any property or assets (other than
Indebtedness and Capital Stock) used or to be used by the Company or a
Restricted Subsidiary in a Permitted Business; (2) the Capital Stock of a Person
that becomes a Restricted Subsidiary as a result of the acquisition of such
Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital
Stock constituting a minority interest in any Person that at such time is a
Restricted Subsidiary; provided, however, that any such Restricted Subsidiary
described in clause (2) or (3) above is primarily engaged in a Permitted
Business.

            "Additional Securities" means, collectively, the Additional 2015
Securities and the Additional 2017 Securities, if any.

            "Adjusted Treasury Rate" means, with respect to any redemption date,
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated

<PAGE>
                                                                               2


"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after [ ], 2011, in the case of the 2015 Securities, or [ ], 2012, in the
case of the 2017 Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and
the Adjusted Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per year equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, in each case calculated on the third
Business Day immediately preceding the redemption date, plus .50%.

            "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Section 4.05 only, "Affiliate" shall also mean any beneficial owner
of Capital Stock representing 5% or more of the total voting power of the Voting
Stock (on a fully diluted basis) of the Company or of rights or warrants to
purchase such Voting Stock (whether or not currently exercisable) and any Person
who would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

            "Applicable Premium" means with respect to a Security of a series at
any redemption date, the greater of (i) 1.00% of the principal amount of such
Security and (ii) the excess of (A) the present value at such redemption date of
(1) in the case of the 2015 Securities, the redemption price of such Securities
on [.......], 2011 (such redemption price being described in the table set forth
in paragraph 5 of the 2015 Securities, exclusive of any accrued interest) or, in
the case of the 2017 Securities, the redemption price of such Security on [ ],
2012 (such redemption price being described in the table set forth in paragraph
5 of the 2017 Securities, exclusive of any accrued interest), plus (2) all
required remaining scheduled interest payments due on such Security through [ ],
2011, in the case of the 2015 Securities, or [ ], 2012, in the case of the 2017
Securities (but, in each case, excluding accrued and unpaid interest to the
redemption date), computed using a discount rate equal to the Adjusted Treasury
Rate, over (B) the principal amount of such Security on such redemption date.

            "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of

<PAGE>

                                                                               3


            (1) any shares of Capital Stock of a Restricted Subsidiary (other
      than directors' qualifying shares or shares required by applicable law to
      be held by a Person other than the Company or a Restricted Subsidiary);

            (2) all or substantially all the assets of any division or line of
      business of the Company or any Restricted Subsidiary; or

            (3) any other assets of the Company or any Restricted Subsidiary
      outside of the ordinary course of business of the Company or such
      Restricted Subsidiary

other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by
a Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary, (B) for purposes of Section 4.05 only, a
disposition that constitutes a Restricted Payment permitted by Section 4.04, (C)
a disposition of assets with a fair market value of less than $300.0 million,
(D) a disposition of cash or Temporary Cash Investments and (E) the creation of
a Lien (but not the sale or other disposition of the property subject to such
Lien).

            "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the applicable series of Securities, compounded annually)
of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended); provided, however, that if such
Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of
Indebtedness represented thereby will be determined in accordance with the
definition of "Capital Lease Obligations."

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1)
the sum of the products of the numbers of years from the date of determination
to the dates of each successive scheduled principal payment of such Indebtedness
or scheduled redemption or similar payment with respect to such Preferred Stock
or Indebtedness multiplied by the amount of such payment by (2) the sum of all
such payments.

            "Bank Indebtedness" means any and all amounts payable under or in
respect of the Credit Agreement and any Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof. It is understood and agreed that Refinancing
Indebtedness in respect of the Credit Agreement may be Incurred from time to
time after termination of the Credit Agreement.

<PAGE>

                                                                               4


            "Board of Directors" means the Board of Directors of the Company or
any committee thereof duly authorized to act on behalf of the Board of Directors
of the Company.

            "Business Day" means each day which is not a Legal Holiday.

            "Capital Lease Obligations" means an obligation that is required to
be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty. For purposes of Section 4.07, a Capitalized Lease Obligation will be
deemed to be secured by a Lien on the property being leased.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

            "Change of Control" means the occurrence of any of the following
events:

            (1) any "person" or "group" (as such term is used in Sections 13(d)
      and 14(d) of the Exchange Act), other than the Company or a Subsidiary of
      the Company, is or becomes the "beneficial owner" (as defined in Rules
      13d-3 and 13d-5 under the Exchange Act, except that for purposes of this
      clause (1) such person shall be deemed to have "beneficial ownership" of
      all shares that any such person has the right to acquire, whether such
      right is exercisable immediately or only after the passage of time),
      directly or indirectly, of more than 50% of the total voting power of the
      Voting Stock of the Company (for the purposes of this clause (1), such
      person shall be deemed to beneficially own any Voting Stock of an entity
      held by any other entity (the "parent entity"), if such other person is
      the beneficial owner (as defined in this clause (1)), directly or
      indirectly, of more than 50% of the voting power of the Voting Stock of
      such parent entity and the Permitted Holders beneficially own (as defined
      in clause (1) above), directly or indirectly, in the aggregate a lesser
      percentage of the voting power of the Voting Stock of such parent entity);

            (2) during any period of two consecutive years, individuals who at
      the beginning of such period constituted the Board of Directors (together
      with any new directors whose election by such Board of Directors or whose
      nomination for election by the shareholders of the Company was approved by
      a vote of a majority of the directors of the Company then still in office
      who were either directors at the beginning of such period or whose
      election or nomination for election was previously so approved) cease for
      any reason to constitute a majority of the Board of Directors then in
      office;

<PAGE>

                                                                               5


            (3) the adoption of a plan relating to the liquidation or
      dissolution of the Company; or

            (4) the merger or consolidation of the Company with or into another
      Person or the merger of another Person with or into the Company, or the
      sale of all or substantially all the assets of the Company, and, in the
      case of any such merger or consolidation, the securities of the Company
      that are outstanding immediately prior to such transaction and which
      represent 100% of the Voting Stock of the Company are changed into or
      exchanged for cash, securities or property, unless pursuant to such
      transaction such securities are changed into, or exchanged for, in
      addition to any other consideration, securities of the surviving Person or
      transferee that represent, immediately after such transaction, at least a
      majority of the aggregate Voting Stock of the surviving Person or
      transferee.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar agreement or arrangement
relating to, or the value of which is dependent upon or which is designed to
protect such Person against, fluctuations in commodity prices.

            "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

            "Comparable Treasury Issue" means, with respect to the Securities of
a series, the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Securities of such
series from the redemption date to [ ], 2011, in the case of the 2015
Securities, or from the redemption date to [ ], 2012, in the case of the 2017
Securities, that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of a maturity most nearly equal to [ ], 2011 in the case of the 2015
Securities, or [ ], 2012, in the case of the 2017 Securities.

            "Comparable Treasury Price" means, with respect to any redemption
date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of
three, or such lesser number as is obtained by the Trustee, Reference Treasury
Dealer Quotations for such redemption date.

            "Consolidated Coverage Ratio" as of any date of determination means
the ratio of

            (1) the aggregate amount of EBITDA for the period of the most recent
      four consecutive fiscal quarters ending prior to the date of such
      determination for which financial statements are available to

<PAGE>

                                                                               6


            (2) Consolidated Interest Expense for such four fiscal quarters;

provided, however, that

            (A) if the Company or any Restricted Subsidiary has Incurred any
      Indebtedness since the beginning of such period that remains outstanding
      on such date of determination or if the transaction giving rise to the
      need to calculate the Consolidated Coverage Ratio is an Incurrence of
      Indebtedness, EBITDA and Consolidated Interest Expense for such period
      shall be calculated after giving effect on a pro forma basis to such
      Indebtedness as if such Indebtedness had been Incurred on the first day of
      such period and the discharge of any other Indebtedness repaid,
      repurchased, defeased or otherwise discharged with the proceeds of such
      new Indebtedness as if such discharge had occurred on the first day of
      such period,

            (B) if the Company or any Restricted Subsidiary has repaid,
      repurchased, defeased or otherwise discharged any Indebtedness since the
      beginning of such period or if any Indebtedness is to be repaid,
      repurchased, defeased or otherwise discharged (in each case other than
      Indebtedness Incurred under any revolving credit facility unless such
      Indebtedness has been permanently repaid and has not been replaced) on the
      date of the transaction giving rise to the need to calculate the
      Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
      such period shall be calculated on a pro forma basis as if such discharge
      had occurred on the first day of such period and as if the Company or such
      Restricted Subsidiary had not earned the interest income actually earned
      during such period in respect of cash or Temporary Cash Investments used
      to repay, repurchase, defease or otherwise discharge such Indebtedness,

            (C) if since the beginning of such period the Company or any
      Restricted Subsidiary shall have made any Asset Disposition, EBITDA for
      such period shall be reduced by an amount equal to EBITDA (if positive)
      directly attributable to the assets that are the subject of such Asset
      Disposition for such period, or increased by an amount equal to EBITDA (if
      negative), directly attributable thereto for such period and Consolidated
      Interest Expense for such period shall be reduced by an amount equal to
      the Consolidated Interest Expense directly attributable to any
      Indebtedness of the Company or any Restricted Subsidiary repaid,
      repurchased, defeased or otherwise discharged with respect to the Company
      and its continuing Restricted Subsidiaries in connection with such Asset
      Disposition for such period (or, if the Capital Stock of any Restricted
      Subsidiary is sold, the Consolidated Interest Expense for such period
      directly attributable to the Indebtedness of such Restricted Subsidiary to
      the extent the Company and its continuing Restricted Subsidiaries are no
      longer liable for such Indebtedness after such sale),

            (D) if since the beginning of such period the Company or any
      Restricted Subsidiary (by merger or otherwise) shall have made an
      Investment in any Restricted Subsidiary (or any Person which becomes a
      Restricted Subsidiary)

<PAGE>

                                                                               7


      or an acquisition of assets, including any acquisition of assets occurring
      in connection with a transaction requiring a calculation to be made
      hereunder, which constitutes all or substantially all of an operating unit
      of a business, EBITDA and Consolidated Interest Expense for such period
      shall be calculated after giving pro forma effect thereto (including the
      Incurrence of any Indebtedness) as if such Investment or acquisition had
      occurred on the first day of such period and

            (E) if since the beginning of such period any Person (that
      subsequently became a Restricted Subsidiary or was merged with or into the
      Company or any Restricted Subsidiary since the beginning of such period)
      shall have made any Asset Disposition or any Investment or acquisition of
      assets that would have required an adjustment pursuant to clause (C) or
      (D) above if made by the Company or a Restricted Subsidiary during such
      period, EBITDA and Consolidated Interest Expense for such period shall be
      calculated after giving pro forma effect thereto as if such Asset
      Disposition, Investment or acquisition had occurred on the first day of
      such period.

     For purposes of this definition, whenever pro forma effect is to be given
to an acquisition of assets or other Investment, the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible financial or
accounting Officer of the Company and shall comply with the requirements of Rule
11-02 of Regulation S-X promulgated by the SEC. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period (taking
into account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months). If any
Indebtedness is incurred under a revolving credit facility and is being given
pro forma effect, the interest on such Indebtedness shall be calculated based on
the average daily balance of such Indebtedness for the four fiscal quarters
subject to the pro forma calculation to the extent that such Indebtedness was
incurred solely for working capital purposes.

            "Consolidated Interest Expense" means, for any period, the total
interest expense less interest income of the Company and its Consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest
expense, and to the extent incurred by the Company or its Restricted
Subsidiaries, without duplication,

            (1) interest expense attributable to Capital Lease Obligations and
      the interest expense attributable to leases constituting part of a
      Sale/Leaseback Transaction;

            (2) amortization of debt discount and debt issuance cost;

            (3) capitalized interest;

            (4) non-cash interest expense;

<PAGE>

                                                                               8


            (5) commissions, discounts and other fees and charges owed with
      respect to letters of credit and bankers' acceptance financing;

            (6) interest accruing on any Indebtedness of any other Person to the
      extent such Indebtedness is Guaranteed by (or secured by the assets of)
      the Company or any Restricted Subsidiary;

            (7) net payments pursuant to Interest Rate Agreements (including
      amortization of fees);

            (8) dividends in respect of all Disqualified Stock of the Company
      and all Preferred Stock of any of the Subsidiaries of the Company, to the
      extent held by Persons other than the Company or a Restricted Subsidiary;

            (9) interest Incurred in connection with Investments in discontinued
      operations; and

            (10) the cash contributions to any employee stock ownership plan or
      similar trust to the extent such contributions are used by such plan or
      trust to pay interest or fees to any Person (other than the Company) in
      connection with Indebtedness Incurred by such plan or trust.

            "Consolidated Net Income" means, for any period, the net income of
the Company and its Consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

            (1) any net income of any Person (other than the Company) if such
      Person is not a Restricted Subsidiary, except that

                  (A) subject to the limitations contained in clause (4) below,
            the Company's equity in the net income of any such Person for such
            period shall be included in such Consolidated Net Income up to the
            aggregate amount of cash actually distributed by such Person during
            such period to the Company or a Restricted Subsidiary as a dividend
            or other distribution (subject, in the case of a dividend or other
            distribution made to a Restricted Subsidiary, to the limitations
            contained in clause (3) below); and

                  (B) the Company's equity in a net loss of any such Person for
            such period shall be included in determining such Consolidated Net
            Income;

            (2) any net income (or loss) of any Person acquired by the Company
      or a Subsidiary of the Company in a pooling of interests transaction (or
      any transaction accounted for in a manner similar to a pooling of
      interests) for any period prior to the date of such acquisition;

<PAGE>

                                                                               9


                  (A) subject to the limitations contained in clause (4) below,
            the Company's equity in the net income of any such Restricted
            Subsidiary for such period shall be included in such Consolidated
            Net Income up to the aggregate amount of cash actually distributed
            by such Restricted Subsidiary during such period to the Company or
            another Restricted Subsidiary as a dividend or other distribution
            (subject, in the case of a dividend or other distribution paid to
            another Restricted Subsidiary, to the limitation contained in this
            clause); and

                  (B) the Company's equity in a net loss of any such Restricted
            Subsidiary for such period shall be included in determining such
            Consolidated Net Income;

            (4) any gain (or loss) realized upon the sale or other disposition
      of any asset of the Company or its Consolidated Subsidiaries (including
      pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise
      disposed of in the ordinary course of business and any gain (or loss)
      realized upon the sale or other disposition of any Capital Stock of any
      Person;

            (5) extraordinary, unusual or non-recurring gains or losses;

            (6) the cumulative effect of a change in accounting principles;

            (7) any non-cash gain or loss attributable to any Commodity Price
      Protection Agreement until such time as it is settled, at which time the
      net gain or loss shall be included;

            (8) accruals and reserves that are established within twelve months
      after the Issue Date and that are so required to be established as a
      result of the Transactions in accordance with GAAP;

            (9) any increase in amortization or depreciation, increase in cost
      of goods sold attributable to metal inventories or any one-time non-cash
      charges resulting from purchase accounting in connection with the
      Transactions or any acquisition that is consummated after the Issue Date;

            (10) any non-cash impairment charges resulting from the application
      of Statement of Financial Accounting Standards No. 142 and No. 144 and any
      amortization of intangibles pursuant to Statement of Financial Accounting
      Standards No. 141;

<PAGE>

                                                                              10


            (11) any net after-tax income or loss from discontinued operations
      and any net after-tax gain or loss on disposal of discontinued operations;

            (12) any non-cash compensation expense realized from grants of stock
      appreciation or similar rights, stock options, restricted stock,
      restricted stock units or other rights to officers, directors and
      employees of such Person or any of its Restricted Subsidiaries; and

            (13) any premiums, fees and expenses (and any amortization thereof)
      paid in connection with the Transactions,

in each case, for such period. Notwithstanding the foregoing, for the purpose of
Section 4.04 only, there shall be excluded from Consolidated Net Income any
dividends, repayments of loans or advances or other transfers of assets from
Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the
extent such dividends, repayments or transfers increase the amount of Restricted
Payments permitted under such Section pursuant to Section 4.04(a)(4)(C)(iv).

                  "Consolidation" means the consolidation of the accounts of
each of the Restricted Subsidiaries, with those of the Company in accordance
with GAAP consistently applied; provided, however, that "Consolidation" will not
include consolidation of the accounts of any Unrestricted Subsidiary, but the
interest of the Company or any Restricted Subsidiary in an Unrestricted
Subsidiary will be accounted for as an investment. The term "Consolidated" has a
correlative meaning.

            "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.

            "Credit Agreement" means collectively (i) the amended and restated
credit agreement dated as of [ ], 2007, as amended, restated, supplemented,
waived, replaced (whether or not upon termination, and whether with the original
lenders or otherwise), refinanced, restructured or otherwise modified from time
to time, among the Company, PT Freeport Indonesia, the lenders party thereto,
the issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative
agent, collateral agent and security agent and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as syndication agent, and (ii) the credit agreement dated as
of [ ], 2007, as amended, restated, supplemented, waived, replaced (whether or
not upon termination, and whether with the original lenders or otherwise),
refinanced, restructured or otherwise modified from time to time, among the
Company, the lenders party thereto, the issuing banks party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, collateral agent and security agent
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent (in
each case, except to the extent that any such amendment, restatement,
supplement, waiver, replacement, refinancing, restructuring or other
modification thereto would be prohibited by the terms of this Indenture, unless
otherwise agreed to by the Holders of at least a

<PAGE>

                                                                              11


majority in aggregate principal amount of Securities of each series at the time
outstanding).

            "Credit Facilities" means (1) one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case with banks or other lenders providing for revolving
credit loans, term loans, receivables financing or letters of credit, and (2)
any notes, bonds or other instruments issued and sold in a public offering, Rule
144A, or other private transaction (together with any related indentures, note
purchase agreements or similar agreements), in each case as to clause (1) and
(2), as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.

            "Currency Agreement" means, with respect to any Person, any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangement to which such Person is a party or of which it is a beneficiary.

            "Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

            "Disqualified Capital Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable or exercisable) or upon the
happening of any event:

            (1) matures or is mandatorily redeemable pursuant to a sinking fund
      obligation or otherwise;

            (2) is convertible or exchangeable for Indebtedness or Disqualified
      Stock (excluding Capital Stock convertible or exchangeable solely at the
      option of the Company or a Restricted Subsidiary; provided, however, that
      any such conversion or exchange shall be deemed an Incurrence of
      Indebtedness or Disqualified Stock, as applicable); or

            (3) is redeemable at the option of the holder thereof, in whole or
      in part,

in case of each of clauses (1), (2) and (3), on or prior to the first
anniversary of the Stated Maturity of the Securities of a series; provided,
however, that any Capital Stock that would not constitute Disqualified Stock but
for provisions thereof giving holders thereof the right to require such Person
to repurchase or redeem such Capital Stock upon the occurrence of an "asset
sale" or "change of control" occurring prior to the first anniversary of the
Stated Maturity of the Securities of such series shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the terms applicable to the Securities in Sections 4.05 and
4.06 of this Indenture.

<PAGE>

                                                                              12


            "EBITDA" for any period means the Consolidated Net Income for such
period, plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income:

            (1) provision for taxes based on income, profits or capital of the
      Company and its Consolidated Restricted Subsidiaries;

            (2) Consolidated Interest Expense;

            (3) depreciation expense of the Company and its Consolidated
      Restricted Subsidiaries;

            (4) amortization expense of the Company and its Consolidated
      Restricted Subsidiaries (excluding amortization expense attributable to a
      prepaid cash item that was paid in a prior period);

            (5) minority interest expense consisting of subsidiary income
      attributable to minority equity interests of third parties in any
      non-Wholly Owned Subsidiary, except to the extent of dividends declared or
      paid on such equity interests held by third parties;

            (6) any reasonable expenses or charges related to any Equity
      Offering, investment, acquisition, recapitalization or Indebtedness
      permitted to be incurred under the Indenture or in connection with the
      Transactions; and

            (7) all other noncash charges of the Company and its Consolidated
      Restricted Subsidiaries (excluding any such noncash charge to the extent
      it represents an accrual of or reserve for cash expenditures in any future
      period) less all noncash items of income (other than accrual of revenue in
      the ordinary course of business) of the Company and its Restricted
      Subsidiaries in each case, for such period,

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

            "Equity Offering" means a primary offering of Capital Stock other
than (i) Disqualified Stock, (ii) Preferred Stock or (iii) public offerings with
respect to the Company's common stock registered on Form S-8.

<PAGE>

                                                                              13


            "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

            "Existing Freeport Notes" means the 10 1/8% Senior Notes due 2010
issued by the Company under the Indenture dated as of January 29, 2003, between
the Company and The Bank of New York, as trustee; the 7% Convertible Senior
Notes due 2011 issued by the Company under the Indenture dated as of February
11, 2003, between the Company and The Bank of New York, as trustee; and the
6 7/8% Senior Notes due 2014 issued by the Company under the Indenture dated as
of February 3, 2004, between the Company and The Bank of New York, as trustee.

            "Existing Phelps Dodge Notes" means the 7.375% Notes due 2007, the
8.75% Notes due 2011, the 9.50% Notes due 2031, the 6.125% Notes due 2034 and
the 7.125% Debentures due 2027, in each case, issued by Phelps Dodge Corporation
under the Indenture dated September 27, 1997, between Phelps Dodge Corporation
and First Union National Bank, as trustee.

            "Fair Market Value" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of whom
is under undue pressure or compulsion to complete the transaction. Fair Market
Value will be determined in good faith by the Board of Directors, whose
determination will be conclusive and evidenced by a resolution of such Board of
Directors; provided, however, that for purposes of Section 4.04 (a)(4)(C), if
the Fair Market Value of the property or assets in question is so determined to
be in excess of $300.0 million, such determination must be confirmed by an
Independent Qualified Party.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in

            (1) the opinions and pronouncements of the Accounting Principles
      Board of the American Institute of Certified Public Accountants;

            (2) statements and pronouncements of the Financial Accounting
      Standards Board;

            (3) such other statements by such other entity as approved by a
      significant segment of the accounting profession; and

            (4) the rules and regulations of the SEC governing the inclusion of
      financial statements (including pro forma financial statements) in
      periodic reports required to be filed pursuant to Section 13 of the
      Exchange Act, including opinions and pronouncements in staff accounting
      bulletins and similar written statements from the accounting staff of the
      SEC.

            All ratios and computations based on GAAP contained in this
Indenture shall be computed in conformity with GAAP.

<PAGE>

                                                                              14


            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person

            (1) to purchase or pay (or advance or supply funds for the purchase
      or payment of) such Indebtedness or other obligation of such other Person
      (whether arising by virtue of partnership arrangements, or by agreements
      to keep-well, to purchase assets, goods, securities or services, to
      take-or-pay or to maintain financial statement conditions or otherwise);
      or

            (2) entered into for the purpose of assuring in any other manner the
      obligee of such Indebtedness or other obligation of the payment thereof or
      to protect such obligee against loss in respect thereof (in whole or in
      part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

            "Guarantee Agreement" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees
the Company's obligations with respect to a series of the Securities on the
terms provided for in this Indenture.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity
Price Protection Agreement entered into in the ordinary course of business and
not for speculation.

            "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. Solely for purposes of determining
compliance with Section 4.03:

            (1) amortization of debt discount or the accretion of principal with
      respect to a non-interest bearing or other discount security;

            (2) the payment of regularly scheduled interest in the form of
      additional Indebtedness of the same instrument or the payment of regularly
      scheduled dividends on Capital Stock in the form of additional Capital
      Stock of the same class and with the same terms; and

<PAGE>

                                                                              15


            (3) the obligation to pay a premium in respect of Indebtedness
      arising in connection with the issuance of a notice of redemption or the
      making of a mandatory offer to purchase such Indebtedness,

will not be deemed to be the Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person on any date of
determination, without duplication:

            (1) the principal of and premium (if any) in respect of indebtedness
      of such Person for borrowed money;

            (2) the principal of and premium (if any) in respect of obligations
      of such Person evidenced by bonds, debentures, notes or other similar
      instruments;

            (3) all obligations of such Person in respect of letters of credit
      or other similar instruments (including reimbursement obligations with
      respect thereto);

            (4) all obligations of such Person to pay the deferred and unpaid
      purchase price of property or services (except Trade Payables), which
      purchase price is due more than six months after the date of placing such
      property in service or taking delivery and title thereto or the completion
      of such services;

            (5) all Capitalized Lease Obligations and all Attributable Debt of
      such Person;

            (6) the amount of all obligations of such Person with respect to the
      redemption, repayment or other repurchase of any Disqualified Stock or,
      with respect to any Subsidiary of such Person, any Preferred Stock (but
      excluding, in each case, any accrued dividends);

            (7) all Indebtedness of other Persons secured by a Lien on any asset
      of such Person, whether or not such Indebtedness is assumed by such
      Person; provided, however, that the amount of Indebtedness of such Person
      shall be the lesser of:

                  (A) the Fair Market Value of such asset at such date of
            determination and

                  (B) the amount of such Indebtedness of such other Persons;

            (8) Hedging Obligations of such Person; and

            (9) all obligations of the type referred to in clauses (1) through
      (8) of other Persons and all dividends of other Persons for the payment of
      which, in either case, such Person is responsible or liable, directly or
      indirectly, as obligor, guarantor or otherwise, including by means of any
      Guarantee.

<PAGE>

                                                                              16


            The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.

            "Indenture" means this Indenture as amended or supplemented from
time to time.

            "Independent Qualified Party" means an investment banking firm,
accounting firm or appraisal firm of national standing; provided, however, that
such firm is not an Affiliate of the Company.

            "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is party or of which
it is a beneficiary.

            "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. The acquisition by the Company or any
Restricted Subsidiary of a Person that holds an Investment in a third Person
will be deemed to be an Investment by the Company or such Restricted Subsidiary
in such third Person at such time. Except as otherwise provided for herein, the
amount of an Investment shall be its fair market value at the time the
Investment is made and without giving effect to subsequent changes in value.

            For purposes of the definition of "Unrestricted Subsidiary" and
Section 4.04:

            (1) "Investment" shall include the portion (proportionate to the
      Company's equity interest in such Subsidiary) of the Fair Market Value of
      the net assets of any Subsidiary of the Company at the time that such
      Subsidiary is designated an Unrestricted Subsidiary; provided, however,
      that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
      the Company shall be deemed to continue to have a permanent "Investment"
      in an Unrestricted Subsidiary equal to an amount (if positive) equal to
      (A) the Company's "Investment" in such Subsidiary at the time of such
      redesignation less (B) the portion (proportionate to the Company's equity
      interest in such Subsidiary) of the Fair Market Value of the net assets of
      such Subsidiary at the time of such redesignation; and

<PAGE>

                                                                              17


            (2) any property transferred to or from an Unrestricted Subsidiary
      shall be valued at its Fair Market Value at the time of such transfer.

            "Investment Grade Rating" means a rating equal to or higher than
Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

            "Issue Date" means March [ ], 2007.

            "Legal Holiday" means a Saturday, Sunday or other day on which
banking institutions are not required by law or regulation to be open in the
State of New York.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

            "Moody's" means Moody's Investors Service, Inc., or any successor
thereto.

            "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets that are
the subject of such Asset Disposition or received in any other non-cash form),
in each case net of

            (1) all legal, title and recording tax expenses, commissions and
      other fees and expenses incurred, and all Federal, state, provincial,
      foreign and local taxes required to be paid or accrued as a liability
      under GAAP, as a consequence of such Asset Disposition or any distribution
      of the proceeds thereof by a Restricted Subsidiary of the Company or
      another Restricted Subsidiary;

            (2) all payments made on any Indebtedness which is secured by any
      assets subject to such Asset Disposition, in accordance with the terms of
      any Lien upon or other security agreement of any kind with respect to such
      assets, or which must by its terms, or in order to obtain a necessary
      consent to such Asset Disposition, or by applicable law, be repaid out of
      the proceeds from such Asset Disposition;

            (3) all distributions and other payments required to be made to
      minority interest holders in Subsidiaries or joint ventures as a result of
      such Asset Disposition; and

            (4) appropriate amounts to be provided by the seller as a reserve,
      in accordance with GAAP, against any liabilities associated with the
      property or other assets disposed of in such Asset Disposition and
      retained by the Company or any Restricted Subsidiary after such Asset
      Disposition.

<PAGE>

                                                                              18


            "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two Officers.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee.

            "Permitted Asset Swap" means the concurrent purchase and sale or
exchange of Related Business Assets or a combination of Related Business Assets
and cash between the Company or any of its Restricted Subsidiaries and another
Person; provided, that any cash received must be applied in accordance with
Section 4.05.

            "Permitted Business" means any business engaged in by the Company or
any Restricted Subsidiary on the Issue Date and any Related Business.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

            "Preferred Stock," as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

            "principal" of a Security means the principal of the Security plus
the premium, if any, payable on the Security which is due or overdue or is to
become due at the relevant time.

            "Principal Property" means any mineral property, concentrator,
smelter, refinery, rod mill or, to the extent no Suspension Period is in effect,
any other asset or property, in each case, located within the United States of
America or its territories or possessions, and owned by the Company or any
Restricted Subsidiary except any such assets or properties which the Board of
Directors by resolution declares is not of material importance to the business
of the Company and its Restricted Subsidiaries, taken as a whole.

<PAGE>

                                                                              19


            "Prospectus" means the prospectus supplement dated as of March [ ],
2007 relating to the offering of the Securities on the Issue Date.

            "Purchase Money Indebtedness" means Indebtedness:

            (1) consisting of the deferred purchase price of an asset,
      conditional sale obligations, obligations under any title retention
      agreement and other purchase money obligations, in each case where the
      maturity of such Indebtedness does not exceed the anticipated useful life
      of the asset being financed, and

            (2) Incurred to finance the acquisition, exploration, addition or
      improvement of any asset by the Company or a Restricted Subsidiary of such
      asset, including the Capital Stock of a Person that becomes a Restricted
      Subsidiary;

provided, however, that such Indebtedness is incurred within 180 days after the
acquisition by the Company or such Restricted Subsidiary of such asset.

            "Quotation Agent" means the Reference Treasury Dealer selected by
the Trustee after consultation with the Company.

            "Rating Agencies" means Moody's and S&P or if S&P or Moody's or both
shall not make a rating on the Securities of a series publicly available, a
nationally recognized statistical rating agency or agencies, as the case may be,
selected by the Company (as certified by a resolution of the Board of Directors)
which shall be substituted for S&P or Moody's or both, as the case may be, with
respect to such series of Securities.

            "Reference Treasury Dealer" means J.P. Morgan Securities Inc. and
its successors and assigns, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and its successors and assigns and one other nationally recognized investment
banking firm selected by the Company that are primary U.S. Government securities
dealers.

            "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day immediately preceding such redemption date.

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or to
issue other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

            "Refinancing Indebtedness" means Indebtedness that is Incurred to
Refinance (including pursuant to any defeasance or discharge mechanism) any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or

<PAGE>

                                                                              20


Incurred in compliance with this Indenture (including Indebtedness of
the Company that Refinances Refinancing Indebtedness); provided, however, that:

            (1) such Refinancing Indebtedness has a Stated Maturity no earlier
      than the Stated Maturity of the Indebtedness being Refinanced;

            (2) such Refinancing Indebtedness has an Average Life at the time
      such Refinancing Indebtedness is Incurred that is equal to or greater than
      the Average Life of the Indebtedness being Refinanced;

            (3) such Refinancing Indebtedness is Incurred in an aggregate
      principal amount (or if issued with original issue discount, an aggregate
      issue price) that is equal to or less than the aggregate principal amount
      (or if issued with original issue discount, the aggregate accreted value)
      then outstanding, or, if greater, the committed amount of the Indebtedness
      being Refinanced, plus an amount necessary to pay any fees and expenses,
      including premiums, related to such Refinancing; and

            (4) if the Indebtedness being Refinanced is subordinated in right of
      payment to the Securities of a series, such Refinancing Indebtedness is
      subordinated in right of payment to the Securities of such series on
      substantially the same terms, taken as a whole, as the Indebtedness being
      Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.

            "Related Business" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Issue Date.

            "Related Business Asset" means assets (other than cash) used or
useful in a Related Business, provided that any assets received by the Company
or a Restricted Subsidiary in exchange for assets transferred by the Company or
a Restricted Subsidiary shall not be deemed to be Related Business Assets if the
assets consist of securities of a Person, unless upon receipt of the securities
of such Person, such Person would become a Restricted Subsidiary.

            "Restricted Subsidiary" means any Subsidiary of the Company that is
not an Unrestricted Subsidiary.

            "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill-Companies, Inc. or any successor to the rating agency business
thereof.

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company

<PAGE>

                                                                              21


or such Restricted Subsidiary leases it from such Person, other than leases
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries. The term Sale/Leaseback Transaction shall not include arrangements
with governmental bodies entered into for the purpose of financing the purchase
price or the cost of constructing or improving the property subject thereto.

            "SEC" means the U.S. Securities and Exchange Commission.

            "Secured Indebtedness" means any Indebtedness of the Company secured
by a Lien.

            "Securities" means the 2015 Securities and the 2017 Securities.

            "Securities Act" means the U.S. Securities Act of 1933, as amended.

            "Senior Indebtedness" of any Person means the principal of, premium
(if any) and accrued and unpaid interest on (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization of such
Person, regardless of whether or not a claim for post-filing interest is allowed
in such proceedings), and fees and other amounts owing in respect of, Bank
Indebtedness and all other Indebtedness of such Person whether outstanding on
the Issue Date or thereafter Incurred, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such obligations are subordinated in right of payment to the Securities of
a series or the Subsidiary Guarantee with respect to a series of Securities of
such Person; provided, however, that Senior Indebtedness of such Person shall
not include:

            (1) any obligation of such Person to the Company or any Subsidiary
      of the Company;

            (2) any liability for Federal, state, local or other taxes owed or
      owing by such Person;

            (3) any accounts payable or other liability to trade creditors
      arising in the ordinary course of business (including Guarantees thereof
      or instruments evidencing such liabilities);

            (4) any Indebtedness or obligation of such Person (and any accrued
      and unpaid interest in respect thereof) that by its terms is subordinate
      or junior in any respect to any other Indebtedness or obligation of such
      Person, including any Subordinated Obligations of such Person;

            (5) any obligations with respect to any Capital Stock; or

            (6) any Indebtedness Incurred in violation of this Indenture.

            "Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.

<PAGE>
                                                                              22

      "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

      "Subordinated Obligation" means any Indebtedness of a Person (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the Securities of a series or a Subsidiary
Guarantor of such Person, as the case may be, pursuant to a written agreement.

      "Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which more than 50% of the total voting power of
shares of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
Controlled, directly or indirectly, by:

      (1)   such Person;

      (2)   such Person and one or more Subsidiaries of such Person; or

      (3)   one or more Subsidiaries of such Person.

      "Subsidiary Guarantee" means, with respect to each series of Securities, a
Guarantee by a Subsidiary Guarantor of the Company's obligations with respect to
such series of Securities.

      "Subsidiary Guarantor" means each Subsidiary of the Company that
guarantees a series of the Securities pursuant to the terms of this Indenture.

      "Temporary Cash Investments" means any of the following:

            (1) any investment in direct obligations of the United States of
      America or any agency thereof or obligations guaranteed by the United
      States of America or any agency thereof;

            (2) investments in time deposit accounts, certificates of deposit
      and money market deposits maturing within 180 days of the date of
      acquisition thereof issued by a bank or trust company which is organized
      under the laws of the United States of America, any State thereof or any
      foreign country recognized by the United States of America, and which bank
      or trust company has capital, surplus and undivided profits aggregating in
      excess of $250,000,000 (or the foreign currency equivalent thereof) and
      has outstanding debt which is rated "A" (or such similar equivalent
      rating) or higher by at least one nationally recognized statistical rating
      organization (as defined in Rule 436 under the Securities Act);

<PAGE>
                                                                              23

            (3) repurchase obligations with a term of not more than 30 days for
      underlying securities of the types described in clause (1) above entered
      into with a bank meeting the qualifications described in clause (2) above;

            (4) investments in commercial paper, maturing not more than 90 days
      after the date of acquisition, issued by a corporation (other than an
      Affiliate of the Company) organized and in existence under the laws of the
      United States of America or any foreign country recognized by the United
      States of America with a rating at the time as of which any investment
      therein is made of "P-1" (or higher) according to Moody's or "A-1" (or
      higher) according to S&P;

            (5) investments in securities with maturities of six months or less
      from the date of acquisition issued or fully guaranteed by any state,
      commonwealth or territory of the United States of America, or by any
      political subdivision or taxing authority thereof, and rated at least "A"
      by S&P or "A" by Moody's;

            (6) investment funds investing at least 95% of their assets in
      securities of the types described in clauses (1) through (5) above; and

            (7) instruments equivalent to those referred to in clauses (1)
      through (6) above denominated in any foreign currency comparable in credit
      quality and tenor to those referred to above and commonly used by
      corporations for cash management purposes in any jurisdiction outside the
      United States to the extent reasonably required in connection with any
      business conducted by any Subsidiary organized in such jurisdiction.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of this Indenture.

      "Total Assets" means the total assets of the Company and its Restricted
Subsidiaries on a consolidated basis, as shown on the most recent balance sheet
of the Company.

      "Trade Payables" means, with respect to any Person, any accounts payable
or any indebtedness or monetary obligation to trade creditors created, assumed
or Guaranteed by such Person arising in the ordinary course of business in
connection with the acquisition of goods or services.

      "Transactions" means the transactions described under the heading
"Prospectus Supplement Summary -- The transactions" in the Prospectus.

      "Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

<PAGE>


                                                                             24

      "Uniform Commercial Code" means the New York Uniform Commercial Code as in
effect from time to ----------------------- time.

      "Unrestricted Subsidiary" means: -----------------------

            (1) any Subsidiary of the Company that at the time of determination
      shall be designated an Unrestricted Subsidiary by the Board of Directors
      in the manner provided below; and

            (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so
designated has total assets of $1,000 or less or (B) if such Subsidiary has
assets greater than $1,000, such designation would be permitted under Section
4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (A) the Company could Incur $1.00 of additional Indebtedness
under Section 4.03(a) and (B) no Default shall have occurred and be continuing.
Any such designation by the Board of Directors shall be evidenced to the Trustee
by promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

      "U.S. Dollar Equivalent" means with respect to any monetary amount in a
currency other than U.S. dollars, at any time for determination thereof, the
amount of U.S. dollars obtained by converting such foreign currency involved in
such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in The Wall Street
Journal in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination.

      Except as described in Section 4.03, whenever it is necessary to determine
whether the Company has complied with any covenant in this Indenture or a
Default has occurred and an amount is expressed in a currency other than U.S.
dollars, such amount will be treated as the U.S. Dollar Equivalent determined as
of the date such amount is initially determined in such currency.

      "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.

<PAGE>

                                                                              25

      "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

      "Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares) is owned by the Company
or one or more other Wholly Owned Subsidiaries.

      SECTION 1.02. Other Definitions.


<Table>
<Caption>

                                                                  DEFINED IN
TERM                                                               SECTION
----                                                               -------
<S>                                                               <C>
"Bankruptcy Law"...............................................     6.01
"Change of Control Offer"......................................     4.06(b)
"covenant defeasance option"...................................     8.01(b)
"Custodian"....................................................     6.01
"Event of Default".............................................     6.01
"Guaranteed Obligations".......................................    10.01
"legal defeasance option"......................................     8.01(b)
"Offer"........................................................     4.05(b)
"Offer Amount".................................................     4.05(c)(2)
"Offer Period".................................................     4.05(c)(2)
"Paying Agent".................................................     2.03
"Purchase Date"................................................     4.05(c)(1)
"Registrar"....................................................     2.03
"Restricted Payment"...........................................     4.04(a)(4)
"Reversion Date"...............................................     4.12
"Successor Company"............................................     5.01(a)(1)
"Suspended Covenants"..........................................     4.12
"Suspension Date"..............................................     4.12
"Suspension Period"............................................     4.12
</Table>


      SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

      "Commission" means the SEC;


      "indenture securities" means the Securities and the Subsidiary Guaranties;


      "indenture security holder" means a Securityholder;


      "indenture to be qualified" means this Indenture;

<PAGE>

                                                                              26

      "indenture trustee" or "institutional trustee" means the Trustee; and


      "obligor" on the indenture securities means the Company, each Subsidiary
Guarantor and any other obligor on the indenture securities.

      All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

      SECTION 1.04. Rules of Construction. Unless the context otherwise
requires:


      (1) a term has the meaning assigned to it;

      (2) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

      (3) "or" is not exclusive;

      (4) "including" means including without limitation;

      (5) words in the singular include the plural and words in the plural
include the singular;

      (6) unsecured Indebtedness shall not be deemed to be subordinate or junior
to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness;

      (7) secured Indebtedness shall not be deemed to be subordinate or junior
to any other secured Indebtedness merely because it has a junior priority with
respect to the same collateral;

      (8) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP;

      (9) the principal amount of any Preferred Stock shall be (A) the maximum
liquidation value of such Preferred Stock or (B) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater; and

      (10) all references to the date the Securities were originally issued
shall refer to the Issue Date.

<PAGE>

                                                                              27

                                    Article 2

                                 The Securities

      SECTION 2.01. Form and Dating. Provisions relating to the Securities are
set forth in the Appendix attached hereto (the "Appendix") which is hereby
incorporated in, and expressly made part of, this Indenture. The Securities and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit 1 to the Appendix, in the case of the 2015 Securities, and Exhibit 2
to the Appendix, in the case of the 2017 Securities, which are hereby
incorporated in, and expressly made a part of, this Indenture. The Securities of
each series may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). Each Security shall be dated the date of its authentication.
The terms of the Securities set forth in the Appendix, including Exhibit 1 and
Exhibit 2, are part of the terms of this Indenture.

      SECTION 2.02. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature.

      If an Officer whose signature is on a Security no longer holds that office
at the time the Trustee authenticates the Security, the Security shall be valid
nevertheless.

      A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

      The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate the Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

      SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

      The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying

<PAGE>

                                                                              28

Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned
Subsidiary incorporated or organized within The United States of America may act
as Paying Agent, Registrar, co-registrar or transfer agent.

      The Company initially appoints the Trustee as Registrar and Paying Agent
in connection with the Securities of each series.

      SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due date
of the principal of and interest on any Security, the Company shall deposit with
the Paying Agent a sum sufficient to pay such principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders of Securities of a series or the Trustee all money held by
the Paying Agent for the payment of principal of or interest on the Securities
of such series and shall notify the Trustee of any default by the Company in
making any such payment. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying
Agent. Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

      SECTION 2.05. Lists of Holders of Securities. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee, in
writing at least five Business Days before each interest payment date with
respect to a series of Securities and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders of Securities of such
series.

      SECTION 2.06. Transfer and Exchange. The Securities of each series shall
be issued in registered form and shall be transferable only upon the surrender
of a Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
and Section 8-401(1) of the Uniform Commercial Code are met. When Securities of
a series are presented to the Registrar or a co-registrar with a request to
exchange them for an equal principal amount of Securities such series of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met.

      SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an

<PAGE>

                                                                              29

indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced. The Company and the Trustee may charge the Holder for their expenses
in replacing a Security.

      Every replacement Security is an additional Obligation of the Company.

      SECTION 2.08. Outstanding Securities. Securities of a series outstanding
at any time are all Securities of such series authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation and
those described in this Section as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate of the Company holds the
Security.

      If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a protected purchaser (as defined in
Section 8-303 of the Uniform Commercial Code).

      If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Securities (or
portions thereof) of a series to be redeemed or maturing, as the case may be,
then on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

      SECTION 2.09. Temporary Securities. Until definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.

      SECTION 2.10. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancellation.

      SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of
interest on the Securities of a series, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) on such series
in any lawful manner. The Company may pay the defaulted interest on such series
to the persons who

<PAGE>

                                                                              30

are Holders of Securities of such series on a subsequent special record date.
The Company shall fix or cause to be fixed any such special record date and
payment date to the reasonable satisfaction of the Trustee and shall promptly
mail to each Holder of Securities of such series a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.

      SECTION 2.12. CUSIP Numbers, ISINs, etc. The Company in issuing the
Securities may use "CUSIP" numbers, ISINs and "Common Code" numbers (in each
case if then generally in use) and, if so, the Trustee shall use "CUSIP"
numbers, ISINs and "Common Code" numbers in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall advise the Trustee in writing of any
change in any "CUSIP" numbers, ISINs or "Common Code" numbers applicable to the
Securities.

      SECTION 2.13 Issuance of Additional Securities. After the Issue Date, the
Company shall be entitled, subject to its compliance with Section 4.03, to issue
Additional Securities of any series under this Indenture, which Securities shall
have identical terms as the Initial Securities of the same series issued on the
Issue Date, other than with respect to the date of issuance and issue price. All
2015 Securities issued under this Indenture (including any Additional 2015
Securities) shall be treated as a single class for all purposes of this
Indenture including waivers, amendments, redemptions and offers to purchase. All
2017 Securities issued under this Indenture (including any Additional 2017
Securities) shall be treated as a single class for all purposes of this
Indenture including waivers, amendments, redemptions and offers to purchase.

      The 2015 Securities and the 2017 Securities shall be treated as separate
classes for all purposes of this Indenture, including in respect of waivers,
amendments, redemptions, offers to purchase and the application of, and
determination of compliance with, the covenants contained in Article 4 hereof.

      With respect to any Additional Securities of a series, the Company shall
set forth in a resolution of the Board of Directors and an Officers'
Certificate, a copy of each which shall be delivered to the Trustee, the
following information:

            (1) the series and the aggregate principal amount of such Additional
      Securities to be authenticated and delivered pursuant to this Indenture
      and the provision of Section 4.03 that the Company is relying on to issue
      such Additional Securities; and

            (2) the issue price, the issue date and the CUSIP number and ISIN,
      if any, of such Additional Securities; provided, however, that no
      Additional Securities may be issued at a price that would cause such
      Additional Securities to have "original issue discount" within the meaning
      of Section 1273 of the Code.


<PAGE>

                                                                              31

                                    Article 3

                                   Redemption

      SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities of any series pursuant to paragraph 5 of the Securities of such
series, it shall notify the Trustee in writing of the redemption date, the
principal amount of Securities to be redeemed and the provision of paragraph 5
of such series of Securities pursuant to which the redemption will occur.

      The Company shall give each notice to the Trustee provided for in this
Section at least 60 days before the redemption date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

      SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all
the Securities of any series are to be redeemed, the Trustee shall select the
Securities of such series to be redeemed pro rata to the extent practicable. The
Trustee shall make the selection from outstanding Securities of such series not
previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of such series that have denominations larger
than $2,000. Securities and portions of them the Trustee selects shall be in
minimum principal amounts of $2,000 or a whole multiple of $1,000 in excess
thereof. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

      SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60
days before a date for redemption of Securities of a series, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities of
such series to be redeemed at such Holder's registered address.

      The notice shall identify the Securities of such series to be redeemed and
shall state:

      (1) the redemption date;

      (2) the redemption price;

      (3) the name and address of the Paying Agent;

      (4) that Securities called for redemption must be surrendered to the
Paying Agent to collect the redemption price;

      (5) if fewer than all the outstanding Securities of such series are to be
redeemed, the identification and principal amounts of the particular Securities
to be redeemed;

<PAGE>

                                                                              32

      (6) that, unless the Company defaults in making such redemption payment,
interest on Securities (or portion thereof) called for redemption ceases to
accrue on and after the redemption date;

      (7) the "CUSIP" number, ISIN or "Common Code" number, if any, printed on
the Securities being redeemed; and

      (8) that no representation is made as to the correctness or accuracy of
the "CUSIP" number, ISIN, or "Common Code" number, if any, listed in such notice
or printed on the Securities.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense. In such event, the Company
shall provide the Trustee with the information required by this Section.

      SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed, Securities of a series called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date), and such Securities
shall be canceled by the Trustee. Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.

      SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date,
ithe Company shall deposit with the Paying Agent (or, if the Company or a
Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest on all Securities
of a series or portions thereof to be redeemed on that date other than
Securities of such series or portions of Securities of such series called for
redemption which have been delivered by the Company to the Trustee for
cancellation.

      SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security of
a series that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security of
such series equal in principal amount to the unredeemed portion of the Security
surrendered.

                                    Article 4

      Covenants

      SECTION 4.01. Payment of Securities. The Company shall promptly pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due.


<PAGE>

                                                                              33

      The Company shall pay interest on overdue principal at the rate specified
therefor in the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

      SECTION 4.02. SEC Reports. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC (subject to the following sentence) and
provide the Trustee and Securityholders with such annual and other reports as
are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such reports to be so filed and
provided at the times specified for the filings of such reports under such
Sections and containing all the information, audit reports and exhibits required
for such reports.

      If, at any time, the Company is not subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company shall nevertheless
continue filing the reports specified in the preceding sentence with the SEC
within the time periods required unless the SEC will not accept such a filing.
The Company agrees that it will not take any action for the purpose of causing
the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC
will not accept such filings for any reason, the Company will post the reports
specified in the preceding sentence on its website within the time periods that
would apply if the Company were required to file those reports with the SEC.

      SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and
shall not permit any Restricted Subsidiary to, Incur, directly or indirectly,
any Indebtedness; provided, however, that the Company or any Restricted
Subsidiary that is a Subsidiary Guarantor shall be entitled to Incur
Indebtedness if, on the date of such Incurrence and after giving effect thereto
on a pro forma basis, the Consolidated Coverage Ratio exceeds 2 to 1.

      (b) Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries shall be entitled to Incur any or all of the following
Indebtedness:

            (1) Indebtedness Incurred pursuant to the Credit Facilities in an
      aggregate principal amount not to exceed (A) $11,500 million less, without
      duplication, the aggregate amount of letters of credit issued to support
      Indebtedness Incurred and outstanding under Section 4.03(b)(9);

            (2) Indebtedness of the Company owed to and held by any Restricted
      Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by
      the Company or any Restricted Subsidiary; provided, however, that (A) any
      subsequent issuance or transfer of any Capital Stock or any other event
      that results in any such Restricted Subsidiary ceasing to be a Restricted
      Subsidiary or any subsequent transfer of any such Indebtedness (except to
      the Company or a Restricted Subsidiary) shall be deemed, in each case, to
      constitute the Incurrence of such Indebtedness by the issuer thereof, (B)
      if the Company is the obligor on such Indebtedness, such Indebtedness is
      expressly subordinated to the prior


<PAGE>

                                                                              34

      payment in full in cash of all obligations with respect to the Securities
      and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness,
      such Indebtedness, is expressly subordinated to the prior payment in full
      in cash of all obligations of such Subsidiary Guarantor with respect to
      its Subsidiary Guarantees;

            (3) Indebtedness (A) represented by the Securities (not including
      any Additional Securities) and any Subsidiary Guarantees, (B) outstanding
      on the Issue Date (other than the Indebtedness described in clauses (1)
      and (2) of this Section 4.03(b)), (C) consisting of Refinancing
      Indebtedness Incurred in respect of any Indebtedness described in this
      clause (3) (including Indebtedness that is Refinancing Indebtedness) or
      Section 4.03(a) and (D) consisting of Guarantees of any Indebtedness
      permitted under clauses (1) and (2) of this Section 4.03(b);

            (4) Indebtedness (A) in respect of performance bonds, bankers'
      acceptances, letters of credit and surety or appeal bonds provided by the
      Company and the Restricted Subsidiaries in the ordinary course of their
      business, and (B) under Interest Rate Agreements, Currency Agreements and
      Commodity Price Protection Agreements entered into for bona fide hedging
      purposes (not for speculation) of the Company in the ordinary course of
      business; provided, however, that such Interest Rate Agreements do not
      increase the Indebtedness of the Company outstanding at any time other
      than as a result of fluctuations in interest rates or by reason of fees,
      indemnities and compensation payable thereunder;

            (5) Purchase Money Indebtedness and Capitalized Lease Obligations in
      an aggregate principal amount not in excess of the greater of $1,000.0
      million and 2.5% of the Total Assets at any time outstanding;

            (6) Indebtedness (other than Indebtedness permitted to be Incurred
      pursuant to Section 4.03(a) or any other clause of this Section 4.03(b))
      in an aggregate principal amount on the date of Incurrence that, when
      added to all other Indebtedness Incurred pursuant to this clause (6) and
      then outstanding, will not exceed $1,000 million;

            (7) with respect to any Restricted Subsidiary that is not a
      Subsidiary Guarantor, Indebtedness in an aggregate principal amount that
      together with all other Indebtedness incurred pursuant to this clause (7)
      and then outstanding, will not exceed the greater of $2,500 million and 6%
      of Total Assets;

            (8) Indebtedness arising from agreements of the Company or a
      Restricted Subsidiary providing for indemnification, adjustment of
      purchase price or similar obligations, in each case, incurred or assumed
      in connection with the disposition of any business, assets or a
      Subsidiary, other than guarantees of Indebtedness incurred by any Person
      acquiring all or any portion of such business, assets or a Subsidiary for
      the purpose of financing such acquisition; provided, however, that (A)
      such Indebtedness is not reflected on the balance sheet of the Company or
      any Restricted Subsidiary (contingent obligations referred to in a

<PAGE>

                                                                              35

      footnote to financial statements and not otherwise reflected on the
      balance sheet will not be deemed to be reflected on such balance sheet for
      purposes of this clause (A)) and (B) the maximum assumable liability in
      respect of all such Indebtedness shall at no time exceed the gross
      proceeds including non-cash proceeds (the Fair Market Value of such
      non-cash proceeds being measured at the time received and without giving
      effect to any subsequent changes in value) actually received by the
      Company and any Restricted Subsidiaries in connection with such
      disposition;

            (9) Indebtedness of the Company or any Restricted Subsidiary of the
      Company supported by a letter of credit issued pursuant to the Credit
      Facilities in a principal amount not in excess of the stated amount of
      such letter of credit;

            (10) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument drawn
      against insufficient funds in the ordinary course of business; provided,
      however, that such Indebtedness is extinguished within two Business Days
      of its Incurrence; and

            (11) Indebtedness in respect of letters of credit provided by the
      Company or any Restricted Subsidiary in connection with environmental
      assurances and reclamation in an aggregate principal amount that, when
      added to all other Indebtedness Incurred pursuant to this clause (11) and
      then outstanding, will not exceed $700.0 million.

      (c) Notwithstanding the foregoing, neither the Company nor any Subsidiary
Guarantor shall Incur any Indebtedness pursuant to Section 4.03(b) if the
proceeds thereof are used, directly or indirectly, to repay, prepay, redeem,
defease, retire, refund or refinance any Subordinated Obligations of the Company
or a Subsidiary Guarantor unless such Indebtedness shall be subordinated to the
Securities or to the applicable Subsidiary Guarantee of such Subsidiary
Guarantor on substantially the same terms, taken as a whole, as such
Subordinated Obligations.

      (d) For purposes of determining compliance with this Section 4.03, (1) any
Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Issue
Date shall be treated as Incurred pursuant to Section 4.03(b)(1), (2)
Indebtedness permitted by this Section 4.03 need not be permitted solely by
reference to one provision permitting such Indebtedness but may be permitted in
part by one such provision and in part by one or more other provisions of this
Section 4.03 permitting such Indebtedness; and (3) in the event that
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in this Section 4.03, the Company, in its sole discretion, shall
classify and may later reclassify such Indebtedness and only be required to
include the amount of such Indebtedness in one of such clauses; provided that
all Indebtedness outstanding under the Credit Facilities on the Issue Date will
be treated as Incurred as of the Issue Date under Section 4.03(b)(1) and such
amounts may not later be reclassified.

      (e) For purposes of determining compliance with any U.S. dollar
denominated restriction on the Incurrence of Indebtedness where the Indebtedness


<PAGE>

                                                                              36

Incurred is denominated in a different currency, the amount of such Indebtedness
shall be the U.S. Dollar Equivalent determined on the date of the Incurrence of
such Indebtedness; provided, however, that if any such Indebtedness denominated
in a different currency is subject to a Currency Agreement with respect to U.S.
dollars covering all principal, premium, if any, and interest payable on such
Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be
as provided in such Currency Agreement. The principal amount of any Refinancing
Indebtedness Incurred in the same currency as the Indebtedness being Refinanced
shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to
the extent that (1) such U.S. Dollar Equivalent was determined based on a
Currency Agreement, in which case the Refinancing Indebtedness shall be
determined in accordance with the preceding sentence, and (2) the principal
amount of the Refinancing Indebtedness exceeds the principal amount of the
Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such
excess shall be determined on the date such Refinancing Indebtedness is
Incurred.

      SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall
not, and shall not permit any Restricted Subsidiary, directly or indirectly, to:

            (1) declare or pay any dividend, make any distribution on or in
      respect of its Capital Stock or make any similar payment (including any
      payment in connection with any merger or consolidation involving the
      Company or any Subsidiary of the Company) to the direct or indirect
      holders of its Capital Stock, except (x) dividends or distributions
      payable solely in its Capital Stock (other than Disqualified Stock or
      Preferred Stock) and (y) dividends or distributions payable to the Company
      or a Restricted Subsidiary (and, if such Restricted Subsidiary has
      shareholders other than the Company or other Restricted Subsidiaries, to
      its other shareholders on a pro rata basis);

            (2) purchase, repurchase, redeem, retire or otherwise acquire for
      value any Capital Stock of the Company held by Persons other than a
      Restricted Subsidiary or any Capital Stock of any Restricted Subsidiary
      held by any Affiliate of the Company (other than a Restricted Subsidiary);

            (3) purchase, repurchase, redeem, retire, defease or otherwise
      acquire for value, prior to scheduled maturity, scheduled repayment or
      scheduled sinking fund payment any Subordinated Obligations of the Company
      or any Subsidiary Guarantor (other than (a) from the Company or a
      Restricted Subsidiary or (b) the purchase, repurchase, redemption,
      retirement, defeasance or other acquisition for value of Subordinated
      Obligations acquired in anticipation of satisfying a sinking fund
      obligation, principal installment or final maturity, in each case due
      within one year of the date of acquisition); or

            (4) make any Investment in an Unrestricted Subsidiary (any such
      dividend, distribution, payment, purchase, redemption, repurchase,
      defeasance, retirement, or other acquisition or investment being herein
      referred to as a


<PAGE>

                                                                              37

      "Restricted Payment") if at the time the Company or such Restricted
      Subsidiary makes such Restricted Payment:

            (A) a Default shall have occurred and be continuing (or would result
      therefrom);

            (B) the Company could not Incur at least $1.00 of additional
      Indebtedness under Section 4.03(a); or

            (C) the aggregate amount of such Restricted Payment and all other
      Restricted Payments (the amount so expended, if other than in cash, to be
      determined in good faith by the Board of Directors, whose determination
      will be conclusive and evidenced by a resolution of the Board of
      Directors) declared or made subsequent to the Issue Date would exceed the
      sum, without duplication, of:

                  (i) 50% of the Consolidated Net Income accrued during the
            period (treated as one accounting period) from the beginning of the
            fiscal quarter ending March 31, 2007 to the end of the most recent
            fiscal quarter for which financial statements are available on or to
            the date of such Restricted Payment (or, in case such Consolidated
            Net Income shall be a deficit, minus 100% of such deficit); plus

                  (ii) the aggregate Net Cash Proceeds and the Fair Market Value
            of property or assets received by the Company from the issuance or
            sale of its Capital Stock (other than Disqualified Stock) subsequent
            to the Issue Date (other than an issuance or sale to a Subsidiary of
            the Company and other than an issuance or sale to (x) a Subsidiary
            of the Company or (y) an employee stock ownership plan or other
            trust established by the Company or any of its Subsidiaries) and
            100% of any cash capital contribution received by the Company from
            its shareholders subsequent to the Issue Date; plus

                  (iii) the amount by which Indebtedness of the Company or its
            Restricted Subsidiaries is reduced on the Company's balance sheet
            upon the conversion or exchange (other than by a Subsidiary of the
            Company) subsequent to the Issue Date of any Indebtedness of the
            Company or its Restricted Subsidiaries which is convertible or
            exchangeable for Capital Stock (other than Disqualified Stock) of
            the Company (less the amount of any cash, or the Fair Market Value
            of other property, distributed by the Company or any Restricted
            Subsidiary upon such conversion or exchange); plus

                  (iv) the amount equal to the net reduction in Investments in
            Unrestricted Subsidiaries subsequent to the Issue Date resulting
            from (x) payments of dividends, repayments of the principal of loans
            or advances or other transfers of assets to the Company or any
            Restricted Subsidiary from Unrestricted Subsidiaries or (y) the
            redesignation of

<PAGE>


                                                                              38

            Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each
            case as provided in the definition of "Investment") not to exceed,
            in the case of any Unrestricted Subsidiary, the amount of
            Investments previously made by the Company or any Restricted
            Subsidiary in such Unrestricted Subsidiary, which amount was
            included in the calculation of the amount of Restricted Payments;
            and

                  (v) the aggregate Net Cash Proceeds and the Fair Market Value
            of property or assets received by the Company from the sale (other
            than to the Company or an Affiliate of the Company (including any
            Restricted Subsidiary))of the Capital Stock of any Unrestricted
            Subsidiary.

      (b) The provisions of Section 4.04(a) shall not prohibit:

      (1) any purchase, repurchase, redemption, retirement or other acquisition
for value of Capital Stock or Subordinated Obligations of the Company or a
Subsidiary Guarantor made by exchange for, or out of the proceeds of the
substantially concurrent sale or incurrence of, Capital Stock of the Company
(other than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of the Company or an employee stock ownership plan or other trust
established by the Company or any of its Subsidiaries); provided, however, that:

            (A) such purchase, repurchase, redemption, retirement or other
      acquisition for value shall be excluded in the calculation of the amount
      of Restricted Payments; and

            (B) the Net Cash Proceeds from such sale applied in the manner set
      forth in this clause (1) shall be excluded from the calculation of amounts
      under Section 4.04(a)(4)(C)(ii);

      (2) any prepayment, repayment, purchase, repurchase, redemption,
retirement, defeasance or other acquisition for value of Subordinated
Obligations of the Company or a Subsidiary Guarantor made by exchange for, or
out of the proceeds of the substantially concurrent sale or incurrence of,
Indebtedness of such Person that is permitted to be Incurred pursuant to Section
4.03(b); provided, however, that such prepayment, repayment, purchase,
repurchase, redemption, retirement, defeasance or other acquisition for value
shall be excluded in the calculation of the amount of Restricted Payments;

      (3) any prepayment, repayment, purchase, repurchase, redemption,
retirement, defeasance or other acquisition for value of Subordinated
Obligations from Net Available Cash to the extent permitted by Section 4.05;
provided, however, that such prepayment, repayment, purchase, repurchase,
redemption, retirement, defeasance or other acquisition for value shall be
excluded in the calculation of the amount of Restricted Payments;


<PAGE>
                                                                              39

                  (4) dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividends would
         have complied with this Section 4.04; provided, however, that such
         dividends shall be included in the calculation of the amount of
         Restricted Payments, except to the extent otherwise provided in Section
         4.04(b)(5);

                  (5) dividends on the Company's common stock at a rate not to
         exceed $1.25 per share per annum (such amount to be appropriately
         adjusted to reflect any stock split, reverse stock split, stock
         dividend or similar transaction occurring after the Issue Date so that
         the aggregate amount of dividends permitted after such transaction is
         the same as the amount permitted immediately prior to such
         transaction); provided that at the time of declaration thereof, the
         Company could Incur at least $1.00 of additional Indebtedness under
         Section 4.03(a); and provided, further, that (A) such dividends on
         shares of the Company's common stock (as adjusted as described above)
         outstanding on the Issue Date or issued upon conversion of or in
         exchange for shares of the Company's 5 1/2% Convertible Perpetual
         Preferred Stock outstanding on the Issue Date will be excluded in the
         calculation of the amount of Restricted Payments; and (B) such
         dividends on shares of the Company's common stock (as adjusted as
         described above) issued after the Issue Date shall be included in the
         calculation of the amount of Restricted Payments;

                  (6) any purchase, repurchase, redemption, retirement or other
         acquisition for value of shares of, or options to purchase shares of,
         common stock of the Company or any of its Subsidiaries from employees,
         former employees, directors or former directors of the Company or any
         of its Subsidiaries (or permitted transferees of such employees, former
         employees, directors or former directors), pursuant to the terms of
         agreements (including employment agreements) or plans (or amendments
         thereto) approved by the Board of Directors under which such
         individuals purchase or sell, or are granted the option to purchase or
         sell, shares of such common stock; provided, however, that the
         aggregate amount of such purchases, repurchases, redemptions,
         retirements and other acquisitions for value will not exceed $50.0
         million in any calendar year; provided further, however, that such
         purchases, repurchases, redemptions, retirements and other acquisitions
         for value shall be excluded in the calculation of the amount of
         Restricted Payments;

                  (7) the declaration and payments of dividends on shares of the
         Company's 5 1/2% Convertible Perpetual Preferred Stock outstanding on
         the Issue Date and on Disqualified Stock issued pursuant to Section
         4.03; provided, however, that such dividends shall be excluded in the
         calculation of the amount of Restricted Payments;

                  (8) repurchases of Capital Stock deemed to occur upon exercise
         of stock options if such Capital Stock represents a portion of the
         exercise price of such options; provided, however, that such Restricted
         Payments shall be excluded in the calculation of the amount of
         Restricted Payments;

<PAGE>
                                                                              40

                  (9) cash payments in lieu of the issuance of fractional shares
         in connection with the exercise of warrants, options or other
         securities convertible into or exchangeable for Capital Stock of the
         Company; provided, however, that any such cash payment shall not be for
         the purpose of evading the limitation of this Section 4.04 (as
         determined in good faith by the Board of Directors); provided further,
         however, that such payments shall be excluded in the calculation of the
         amount of Restricted Payments;

                  (10) in the event of a Change of Control, and if no Default
         shall have occurred and be continuing, the payment, purchase,
         redemption, defeasance or other acquisition or retirement of
         Subordinated Obligations of the Company or any Subsidiary Guarantor, in
         each case, at a purchase price not greater than 101% of the principal
         amount of such Subordinated Obligations, plus any accrued and unpaid
         interest thereon; provided, however, that prior to such payment,
         purchase, redemption, defeasance or other acquisition or retirement,
         the Company (or a third party to the extent permitted by this
         Indenture) has made a Change of Control Offer with respect to the
         Securities of each series as a result of such Change of Control and has
         repurchased all Securities of each series validly tendered and not
         withdrawn in connection with such Change of Control Offers; provided
         further, however, that such payments, purchases, redemptions,
         defeasances or other acquisitions or retirements shall be included in
         the calculation of the amount of Restricted Payments;

                  (11) any Restricted Payment made to fund the Transactions on
         the terms described in the Prospectus, including, without limitation,
         the payment of any amounts in respect of appraisal rights, and the fees
         and expenses related thereto; provided, however, that such Restricted
         Payments shall be excluded in the calculation of the amount of
         Restricted Payments; or

                  (12) other Restricted Payments in an aggregate amount taken
         together with all other Restricted Payments made pursuant to this
         clause (12) not to exceed $1,000 million; provided that at the time of
         any such Restricted Payment that, together with all other Restricted
         Payments made pursuant to this clause (12), would exceed $200.0
         million, the Company could Incur at least $1.00 of additional
         Indebtedness under Section 4.03(a); provided further that such
         Restricted Payment shall be excluded in the calculation of the amount
         of Restricted Payments.

                  SECTION 4.05. Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary
to make any Asset Disposition unless (1) the Company or such Restricted
Subsidiary receives consideration (including by way of relief from, or by any
other Person assuming sole responsibility for, any liabilities, contingent or
otherwise) at the time of such Asset Disposition at least equal to the Fair
Market Value, of the shares and assets subject to such Asset Disposition; (2)
except in the case of a Permitted Asset Swap or the sale for noncash
consideration of any of the capital stock of PT Indocopper Investment (provided
that, at the time of such sale, PT Indocopper Investment does not own any assets
other

<PAGE>
                                                                              41

than 9.36% of the Capital Stock of PT Freeport Indonesia) of up to 9.36% of the
Capital Stock of PT Freeport Indonesia, at least 75% of the consideration
thereof received by the Company or such Restricted Subsidiary is in the form of
cash; and (3) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by the Company (or such Restricted Subsidiary, as the
case may be) (A) first, to the extent the Company elects (or is required by the
terms of any Indebtedness), to prepay, repay, purchase, repurchase, redeem,
retire, defease or otherwise acquire for value amounts payable under or in
respect of the Credit Agreement, the Existing Freeport Notes or Indebtedness
(other than obligations in respect of Preferred Stock) of a Restricted
Subsidiary that is not a Subsidiary Guarantor (in each case other than
Indebtedness owed to the Company or an Affiliate of the Company and other than
obligations in respect of Disqualified Stock) within 180 days after the later of
the date of such Asset Disposition or the receipt of such Net Available Cash;
(B) second, to the extent of the balance of such Net Available Cash after
application in accordance with clause (A), to the extent the Company elects, to
reinvest in Additional Assets (including by means of an Investment in Additional
Assets by a Restricted Subsidiary with Net Available Cash received by the
Company or another Restricted Subsidiary) within 365 days from the later of such
Asset Disposition or the receipt of such Net Available Cash; (C) third, to the
extent of the balance of such Net Available Cash after application in accordance
with clauses (A) and (B), to make an Offer to purchase Securities of such series
pursuant to and subject to the conditions set forth in Section 4.05(b);
provided, however, that if the Company elects (or is required by the terms of
any other Senior Indebtedness), such Offer may be made ratably to purchase such
Securities and other Senior Indebtedness (including the Securities of the other
series) of the Company; and (D) fourth, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (A), (B) and (C),
for any general corporate purpose permitted by the terms of this Indenture;
provided, however, that in connection with any prepayment, repayment, purchase,
repurchase, redemption, retirement, defeasance or other acquisition for value of
Indebtedness pursuant to clause (A), (C) or (D) above, the Company or such
Restricted Subsidiary shall retire such Indebtedness and shall cause the related
loan commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid, purchased, repurchased, redeemed, retired,
defeased or otherwise acquired for value. Notwithstanding the foregoing
provisions of this Section 4.05, the Company and the Restricted Subsidiaries
shall not be required to apply any Net Available Cash in accordance with this
Section 4.05(a) except to the extent that the aggregate Net Available Cash from
all Asset Dispositions which is not applied in accordance with this Section
4.05(a) exceeds $300.0 million. Pending application of Net Available Cash
pursuant to this Section 4.05(a), such Net Available Cash shall be invested in
Temporary Cash Investments or applied to temporarily reduce revolving credit
indebtedness.

                  For the purposes of this Section 4.05(a), the following are
deemed to be cash: (i) the assumption of Indebtedness of the Company (other than
obligations in respect of Disqualified Stock of the Company) or any Restricted
Subsidiary (other than Obligations in respect of Disqualified Stock or Preferred
Stock of a Subsidiary Guarantor) and the release of the Company or such
Restricted Subsidiary from all liability on such Indebtedness in connection with
such Asset Disposition and


<PAGE>
                                                                              42

(ii) securities received by the Company or any Restricted Subsidiary from the
transferee that are promptly converted by the Company or such Restricted
Subsidiary into cash.

                  (b) In the event of an Asset Disposition that requires the
purchase of a series of Securities (and other Senior Indebtedness of the
Company) pursuant to Section 4.05(a)(3)(C), the Company shall (i) purchase
Securities of such series tendered pursuant to an offer by the Company for such
Securities (the "Offer") at a purchase price of 100% of their principal amount
plus accrued but unpaid interest to the date of purchase (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Section 4.05(c) and
(ii) to purchase other Senior Indebtedness of the Company (including Securities
of the other series) on the terms and to the extent contemplated thereby
(provided that in no event shall the Company offer to purchase such other Senior
Indebtedness of the Company at a purchase price in excess of 100% of its
principal amount (without premium), plus accrued and unpaid interest thereon. If
the aggregate purchase price of Securities tendered exceeds the Net Available
Cash allotted to their purchase, the Company shall select the Securities to be
purchased on a pro rata basis but in round denominations, which in the case of
the Securities will be denominations of $2,000 principal amount or integral
multiples of $1,000 in excess thereof. If the aggregate purchase price of
Securities of such series and other Senior Indebtedness (including Securities of
the other series) tendered pursuant to the Offer is less than the Net Available
Cash allotted to the purchase of the Securities (and other Senior Indebtedness),
the Company will apply the remaining Net Available Cash in accordance with
Section 4.05(a)(3)(D). The Company shall not be required to make an Offer to
purchase Securities of such series (and other Senior Indebtedness) pursuant to
this Section 4.05 if the Net Available Cash available therefor (after
application of the proceeds as provided in Section 4.05(a)(3)(A) and (B)) is
less than $150.0 million for any particular Asset Disposition (which lesser
amount shall be carried forward for purposes of determining whether such an
Offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition). Upon completion of such an Offer, Net Available Cash shall
be deemed to be reduced by the aggregate amount of such Offer.

                  (c) (1) Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer with respect to a series of
Securities, the Company shall deliver to the Trustee and send, by first-class
mail to each Holder of such series, a written notice stating that the Holder may
elect to have his Securities purchased by the Company either in whole or in part
(subject to prorating as described in Section 4.05(b) in the event the Offer is
oversubscribed) in integral multiples of $2,000 of principal amount and integral
multiples of $1,000 in excess thereof, at the applicable purchase price. The
notice shall specify a purchase date not less than 30 days nor more than 60 days
after the date of such notice (the "Purchase Date") and shall contain such
information concerning the business of the Company which the Company in good
faith believes will enable such Holders to make an informed decision (which at a
minimum will include (A) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements) of the Company, the most
recent subsequently filed Quarterly Report on Form 10-Q and any Current Report
on Form 8-K of the Company


<PAGE>
                                                                              43


filed subsequent to such Quarterly Report, other than Current Reports describing
Asset Dispositions otherwise described in the offering materials (or
corresponding successor reports), (B) a description of material developments in
the Company's business subsequent to the date of the latest of such Reports, and
(C) if material, appropriate pro forma financial information) and all
instructions and materials necessary to tender Securities pursuant to the Offer,
together with the information contained in clause (3).

                  (2) Not later than the date upon which written notice of an
         Offer is delivered to the Trustee as provided below, the Company shall
         deliver to the Trustee an Officers' Certificate as to (A) the amount of
         the Offer (the "Offer Amount"), including information as to any other
         Senior Indebtedness (including Securities of the other series) included
         in the Offer, (B) the allocation of the Net Available Cash from the
         Asset Dispositions pursuant to which such Offer is being made and (C)
         the compliance of such allocation with the provisions of Section
         4.05(a) and (b). On such date, the Company shall also irrevocably
         deposit with the Trustee or with a Paying Agent (or, if the Company is
         acting as its own Paying Agent, segregate and hold in trust) in
         Temporary Cash Investments, maturing on the last day prior to the
         Purchase Date or on the Purchase Date if funds are immediately
         available by open of business, an amount equal to the Offer Amount to
         be held for payment in accordance with the provisions of this Section.
         If the Offer includes other Senior Indebtedness, the deposit described
         in the preceding sentence may be made with any other paying agent
         pursuant to arrangements satisfactory to the Trustee. Upon the
         expiration of the period for which the Offer remains open (the "Offer
         Period"), the Company shall deliver to the Trustee for cancellation the
         Securities or portions thereof which have been properly tendered to and
         are to be accepted by the Company. The Trustee shall, on the Purchase
         Date, mail or deliver payment (or cause the delivery of payment) to
         each tendering Holder in the amount of the purchase price. In the event
         that the aggregate purchase price of the Securities delivered by the
         Company to the Trustee is less than the Offer Amount applicable to the
         Securities, the Trustee shall deliver the excess to the Company
         immediately after the expiration of the Offer Period for application in
         accordance with this Section 4.05.

                  (3) Holders electing to have a Security purchased shall be
         required to surrender the Security, with an appropriate form duly
         completed, to the Company at the address specified in the notice at
         least three Business Days prior to the Purchase Date. Holders shall be
         entitled to withdraw their election if the Trustee or the Company
         receives not later than one Business Day prior to the Purchase Date, a
         telex, facsimile transmission or letter setting forth the name of the
         Holder, the principal amount of the Security which was delivered for
         purchase by the Holder and a statement that such Holder is withdrawing
         his election to have such Security purchased. Holders whose Securities
         of a series are purchased only in part shall be issued new Securities
         of such series equal in principal amount to the unpurchased portion of
         the Securities surrendered.

                  (4) At the time the Company delivers Securities to the Trustee
         which are to be accepted for purchase, the Company shall also deliver
         an Officers'

<PAGE>
                                                                              44


         Certificate stating that such Securities are to be accepted by the
         Company pursuant to and in accordance with the terms of this Section. A
         Security shall be deemed to have been accepted for purchase at the time
         the Trustee, directly or through an agent, mails or delivers payment
         therefor to the surrendering Holder.

                  (d) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section 4.05. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.05, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.05 by virtue of its
compliance with such securities laws or regulations.


                  SECTION 4.06. Change of Control. (a) Upon the occurrence of a
Change of Control, each Holder shall have the right to require that the Company
purchase all or any part of such Holder's Securities at a purchase price in cash
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase (subject to the right of holders of record on
the relevant record date to receive interest on the relevant interest payment
date), in accordance with the terms contemplated in Section 4.09(b); provided,
however, that notwithstanding the occurrence of a Change of Control, the Company
shall not be obligated to purchase the Securities of a series pursuant to this
Section 4.06 in the event that it has exercised its right to redeem all the
Securities of such series under paragraph 5 of such Securities. In the event
that at the time of such Change of Control the terms of the Bank Indebtedness
restrict or prohibit the repurchase of Securities pursuant to this Section 4.06,
then prior to the mailing of the notice to Holders provided for in Section
4.06(b) but in any event within 30 days following any Change of Control, the
Company shall (1) repay in full all Bank Indebtedness or, if doing so will allow
the purchase of Securities, offer to repay in full all Bank Indebtedness and
repay the Bank Indebtedness of each lender who has accepted such offer; or (2)
obtain the requisite consent under the agreements governing the Bank
Indebtedness to permit the repurchase of the Securities as provided for in
Section 4.06(b).

                  (b) Within 30 days following any Change of Control (except as
provided in the proviso to the first sentence of Section 4.06(a)), the Company
shall mail a notice to each Holder with a copy to the Trustee (the "Change of
Control Offer") stating:

                  (1) that a Change of Control has occurred and that such Holder
         has the right to require the Company to purchase all or a portion of
         such Holder's Securities at a purchase price in cash equal to 101% of
         the principal amount thereof on the date of purchase, plus accrued and
         unpaid interest, if any, to the date of purchase (subject to the right
         of Holders of record on the relevant record date to receive interest on
         the relevant interest payment date);

                  (2) the circumstances and relevant facts regarding such Change
         of Control;

<PAGE>
                                                                              45


                  (3) the purchase date (which shall be no earlier than 30 days
         nor later than 60 days from the date such notice is mailed); and

                  (4) the instructions, as determined by the Company, consistent
         with this Section 4.06, that a Holder must follow in order to have its
         Securities purchased.

                  (c) Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders will be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased.

                  (d) On the purchase date, all Securities purchased by the
Company under this Section shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

                  (e) Notwithstanding the foregoing provisions of this Section,
the Company shall not be required to make a Change of Control Offer with respect
to a series of Securities following a Change of Control if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.06 applicable to a
Change of Control Offer made by the Company and purchases all Securities of such
series validly tendered and not withdrawn under such Change of Control Offer.

                  (f) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section 4.06. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.06, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.06 by virtue of its
compliance with such securities laws or regulations.

                  SECTION 4.07. Limitation on Liens. (a) The Company shall not,
and shall not permit any Restricted Subsidiary to, (a) Incur any Indebtedness if
such Indebtedness is secured by a Lien upon, or (b) directly or indirectly
secure any outstanding Indebtedness by a Lien upon, any Principal Property now
owned or hereafter acquired, without effectively providing that the Securities
shall be secured equally and ratably with such Indebtedness (or prior to, if
such Indebtedness is a Subordinated Obligation), except that the foregoing
restrictions shall not apply to (i) Liens securing Indebtedness Incurred to
finance the construction, exploration, purchase or lease of, or repairs,
improvements or additions to, any Principal Property of such Person; provided,
however, that the Lien may not extend to any other Principal Property owned by
such


<PAGE>
                                                                              46


Person or any of its Subsidiaries at the time the Lien is Incurred, and the
Indebtedness (other than any interest thereon) secured by the Lien may not be
Incurred more than 180 days after the later of the acquisition, completion of
construction, exploration, repair, improvement, addition or commencement of full
operation of the property subject to the Lien; (ii) Liens on any Principal
Property at the time such Person or any of its Subsidiaries acquires the
Principal Property, including any acquisition by means of a merger or
consolidation with or into such Person or any Subsidiary of such Person;
provided, however, that such Liens are not created, Incurred or assumed in
connection with, or in contemplation of, such acquisition; provided further that
such Liens do not extend to any other Principal Property owned by such Person or
any of its Subsidiaries; (iii) Liens to secure Indebtedness of a Restricted
Subsidiary to the Company or another Restricted Subsidiary; (iv) Liens existing
on the Issue Date; (v) Liens on Principal Property of another Person at the time
such other Person becomes a Subsidiary of such Person; provided, however, that
such Liens are not created, Incurred or assumed in connection with, or in
contemplation of, such other Person becoming such a Subsidiary; provided,
further that such Liens do not extend to any other Principal Property owned by
such Person or any of its Subsidiaries; (vi) Liens to secure Indebtedness
permitted or, in the event that a Suspension Period is in effect, that would
have been permitted if no such Suspension Period were in effect, under Section
4.03(b)(1), (6), (7) or (11), (vii) any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of any
Lien referred to in the foregoing clauses (i) to (iv), inclusive; (viii) Liens
arising from or in connection with the conveyance of any production payment or
similar obligation or instrument with respect to any mineral or natural resource
; (ix) Liens in favor of governmental bodies to secure advance or progress
payments pursuant to any contract or statute and (x) Liens securing obligation
under Hedging Agreements permitted under this Indenture.

                  (b) Notwithstanding the foregoing, the Company and any
Restricted Subsidiary may, without securing the Securities, Incur Indebtedness
secured by a Lien in an aggregate amount which, together with all other such
Indebtedness of the Company and its Restricted Subsidiaries Incurred pursuant to
this Section 4.07(b) and all outstanding Attributable Debt in respect of
Sale/Leaseback Transactions, at such time, does not exceed 3.5% of Total Assets.

                  SECTION 4.08. Limitation on Sale/Leaseback Transactions. The
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
any Sale/Leaseback Transaction with respect to any property unless (a) the
Company or such Restricted Subsidiary would be entitled to Incur Indebtedness
secured by a Lien on the property to be leased without equally and ratably
securing the Securities pursuant to Section 4.07, or (b) the Company applies an
amount equal to the Fair Market Value of the property sold to the retirement of
long-term Indebtedness of the Company.

                  SECTION 4.09. Future Guarantors. The Company will cause each
Restricted Subsidiary that enters into a Guarantee of any of the Company's
future Indebtedness, other than Indebtedness Incurred and outstanding pursuant
to Section 4.03(b), to become a Subsidiary Guarantor, and, if applicable,
execute and deliver to the Trustee a supplemental indenture pursuant to which
such Subsidiary will


<PAGE>
                                                                              47


Guarantee payment of the Securities. Each Subsidiary Guarantee will be limited
to an amount not to exceed the maximum amount that can be Guaranteed by that
Subsidiary Guarantor without rendering the Subsidiary Guarantee, as it relates
to such Subsidiary Guarantor voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

                  SECTION 4.10. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any Default
that occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

                  SECTION 4.11. Further Instruments and Acts. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                  SECTION 4.12. Covenant Suspension. Following the first day
(the "Suspension Date") that (a) the Securities of a series have an Investment
Grade Rating from either or both Rating Agencies and (b) no Default or Event of
Default with respect to such series of Securities has occurred and is continuing
under this Indenture, the Company and the Restricted Subsidiaries shall not be
subject to Sections 4.03, 4.04, 4.05 and 4.09 (collectively, the "Suspended
Covenants"). In addition, any Subsidiary Guarantees of the Subsidiary Guarantors
in respect of such series of Securities will also be suspended as of the
Suspension Date. In the event that the Company and the Restricted Subsidiaries
are not subject to the Suspended Covenants with respect to a series of
Securities for any period of time as a result of the preceding sentence and, on
any subsequent date (the "Reversion Date"), (i) a Default or Event of Default
with respect to such series of Securities (other than as a result of any breach
of the Suspended Covenants) occurs and is continuing or (ii) both of the Rating
Agencies withdraw their ratings or downgrade the ratings assigned to the
Securities of such series to below the required Investment Grade Ratings, then
the Company and the Restricted Subsidiaries shall thereafter again be subject to
the Suspended Covenants with respect to future events with respect to such
series of Securities and any Subsidiary Guarantees will be reinstated. The
period of time between the Suspension Date and the Reversion Date is referred to
in this Indenture as the "Suspension Period." Notwithstanding that the Suspended
Covenants may be reinstated, no Default will be deemed to have occurred as a
result of a failure to comply with the Suspended Covenants during the Suspension
Period. During any Suspension Period, the Company may not designate any
Subsidiary as an Unrestricted Subsidiary unless the Company would have been
permitted to designate such Subsidiary as an Unrestricted Subsidiary if a
Suspension Period had not been in effect for any period.

<PAGE>
                                                                              48


                  On the Reversion Date, all Indebtedness Incurred during the
Suspension Period will be classified to have been Incurred pursuant to Section
4.03(a) or Section 4.03(b) (to the extent such Indebtedness would be permitted
to be Incurred thereunder as of the Reversion Date and after giving effect to
Indebtedness Incurred prior to the Suspension Period and outstanding on the
Reversion Date). To the extent such Indebtedness would not be so permitted to be
Incurred pursuant to Section 4.03(a) or (b), such Indebtedness will be deemed to
have been outstanding on the Issue Date, so that it is classified as permitted
under Section 4.03(b)(3). Calculations made after the Reversion Date of the
amount available to be made as Restricted Payments under Section 4.04 will be
made as though Section 4.04 had been in effect since the Issue Date and
throughout the Suspension Period. Accordingly, Restricted Payments made during
the Suspension Period will reduce the amount available to be made as Restricted
Payments under Section 4.04(a) and the items specified in subclauses (4)(C)(i)
through (4)(C)(iv) of Section 4.04(a) will increase the amount available to be
made under Section 4.04(a). For purposes of determining compliance with Section
4.05(a), the amount of Net Available Cash from all Asset Dispositions not
applied in accordance with Section 4.05 will be deemed to be reset to zero.

                                    Article 5

                                Successor Company

                  SECTION 5.01. When Company May Merge or Transfer Assets. (a)
The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all its assets to, any Person, unless:

                  (1) the resulting, surviving or transferee Person (the
         "Successor Company") shall be a corporation organized and existing
         under the laws of the United States of America, any State thereof or
         the District of Columbia and the Successor Company (if not the Company)
         shall expressly assume, by an indenture supplemental thereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, all
         the obligations of the Company under the Securities and this Indenture;

                  (2) immediately after giving effect to such transaction (and
         treating any Indebtedness which becomes an obligation of the Successor
         Company or any Restricted Subsidiary as a result of such transaction as
         having been Incurred by the Successor Company or such Restricted
         Subsidiary at the time of such transaction), no Default shall have
         occurred and be continuing;

                  (3) immediately after giving effect to such transaction, the
         Successor Company would be able to Incur an additional $1.00 of
         Indebtedness pursuant to Section 4.03(a); and

                  (4) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation,


<PAGE>
                                                                              49


         merger or transfer and such supplemental indenture (if any) comply with
         this Indenture.

                  For purposes of this Section 5.01, the sale, lease,
conveyance, assignment, transfer or other disposition of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company,
which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company on a consolidated basis, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.

                  The Successor Company shall be the successor to the Company
and shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture, but the predecessor Company in the
case of a conveyance, transfer or lease of all or substantially all of its
assets, shall not be released from the obligation to pay the principal of and
interest on the Securities.

                  (b) The Company shall not permit any Subsidiary Guarantor to
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all of its assets
to, any Person unless:

                  (1) except in the case of a Subsidiary Guarantor (x) that has
         been disposed of in its entirety to another Person (other than to the
         Company or an Affiliate of the Company), whether through a merger,
         consolidation or sale of Capital Stock or assets or (y) that, as a
         result of the disposition of all or a portion of its Capital Stock,
         ceases to be a Subsidiary, in both cases, if in connection therewith
         the Company provides an Officers' Certificate to the Trustee to the
         effect that the Company will comply with its obligations under Section
         4.05 in respect of such disposition, the resulting, surviving or
         transferee Person (if not such Subsidiary) shall be a Person organized
         and existing under the laws of the jurisdiction under which such
         Subsidiary was organized or under the laws of the United States of
         America, any State thereof or the District of Columbia, and such Person
         shall expressly assume, by a Guarantee Agreement, in a form
         satisfactory to the Trustee, all the obligations of such Subsidiary, if
         any, under its Subsidiary Guarantee;

                  (2) immediately after giving effect to such transaction or
         transactions (and treating any Indebtedness which becomes an obligation
         of the resulting, surviving or transferee Person as a result of such
         transaction as having been issued by such Person at the time of such
         transaction), no Default shall have occurred and be continuing; and

                  (3) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such Guarantee Agreement, if any,
         complies with this Indenture.

                  (c) Notwithstanding the foregoing:
<PAGE>
                                                                              50


                           (A) any Restricted Subsidiary may consolidate with,
                  merge into or transfer all or part of its properties and
                  assets to the Company; and

                           (B) the Company may merge with an Affiliate
                  incorporated solely for the purpose of reincorporating the
                  Company in another jurisdiction to realize tax or other
                  benefits.

                                    Article 6

                              Defaults and Remedies

                  SECTION 6.01. Events of Default. An "Event of Default" occurs
with respect to a series of Securities if:

                  (1) the Company defaults in any payment of interest on any
         Security of that series when the same becomes due and payable and such
         default continues for a period of 30 days;

                  (2) the Company defaults in the payment of the principal of
         any Security of that series when the same becomes due and payable at
         its Stated Maturity, upon required redemption or repurchase, upon
         declaration or otherwise;

                  (3) the Company or any Restricted Subsidiary fails to comply
         with its obligations under Section 5.01;

                  (4) the Company or any Restricted Subsidiary fails to comply
         with any of its obligations under Section 4.02, 4.03, 4.04, 4.05, 4.06,
         4.07, 4.08 or 4.09 (other than a failure to purchase Securities when
         required under Section 4.05 or 4.06) and such failure continues for 30
         days after the notice specified below;

                  (5) the Company or any Restricted Subsidiary fails to comply
         with any of its agreements contained in the Securities or this
         Indenture (other than those referred to in clause (1), (2), (3) or (4)
         above) and such failure continues for 60 days after the notice
         specified below;

                  (6) the Company or any Restricted Subsidiary fails to pay any
         Indebtedness or any interest thereon within any applicable grace period
         after final maturity or any such Indebtedness is accelerated by the
         holders thereof because of a default and the total amount of such
         Indebtedness unpaid or accelerated exceeds $250.0 million, or its
         foreign currency equivalent at the time;

                  (7) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case;

<PAGE>
                                                                              51


                           (C) consents to the appointment of a Custodian of it
                  or for any substantial part of its property; or

                           (D) makes a general assignment for the benefit of its
                  creditors;

         or takes any comparable action under any foreign laws relating to
         insolvency;

                  (8) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company or any
                  Significant Subsidiary in an involuntary case;

                           (B) appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of its
                  property; or

                           (C) orders the winding up or liquidation of the
                  Company or any Significant Subsidiary;

         or any similar relief is granted under any foreign laws and the order
         or decree remains unstayed and in effect for 60 days;

                  (9) any judgment or decree for the payment of money in excess
         of $250.0 million or its foreign currency equivalent (net of any
         amounts which are covered by enforceable insurance policies issued by
         solvent carriers) at the time is entered against the Company or any
         Subsidiary and either (i) an enforcement proceeding has been commenced
         by any creditor upon such judgment or decree or (ii) there is a period
         of 60 days following the entry of such judgment or decree during which
         such judgment or decree is not discharged, waived or the execution
         thereof stayed; or

                  (10) any Subsidiary Guarantee with respect to such series of
         Securities ceases to be in full force and effect (other than in
         accordance with the terms of such Subsidiary Guarantee) or any
         Subsidiary Guarantor denies or disaffirms its obligations under its
         Subsidiary Guarantee with respect to such series of Securities.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

<PAGE>
                                                                              52


                  A Default under clauses (4) or (5) is not an Event of Default
with respect to a series of Securities until the Trustee notifies the Company or
the holders of at least 25% in principal amount of the outstanding Securities of
such series notify the Company and the Trustee of the Default and the Company or
the Restricted Subsidiary, as applicable, does not cure such Default within the
time specified in clauses (4) or (5) after receipt of such notice.

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (6) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5) or (9), its status and what action the Company is taking or
proposes to take with respect thereto.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) with respect to a series of Securities occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the Securities of such series by notice to the Company and the
Trustee, may declare the principal of and accrued but unpaid interest on all the
Securities of such series to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company occurs,
the principal of and interest on all the Securities shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holders of Securities. The Holders of a majority in
principal amount of the Securities of that series by notice to the Trustee may
rescind an acceleration with respect to the Securities of such series and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest with respect to the Securities of such
series that has become due solely because of acceleration. No such rescission
shall affect any subsequent Default with respect to such series of Securities or
impair any right consequent thereto.

                  SECTION 6.03. Other Remedies. If an Event of Default with
respect to a series of Securities occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of or interest
on the Securities of such series or to enforce the performance of any provision
of the Securities of such series or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities of a series by notice to the
Trustee may waive an


<PAGE>
                                                                              53


existing Default with respect to such series, and its consequences except (a) a
Default in the payment of the principal of or interest on a Security of such
series, (b) a Default arising from the failure to redeem or purchase any
Security of such series when required pursuant to the terms of this Indenture or
(c) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Holder affected. When a Default is waived,
it is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in principal amount of the Securities of a series may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee with respect to
such series. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Section 7.01, that the
Trustee determines is prejudicial to the rights of other Holders of Securities
of such series or may involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

                  SECTION 6.06. Limitation on Suits. Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Holder of a Security of a series may pursue any remedy with respect to this
Indenture or the Securities of such series unless:

                  (1) such Holder has previously given to the Trustee notice
         that an Event of Default is continuing;

                  (2) the Holders of at least 25% in principal amount of the
         Securities of such series have made a written request to the Trustee to
         pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense;

                  (4) the Trustee does not comply with such request within 60
         days after receipt of such request and the offer of security or
         indemnity; and

                  (5) the Holders of a majority in principal amount of the
         Securities of such series have not given the Trustee a direction
         inconsistent with such request within such 60-day period.

A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of


<PAGE>
                                                                              54


any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

                  Priorities. If the Trustee collects any money or property with
         respect to a series of Securities pursuant to this Article 6, it shall
         pay out the money or property in the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07 with
         respect to such series;

                  SECOND: to Holders of Securities of such series for amounts
         due and unpaid on such Securities for principal and interest, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on such Securities for principal and interest,
         respectively; and

                  THIRD: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.09. At least 15 days
before such record date, the Company shall mail to each Securityholder and the
Trustee a notice that states the record date, the payment date and amount to be
paid.

                  SECTION 6.10. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.10 does not apply
to


<PAGE>
                                                                              55


a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in aggregate principal amount of the Securities of a
series.

                  SECTION 6.11. Waiver of Stay or Extension Laws. The Company
(to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                    Article 7

                                     Trustee

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

                  (b) Except during the continuance of an Event of Default:

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

<PAGE>
                                                                              56


                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

                  (g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

                  (h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

                  SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated
in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute wilful misconduct or negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may


<PAGE>
                                                                              57


otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

                  SECTION 7.05. Notice of Defaults. If a Default occurs with
respect to any Securities of any series and is continuing and is known to the
Trustee, the Trustee shall mail to each Securityholder of such series a notice
of the Default within 90 days after it occurs or 30 days after it is known to a
Trust Officer or written notice of it is received by the Trustee. Except in the
case of a Default in the payment of principal of, premium (if any) or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Holders of such series.

                  SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with the May 15, 2008, and in any event
prior to August 15 in each year, including prior to August 15, 2007, the Trustee
shall mail to each Securityholder a brief report dated as of May 15 (except for
such first report, which shall be dated April 1, 2007) that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Securityholders of a series shall be filed with the SEC and each stock exchange
(if any) on which the Securities of such series are listed. The Company agrees
to notify promptly the Trustee whenever the Securities of either series become
listed on any stock exchange and of any delisting thereof.

                  SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the

<PAGE>
                                                                              58


Company of its obligations hereunder. The Company shall defend the claim and the
Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own wilful misconduct, negligence or bad faith.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held in
trust to pay principal of and interest on particular Securities.

                  The Company's payment obligations pursuant to this Section
shall survive the discharge of this Indenture. When the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.01(7) or (8) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time with respect to the Securities of one or more series by so notifying
the Company. The Holders of a majority in principal amount of the Securities of
a series may remove the Trustee with respect to the Securities of such series by
so notifying the Trustee and may appoint a successor Trustee with respect to
such series. The Company shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed by the Company, or is
removed by the Holders of a majority in principal amount of the Securities of
one or more series and such Holders do not reasonably promptly appoint a
successor Trustee with respect to each such series, or if a vacancy exists in
the office of Trustee for any reason with respect to one or more series (the
Trustee in such event being referred to herein as the retiring Trustee), the
Company shall promptly appoint a successor Trustee with respect to each such
series.

                  A successor Trustee with respect to the Securities of any
series shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring
Trustee with respect to such series shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture with respect to such series. The successor Trustee shall mail a notice
of its succession to Securityholders of the applicable series of Securities. The
retiring Trustee shall promptly transfer all property held by it as


<PAGE>
                                                                              59


Trustee with respect to the applicable series of Securities to the successor
Trustee of such series, subject to the lien provided for in Section 7.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities of the applicable series
may petition any court of competent jurisdiction for the appointment of a
successor Trustee for such series of Securities.

                  If the Trustee fails to comply with Section 7.10, any
Securityholder of a series may petition any court of competent jurisdiction for
the removal of the Trustee with respect to such series and the appointment of a
successor Trustee with respect to such series.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

                  SECTION 7.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

<PAGE>
                                                                              60


                                    Article 8

                       Discharge of Indenture; Defeasance

                  SECTION 8.01. Discharge of Liability on Securities;
Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding
Securities of a series (other than Securities replaced pursuant to Section 2.07)
for cancellation or (2) all outstanding Securities of that series have, or will
within 60 days, become due and payable, whether at maturity or on a redemption
date as a result of the mailing of a notice of redemption pursuant to Article 3
hereof and, in the case of clause (2), the Company irrevocably deposits with the
Trustee funds sufficient to pay at maturity or upon redemption all outstanding
Securities of such series, including interest thereon to maturity or such
redemption date (other than Securities replaced pursuant to Section 2.07), and
if in either case the Company pays all other sums payable hereunder by the
Company with respect to such series of Securities, then this Indenture shall,
subject to Section 8.01(c), cease to be of further effect with respect to such
series of Securities. The Trustee shall acknowledge satisfaction and discharge
of this Indenture with respect to such series of Securities on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (1) all its obligations under the Securities of any series
and this Indenture with respect to such series ("legal defeasance option") or
(2) its obligations with respect to a series of Securities under Sections 4.02,
4.03, 4.04, 4.05, 4.06, 4.07, 4.08 and 4.09 and the operation of Sections
6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections
6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary
Guarantors) and the limitations contained in Section 5.01(a)(3) ("covenant
defeasance option"). The Company may exercise its legal defeasance option with
respect to a series of Securities notwithstanding its prior exercise of its
covenant defeasance option with respect to such series.

                  If the Company exercises its legal defeasance option with
respect to a series of Securities, payment of the Securities of such series may
not be accelerated because of an Event of Default with respect to such series.
If the Company exercises its covenant defeasance option with respect to a series
of Securities, payment of the Securities of such series may not be accelerated
because of an Event of Default with respect to such series specified in Sections
6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections
6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary
Guarantors) or because of the failure of the Company to comply with Section
5.01(a)(3). If the Company exercises its legal defeasance option or its covenant
defeasance option with respect to a series of Securities, each Subsidiary
Guarantor, if any, shall be released from all its obligations with respect to
its Subsidiary Guarantee of such series.

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

<PAGE>
                                                                              61


                  (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in
this Article 8 with respect to a series of Securities shall survive until the
Securities of such series have been paid in full. Thereafter, the Company's
obligations in Sections 7.07, 8.04 and 8.05 with respect to such series shall
survive.

                  SECTION 8.02. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option with
respect to a series of Securities only if:

                  (1) the Company irrevocably deposits in trust with the Trustee
         money in an amount sufficient or U.S. Government Obligations, the
         principal of and interest on which will be sufficient, or a combination
         thereof sufficient, to pay the principal of, premium (if any) and
         interest on, the Securities of such series to maturity or redemption,
         as the case may be;

                  (2) the Company delivers to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the payments of principal and interest when due and
         without reinvestment on the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and interest
         when due on all the Securities of such series to maturity or
         redemption, as the case may be;

                  (3) 123 days pass after the deposit is made and during the
         123-day period no Default specified in Sections 6.01(7) or (8) with
         respect to the Company occurs which is continuing at the end of the
         period;

                  (4) the deposit does not constitute a default under any other
         agreement binding on the
         Company;

                  (5) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940;

                  (6) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (B) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Holders of Securities of such series
         will not recognize income, gain or loss for Federal income tax purposes
         as a result of such defeasance and will be subject to Federal income
         tax on the same amounts, in the same manner and at the same times as
         would have been the case if such defeasance had not occurred;

                  (7) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders


<PAGE>
                                                                              62


         of Securities of such series will not recognize income, gain or loss
         for Federal income tax purposes as a result of such covenant defeasance
         and will be subject to Federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         covenant defeasance had not occurred; and

                  (8) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Securities of such
         series as contemplated by this Article 8 have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of such series of Securities at a
future date in accordance with Article 3.

                  SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities of the
series with respect to which the deposit was made.

                  SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest on the Securities that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money
must look to the Company for payment as general creditors.

                  SECTION 8.05. Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's and each Subsidiary
Guarantor's obligations under this Indenture with respect to the applicable
series of Securities, each Guarantee with respect to such Securities and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article 8 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article 8; provided, however, that, if the Company has made
any


<PAGE>
                                                                              63


payment of interest on or principal of any Securities of such series because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of Securities of such series to receive such payment from
the money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                    Article 9

                                   Amendments

                  SECTION 9.01. Without Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture with respect to a
series of Securities or the Securities of that series without notice to or
consent of any Securityholder of that series:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Article 5;

                  (3) to provide for uncertificated Securities in addition to or
         in place of certificated Securities of such series; provided, however,
         that the uncertificated Securities are issued in registered form for
         purposes of Section 163(f) of the Code or in a manner such that the
         uncertificated Securities are described in Section 163(f)(2)(B) of the
         Code;

                  (4) to add Guarantees with respect to the Securities of such
         series or to secure the Securities of such series;

                  (5) to add to the covenants of the Company or any Subsidiary
         Guarantor for the benefit of the Holders of the Securities of such
         series or to surrender any right or power herein conferred upon the
         Company or any Subsidiary Guarantor with respect to such series;

                  (6) to comply with any requirements of the SEC in connection
         with qualifying, or maintaining the qualification of, this Indenture
         under the TIA;

                  (7) to make any change that does not adversely affect the
         rights of any Securityholder;

                  (8) to provide for the issuance of Additional Securities; or

                  (9) to conform the text of this Indenture to any provision of
         the section entitled "Description of the notes" contained in the
         Prospectus.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

<PAGE>
                                                                              64


                  SECTION 9.02. With Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture with respect to a
series of Securities or the Securities of such series with the written consent
of the Holders of at least a majority in principal amount of the Securities of
that series then outstanding (including consents obtained in connection with a
tender offer or exchange for the Securities of that series) and any past default
or compliance with any provisions may also be waived with the consent of the
Holders of at least a majority in principal amount of the Securities of that
series then outstanding. However, without the consent of each Holder of an
outstanding Security of a series affected thereby, an amendment or waiver may
not:

                  (1) reduce the amount of such Securities of that series whose
         Holders must consent to an
         amendment;

                  (2) reduce the rate of or extend the time for payment of
         interest on any such Security of that series;

                  (3) reduce the principal of or extend the Stated Maturity of
         any such Security;

                  (4) reduce the premium payable upon the redemption of any such
         Security or change the time at which any such Security may be redeemed
         in accordance with Article 3;

                  (5) make any such Security payable in money other than that
         stated in such Security;

                  (6) make any changes in the ranking or priority of any
         Security of such series that would adversely affect the Holders of
         Securities of such series;

                  (7) make any change in Section 6.04 or 6.07 or the second
         sentence of this Section 9.02; or

                  (8) make any change in, or release other than in accordance
         with this Indenture, any Subsidiary Guarantee that would adversely
         affect the Holders of such series.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section 9.02 becomes effective
with respect to a series of Securities, the Company shall mail to Holders of
such series a notice briefly describing such amendment. The failure to give such
notice to all Holders of such series, or any defect therein, shall not impair or
affect the validity of an amendment under this Section 9.02.

                  SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.
<PAGE>
                                                                              65


                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective with respect to a series of Securities, it
shall bind every Securityholder of such series. An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security of any series shall issue and the Trustee shall
authenticate a new Security of such series that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment.

                  SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

                  SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
of a series of Securities for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture with respect to
such series of Securities or such Securities unless such consideration is
offered to all Holders of such series and is paid to


<PAGE>
                                                                              66


all Holders of such series that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.

                                   Article 10

                              Subsidiary Guaranties

                  SECTION 10.01. Guaranties. Each Subsidiary Guarantor of a
series of Securities hereby unconditionally and irrevocably guarantees, jointly
and severally, to each Holder of such series and to the Trustee and its
successors and assigns (a) the full and punctual payment of principal of and
interest on the Securities of such series when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under this Indenture with respect to such series and the Securities
of such series and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company under this Indenture with
respect to such series and the Securities of such series (all the foregoing,
with respect to a series of Securities, being hereinafter collectively called
the "Guaranteed Obligations"). Each Subsidiary Guarantor of a series of
Securities further agrees that the Guaranteed Obligations with respect to such
series may be extended or renewed, in whole or in part, without notice or
further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor
will remain bound under this Article 10 notwithstanding any extension or renewal
of any Obligation with respect to such series.

                  Each Subsidiary Guarantor of a series of Securities waives
presentation to, demand of, payment from and protest to the Company of any of
the Guaranteed Obligations with respect to such series and also waives notice of
protest for nonpayment. Each Subsidiary Guarantor of a series of Securities
waives notice of any default under the Securities of such series or the
Guaranteed Obligations of such series. The obligations of each Subsidiary
Guarantor hereunder of a series of Securities shall not be affected by (1) the
failure of any Holder or the Trustee to assert any claim or demand or to enforce
any right or remedy against the Company or any other Person (including any
Subsidiary Guarantor of such series) under this Indenture with respect to such
series, the Securities of such series or any other agreement or otherwise; (2)
any extension or renewal of any thereof; (3) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Indenture with respect
to such series, the Securities of such series or any other agreement; (4) the
release of any security held by any Holder of such series or the Trustee for the
Guaranteed Obligations of such series or any of them; (5) the failure of any
Holder of such series or the Trustee to exercise any right or remedy against any
other guarantor of the Guaranteed Obligations of such series; or (6) except as
set forth in Section 10.06, any change in the ownership of such Subsidiary
Guarantor.

                  Each Subsidiary Guarantor of a series of Securities further
agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment,
performance and compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any Holder of such series
or the Trustee for such series to any security held for payment of the
Guaranteed Obligations of such series.


<PAGE>
                                                                              67


                  Except as expressly set forth in Sections 8.01(b), 10.02 and
10.06, the obligations of each Subsidiary Guarantor of a series of Securities
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guaranteed Obligations of such
series or otherwise. Without limiting the generality of the foregoing, the
obligations of each Subsidiary Guarantor of a series of Securities herein shall
not be discharged or impaired or otherwise affected by the failure of any Holder
of such series or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture with respect to such series, the Securities of such
series or any other agreement, by any waiver or modification of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
such Subsidiary Guarantor or would otherwise operate as a discharge of such
Subsidiary Guarantor as a matter of law or equity.

                  Each Subsidiary Guarantor of a series of Securities further
agrees that its Subsidiary Guarantee with respect to such series herein 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 Obligation with
respect to such series is rescinded or must otherwise be restored by any Holder
of such series or the Trustee upon the bankruptcy or reorganization of the
Company or otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder of a series of Securities or the Trustee has at law
or in equity against any Subsidiary Guarantor of such series by virtue hereof,
upon the failure of the Company to pay the principal of or interest on any
Obligation with respect to such series when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Obligation with respect to such series, each Subsidiary
Guarantor of such series hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders of such series or the Trustee an amount equal to the sum of (A) the
unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on
such Guaranteed Obligations (but only to the extent not prohibited by law) and
(C) all other monetary Guaranteed Obligations of the Company to the Holders of
such series and the Trustee.

                  Each Subsidiary Guarantor of a series of Securities agrees
that, as between it, on the one hand, and the Holders of such series and the
Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations with
respect to such series hereby may be accelerated as provided in Article 6 for
the purposes of such Subsidiary Guarantor's Subsidiary Guarantee with respect to
such series herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations with
respect to such series guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article 6, such


<PAGE>
                                                                              68


Guaranteed Obligations (whether or not due and payable) shall forthwith become
due and payable by such Subsidiary Guarantor for the purposes of this Section
10.01.

                  Each Subsidiary Guarantor of a series of Securities also
agrees to pay any and all costs and expenses (including reasonable attorneys'
fees) incurred by the Trustee or any Holder in enforcing any rights under this
Section 10.01.

                  SECTION 10.02. Limitation on Liability. Any term or provision
of this Indenture to the contrary notwithstanding, the maximum aggregate amount
of the Guaranteed Obligations guaranteed hereunder by any Subsidiary Guarantor
with respect to a series of Securities shall not exceed the maximum amount that
can be hereby guaranteed without rendering this Indenture, as it relates to such
Subsidiary Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.

                  SECTION 10.03. Successors and Assigns. This Article 10 shall
be binding upon each Subsidiary Guarantor and its successors and assigns and
shall enure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Securities shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.

                  SECTION 10.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 10 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article 10
at law, in equity, by statute or otherwise.

                  SECTION 10.05. Modification. No modification, amendment or
waiver of any provision of this Article 10, nor the consent to any departure by
any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subsidiary Guarantor in any case
shall entitle such Subsidiary Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

                  SECTION 10.06. Release of Subsidiary Guarantor. A Subsidiary
Guarantor will be released from its obligations under this Article 10 (other
than any obligation that may have arisen under Section 10.07)

                  (1) upon the sale or other disposition (including by way of
         consolidation or merger) of a Subsidiary Guarantor, including the sale
         or disposition of Capital Stock of a Subsidiary Guarantor following
         which such Subsidiary Guarantor is no longer a Subsidiary,


<PAGE>
                                                                              69


                  (2) upon the sale or disposition of all or substantially all
         the assets of such Subsidiary Guarantor,

                  (3) upon the designation of such Subsidiary Guarantor as an
         Unrestricted Subsidiary in accordance with the terms of this Indenture,

                  (4) at such time as such Subsidiary Guarantor does Guarantee
         any Indebtedness of the Company outstanding that would have required
         such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant
         to Section 4.09 and the Company provides an Officers' Certificate to
         the Trustee certifying that no such Indebtedness is outstanding and
         that the Company elects to have such Subsidiary Guarantor released from
         this Article 10, or

                  (5) upon defeasance of the Securities pursuant to Article 8,
         or

                  (6) upon the full satisfaction of the Company's obligations
         under this Indenture;

         provided, however, that in the case of clauses (1) and (2) above, (i)
         such sale or other disposition is made to a Person other than the
         Company or an Affiliate of the Company, (ii) such sale or disposition
         is otherwise permitted by this Indenture and (iii) the Company provides
         an Officers' Certificate to the Trustee to the effect that the Company
         will comply with its obligations under Section 4.05.

At the request of the Company, the Trustee shall execute and deliver an
appropriate instrument evidencing such release.

                  SECTION 10.07. Contribution. Each Subsidiary Guarantor that
makes a payment under its Subsidiary Guarantee with respect to a series of
Securities shall be entitled upon payment in full of all Guaranteed Obligations
under this Indenture with respect to such series to a contribution from each
other Subsidiary Guarantor of such series in an amount equal to such other
Subsidiary Guarantor's pro rata portion of such payment based on the respective
net assets of all the Subsidiary Guarantors of such series at the time of such
payment determined in accordance with GAAP.

                                   Article 11

                                  Miscellaneous

                  SECTION 11.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 11.02. Notices. Any notice or communication shall be
in writing and delivered in person or mailed by first-class mail addressed as
follows:

                  if to the Company or any Subsidiary Guarantor:
<PAGE>
                                                                              70



                  Freeport-McMoRan Copper & Gold Inc.
                  1615 Poydras Street
                  New Orleans, LA 70112

                  Attention of:
                  Treasurer

                  if to the Trustee:

                  The Bank of New York
                  [Address]



                  The Company, any Subsidiary Guarantor or the Trustee by notice
to the other may designate additional or different addresses for subsequent
notices or communications.

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 11.03. Communication by Holders with Other Holders.
Securityholders of a series may communicate pursuant to TIA Section 312(b) with
other Securityholders of such series with respect to their rights under this
Indenture with respect to such series or the Securities of such series. The
Company, any Subsidiary Guarantor, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

                  SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.





<PAGE>
                                                                              71

      SECTION 11.05.Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

            (1) a statement that the individual making such certificate or
      opinion has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such individual, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and

            (4) a statement as to whether or not, in the opinion of such
      individual, such covenant or condition has been complied with.

      SECTION 11.06.When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities of a series have
concurred in any direction, waiver or consent, Securities of such series owned
by the Company or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company shall be
disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

      SECTION 11.07.Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of Securityholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

      SECTION 11.08.Legal Holidays. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.

      SECTION 11.09.Governing Law. This Indenture and the Securities shall be
governed by, and construed in accordance with, the laws of the State of New
York.

      SECTION 11.10.No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Subsidiary Guarantor shall not have
any liability for any obligations of the Company under the Securities or this
Indenture or of such Subsidiary Guarantor under its Subsidiary Guarantee or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such


<PAGE>
                                                                              72

liability. The waiver and release shall be part of the consideration for the
issue of the Securities.

      SECTION 11.11.Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors.

      SECTION 11.12.Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

      SECTION 11.13.Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.


<PAGE>
                                                                              73

      IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.


                                       FREEPORT-MCMORAN COPPER & GOLD INC.


                                       by
                                          --------------------------------------
                                          Name:
                                          Title:


                                       THE BANK OF NEW YORK

                                       by
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>
                                                                        APPENDIX


                        PROVISIONS RELATING TO SECURITIES

      1. Definitions

      1.1 Definitions

      For the purposes of this Appendix the following terms shall have the
meanings indicated below:

      "Depository" means The Depository Trust Company, its nominees and their
respective successors.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.

      1.2 Other Definitions.

<Table>
<Caption>
                                                                      DEFINED IN
 TERM                                                                  SECTION:
 ----                                                                  --------
<S>                                                                     <C>
"2015 Global Security"............................................      2.1(a)
"2017 Global Security"............................................      2.1(a)
"Agent Members"...................................................      2.1(b)
"Global Security".................................................      2.1(a)
</Table>

      2. The Securities.

      2.1 (a) Form and Dating. The 2015 Securities and the 2017 Securities shall
be issued initially in the form of one or more permanent global Securities in
definitive, fully registered form (the "2015 Global Security" and the "2017
Global Security," respectively, and each, a "Global Security") with the global
securities legend set forth in Exhibit 1 and Exhibit 2 hereto, which shall be
deposited on behalf of the purchasers of the Securities represented thereby with
the Securities Custodian and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by the
Trustee as provided in this Indenture. The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depository or its nominee as
hereinafter provided.

            (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that

<PAGE>
                                                                               2

(a) shall be registered in the name of the Depository for such Global Security
or Global Securities or the nominee of such Depository and (b) shall be
delivered by the Trustee to such Depository or pursuant to such Depository's
instructions or held by the Trustee as custodian for the Depository.

            Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depository or by the Trustee as the custodian of the
Depository or under such Global Security, and the Company, the Trustee and any
agent of the Company or the Trustee shall be entitled to treat the Depository as
the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices of such Depository governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

            (c) Certificated Securities. Except as provided in this Section 2.1
or Section 2.3 or 2.4, owners of beneficial interests in Global Securities shall
not be entitled to receive physical delivery of certificated Securities.

      2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the
Issue Date, an aggregate principal amount of $[ ] [ ]% Senior Notes Due 2015 and
$[ ] [ ]% Senior Notes Due 2017 and (2) any Additional Securities for an
original issue in an aggregate principal amount specified in the written order
of the Company pursuant to Section 2.02 of the Indenture. In the case of any
issuance of Additional Securities pursuant to Section 2.13 of the Indenture, a
written order of the Company signed by two Officers or by an Officer and either
an Assistant Treasurer or an Assistant Secretary of the Company shall certify
that such issuance is in compliance with Section 4.03 of the Indenture.

      2.3 Transfer and Exchange.

            (a) Transfer and Exchange of Global Securities.

                  (i) The transfer and exchange of Global Securities or
            beneficial interests therein shall be effected through the
            Depository, in accordance with this Indenture (including applicable
            restrictions on transfer set forth herein, if any) and the
            procedures of the Depository therefor. A transferor of a beneficial
            interest in a Global Security shall deliver to the Registrar a
            written order given in accordance with the Depository's procedures
            containing information regarding the participant account of the
            Depository to be credited with a beneficial interest in the Global
            Security. The Registrar shall, in accordance with such instructions
            instruct the Depository to credit to the account of the Person
            specified in such instructions a beneficial interest in the Global
            Security and to debit

<PAGE>
                                                                               3

            the account of the Person making the transfer the beneficial
            interest in the Global Security being transferred.

                  (ii) If the proposed transfer is a transfer of a beneficial
            interest in one Global Security to a beneficial interest in another
            Global Security, the Registrar shall reflect on its books and
            records the date and an increase in the principal amount of the
            Global Security to which such interest is being transferred in an
            amount equal to the principal amount of the interest to be so
            transferred, and the Registrar shall reflect on its books and
            records the date and a corresponding decrease in the principal
            amount of the Global Security from which such interest is being
            transferred.

                  (iii) Notwithstanding any other provisions of this Appendix
            (other than the provisions set forth in Section 2.4), a Global
            Security may not be transferred as a whole except by the Depository
            to a nominee of the Depository or by a nominee of the Depository to
            the Depository or another nominee of the Depository or by the
            Depository or any such nominee to a successor Depository or a
            nominee of such successor Depository.

            (b) Cancellation or Adjustment of Global Security. At such time as
all beneficial interests in a Global Security have either been exchanged for
certificated Securities, redeemed, purchased or canceled, such Global Security
shall be returned to the Depository for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for certificated Securities, redeemed,
purchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Securities Custodian for such
Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.

            (c) No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
            any beneficial owner of a Global Security, a member of, or a
            participant in the Depository or other Person with respect to the
            accuracy of the records of the Depository or its nominee or of any
            participant or member thereof, with respect to any ownership
            interest in the Securities or with respect to the delivery to any
            participant, member, beneficial owner or other Person (other than
            the Depository) of any notice (including any notice of redemption)
            or the payment of any amount, under or with respect to such
            Securities. All notices and communications to be given to the
            Holders and all payments to be made to Holders under the Securities
            shall be given or made only to or upon the order of the registered
            Holders (which shall be the Depository or its nominee in the case of
            a Global Security). The rights of beneficial owners in any Global
            Security shall be exercised only through the Depository subject to
            the applicable rules and procedures of the Depository. The Trustee
            may rely and shall be fully protected in

<PAGE>
                                                                               4

            relying upon information furnished by the Depository with respect to
            its members, participants and any beneficial owners.

                  (ii) The Trustee shall have no obligation or duty to monitor,
            determine or inquire as to compliance with any restrictions on
            transfer imposed under this Indenture or under applicable law with
            respect to any transfer of any interest in any Security (including
            any transfers between or among Depository participants, members or
            beneficial owners in any Global Security) other than to require
            delivery of such certificates and other documentation or evidence as
            are expressly required by, and to do so if and when expressly
            required by, the terms of this Indenture, and to examine the same to
            determine substantial compliance as to form with the express
            requirements hereof.

      2.4 Certificated Securities.

            (a) A Global Security deposited with the Depository or with the
Trustee as Securities Custodian for the Depository pursuant to Section 2.1 shall
be transferred to the beneficial owners thereof in the form of certificated
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 hereof and (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for such Global
Security and the Depository fails to appoint a successor depository or if at any
time such Depository ceases to be a "clearing agency" registered under the
Exchange Act, in either case, and a successor depository is not appointed by the
Company within 90 days of such notice, or (ii) an Event of Default has occurred
and is continuing or (iii) the Company, in its sole discretion, notifies the
Trustee in writing that it elects to cause the issuance of certificated
Securities under this Indenture.

            (b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the
Borough of Manhattan, The City of New York, to be so transferred, in whole or
from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Global Security, an
equal aggregate principal amount of certificated Securities of authorized
denominations. Any portion of a Global Security transferred pursuant to this
Section 2.4 shall be executed, authenticated and delivered only in denominations
of $2,000 principal amount and any integral multiple of $1,000 in excess thereof
and registered in such names as the Depository shall direct.

            (c) Subject to the provisions of Section 2.4(b) hereof, the
registered Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

<PAGE>
                                                                               5

            (d) In the event of the occurrence of one of the events specified in
Section 2.4(a) hereof, the Company shall promptly make available to the Trustee
a reasonable supply of certificated Securities in definitive, fully registered
form without interest coupons.

<PAGE>

                                                                       EXHIBIT 1
                                                                              to
                                                                        APPENDIX

                         [FORM OF FACE OF 2015 SECURITY]

                           [Global Securities Legend]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

<PAGE>
                                                                               2

No.                                                                      $
   -------------                                                          ------

                                                                   CUSIP NO. [ ]
                                                                    ISIN NO. [ ]

                           [ ]% Senior Notes Due 2015

      Freeport-McMoRan Copper & Gold Inc., a Delaware corporation, promises to
pay to [    ], or registered assigns, the principal sum of    Dollars on [    ],
2015.

      Interest Payment Dates: - and -.

      Record Dates: - and -.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated:


                                       FREEPORT-MCMORAN COPPER & GOLD INC.


                                         By


                                             ----------------------------------
                                             Name:
                                             Title:

                                         By


                                             ----------------------------------
                                             Name:
                                             Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK

    as Trustee, certifies that this is one
       of the 2015 Securities referred
       to in the Indenture.
By

          ------------------------------------
          Authorized Signatory

<PAGE>
                                                                               3

                     [FORM OF REVERSE SIDE OF 2015 SECURITY]

                            [ ]% Senior Note Due 2015

1.    Interest

      Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this 2015 Security at the rate per annum shown above. The
Company will pay interest semiannually on [ ] and [ ] of each year, commencing [
], 2007. Interest on the 2015 Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from [ ].
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company will pay interest on overdue principal at the rate borne by
this 2015 Security, and it will pay interest on overdue installments of interest
at the same rate to the extent lawful.

2.    Method of Payment

      The Company will pay interest on the 2015 Securities (except defaulted
interest) to the Persons who are registered holders of 2015 Securities at the
close of business on the [ ] or [ ] next preceding the interest payment date
even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by the
Depository. The Company will make all payments in respect of a certificated 2015
Security (including principal, premium and interest) by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on a
certificated 2015 Security will be made by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.    Paying Agent and Registrar

     Initially, The Bank of New York, a New York corporation (the "Trustee"),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

<PAGE>
                                                                               4

4.    Indenture

      The Company issued the 2015 Securities under an Indenture dated as of
March [ ], 2007 ("Indenture"), between the Company and the Trustee. The terms of
the 2015 Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "Act"). Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture. The 2015
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the Act for a statement of those terms.

      The Securities are general unsecured obligations of the Company. The
Company shall be entitled, subject to its compliance with Section 4.03 of the
Indenture, to issue Additional 2015 Securities pursuant to Section 2.13 of the
Indenture. The 2015 Securities issued on the Issue Date and any Additional 2015
Securities will be treated as a single class for all purposes under the
Indenture. The Indenture contains covenants that limit the ability of the
Company and its subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make investments;
create liens on assets; transfer or sell assets; guarantee indebtedness;
consolidate, merge or transfer all or substantially all of its assets and the
assets of its subsidiaries; and engage in sale/leaseback transactions. These
covenants are subject to important exceptions and qualifications.

      Upon the occurrence of (i) the 2015 Securities having Investment Grade
Ratings from either or both of the Rating Agencies and (ii) no Default or Event
of Default with respect to the 2015 Securities having occurred and be
continuing, the Company and the Restricted Subsidiaries shall not be subject to
Section 4.03, 4.04, 4.05 and 4.09 of the Indenture with respect to the 2015
Securities. If (i) a Default or Event of Default with respect to the 2015
Securities (other than as a result of the breach of the Suspended Covenants)
occurs and is continuing or (ii) both of the Rating Agencies withdraw their
ratings or downgrade their ratings assigned to the 2015 Securities below the
required Investment Grade Ratings, then the Company and the Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants with
respect to future events with respect to the 2015 Securities and any Subsidiary
Guarantees will be reinstated.

5.    Optional Redemption

      Except as set forth below, the Company shall not be entitled to redeem the
2015 Securities prior to [ ], 2011.

      On and after [ ], 2011, the Company shall be entitled at its option to
redeem the 2015 Securities, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the following redemption prices (expressed as
percentages of principal amount thereof), plus accrued interest, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on [ ] of the years set forth
below:

<PAGE>
                                                                               5

<TABLE>
<CAPTION>
PERIOD                                  REDEMPTION PRICE
------                                  ----------------
<S>                                     <C>
2011                                            %
2012                                            %
2013 and thereafter                          100.00%
</TABLE>

      In addition, prior to [ ], 2010, the Company shall be entitled at its
option, on one or more occasions, to redeem up to a maximum of 35% of the
aggregate principal amount of the 2015 Securities (calculated giving effect to
any issuance of Additional 2015 Securities) with the Net Cash Proceeds of one or
more Equity Offerings by the Company, at a redemption price equal to [ ]% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided, however, that after giving effect to any such redemption (i) at least
65% of the aggregate principal amount of the 2015 Securities (calculated giving
effect to any issuance of Additional 2015 Securities) remains outstanding; and
(ii) any such redemption by the Company must be made within 60 days of such
Equity Offering and must be made in accordance with the provisions of Article 3
of the Indenture.

      Prior to [ ], 2011, the Company shall be entitled at its option to redeem
the 2015 Securities, in whole or in part, at a redemption price equal to 100% of
the principal amount of the 2015 Securities plus the Applicable Premium as of,
and accrued and unpaid interest, if any, to, the redemption date (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant interest payment date). The Company shall cause notice of such
redemption to be mailed by first-class mail to each Holder's registered address,
not less than 30 nor more than 60 days prior to the redemption date.

6.    Notice of Redemption

      Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of 2015 Securities to be redeemed
at his registered address. 2015 Securities in denominations larger than $2,000
principal amount may be redeemed in part but only in whole multiples of $1,000
in excess thereof. If money sufficient to pay the redemption price of and
accrued interest on all 2015 Securities (or portions thereof) to be redeemed on
the redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such
date interest ceases to accrue on such 2015 Securities (or such portions
thereof) called for redemption.

7.    Put Provisions

      Upon a Change of Control, any Holder of 2015 Securities will have the
right to cause the Company to repurchase all or any part of the 2015 Securities
of such Holder at a repurchase price equal to 101% of the principal amount of
the 2015 Securities to be repurchased plus accrued interest to the date of
repurchase (subject to the right of

<PAGE>
                                                                               6


holders of record on the relevant record date to receive interest due on the
related interest payment date) as provided in, and subject to the terms of, the
Indenture.

8.    Guarantee

      The payment by the Company of the principal of, and premium and interest
on, the 2015 Securities is fully and unconditionally guaranteed on a joint and
several senior basis by each of the Subsidiary Guarantors, if any, to the extent
set forth in the Indenture.

9.    Denominations; Transfer; Exchange

      The 2015 Securities are in registered form without coupons in
denominations of $2,000 principal amount and whole multiples of $1,000 in excess
thereof. A Holder may transfer or exchange 2015 Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any 2015 Securities selected for redemption
(except, in the case of a 2015 Security to be redeemed in part, the portion of
the 2015 Security not to be redeemed) or any Securities for a period of 15 days
before a selection of 2015 Securities to be redeemed or 15 days before an
interest payment date.

10.   Persons Deemed Owners

      The registered Holder of this 2015 Security may be treated as the owner of
it for all purposes.

11.   Unclaimed Money

      If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

12.   Discharge and Defeasance

      Subject to certain conditions, the Company at any time shall be entitled
to terminate some or all of its obligations under the 2015 Securities and the
Indenture with respect to the 2015 Securities if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and
interest on the 2015 Securities to redemption or maturity, as the case may be.

13.   Amendment, Waiver

      Subject to certain exceptions set forth in the Indenture, (a) the
Indenture with respect to the 2015 Securities and the 2015 Securities may be
amended with the

<PAGE>
                                                                               7

written consent of the Holders of at least a majority in principal amount
outstanding of the 2015 Securities and (b) any default or noncompliance with any
provision may be waived with the written consent of the Holders of a majority in
principal amount outstanding of the 2015 Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder of 2015
Securities, the Company and the Trustee shall be entitled to amend the Indenture
with respect to the 2015 Securities or the 2015 Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated 2015 Securities in addition to or in
place of certificated 2015 Securities, or to add guarantees with respect to the
2015 Securities or to secure the 2015 Securities, or to add additional covenants
with respect to the 2015 Securities or surrender rights and powers conferred on
the Company or the Subsidiary Guarantors with respect to the 2015 Securities, or
to comply with any requirement of the SEC in connection with qualifying the
Indenture under the Act, or to make any change that does not adversely affect
the rights of any Holder of 2015 Securities, or to provide for the issuance of
Additional 2015 Securities or to conform the text of the Indenture to any
provision of the section entitled "Description of the notes" contained in the
Prospectus.

14.   Defaults and Remedies

      Under the Indenture, Events of Default with respect to the 2015 Securities
include (a) default for 30 days in payment of interest on the 2015 Securities;
(b) default in payment of principal on the 2015 Securities at maturity, upon
required redemption or repurchase, upon declaration or otherwise; (c) failure by
the Company or any Restricted Subsidiary to comply with other agreements in the
Indenture with respect to the 2015 Securities or the 2015 Securities, in certain
cases subject to notice and lapse of time; (d) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company or any Restricted Subsidiary if the amount
accelerated (or so unpaid) exceeds $250 million; (e) certain events of
bankruptcy or insolvency with respect to the Company, a Subsidiary Guarantor or
a Significant Subsidiary; (f) certain judgments or decrees for the payment of
money in excess of $250 million; and (g) certain defaults with respect to a
Subsidiary Guarantee with respect to the 2015 Securities. If an Event of Default
with respect to the 2015 Securities occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the 2015 Securities may declare
all the 2015 Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the 2015
Securities being due and payable immediately upon the occurrence of such Events
of Default.

      Holders of 2015 Securities may not enforce the Indenture with respect to
the 2015 Securities or the 2015 Securities except as provided in the Indenture.
The Trustee may refuse to enforce the Indenture or the 2015 Securities unless it
receives indemnity or security satisfactory to it. Subject to certain
limitations, Holders of a majority in principal amount of the 2015 Securities
may direct the Trustee in its exercise of any trust or power with respect to the
2015 Securities. The Trustee may withhold from Holders of 2015 Securities notice
of any continuing Default with respect to the 2015

<PAGE>
                                                                               8


Securities (except a Default in payment of principal or interest) if it
determines that withholding notice is in the interest of the Holders of 2015
Securities.

15.   Trustee Dealings with the Company

      Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of 2015 Securities and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

16.   No Recourse Against Others

      A director, officer, employee or stockholder, as such, of the Company or
the Trustee shall not have any liability for any obligations of the Company
under the 2015 Securities or the Indenture with respect to the 2015 Securities
or for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a 2015 Security, each Securityholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the 2015 Securities.

17.   Authentication

      This 2015 Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this 2015 Security.

18.   Abbreviations

      Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

19.   CUSIP Numbers

      Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the 2015 Securities and has directed the Trustee to use CUSIP numbers
in notices of redemption as a convenience to Holders of 2015 Securities. No
representation is made as to the accuracy of such numbers either as printed on
the 2015 Securities or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.

20.   Governing Law.

      THIS 2015 SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

<PAGE>
                                                                               9

      The Company will furnish to any Holder of 2015 Securities upon written
request and without charge to such Holder a copy of the Indenture which has in
it the text of this 2015 Security in larger type. Requests may be made to:

      Freeport McMoRan Copper & Gold Inc.
      1615 Poydras Street
      New Orleans, LA 70112

      Attention: Treasurer

<PAGE>
                                                                              10

                                 ASSIGNMENT FORM

To assign this 2015 Security, fill in the form below:

I or we assign and transfer this 2015 Security to

      (Print or type assignee's name, address and zip code)

      (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint           agent to transfer this 2015 Security on the
books of the Company. The agent may substitute another to act for him.

--------------------------------------------------------------------------------

Date:                          Your Signature:
      -----------------                        ---------------------------------

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this 2015 Security.




---------------------------------------
Signature


Signature Guarantee:

-------------------------------------   ----------------------------------------
Signature must be guaranteed            Signature

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

<PAGE>
                                       11

                     [TO BE ATTACHED TO GLOBAL SECURITIES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL 2015 SECURITY

  The following increases or decreases in this Global 2015 Security have been
                                     made:

<Table>
<Caption>
Date of        Amount of         Amount of         Principal        Signature of
Exchange       decrease in       increase in       amount of this   authorized
               Principal         Principal amount  Global 2015      officer of
               AMOUNT of this    of this Global    Security         Trustee or
               Global 2015       2015 Security     following such   Securities
               Security                            decrease or      Custodian
                                                   increase)
<S>            <C>               <C>               <C>              <C>



</Table>

<PAGE>
                                                                              12

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this 2015 Security purchased by the Company
pursuant to Section 4.05 or 4.06 of the Indenture, check the box:

               [ ] 4.05                  [ ] 4.06

      [ ] If you want to elect to have only part of this 2015 Security purchased
by the Company pursuant to Section 4.05 or 4.06 of the Indenture, state the
amount in principal amount: $-


Dated:                               Your Signature:
      -------------------------                     ----------------------------
                                                     (Sign exactly as your name
                                                    appears on the other side of
                                                         this 2015 Security.)


Signature Guarantee:
                     -----------------------------------------------------------
                                    (Signature must be guaranteed)

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
<PAGE>
                                                                       EXHIBIT 2
                                                                              to
                                                                        APPENDIX

                         [FORM OF FACE OF 2017 SECURITY]

                           [Global Securities Legend]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


<PAGE>

                                                                               2

No.                                                                         $
   -------------                                                            ----

                                                                 CUSIP NO. [   ]
                                                                  ISIN NO. [   ]

                           [ ]% Senior Notes Due 2017

      Freeport-McMoRan Copper & Gold Inc., a Delaware corporation, promises to
pay to [         ], or registered assigns, the principal sum of    Dollars on
[ ], 2007.


      Interest Payment Dates: - and -.

      Record Dates: - and -.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated:


                                                 FREEPORT-MCMORAN COPPER &
                                                      GOLD INC.

                                                 By

                                                   -----------------------------
                                                   Name:
                                                   Title:

                                                 By

                                                   -----------------------------
                                                   Name:
                                                   Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK

   as Trustee, certifies that this is one of the 2017
        Securities referred to in the Indenture.

By

   -------------------------------------
   Authorized Signatory


<PAGE>

                                                                               3
                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]
                            [ ]% Senior Note Due 2017

1.    Interest

      Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this 2017 Security at the rate per annum shown above. The
Company will pay interest semiannually on [ ] and [ ]of each year, commencing
[ ], 2007. Interest on the 2017 Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from [ ].
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company will pay interest on overdue principal at the rate borne by
this 2017 Security, and it will pay interest on overdue installments of interest
at the same rate to the extent lawful.

2.    Method of Payment

      The Company will pay interest on the 2017 Securities (except defaulted
interest) to the Persons who are registered holders of 2017 Securities at the
close of business on the [ ] or [ ] next preceding the interest payment date
even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by the
Depository. The Company will make all payments in respect of a certificated 2017
Security (including principal, premium and interest) by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on a
certificated 2017 Security will be made by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.    Paying Agent and Registrar

     Initially, The Bank of New York, a New York corporation (the "Trustee"),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

4.    Indenture

      The Company issued the 2017 Securities under an Indenture dated as of
March [ ], 2007 ("Indenture"), between the Company and the Trustee. The terms of
the

<PAGE>

                                                                               4

2017 Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the "Act"). Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture. The 2017 Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.

      The Securities are general unsecured obligations of the Company. The
Company shall be entitled, subject to its compliance with Section 4.03 of the
Indenture, to issue Additional 2017 Securities pursuant to Section 2.13 of the
Indenture. The 2017 Securities issued on the Issue Date and any Additional 2017
Securities will be treated as a single class for all purposes under the
Indenture. The Indenture contains covenants that limit the ability of the
Company and its subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make investments;
create liens on assets; transfer or sell assets; guarantee indebtedness;
consolidate, merge or transfer all or substantially all of its assets and the
assets of its subsidiaries; and engage in sale/leaseback transactions. These
covenants are subject to important exceptions and qualifications.

      Upon the occurrence of (i) the 2017 Securities having Investment Grade
Ratings from either or both of the Rating Agencies and (ii) no Default or Event
of Default with respect to the 2017 Securities having occurred and be
continuing, the Company and the Restricted Subsidiaries shall not be subject to
Section 4.03, 4.04, 4.05 and 4.09 of the Indenture with respect to the 2017
Securities. If (i) a Default or Event of Default with respect to the 2017
Securities (other than as a result of the breach of the Suspended Covenants)
occurs and is continuing or (ii) both of the Rating Agencies withdraw their
ratings or downgrade their ratings assigned to the 2017 Securities below the
required Investment Grade Ratings, then the Company and the Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants with
respect to future events with respect to the 2017 Securities and any Subsidiary
Guarantees will be reinstated.

5.    Optional Redemption

      Except as set forth below, the Company shall not be entitled to redeem the
2017 Securities prior to [ ], 2012.

      On and after [ ], 2012, the Company shall be entitled at its option to
redeem the 2017 Securities, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the following redemption prices (expressed as
percentages of principal amount thereof), plus accrued interest, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on [ ] of the years set forth
below:

<TABLE>
<CAPTION>
PERIOD                          REDEMPTION PRICE
------                          ----------------
<S>                             <C>
2012........................                 %
2013........................                 %
2014 and thereafter.........           100.00%
</TABLE>


<PAGE>

                                                                               5

      In addition, prior to [ ], 2011, the Company shall be entitled at its
option, on one or more occasions, to redeem up to a maximum of 35% of the
aggregate principal amount of the 2017 Securities (calculated giving effect to
any issuance of Additional 2017 Securities) with the Net Cash Proceeds of one or
more Equity Offerings by the Company, at a redemption price equal to [ ]% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided, however, that after giving effect to any such redemption (i) at least
65% of the aggregate principal amount of the 2017 Securities (calculated giving
effect to any issuance of Additional 2017 Securities) remains outstanding; and
(ii) any such redemption by the Company must be made within 60 days of such
Equity Offering and must be made in accordance with the provisions of Article 3
of the Indenture.

      Prior to [ ], 2012, the Company shall be entitled at its option to redeem,
of the 2017 Securities, in whole or in part, at a redemption price equal to 100%
of the principal amount of the 2017 Securities plus the Applicable Premium as
of, and accrued and unpaid interest, if any, to, the redemption date (subject to
the right of Holders on the relevant record date to receive interest due on the
relevant interest payment date). The Company shall cause notice of such
redemption to be mailed by first-class mail to each Holder's registered address,
not less than 30 nor more than 60 days prior to the redemption date.

6.    Notice of Redemption

      Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of 2017 Securities to be redeemed
at his registered address. 2017 Securities in denominations larger than $2,000
principal amount may be redeemed in part but only in whole multiples of $1,000
in excess thereof. If money sufficient to pay the redemption price of and
accrued interest on all 2017 Securities (or portions thereof) to be redeemed on
the redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such
date interest ceases to accrue on such 2017 Securities (or such portions
thereof) called for redemption.

7.    Put Provisions

      Upon a Change of Control, any Holder of 2017 Securities will have the
right to cause the Company to repurchase all or any part of the 2017 Securities
of such Holder at a repurchase price equal to 101% of the principal amount of
the 2017 Securities to be repurchased plus accrued interest to the date of
repurchase (subject to the right of holders of record on the relevant record
date to receive interest due on the related interest payment date) as provided
in, and subject to the terms of, the Indenture.

<PAGE>

                                                                               6

8.    Guarantee

      The payment by the Company of the principal of, and premium and interest
on, the 2017 Securities is fully and unconditionally guaranteed on a joint and
several senior basis by each of the Subsidiary Guarantors, if any, to the extent
set forth in the Indenture.

9.    Denominations; Transfer; Exchange

      The 2017 Securities are in registered form without coupons in
denominations of $2,000 principal amount and whole multiples of $1,000 in excess
thereof. A Holder may transfer or exchange 2017 Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any 2017 Securities selected for redemption
(except, in the case of a 2017 Security to be redeemed in part, the portion of
the Security not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest
payment date.

10.   Persons Deemed Owners

      The registered Holder of this 2017 Security may be treated as the owner of
it for all purposes.

11.   Unclaimed Money

      If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

12.   Discharge and Defeasance

      Subject to certain conditions, the Company at any time shall be entitled
to terminate some or all of its obligations under the 2017 Securities and the
Indenture with respect to the 2017 Securities if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and
interest on the 2017 Securities to redemption or maturity, as the case may be.

13.   Amendment, Waiver

      Subject to certain exceptions set forth in the Indenture, (a) the
Indenture with respect to the 2017 Securities and the 2017 Securities may be
amended with the written consent of the Holders of at least a majority in
principal amount outstanding of the 2017 Securities and (b) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount

<PAGE>

                                                                               7

outstanding of the 2017 Securities. Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder of 2017 Securities, the Company
and the Trustee shall be entitled to amend the Indenture with respect to the
2017 Securities or the 2017 Securities to cure any ambiguity, omission, defect
or inconsistency, or to comply with Article 5 of the Indenture, or to provide
for uncertificated 2017 Securities in addition to or in place of certificated
2017 Securities, or to add guarantees with respect to the 2017 Securities or to
secure the 2017 Securities, or to add additional covenants with respect to the
2017 Securities or surrender rights and powers conferred on the Company or the
Subsidiary Guarantors with respect to the 2017 Securities, or to comply with any
requirement of the SEC in connection with qualifying the Indenture under the
Act, or to make any change that does not adversely affect the rights of any
Holder of 2017 Securities, or to provide for the issuance of Additional 2017
Securities or to conform the text of the Indenture to any provision of the
section entitled "Description of the notes" contained in the Prospectus.

14.   Defaults and Remedies

      Under the Indenture, Events of Default with respect to the 2017 Securities
include (a) default for 30 days in payment of interest on the 2017 Securities;
(b) default in payment of principal on the 2017 Securities at maturity, upon
required redemption or repurchase, upon declaration or otherwise; (c) failure by
the Company or any Restricted Subsidiary to comply with other agreements in the
Indenture with respect to the 2017 Securities or the 2017 Securities, in certain
cases subject to notice and lapse of time; (d) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company or any Restricted Subsidiary if the amount
accelerated (or so unpaid) exceeds $250 million; (e) certain events of
bankruptcy or insolvency with respect to the Company, a Subsidiary Guarantor or
a Significant Subsidiary; (f) certain judgments or decrees for the payment of
money in excess of $250 million; and (g) certain defaults with respect to a
Subsidiary Guarantee with respect to the 2017 Securities. If an Event of Default
with respect to the 2017 Securities occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the 2017 Securities may declare
all the 2017 Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the 2017
Securities being due and payable immediately upon the occurrence of such Events
of Default.

      Holders of 2017 Securities may not enforce the Indenture with respect to
the 2017 Securities or the 2017 Securities except as provided in the Indenture.
The Trustee may refuse to enforce the Indenture or the 2017 Securities unless it
receives indemnity or security satisfactory to it. Subject to certain
limitations, Holders of a majority in principal amount of the 2017 Securities
may direct the Trustee in its exercise of any trust or power with respect to the
2017 Securities. The Trustee may withhold from Holders of 2017 Securities notice
of any continuing Default with respect to the 2017 Securities (except a Default
in payment of principal or interest) if it determines that withholding notice is
in the interest of the Holders of 2017 Securities.

<PAGE>

                                                                               8

15.   Trustee Dealings with the Company

      Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of 2017 Securities and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

16.   No Recourse Against Others

      A director, officer, employee or stockholder, as such, of the Company or
the Trustee shall not have any liability for any obligations of the Company
under the 2017 Securities or the Indenture with respect to the 2017 Securities
or for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a 2017 Security, each Securityholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the 2017 Securities.

17.   Authentication

      This 2017 Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this 2017 Security.

18.   Abbreviations

      Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

19.   CUSIP Numbers

      Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the 2017 Securities and has directed the Trustee to use CUSIP numbers
in notices of redemption as a convenience to Holders of 2017 Securities. No
representation is made as to the accuracy of such numbers either as printed on
the 2017 Securities or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.

20.   Governing Law.

      THIS 2017 SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


<PAGE>

                                                                               9

      The Company will furnish to any Holder of 2017 Securities upon written
request and without charge to such Holder a copy of the Indenture which has in
it the text of this 2017 Security in larger type. Requests may be made to:

      Freeport McMoRan Copper & Gold Inc.
      1615 Poydras Street
      New Orleans, LA 70112

      Attention:  Treasurer


<PAGE>

                                                                              10

                                 ASSIGNMENT FORM

To assign this 2017 Security, fill in the form below:

I or we assign and transfer this 2017 Security to

      (Print or type assignee's name, address and zip code)

      (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                     agent to transfer this 2017 Security
on the books of the Company. The agent may substitute another to act for him.


--------------------------------------------------------------------------------

Date:                  Your Signature
     -----------------                ---------------------------------


Sign exactly as your name appears on the other side of this Security.




-----------------------------
Signature

Signature Guarantee:




--------------------------------------  ----------------------------------------
Signature must be guaranteed            Signature

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


<PAGE>

                                                                              11

                     [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global 2017 Security have been
made:


Date of          Amount of       Amount of      Principal       Signature of
Exchange         decrease in     increase in    amount of this  authorized
                 Principal       Principal      Global 2017     officer of
                 amount of this  amount of      Security        Trustee or
                 Global 2017     this Global    following such  Securities
                 Security        2017 Security  decrease or     Custodian
                                                increase)

<PAGE>

                                                                              12

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this 2017 Security purchased by the Company
pursuant to Section 4.05 or 4.06 of the Indenture, check the box:

      [ ] 4.05             [ ] 4.06

      [ ] If you want to elect to have only part of this 2017 Security purchased
by the Company pursuant to Section 4.05 or 4.06 of the Indenture, state the
amount in principal amount: $-


Dated:                        Your Signature:
      ---------------------                  -----------------------------------
                                             (Sign exactly as your name appears
                                             on the other side of this 2017
                                             Security.)

Signature Guarantee:
                    ------------------------------------------------------------
                              (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.