Unassociated Document


     

    Exhibit
      10.1

    


    
      	
               

              CREDIT
                AGREEMENT

               

              dated
                as
                of

               

              March
                19,
                2007,

               

              among

              FREEPORT-MCMORAN
                COPPER & GOLD INC.,

              The
                Lenders
                Party Hereto,

              The
                Issuing
                Banks Party Hereto,

               

              JPMORGAN
                CHASE BANK, N.A.,

              as
                Administrative Agent and Collateral Agent

               

              and

               

              MERRILL
                LYNCH, PIERCE, FENNER

              &
SMITH
                INCORPORATED,

               

              as
                Syndication Agent,

              and

              HSBC
                BANK
                USA, NATIONAL ASSOCIATION,

              THE
                BANK OF
                NOVA SCOTIA,

              UBS
                SECURITIES LLC,

              as
                Co-Documentation Agents,

              ___________________________

               

              J.P.
                MORGAN
                SECURITIES INC.  MERRILL
                LYNCH, PIERCE, FENNER &
                
                                                
                SMITH INCORPORATED 

               

              as
                Joint Lead
                Arrangers and Joint Bookrunners

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    
      

 

    

    
      TABLE
        OF
        CONTENTS

       

      Page

       

      ARTICLE
        I

       

      Definitions

    

    
 

    
      	
              SECTION
                1.01.
                

            	
              Defined
                Terms

            	
              1

            
	
              SECTION
                1.02.
                

            	
              Classification
                of Loans and Borrowings

            	
              43

            
	
              SECTION
                1.03.
                

            	
              Terms
                Generally

            	
              43

            
	
              SECTION
                1.04.
                

            	
              Accounting
                Terms; GAAP

            	
              44

            


    

     

    
      ARTICLE
        II


       

      The
        Credits


    

    
      
        
          	
                  SECTION
                    2.01.
                    

                	
                  Commitments

                	
                  44

                
	
                  SECTION
                    2.02.
                    

                	
                  Loans
                    and
                    Borrowings

                	
                  44

                
	
                  SECTION
                    2.03.
                    

                	
                  Requests
                    for
                    Borrowings

                	
                  45

                
	
                  SECTION
                    2.04.
                    

                	
                  Funding
                    of
                    Borrowings

                	
                  46

                
	
                  SECTION
                    2.05.
                    

                	
                  Letters
                    of
                    Credit

                	
                  46

                
	
                  SECTION
                    2.06.
                    

                	
                  Interest
                    Elections

                	
                  51

                
	
                  SECTION
                    2.07.
                    

                	
                  Termination
                    and Reduction of Commitments

                	
                  53

                
	
                  SECTION
                    2.08.
                    

                	
                  Repayment
                    of
                    Loans; Evidence of Debt

                	
                  53

                
	
                  SECTION
                    2.09.
                    

                	
                  Amortization
                    of Term Loans

                	
                  54

                
	
                  SECTION
                    2.10.
                    

                	
                  Prepayment
                    of
                    Loans

                	
                  55

                
	
                  SECTION
                    2.11.
                    

                	
                  Fees

                	
                  58

                
	
                  SECTION
                    2.12.
                    

                	
                  Interest

                	
                  59

                
	
                  SECTION
                    2.13.
                    

                	
                  Alternate
                    Rate of Interest

                	
                  60

                
	
                  SECTION
                    2.14.
                    

                	
                  Increased
                    Costs

                	
                  60

                
	
                  SECTION
                    2.15.
                    

                	
                  Break
                    Funding
                    Payments

                	
                  61

                
	
                  SECTION
                    2.16.
                    

                	
                  Taxes

                	
                  62

                
	
                  SECTION
                    2.17.
                    

                	
                  Payments
                    Generally; Pro Rata Treatment; Sharing of Set-offs

                	
                  63

                
	
                  SECTION
                    2.18.
                    

                	
                  Mitigation
                    Obligations; Replacement of Lenders

                	
                  65

                
	
                  SECTION
                    2.19.
                    

                	
                  Swingline
                    Loans

                	
                  66

                


        
 

    

    
      ARTICLE
        III

       

      Representations
        and
        Warranties


    

    
      
        	
                SECTION
                  3.01.
                  

              	
                Organization;
                  Powers

              	
                67

              
	
                SECTION
                  3.02.
                  

              	
                Authorization;
                  Enforceability

              	
                67

              
	
                SECTION
                  3.03.
                  

              	
                Governmental
                  Approvals; No Conflicts

              	
                68

              
	
                SECTION
                  3.04.
                  

              	
                Financial
                  Condition; No Material Adverse Change

              	
                68

              
	
                SECTION
                  3.05.
                  

              	
                Properties

              	
                69

              
	
                SECTION
                  3.06.
                  

              	
                Litigation
                  and Environmental Matters

              	
                69

              
	
                SECTION
                  3.07.
                  

              	
                Compliance
                  with Laws and Agreements

              	
                70

              
	
                SECTION
                  3.08.
                  

              	
                Investment
                  Company Status

              	
                70

              
	
                SECTION
                  3.09.
                  

              	
                Taxes

              	
                70

              
	
                SECTION
                  3.10.
                  

              	
                ERISA

              	
                70

              
	
                SECTION
                  3.11.
                  

              	
                Disclosure

              	
                70

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      2

       

       

      
        	
                SECTION
                  3.12.
                  

              	
                Subsidiaries

              	
                70

              
	
                SECTION
                  3.13.
                  

              	
                Insurance

              	
                71

              
	
                SECTION
                  3.14.
                  

              	
                Labor
                  Matters

              	
                71

              
	
                SECTION
                  3.15.
                  

              	
                Security
                  Documents

              	
                71

              
	
                SECTION
                  3.16.
                  

              	
                Federal
                  Reserve Regulations

              	
                73

              
	
                SECTION
                  3.17.
                  

              	
                Solvency

              	
                73

              
	
                SECTION
                  3.18.
                  

              	
                Senior
                  Indebtedness

              	
                73

              


      

    

     

    
      ARTICLE
        IV


       

      Conditions

    

     

    
      
        	
                SECTION
                  4.01.
                  

              	
                Effective
                  Date

              	
                73

              
	
                SECTION
                  4.02.
                  

              	
                Each
                  Credit
                  Event

              	
                76

              


      

    

     

    
      ARTICLE
        V


       

      Affirmative
        Covenants


    

    
      
        	
                SECTION
                  5.01.
                  

              	
                Financial
                  Statements and Other Information

              	
                77

              
	
                SECTION
                  5.02.
                  

              	
                Notices
                  of
                  Material Events

              	
                78

              
	
                SECTION
                  5.03.
                  

              	
                Information
                  Regarding Collateral

              	
                79

              
	
                SECTION
                  5.04.
                  

              	
                Existence;
                  Conduct of Business

              	
                79

              
	
                SECTION
                  5.05.
                  

              	
                Payment
                  of
                  Obligations

              	
                79

              
	
                SECTION
                  5.06.
                  

              	
                Maintenance
                  of Properties

              	
                79

              
	
                SECTION
                  5.07.
                  

              	
                Insurance

              	
                79

              
	
                SECTION
                  5.08.
                  

              	
                Casualty
                  and
                  Condemnation

              	
                80

              
	
                SECTION
                  5.09.
                  

              	
                Books
                  and
                  Records; Inspection and Audit Rights

              	
                80

              
	
                SECTION
                  5.10.
                  

              	
                Compliance
                  with Laws; Environmental Reports

              	
                80

              
	
                SECTION
                  5.11.
                  

              	
                Use
                  of
                  Proceeds and Letters of Credit

              	
                81

              
	
                SECTION
                  5.12.
                  

              	
                Additional
                  Subsidiaries

              	
                82

              
	
                SECTION
                  5.13.
                  

              	
                Further
                  Assurances

              	
                82

              


      

    

     

    
      
        ARTICLE
          VI


         

        Negative
          Covenants

      

    

    

      
        	
                SECTION
                  6.01.
                  

              	
                Indebtedness;
                  Certain Equity Securities

              	
                82

              
	
                SECTION
                  6.02.
                  

              	
                Liens

              	
                84

              
	
                SECTION
                  6.03.
                  

              	
                Fundamental
                  Changes

              	
                86

              
	
                SECTION
                  6.04.
                  

              	
                Investments
                  in Unrestricted Subsidiaries

              	
                88

              
	
                SECTION
                  6.05.
                  

              	
                Asset
                  Sales

              	
                88

              
	
                SECTION
                  6.06.
                  

              	
                Sale
                  and
                  Leaseback Transactions

              	
                91

              
	
                SECTION
                  6.07.
                  

              	
                Hedging
                  Agreements

              	
                91

              
	
                SECTION
                  6.08.
                  

              	
                Restricted
                  Payments; Certain Payments of Indebtedness

              	
                91

              
	
                SECTION
                  6.09.
                  

              	
                Transactions
                  with Affiliates

              	
                93

              
	
                SECTION
                  6.10.
                  

              	
                Restrictive
                  Agreements

              	
                94

              
	
                SECTION
                  6.11.
                  

              	
                Amendment
                  of
                  Material Documents

              	
                95

              
	
                SECTION
                  6.12.
                  

              	
                Fiscal
                  Year

              	
                95

              
	
                SECTION
                  6.13.
                  

              	
                Designation
                  of Unrestricted Subsidiaries

              	
                95

              
	
                SECTION
                  6.14.
                  

              	
                Total
                  Leverage Ratio

              	
                96

              
	
                SECTION
                  6.15.
                  

              	
                Total
                  Secured
                  Leverage Ratio

              	
                96

              
	
                SECTION
                  6.16.
                  

              	
                Covenants
                  with Respect to PTII

              	
                96

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3

     

    
      ARTICLE
        VII


       

      Events
        of
        Default

       

      ARTICLE
        VIII


       

      The
        Agents

       

      ARTICLE
        IX


       

      Miscellaneous

    

    

      
        	
                SECTION
                  9.01.
                  

              	
                Notices

              	
                104

              
	
                SECTION
                  9.02.
                  

              	
                Waivers;
                  Amendments

              	
                104

              
	
                SECTION
                  9.03.
                  

              	
                Expenses;
                  Indemnity; Damage Waiver

              	
                106

              
	
                SECTION
                  9.04.
                  

              	
                Successors
                  and Assigns

              	
                108

              
	
                SECTION
                  9.05.
                  

              	
                Survival

              	
                111

              
	
                SECTION
                  9.06.
                  

              	
                Counterparts;
                  Integration; Effectiveness

              	
                111

              
	
                SECTION
                  9.07.
                  

              	
                Severability

              	
                112

              
	
                SECTION
                  9.08.
                  

              	
                Right
                  of
                  Setoff

              	
                112

              
	
                SECTION
                  9.09.
                  

              	
                Governing
                  Law; Jurisdiction; Consent to Service of Process; Sovereign
                  Immunity

              	
                112

              


      

    

    
      
        	
                SECTION
                  9.10.
                  

              	
                WAIVER
                  OF
                  JURY TRIAL

              	
                113

              
	
                SECTION
                  9.11.
                  

              	
                Headings

              	
                113

              
	
                SECTION
                  9.12.
                  

              	
                Confidentiality

              	
                113

              
	
                SECTION
                  9.13.
                  

              	
                Interest
                  Rate
                  Limitation

              	
                114

              
	
                SECTION
                  9.14.
                  

              	
                Judgment
                  Currency

              	
                114

              
	
                SECTION
                  9.15.
                  

              	
                [intentionally
                  omitted]

              	
                114

              
	
                SECTION
                  9.16.
                  

              	
                Patriot
                  Act

              	
                115

              


      

    

    
      
        	
                SECTION
                  9.17.
                  

              	
                No
                  Fiduciary
                  Relationship

              	
                115

              
	
                SECTION
                  9.18.
                  

              	
                Release
                  of
                  Liens and Guarantees; Rejurisdictioning of PTFI

              	
                115

              
	
                SECTION
                  9.19.
                  

              	
                Non-Public
                  Information

              	
                116

              
	
                SECTION
                  9.20.
                  

              	
                Parallel
                  Debt

              	
                116

              


      

    

     

    SCHEDULES:

    

      
        	
                Schedule
                  1.01A—

              	
                Disclosed
                  Matters

              
	
                Schedule
                  1.01B—

              	
                Existing
                  Letters of Credit

              
	
                Schedule
                  1.01C-1 —

              	
                Ratable
                  FCX
                  Obligations

              
	
                Schedule
                  1.01C-2 —

              	
                Ratable
                  Cyprus Obligations

              
	
                Schedule
                  1.01C-3 —

              	
                Ratable
                  PD
                  Obligations

              
	
                Schedule
                  1.01D—

              	
                Mortgaged
                  Properties

              
	
                Schedule
                  1.01E—

              	
                Excluded
                  Cable and Wire Subsidiaries

              
	
                Schedule
                  2.01
                  — 

              	
                Commitments

              
	
                Schedule
                  3.03
                  — 

              	
                Governmental
                  Approvals

              
	
                Schedule
                  3.04(e) — 

              	
                Certain
                  Developments

              


      

    

    
      
        	
                Schedule
                  3.12
                  — 

              	
                Subsidiaries

              
	
                Schedule
                  3.13
                  — 

              	
                Insurance

              
	
                Schedule
                  5.10A — 

              	
                ICMM
                  Principles

              
	
                Schedule
                  5.10B — 

              	
                ICMM
                  Commitments with Respect to World Heritage
                  Properties

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      4

       

      
        	
                Schedule
                  5.10C —

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

              
	
                Schedule
                  6.01
                  — 

              	
                Existing
                  Indebtedness

              
	
                Schedule
                  6.02
                  — 

              	
                Existing
                  Liens

              
	
                Schedule
                  6.10

              	
                Existing
                  Restrictions

              


      

    

     

    
      EXHIBITS:

    

    

      
        	
                Exhibit
                  A —
                  

              	
                Form
                  of
                  Assignment and Assumption

              
	
                Exhibit
                  B-1—
                  

              	
                Form
                  of
                  Perfection Certificate

              
	
                Exhibit
                  B-2—
                  

              	
                Form
                  of
                  Additional Perfection Certificate

              
	
                Exhibit
                  C —
                  

              	
                Form
                  of
                  Issuing Bank Agreement

              
	
                Exhibit
                  D-1 —
                  

              	
                Form
                  of
                  Collateral Agreement

              
	
                Exhibit
                  D-2 —
                  

              	
                Form
                  of
                  Additional Collateral Agreement

              
	
                Exhibit
                  E —
                  

              	
                [intentionally
                  omitted]

              
	
                Exhibit
                  F —
                  

              	
                Form
                  of
                  Affiliate Subordination Agreement

              
	
                Exhibit
                  G-1 —
                  

              	
                Form
                  of
                  opinion of Davis Polk & Wardwell, New York counsel for the Borrower
                  and the Subsidiaries

              
	
                Exhibit
                  G-2 —
                  

              	
                Form
                  of
                  opinion of Jones, Walker, Waechter, Poitevant, Carrère & Denègre,
                  L.L.P., U.S. counsel for the Borrower and the
                  Subsidiaries

              
	
                Exhibit
                  G-3 —
                  

              	
                Form
                  of
                  opinion of Indonesian counsel for the Borrower

              
	
                Exhibit
                  G-4 —
                  

              	
                Form
                  of
                  opinion of Indonesian counsel for the
                  Lenders

              


      

    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CREDIT
      AGREEMENT
      dated as of March 19, 2007 (this “Agreement”),
      among
      FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation, the Lenders
      party hereto, the Issuing Banks party hereto, and JPMORGAN CHASE BANK, N.A.,
      (“JPMCB”),
      as
      Administrative Agent and as Collateral Agent, and MERRILL LYNCH, PIERCE, FENNER
      & SMITH INCORPORATED, as Syndication Agent.

     

    The
      Borrower has
      requested that (a) the Tranche A Lenders extend credit in the form of Tranche
      A
      Term Loans on the Effective Date in an aggregate principal amount not in excess
      of $2,500,000,000, (b) the Tranche B Lenders extend credit in the form of
      Tranche B Term Loans on the Effective Date in an aggregate principal amount
      not
      in excess of $7,500,000,000 and (c) the Revolving Lenders extend credit in
      the
      form of Revolving Loans, the Swingline Lender extend credit in the form of
      Swingline Loans and the Issuing Banks issue Letters of Credit, in each case
      at
      any time and from time to time during the Revolving Availability Period such
      that the aggregate Revolving Exposures will not exceed $1,000,000,000 at any
      time. The proceeds of the Term Loans, together with (i) the proceeds of
      Revolving Loans, (ii) the proceeds of the Senior Notes and (iii) cash will
      be
      used to (A) pay the cash portion of the Merger Consideration and (B) pay the
      Transaction Costs. Letters of Credit and the proceeds of the Revolving Loans
      and
      Swingline Loans drawn after the Effective Date will be used for working capital
      and other general corporate purposes of the Borrower and its
      Subsidiaries.

     

    The
      Lenders are
      willing to extend such credit to the Borrower, and the Issuing Banks are willing
      to issue Letters of Credit for the account of the Borrower and its Subsidiaries,
      on the terms and subject to the conditions set forth herein. Accordingly, the
      parties hereto agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    SECTION
      1.01.
  Defined
      Terms.
      As used in this
      Agreement, the following terms have the meanings specified below: Capitalized
      terms used but not defined in this Agreement have the meanings assigned thereto
      in the Restated Credit Agreement.

     

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

     

    “Additional
      Collateral Agreement”
means
      an
      amendment and restatement of the Collateral Agreement in substantially the
      form
      of Exhibit D-2.

     

    “Additional
      Collateral Date”
means
      the date on
      which the Additional Collateral Requirement is first satisfied.

     

    “Additional
      Collateral Requirement”
means
      the
      requirement, at all times after September 15, 2007, when the Full Stock Pledge
      Condition is not satisfied, that:

     

    [FREEPORT-MCMORAN
      COPPER
& GOLD INC. CREDIT AGREEMENT]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)
      the
      Administrative Agent shall have received from each Loan Party either (x) a
      counterpart of the Additional Collateral Agreement or (y) in the case of any
      Person that becomes a Loan Party after the Additional Collateral Date, a
      supplement to the Additional Collateral Agreement, in the form specified
      therein, duly executed and delivered on behalf of such Loan Party;

     

    (b)
      a security
      interest in all Indebtedness of FCX and each Subsidiary that is owing to any
      Loan Party (other than Indebtedness owned by FCX, which is governed by clause
      (e) of the definition of Collateral and Guarantee Requirement) shall have been
      granted pursuant to the Additional Collateral Agreement; and any such
      Indebtedness (other than Indebtedness of any Subsidiary owing to a Loan Party
      that is less than $25,000,000 in the aggregate for all such Indebtedness of
      such
      Subsidiary owing to such Loan Party) shall be evidenced by a promissory note,
      which shall have been delivered to the Collateral Agent, together with undated
      instruments of transfer with respect thereto endorsed in blank;

     

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

     

    (d)
      the
      Administrative Agent shall have received (i) a completed Additional Perfection
      Certificate dated the Additional Collateral Date and signed by the President,
      a
      Vice President or a Financial Officer of the Borrower, and (ii) the results
      of a
      lien search with respect to each Loan Party in the jurisdiction where such
      Loan
      Party is located (within the meaning of Section 9-307 of the Uniform Commercial
      Code as in effect in the State of New York) and, if applicable, all locations
      where such Loan Party owns, leases or operates a minehead and evidence
      reasonably satisfactory to the Administrative Agent that the Liens indicated
      by
      such search are permitted by Section 6.02 or have been released.

     

    (e)
      the
      Administrative Agent shall have received (i) counterparts of a Mortgage with
      respect to each Mortgaged Property duly executed and delivered by the record
      owner of such Mortgaged Property, (ii) a title report issued by a nationally
      recognized title insurance company with respect to each fee interest and
      patented claim included in each Mortgaged Property (other than any such fee
      interest or patented claim as to which the Administrative Agent shall have
      agreed that no such title report shall be required), and (iii) such legal
      opinions (but not including any “title” opinions) and other documents as the
      Collateral Agent may reasonably request with respect to any such Mortgage;
      the
      Mortgaged Properties subject to Mortgages shall at all times on and after the
      Additional Collateral Date include (x) in the case of producing properties
      and
      real properties owned by any Permitted Guarantor as of the Effective Date,
      each
      property that is set forth on Schedule 1.01D and (y) in the case of producing
      properties and real properties acquired by any Permitted Guarantor after the
      Effective Date, each such property having a fair market value, as reasonably
      determined by FCX, in excess of $100,000,000;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)
      the
      Administrative Agent shall have received evidence that any additional insurance
      required on and after the Additional Collateral Date by the Additional Security
      Documents is in effect;

     

    (g)
      the
      Intellectual Property subject to the Lien of the Additional Collateral Agreement
      shall constitute all the United States intellectual property owned by the
      Borrower and the Permitted Guarantors that is material to their business;
      neither the Borrower nor any Loan Party shall own any United States intellectual
      property that is not subject to the Lien of the Additional Collateral Agreement
      the loss of the use of which would materially and adversely affect the
      operations of the Borrower and its Subsidiaries; and

     

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

     

    Notwithstanding
      the
      foregoing, (A) assets may be excluded from the Collateral required to be
      provided under the Additional Collateral Requirement in circumstances (x) where
      the Borrower and the Agents mutually agree that the cost of obtaining a security
      interest or pledge in such assets are excessive in relation to the benefit
      to
      the Lenders of the security to be afforded thereby or (y) where such assets
      may
      not be subjected to a Lien securing the Secured Obligations pursuant to
      agreements permitted pursuant to Section 6.10 and (B) no Indonesian Subsidiary
      shall be required to provide any Guarantee of the Obligations or any Collateral
      to secure the Obligations pursuant to the Additional Collateral Requirement.
      

     

    “Additional
      Perfection Certificate”
means
      the
      perfection certificate executed by the Borrower substantially in the form of
      Exhibit B-2.

     

    “Additional
      Security Documents”
means
      the
      Additional Collateral Agreement, the Mortgages, each control agreement delivered
      pursuant to the Additional Collateral Agreement and each other security
      agreement or other instrument or document executed and delivered in satisfaction
      of the Additional Collateral Requirement.

     

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

     

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

     

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

     

    “Affiliate
      Subordination Agreement”
means
      the
      Affiliate Subordination Agreement among the Borrower, the Subsidiaries from
      time
      to time party thereto and the Administrative Agent, substantially in the form
      of
      Exhibit F.

     

    “Agents”
means,
      collectively, the Administrative Agent, the Collateral Agent and the Syndication
      Agent.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Agreement”
has
      the meaning
      assigned to such term in the preamble hereto.

     

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

     

    “Applicable
      Percentage”
means,
      at any
      time with respect to any Revolving Lender, the percentage of the aggregate
      Revolving Commitments represented by such Lender’s Revolving Commitment at such
      time. If the Revolving Commitments have terminated or expired, the Applicable
      Percentages shall be determined based upon the Revolving Commitments
      most-recently in effect, giving effect to any assignments of Revolving Loans,
      LC
      Exposures and Swingline Exposures that occur after such termination or
      expiration.

     

    “Applicable
      Rate”
means,
      for any
      day (a) with respect to any Tranche B Term Loan, (i) 0.75% per annum, in the
      case of an ABR Loan, or (ii) 1.75% per annum, in the case of a Eurodollar Loan,
      and (b) with respect to any Loan that is a Tranche A Term Loan or Revolving
      Loan, or with respect to the commitment fees payable hereunder, as the case
      may
      be, the applicable rate per annum set forth below under the caption “ABR
      Spread”, “Eurodollar Spread”, or “Commitment Fee Rate”, as the case may be,
      based upon the Credit Ratings by Moody’s and S&P applicable on such
      date:

     

    
      	
              Credit
                Ratings:

            	
              Eurodollar
                Spread

              (bps
                per
                annum)

            	
              ABR
                Spread 

              (bps
                per
                annum)

            	
              Commitment
                Fee Rate

              (bps
                per
                annum)

            
	
              Category
                1

               

              BBB/Baa2
                or
                higher

            	
               

               

              100

            	
               

               

              0

            	
               

               

              20

            
	
              Category
                2

               

              BBB-/Baa3

            	
               

               

              125

            	
               

               

              25

            	
               

               

              25

            
	
              Category
                3

               

              BB+/Ba1

            	
               

               

              150

            	
               

               

              50

            	
               

               

              37.5

            
	
              Category
                4

               

              BB/Ba2

            	
               

               

              150

            	
               

               

              50

            	
               

               

              50

            
	
              Category
                5

               

              BB-/Ba3
                or
                lower

            	
               

               

              175

            	
               

               

              75

            	
               

               

              50

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

     

    “Assignment
      and
      Assumption”
means
      an
      assignment and assumption entered into by a Lender and an assignee (with the
      consent of any party whose consent is required by Section 9.04), and
      accepted by the Administrative Agent, in the form of Exhibit A attached
      hereto or any other form approved by the Administrative Agent.

     

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

     

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

     

    “Attributable
      Debt Payments”
means,
      for FCX
      and the Restricted Subsidiaries for any period, all payments made during such
      period in respect of Attributable Debt.

     

    “Available
      Domestic Cash”
means,
      as of any
      date, the aggregate amount of cash and Permitted Investments held on such date
      by FCX, any Restricted Subsidiary that is incorporated or organized under the
      laws of the United States of America, any State thereof or the District of
      Columbia or any Guarantor, other than cash and Permitted Investments (a) held
      in
      accounts outside the United States of America or (b) subject to any


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Lien
      securing
      Indebtedness or other obligations (other than any Lien under the Loan Documents
      or “Loan Documents” (as defined in the Restated Credit Agreement)).

     

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

     

    “Borrower”
means
      FCX.

     

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

     

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

     

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

     

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

     

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

     

    “CFC”
shall
      mean (a)
      each person that is a "controlled foreign person" for purposes of the Code
      and
      (b) each Subsidiary of each such controlled foreign person. 

     

    “Change
      in
      Control”
means
      (a) the failure of FCX to own, either directly or through its wholly owned
      Subsidiaries, PTFI Shares representing at least 80% of the aggregate ordinary
      voting power attributable to all of the issued and outstanding PTFI Shares
      (or
      following a transaction permitted under Section 6.05(c), the minimum percentage
      of PTFI Shares then permitted to be held by FCX); (b) the acquisition of
      ownership, directly or indirectly, beneficially or of record, by any Person
      or
      group (within the meaning of the Securities Exchange Act of 1934 and the rules
      of the Securities and Exchange Commission thereunder as in effect on the date
      hereof) of Equity Interests representing more than 50% of the aggregate ordinary
      voting power represented by the issued and outstanding Equity Interests in
      FCX;
      (c) occupation of a majority of the seats (other than vacant seats) on the
      board of directors of FCX by Persons who were not (i) members of the board
      of
      directors of FCX on the Effective Date or (ii) appointed as, or nominated
      for election as, directors by a majority of directors referred to in clause
      (i)
      above or approved pursuant to this clause (ii); or (d) the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    occurrence
      of any
“Change of Control” or “Change in Control” as defined in the Senior Notes
      Documents or in any indenture or other governing agreement relating to any
      Material Indebtedness of FCX or any Disqualified Stock of FCX (to the extent
      the
      aggregate amount of the applicable Disqualified Stock exceeds
      $100,000,000).

     

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

     

    “Class”,
      when used in
      reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
      comprising such Borrowing, are Revolving Loans, Tranche A Term Loans, Tranche
      B
      Term Loans or Swingline Loans and, when used in reference to any Commitment,
      refers to whether such Commitment is a Revolving Commitment, Tranche A
      Commitment or Tranche B Commitment.

     

    “Class”,
      when used in
      reference to any Lender, refers to whether such Lender has a Loan or Commitment
      with respect to a particular Class.

     

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

     

    “Collateral”
means
      any and all
“Collateral”, as defined in any applicable Security Document, or any asset or
      right in which a Lien is granted in favor of the Collateral Agent pursuant
      to
      any Security Document, and shall also after the Additional Collateral Date
      include the Mortgaged Properties.

     

    “Collateral
      Agent”
means
      JPMCB in
      its capacity as Collateral Agent under the Collateral Agreement and other
      Security Documents.

     

    “Collateral
      Agreement”
means
      the
      Guarantee and Collateral Agreement among the Borrower, the Subsidiary Guarantors
      and the Collateral Agent, substantially in the form of Exhibit D-1. In the
      event
      that the Guarantee provided by PTII is provided in a document other than the
      Collateral Agreement, references herein to the Collateral Agreement shall be
      deemed to include such other document to the extent of such
      Guarantee.

     

    “Collateral
      and
      Guarantee Minimum Requirement”
means,
      at any
      time, the requirement that the combined assets and revenues of all the Permitted
      Guarantors that are not Loan Parties and of all the Permitted Pledgees the
      Equity Interests in which are not pledged to the extent required under clause
      (b) or (d), as applicable, of the definition of Collateral and Guarantee
      Requirement (other than Excluded Guarantors and Excluded Pledgees), taken
      together with all the assets and revenues of their subsidiaries, represent
      less
      than 5% of Consolidated Total Assets and less than 5% of Consolidated Revenues;
      provided
      that for purposes
      of the foregoing calculation, (i) subject to clause (F) of the definition of
      Collateral and Guarantee Requirement, the only pledge of PTFI Shares held by
      FCX
      required to satisfy the Collateral and Guarantee Minimum Requirement shall
      be
      the pledge required to be made on the Effective Date under the Restated Credit
      Agreement by the Third Amended and Restated FCX Pledge Agreement (PTFI Shares)
      (as defined therein), (ii) the PTFI Shares held by PTII shall not be required
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    to
      be pledged at any time, (iii) other than the PTII Shares, the Equity Interests
      in or owned by the other Indonesian Subsidiaries shall not be required to be
      pledged at any time and (iv) the failure to establish a Holdco in circumstances
      in which a Holdco is required shall be deemed to be the failure of a Permitted
      Guarantor to become a Subsidiary Guarantor.

     

    “Collateral
      and
      Guarantee Requirement”
means,
      at any
      time, the requirement that:

     

    (a)
      the Collateral
      Agent shall have received from each Loan Party (i) either (x) a counterpart
      of
      the Collateral Agreement, duly executed and delivered on behalf of such Loan
      Party or (y) in the case of any Person that becomes a Loan Party after the
      Effective Date, a supplement to the Collateral Agreement (or after the
      Additional Collateral Date, the Additional Collateral Agreement), in the form
      specified therein, duly executed and delivered on behalf of such Loan Party
      and
      (ii) with respect to any Loan Party that directly owns Equity Interests of
      a
      Foreign Subsidiary required to be pledged under paragraph (c) below, a
      counterpart of each Foreign Pledge Agreement that the Administrative Agent
      determines, based on the advice of counsel, to be necessary or advisable in
      connection with the pledge of, or the granting of security interests in, Equity
      Interests of such Foreign Subsidiary, in each case duly executed and delivered
      on behalf of such Loan Party and such Foreign Subsidiary;

     

    (b)
      (i) on and
      after the Effective Date, the Pledged PTII Shares shall have been pledged
      pursuant to the Third Amended and Restated FCX/ISI Pledge Agreement (PTII
      Shares) and the Collateral Agent shall have received (A) a copy of the relevant
      page(s) of the share register book of PTII, certified as true and complete
      by an
      authorized officer of PTII, reflecting the recordation made pursuant to the
      Articles of Association of PTII of the pledge by FCX and by International
      Support Inc. of the Pledged PTII Shares under the Third Amended and Restated
      FCX/ISI Pledge Agreement (PTII Shares), and (B) certificates representing the
      Pledged PTII Shares; and (ii) following, as applicable, the satisfaction of
      the
      Full Stock Pledge Condition or the Partial Stock Pledge Condition, the Pledged
      PTFI Shares shall have been pledged pursuant to the Fourth Amended and Restated
      FCX Pledge Agreement (PTFI Shares) and the Collateral Agent shall have received
      (1) a copy of the relevant page(s) of the share register book of PTFI, certified
      as true and complete by an authorized officer of PTFI, reflecting the
      recordation made pursuant to the Articles of Association of PTFI of the pledge
      by FCX of the Pledged PTFI Shares under the Fourth Amended and Restated FCX
      Pledge Agreement (PTFI Shares), and (2) certificates representing the Pledged
      PTFI Shares;

     

    (c)
      for purposes of
      determining whether the Collateral and Guarantee Requirement has been
      established on any date after July 31, 2007, FCX shall have used commercially
      reasonable efforts to satisfy the Full Stock Pledge Condition on or prior to
      July 31, 2007;

     

    (d)
      all outstanding
      Equity Interests in Permitted Pledgees (other than Equity Interests in the
      Excluded Pledgees, PTFI Shares and PTII Shares), in each case owned by or on
      behalf of any Loan Party (or any other Restricted Subsidiary (other than a
      CFC)
      that is not a Loan Party but is not precluded from pledging Equity Interests),
      shall have been pledged pursuant to the Collateral Agreement or a Foreign Pledge
      Agreement (except that the Loan Parties shall not be required to pledge more
      than 65% of the outstanding voting Equity Interests of any CFC that


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    is
      not a Loan Party) and the Collateral Agent shall (except in the case of any
      such
      Equity Interests that are not certificated securities) have received the
      certificates or other instruments representing all such Equity Interests,
      together with undated stock powers or other instruments of transfer with respect
      thereto endorsed in blank;

     

    (e)
      a security
      interest in all Indebtedness of any Subsidiary that is owing to FCX shall have
      been granted pursuant to the Collateral Agreement (or after the Additional
      Collateral Date, the Additional Collateral Agreement); and any such Indebtedness
      (other than Indebtedness of any Subsidiary owing to FCX that is less than
      $25,000,000 in the aggregate for all such Indebtedness of such Subsidiary owing
      to FCX) shall be evidenced by a promissory note, which shall have been delivered
      to the Collateral Agent, together with undated instruments of transfer with
      respect thereto endorsed in blank;

     

    (f)
      all documents
      and instruments, including Uniform Commercial Code financing statements, and
      all
      control agreements required in respect of deposit or securities accounts of
      FCX
      under the Collateral Agreement, required by law or reasonably requested by
      the
      Administrative Agent to be filed, registered or recorded to create the Liens
      intended to be created by the Security Documents and perfect such Liens to
      the
      extent required by, and with the priority required by, the Security Documents,
      shall have been filed, registered or recorded or delivered to the Administrative
      Agent or the Collateral Agent, as applicable, for filing, registration or
      recording;

     

    (g)
      the Collateral
      and Guarantee Minimum Requirement shall be satisfied; 

     

    (h)
      the Borrower
      shall have established each of the Holdcos referred to in clauses (a) and (b)
      of
      the definition of Holdco; all the Equity Interests in each Holdco shall have
      been pledged pursuant to the Collateral Agreement; and each Holdco shall be
      a
      Subsidiary Guarantor;

     

    (i)
      the Affiliate
      Subordination Agreement shall have been delivered to the Administrative Agent,
      and the Borrower, each other Loan Party and each Subsidiary that is not a Loan
      Party and holds Indebtedness of the Borrower or any other Loan Party in an
      aggregate principal amount greater than $20,000,000 shall be party
      thereto;

     

    (j)
      for purposes of
      determining whether the Collateral and Guarantee Requirement has been satisfied
      on any day after September 15, 2007, if the Full Stock Pledge Condition is
      not
      then satisfied, the Additional Collateral Requirement shall be satisfied;
      and

     

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

     

    Notwithstanding
      the
      foregoing:

     

    
      	
              (A)

            	
              Permitted
                Guarantors shall not be required to provide Guarantees or Liens on
                any of
                their assets if in the absence of such Guarantees the Collateral
                and
                Guarantee Minimum Requirement shall be
                satisfied.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (B)

            	
              Equity
                Interests in Permitted Pledgees shall not be required to be pledged
                if in
                the absence of such pledges the Collateral and Guarantee Minimum
                Requirement shall be satisfied.

            


    

     

    
      	
              (C)

            	
              Assets
                may be
                excluded from the Collateral and Permitted Guarantors may be excluded
                from
                Guarantee requirements in circumstances where (1) the Borrower and
                the
                Agents mutually agree (prior to the Effective Date in the case of
                assets
                and Subsidiaries held on the Effective Date) that the cost of obtaining
                a
                security interest or pledge in such assets or providing such a Guarantee
                are excessive in relation to the benefit to the Lenders of the security
                to
                be afforded thereby or (2) the granting of a Lien on any such assets
                or
                the provision of a Guarantee by any such Subsidiary shall require
                the
                consent of any Governmental Authority or any other Person that is
                not the
                Borrower or a Restricted Subsidiary and either (x) such consent has
                not
                been obtained despite commercially reasonable efforts of the Borrower
                and
                the Restricted Subsidiaries to obtain such consent or (y) the Borrower
                determines in good faith that requesting or obtaining such consent
                would
                be detrimental to the business of the Borrower and the Restricted
                Subsidiaries or to their relations with applicable Governmental
                Authorities or joint venture or other business partners or that such
                consents could not be obtained without the making of payments that
                are not
                de minimis
                in amount or
                the granting of material concessions to such Governmental Authorities
                or
                joint venture or business partners.

            


    

     

    
      	
              (D)

            	
              Equity
                Interests in Permitted Pledgees may be excluded or released from
                the
                Collateral and Permitted Guarantors may be excluded or released from
                the
                Guarantee requirements in the event of any Project Financing by a
                Project
                Financing Subsidiary (other than PD or PTFI) if the Borrower shall
                advise
                the Collateral Agent that (1) such exclusion or release of the Project
                Financing Subsidiary or its direct or indirect parent or parents
                will be
                required by the financing party or parties in connection with such
                Project
                Financing, and (2) a Subsidiary other than PD (which may be a new
                Holdco
                established for the purpose) that directly or indirectly holds such
                Project Financing Subsidiary as a subsidiary is a Guarantor or a
                Subsidiary the Equity Interests in which are pledged as Collateral
                to the
                extent required under clause (b) or (d), as applicable, of this definition
                of Collateral and Guarantee Requirement; provided,
                however,
                that no
                such Guarantee shall be released unless each Ratable Guarantee by
                the
                applicable Loan Party shall be released upon the release of such
                Loan
                Party’s Guarantee of the Secured
                Obligations.

            


    

     

    
      	
              (E)

            	
              None
                of PTFI,
                PTII or any other Indonesian Subsidiary will be required to provide
                any
                Collateral to secure the Secured
                Obligations.

            


    

     

    
      	
              (F)

            	
              The
                Borrower
                shall be deemed to have satisfied the requirements of this Collateral
                and
                Guarantee Requirement on the Effective Date notwithstanding the failure
                to
                satisfy all the requirements set forth above so long as (i) the Borrower
                shall have used its commercially reasonable efforts to satisfy all
                such
                requirements and (ii) the Borrower shall have satisfied the above
                requirements with respect to (1) all Collateral the security interests
                in
                which may be perfected by the filing of a UCC financing statement
                and the
                security agreement giving rise to the security interest therein,
                (2)
                subject to the next sentence below, the pledge of substantially all
                the
                Equity Interests intended to be included in the Collateral (it being
                understood that satisfaction of neither the Partial Stock Pledge
                Condition
                nor the Full Stock Pledge Condition is required on the Effective
                Date) and
                (3) the continuation of the Guarantees and the collateral provided
                to
                secure the Restated Credit Agreement


            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	under the FI Security
              Documents (as defined therein) that are governed by New York law. For
              the
              avoidance of doubt, no Loan Document or FI Security Document governed
              by
              Indonesian law or subject to Indonesian notarial requirements shall
              be
              required to be in effect on the Effective Date to satisfy the Collateral
              and Guarantee Requirement hereunder and under the Restated Credit
              Agreement so long as the Borrower shall have used its commercially
              reasonable efforts to have such documents in effect on the Effective
              Date.
              It is understood that while not a condition precedent to the Effective
              Date, satisfaction of the remainder of the Collateral and Guarantee
              Requirement shall be required to be completed on or prior to April
              2,
              2007, and the failure to satisfy any such remaining requirement prior
              to
              such date shall not constitute a breach of the Collateral and Guarantee
              Requirement. Completion of such requirements shall include delivery
              of all
              opinions that would have been required to be delivered in connection
              therewith on the Effective Date had such requirements been satisfied
              on
              the Effective Date. The Administrative Agent may grant extensions of
              time
              for the satisfaction of the Collateral and Guarantee Requirement in
              respect of any particular Collateral or any particular Subsidiary if
              it
              determines that the satisfaction of the Collateral and Guarantee
              Requirement with respect to such Collateral or such Subsidiary cannot
              be
              accomplished without undue expense or unreasonable effort by the time
              or
              times at which it would otherwise be required to be satisfied under
              this
              Agreement or any Security Document.


    

     

    “Collateral
      Shortfall Period”
means
      any period
      (a) beginning on or after July 31, 2007, during which neither the Full Stock
      Pledge Condition nor the Partial Stock Pledge Condition is satisfied or (b)
      beginning on or after September 15, 2007, during which neither (i) the Full
      Stock Pledge Condition is satisfied nor (ii) both the Partial Stock Pledge
      Condition and the Additional Collateral Requirement are satisfied.

     

    “Commitment”
means
      a Revolving
      Commitment, Swingline Commitment, Tranche A Commitment or Tranche B Commitment,
      or any combination thereof (as the context requires).

     

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

     

    “Confidential
      Information Materials”
means
      the
      confidential information materials dated February 2007 relating to the Borrower
      and the Transactions.

     

    “Consolidated
      Adjusted Net Income”
means,
      for any
      period, the net income of FCX and its Subsidiaries for such period; provided,
however,
      that there shall
      not be included in the calculation of such Consolidated Adjusted Net
      Income:

     

    (1)
      any net income
      of any Person (other than FCX) if such Person is not a Restricted Subsidiary,
      except that: (A) subject to the limitations contained in clause (4) below,
      FCX’s
      equity in the net income of any such person for such period shall be included
      in
      such Consolidated Adjusted Net Income up to the aggregate amount of cash
      actually distributed by such Person during such period to FCX 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) FCX’s equity in a net loss
      of any such Person for such period shall be included in determining such
      Consolidated Adjusted Net Income;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2)
      any net income
      (or loss) of any Person acquired by FCX or a Subsidiary of FCX 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;

     

    (3)
      any net income
      (or loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject
      to restrictions, directly or indirectly, on the payment of dividends or the
      making of distributions by such Restricted Subsidiary, directly or indirectly,
      to FCX, except that: (A) subject to the limitations contained in clause (4)
      below, FCX’s equity in the net income of any such Restricted Subsidiary for such
      period shall be included in such Consolidated Adjusted Net Income up to the
      aggregate amount of cash actually distributed by such Restricted Subsidiary
      during such period to FCX or another Restricted Subsidiary as a dividend or
      other distribution (subject, in the case of a dividend or other distribution
      made to another Restricted Subsidiary, to the limitation contained in this
      clause); and (B) FCX’s equity in a net loss of any such Restricted Subsidiary
      for such period shall be included in determining such Consolidated Adjusted
      Net
      Income;

     

    (4)
      any gain (or
      loss) realized upon the sale or other disposition of any asset of FCX or its
      Subsidiaries (including pursuant to any sale and 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 Equity
      Interest in any Person;

     

    (5)
      any
      extraordinary, unusual or non-recurring gain or loss;

     

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

     

    (7)
      any non-cash
      gain or loss attributable to any Hedging Agreement relating to commodity prices
      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 Effective Date
      and
      that are so required to be established as a result of the Transactions in
      accordance with GAAP;

     

    (9)
      any increase in
      amortization, depletion 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 Effective 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;

     

    (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 recognized 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, there shall be
      excluded from Consolidated Adjusted Net Income any dividends, repayments of
      loans or advances or other transfers of assets from Unrestricted Subsidiaries
      to
      FCX or a Restricted Subsidiary to the extent such dividends, repayments or
      transfers reduce the Restricted Uses.

     

    “Consolidated
      EBITDA”
means,
      for any
      period, Consolidated Net Income for such period plus (a) without
      duplication and to the extent deducted in determining such Consolidated Net
      Income, the sum of (i) consolidated interest expense and Attributable Debt
      Payments for such period, (ii) consolidated income tax expense for such
      period, (iii) all amounts attributable to depreciation and amortization for
      such period, (iv) any extraordinary charges or significant nonrecurring
      non-cash charges or non-cash charges resulting from requirements to
      mark-to-market derivative obligations (including commodity-linked securities)
      for such period (provided
      that any cash
      payment made with respect to any such non-cash charge shall be subtracted in
      computing Consolidated EBITDA for the period in which such cash payment is
      made), (v) any impairment charges or asset write offs or amortization related
      to
      intangible assets and long-lived assets pursuant to GAAP (including pursuant
      to
      Statement of Financial Accounting Standards No. 141, 142 or 144), (vi)
      integration expenses in connection with the Transactions and any restructuring
      charges and reserves, (vii) fees and expenses in respect of the Transactions,
      (viii) fees and expenses in respect of consummated or proposed acquisitions,
      dispositions or financings, (ix) any purchase accounting adjustments and any
      step-ups with respect to re-valuing assets and liabilities in connection with
      the Transactions or any acquisition or Investment consummated after the
      Effective Date (including any increase in amortization, depletion or
      depreciation, increase in cost of goods sold attributable to metal inventories
      or any one-time non-cash charges), (x) other non-cash charges, including
      non-cash charges attributable to stock options and other stock-based
      compensation, (xi) any costs or expenses incurred by the Borrower or a
      Restricted Subsidiary pursuant to any management equity plan or stock option
      plan or any other management or employee benefit plan or agreement or any stock
      subscription or stockholders agreement, to the extent that such costs or
      expenses are funded with cash proceeds contributed to the capital of the
      Borrower or net cash proceeds of issuance of Equity Interests of the Borrower,
      (xii) charges attributable to liability or casualty events or business
      interruption, to the extent covered (or reasonably expected to be covered)
      by
      insurance and (xiii) payments made in respect of obligations of the types
      included in clause (j) of the definition of Indebtedness; minus (b) without
      duplication and to the extent included in determining such Consolidated Net
      Income, any extraordinary gains or non-cash gains for such period; and plus
      or
      minus, as applicable, (c) without duplication and to the extent deducted or
      included, as the case may be, in determining such Consolidated Net Income (i)
      any after-tax effect of gains or losses (less all fees and expenses relating
      thereto) attributable to asset dispositions other than in the ordinary course
      of
      business, as determined in good faith by the Borrower, (ii) any net after-tax
      gains or losses from early extinguishment of Indebtedness or hedging obligations
      or other derivative instruments, including without limitation, any write-off
      of
      deferred financing costs, (iii) any net non-cash gain or loss resulting from
      currency translation gains or losses related to currency re-measurements of
      Indebtedness, (iv) the cumulative effect of a change in accounting principles
      and (v) any net after-tax income or loss from discontinued operations and any
      net after-tax gain or loss on disposal of discontinued operations, all
      determined on a consolidated basis in accordance with GAAP. Notwithstanding
      anything to the contrary contained herein, Consolidated EBITDA shall


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    be
      deemed to be $2,615,500,000, $2,455,700,000 and $2,355,500,000, respectively,
      for the fiscal quarters ended June 30, 2006, September 30, 2006 and December
      31,
      2006.

     

    For
      the purposes of
      calculating Consolidated EBITDA for any period of four consecutive fiscal
      quarters (each, a “Reference
      Period”),
      if during such
      Reference Period (or, in the case of pro forma calculations, during the period
      from the last day of such Reference Period to and including the date as of
      which
      such calculation is made) FCX or any Restricted Subsidiary shall have made
      a
      Material Disposition or Material Acquisition, Consolidated EBITDA for such
      Reference Period shall be calculated after giving pro forma effect thereto
      as if
      such Material Disposition or Material Acquisition occurred on the first day
      of
      such Reference Period (with the Reference Period for the purposes of pro forma
      calculations being the most recent period of four consecutive fiscal quarters
      for which the relevant financial information is available). As used in this
      definition, “Material
      Acquisition”
means
      any
      acquisition of property or series of related acquisitions of property that
      (a)
      constitutes assets comprising all or substantially all of an operating unit
      of a
      business or constitutes common stock of any Person and (b) involves
      consideration in excess of $200,000,000; and “Material Disposition” means any
      sale, transfer or other disposition of property or series of related sales,
      transfers or other dispositions of property that (a) involves assets comprising
      all or substantially all of an operating unit of a business or involves common
      stock of any Person owned by the Borrower and the Restricted Subsidiaries and
      (b) yields gross proceeds to the Borrower or any Restricted Subsidiary in excess
      of $200,000,000.

     

    “Consolidated
      Net
      Income”
means,
      for any
      period, the net income or loss of FCX and the Restricted Subsidiaries for such
      period determined on a consolidated basis in accordance with GAAP; provided
      that there shall
      be excluded the income or loss of any Person accrued prior to the date it
      becomes a Restricted Subsidiary or is merged into or consolidated with FCX
      or
      any Restricted Subsidiary or the date that such Person’s assets are acquired by
      FCX or any Restricted Subsidiary. 

     

    Notwithstanding
      anything to the contrary contained herein, solely for purposes of calculating
      Consolidated EBITDA, Consolidated Net Income shall be (a) computed without
      deduction for minority interests and (b) subject to the final paragraph of
      the
      definition of “Consolidated EBITDA”.

     

    “Consolidated
      Revenues”
means,
      at any
      time, the revenues of FCX and the Restricted Subsidiaries, as set forth in
      the
      most recent consolidated statement of income of FCX and the Restricted
      Subsidiaries delivered pursuant to Section 5.01 (or, prior to any such delivery,
      referred to in Section 3.04(c)) on such date of determination, determined on
      a
      consolidated basis in accordance with GAAP.

     

    “Consolidated
      Total Assets”
means,
      at any
      time, the total assets of the Borrower and the Restricted Subsidiaries, as
      set
      forth in the most recent consolidated balance sheet of the Borrower and the
      Restricted Subsidiaries delivered pursuant to Section 5.01 (or (x) prior to
      any
      such delivery, the balance sheet referred to in Section 3.04(c), and (y) for
      purposes of determining compliance with the Collateral and Guarantee Minimum
      Requirement prior to the completion of purchase accounting allocations in
      respect of the Transactions, the balance sheets referred to in Section 3.04(a)
      and (b)) on or prior to such date of determination, determined on a consolidated
      basis in accordance with GAAP.

     

    “Contract
      of
      Work”
means
      the
      Contract of Work made December 30, 1991, between the Ministry of Mines of
      the Government of the Republic of Indonesia, acting for and on behalf of the
      Government of the Republic of Indonesia, and PTFI, 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    together
      with any
      related implementation agreement or Memorandum of Understanding with such
      Ministry of Mines acting on behalf of the Government of the Republic of
      Indonesia, after giving effect to the PT-Rio Tinto Indonesia COW
      Assignment.

     

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

     

    “Credit
      Rating”
means
      a rating
      assigned by S&P or Moody’s to the credit facilities provided by this
      Agreement.

     

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

     

    “Designated
      Noncash Consideration”
means
      the fair
      market value of noncash consideration received by FCX or a Restricted Subsidiary
      in connection with an asset disposition pursuant to Section 6.05(b) that is
      designated as Designated Noncash Consideration pursuant to a certificate of
      a
      Financial Officer of FCX delivered to the Administrative Agent, setting forth
      the basis of such valuation (which amount will be reduced by the fair market
      value of the portion of the noncash consideration converted to cash within
      180
      days following the consummation of the applicable asset
      disposition).

     

    “Designation”
has
      the meaning
      assigned to such term in Section 6.13(a).

     

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

     

    “Disqualified
      Stock”
means,
      with
      respect to any Person, any Equity Interests of such Person that, by its terms
      (or by the terms of any security or other Equity Interests into which it is
      convertible or for which it is redeemable or exchangeable either mandatorily
      or
      at the option of the holder thereof), or upon the happening of any event or
      condition (a) matures or is mandatorily redeemable (other than solely for
      Qualified Stock and cash in lieu of fractional shares of Qualified Stock),
      pursuant to a sinking fund obligation or otherwise (except as a result of a
      change of control or asset sale to the extent the terms of such Equity Interests
      provide that such Equity Interests shall not be required to be repurchased
      or
      redeemed until the repayment in full of the Loans and all other Secured
      Obligations that are accrued and payable and the termination of the Commitments
      have occurred or such repurchase or redemption is otherwise permitted by this
      Agreement (including as a result of a waiver hereunder)), (b) is redeemable
      at
      the option of the holder thereof (other than solely for Qualified Stock and
      cash
      in lieu of fractional shares of Qualified Stock), in whole or in part, or (c)
      is
      or becomes convertible into or exchangeable for Indebtedness or any other Equity
      Interests that would constitute Disqualified Stock, in each case, prior to
      the
      date that is 91 days after the Tranche B Maturity Date; provided,
however,
      that only the
      portion of the Equity Interests that so mature or are mandatorily redeemable,
      are so convertible or exchangeable or are so redeemable at the option of the
      holder thereof prior to such date shall be deemed to be Disqualified Stock;
      provided further,
however,
      that if any
      Equity Interests are issued to any employee or to any plan for the benefit
      of
      employees of FCX or its Subsidiaries or by any such plan to such employees,
      such
      Equity Interests shall not constitute Disqualified Stock solely because they
      may
      be required to be repurchased by FCX or a Subsidiary in order to satisfy
      applicable statutory or regulatory obligations or as a result of such employee’s
      termination, death or disability.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “Effective
      Date”
means
      the date on
      which the conditions specified in Section 4.01 are satisfied (or waived in
      accordance with Section 9.02).

     

    “Environmental
      Laws”
means
      all laws,
      rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
      notices or binding agreements issued, promulgated or entered into by any
      Governmental Authority, relating in any way to the environment, preservation
      or
      reclamation of natural resources, the management, release or threatened release
      of or exposure to any hazardous or toxic substances, materials or
      wastes.

     

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

     

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

     

    “Equity
      Proceeds”
shall
      mean the
      Net Proceeds received by FCX from the issuance or sale by FCX of common stock
      of
      FCX or preferred stock (other than Disqualified Stock) of FCX (other than sales
      of such stock to directors, officers or employees of FCX or any Subsidiary
      in
      connection with employee compensation and incentive arrangements).

     

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

     

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

     

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


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    receipt
      by the
      Borrower or any ERISA Affiliate of any notice, or the receipt by any
      Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
      concerning the imposition of Withdrawal Liability or a determination that a
      Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
      within the meaning of Title IV of ERISA.

     

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

     

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

     

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

     

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

     

    “Excess
      Cash
      Flow”
means,
      for any
      fiscal year of FCX, the sum (without duplication) of:

     

    (a)  the
      amount of net
      cash provided by operating activities that is or would be reflected on a
      consolidated statement of cash flows for the Borrower and the Restricted
      Subsidiaries for such fiscal year prepared in accordance with GAAP; minus

     

    (b)  the
      aggregate cash
      consideration paid in respect of any acquisition from any Person that is not,
      prior to such acquisition, the Borrower or a Restricted Subsidiary, of any
      Equity Interests in any Person or any assets constituting a business unit
      (except to the extent attributable to the incurrence of Capital Lease
      Obligations or Attributable Debt or otherwise financed by incurring Long-Term
      Indebtedness (excluding Indebtedness in respect of the Revolving Loans or
      revolving loans under the Restated Credit Agreement), by issuing Equity
      Interests (other than to the Borrower or any Restricted Subsidiary), through
      the
      receipt of capital contributions (other than capital contributions made by
      the
      Borrower or any Restricted Subsidiary) or using the proceeds of any disposition
      of assets outside the ordinary course of business or other proceeds not
      reflected in net cash provided by operating activities (collectively,
“Excluded
      Sources”));
minus

     

    (c)  the
      sum of Capital
      Expenditures paid in cash during such period (except to the extent financed
      by
      Excluded Sources); minus

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  to
      the extent not
      constituting a Restricted Use, the aggregate amount of Investments in
      Unrestricted Subsidiaries permitted by Section 6.04 made in cash during such
      period (except to the extent attributable to Excluded Sources); minus

     

    (e)  the
      amount, if any,
      by which Restricted Cash at the end of such fiscal year is greater than
      Restricted Cash at the beginning of such fiscal year (except to the extent
      such
      increase was funded from Excluded Sources); plus

     

    (f)  the
      amount, if any,
      by which Restricted Cash at the end of such fiscal year is less than Restricted
      Cash at the beginning of such fiscal year; minus

     

    (g)  the
      amount of cash
      payments of dividends on common stock of the Borrower during such period and
      the
      amount of cash redemptions of preferred stock of the Borrower during such
      period, in each case to the extent permitted by Section 6.08(a)(ii) or (iii)
      and
      the amount of other cash payments of dividends on preferred stock during such
      period; minus

     

    (h)  the
      aggregate
      principal amount of Indebtedness repaid or prepaid during such fiscal year,
      excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit,
      loans under the Restated Credit Agreement or other revolving credit facilities
      (unless there is a corresponding reduction in the aggregate Revolving
      Commitments or the commitments in respect of such other revolving credit
      facilities, as the case may be), (ii) Term Loans prepaid pursuant to Section
      2.10(a), (c) or (d), and (iii) repayments of Indebtedness financed from Excluded
      Sources; minus

     

    (i)  the
      amount, if any,
      by which the aggregate amount of cash and Permitted Investments held by
      Restricted Subsidiaries that are Foreign Subsidiaries at the end of such fiscal
      year is greater than the aggregate amount held by them at the beginning of
      such
      fiscal year; plus

     

    (j)  the
      amount, if any,
      by which the aggregate amount of cash and Permitted Investments held by
      Restricted Subsidiaries that are Foreign Subsidiaries at the end of such fiscal
      year is less than the aggregate amount held by them at the beginning of such
      fiscal year; minus

     

    (k)  except
      to the
      extent otherwise deducted in calculating net cash, dividends or other
      distributions made in respect of minority interests in Restricted Subsidiaries;
      minus

     

    (l)  fees,
      expenses and
      premiums paid in respect of the Transactions, consummated or proposed
      acquisitions, dispositions or financings and repayments, prepayments or
      redemptions of Indebtedness.

     

    For
      purposes of
      this definition, “Restricted
      Cash”
means
      the
      aggregate amount of cash and Permitted Investments of FCX and the Restricted
      Subsidiaries that are (a) subject to Liens securing (i) letters of credit,
      (ii)
      obligations under Hedging Agreements or (iii) interest reserve accounts or
      (b)
      subject to Liens securing, or held in cash reserve funds for, environmental
      liabilities, assurances and reclamations.

     

    “Excluded
      Guarantors”
means
      each of (a)
      for so long as the applicable contractual restrictions remain in effect, Phelps
      Dodge Morenci, Inc., PD Ojos del Salado, Inc. and PD Candelaria, Inc., (b)
      Phelps Dodge Katanga Corporation, Eastern Mining Company, FM Services Company
      and Overseas Service Company, (c) each 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subsidiary
      included
      in the international wire and cable business of PD and set forth on Schedule
      1.01E and (d) each other Permitted Guarantor formed or acquired after the
      Effective Date which the Administrative Agent shall have agreed in accordance
      with clause (C)(1), or the Borrower shall have determined in accordance with
      clause (C)(2), in each case of the definition of Collateral and Guarantee
      Requirement shall not be required to provide a guarantee.

     

    “Excluded
      Pledgees”
means
      each of (a)
      at all times that an intercompany note representing substantially all its assets
      is pledged in accordance with the Collateral Agreement, Freeport Finance Company
      B.V., (b) for so long as the applicable contractual restrictions remain in
      effect, Cyprus Climax Metals Company and Sociedad Minera Cerro Verde S.A.A.,
      (c)
      Phelps Dodge Katanga Corporation , Lundin Holdings Ltd., Tenke Fungurume,
      Sociedad Contractual Minera el Abra and Overseas Service Company, (d) each
      Subsidiary included in the international wire and cable business of PD and
      set
      forth on Schedule 1.01E and (e) each other Permitted Pledgee formed or acquired
      after the Effective Date the Equity Interests in which the Administrative Agent
      shall have agreed in accordance with clause (C)(1), or the Borrower shall have
      determined in accordance with clause (C)(2), in each case of the definition
      of
      Collateral and Guarantee Requirement shall not be required to be
      pledged.

     

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

     

    “Existing
      Credit
      Agreement”
means
      the Amended
      and Restated Credit Agreement dated as of July 25, 2006, among FCX, PTFI, the
      lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent,
      issuing bank, security agent, JAA security agent and documentation agent and
      U.S. Bank Trust National Association, as FI trustee, which amended and restated
      the Amended and Restated Credit Agreement dated as of September 30, 2003, which
      amended and restated the Amended and Restated Credit Agreement dated as of
      October 19, 2001, which amended and restated both the Credit Agreement
      originally dated as of October 27, 1989 and amended and restated as of June
      1,
      1993 and the Credit Agreement originally dated as of June 30, 1995.

     

    “Existing
      Indebtedness”
means
      the
      indebtedness for borrowed money set forth on Schedule 6.01.

     

    “Existing
      Letters
      of Credit”
means
      the
      existing letters of credit issued under the PD Credit Agreement or the Existing
      Credit Agreement and listed on Schedule 1.01B. The Borrower shall be deemed
      to
      have requested the issuance of each Existing Letter of Credit for purposes
      hereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “FCX”
means
      Freeport-McMoRan Copper & Gold Inc., a Delaware corporation, and following
      any merger or consolidation permitted under Section 6.03(a) to which FCX is
      a
      party and is not the surviving Person, such surviving Person.

     

    “FCX
      Assisted
      PTFI Sale”
means
      a
      Qualifying PTFI Sale Transaction in respect of which FCX and/or PTFI may, at
      its
      option, provide an unsecured Guarantee in accordance with the provisions of
      Section 6.01(a)(vii).

     

    “FCX
      Pledge
      Agreements”
means
      the Fourth
      Amended and Restated FCX Pledge Agreement (PTFI Shares) and the Third Amended
      and Restated FCX/ISI Pledge Agreement (PTII Shares).

     

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

     

    “FI
      Obligations”
means
      the
“Obligations” as defined under the Restated Credit Agreement.

     

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

     

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

     

    “Financial
      Covenants”
means
      the
      covenants set forth in Sections 6.14 and 6.15.

     

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

     

    “Foreign
      Lender”
means
      any Lender
      that is organized under the laws of a jurisdiction other than that in which
      the
      Borrower is located. For purposes of this definition, the United States of
      America, each State thereof and the District of Columbia shall be deemed to
      constitute a single jurisdiction.

     

    “Foreign
      Pledge
      Agreement”
means
      the FCX
      Pledge Agreements and a pledge or charge agreement with respect to each other
      portion of the Collateral that constitutes Equity Interests of a Foreign
      Subsidiary, in form and substance reasonably satisfactory to the Administrative
      Agent.

     

    “Foreign
      Subsidiary”
means
      any
      Subsidiary that is organized under the laws of a jurisdiction other than the
      United States of America, any State thereof or the District of
      Columbia.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Fourth
      Amended
      and Restated FCX Pledge Agreement (PTFI Shares)”
means
      an amended
      and restated pledge agreement delivered in satisfaction of the Full Stock Pledge
      Condition or the Partial Stock Pledge Condition, with such modifications as
      may
      be necessary to effect such satisfaction and in form and substance reasonably
      satisfactory to the Collateral Agent, pursuant to which FCX grants a perfected
      first priority security interest under Indonesian law in the Pledged PTFI Shares
      for the ratable benefit of the holders of the Obligations, the Ratable FCX
      Obligations and the FI Obligations.

     

    “Full
      Stock
      Pledge Condition”
means
      the pledge
      by FCX pursuant to the Fourth Amended and Restated FCX Pledge Agreement (PTFI
      Shares), to secure the Secured Obligations, the Ratable FCX Obligations and
      the
      FI Obligations, of a portion of the Equity Interests in PTFI not less than
      the
      greater of (a) all the Equity Interests it owns directly in PTFI and (b) at
      all
      times when the aggregate principal amount of the Term Loans, the Revolving
      Commitments and the revolving commitments under the Restated Credit Agreement
      shall be greater than or equal to $8,000,000,000, a percentage of all the Equity
      Interests in PTFI that, together with the Equity Interests in PTFI then held
      by
      PTII, equals 80%, and at all other times, a percentage of all Equity Interests
      in PTFI that, together with the Equity Interests in PTFI held by PTII, equals
      70%. A sale of Equity Interests in PTFI in compliance with Section 6.05(c)(ii)
      that does not reduce the percentage of all the Equity Interests in PTFI held
      directly by FCX, taken together with the Equity Interests in PTFI then held
      by
      PTII, to less than 70% of all the Equity Interests in PTFI shall not cause
      the
      Full Stock Pledge Condition not to be satisfied, so long as all remaining Equity
      Interests in PTFI held directly by FCX (which, together with the Equity
      Interests in PTFI then held by PTII, shall be not less than the applicable
      percentage specified in clause (b) above of all the Equity Interests in PTFI)
      remain subject to the pledge under the FCX Pledge Agreements securing the
      Secured Obligations, the Ratable FCX Obligations and the FI
      Obligations.

     

    “Funded
      Debt”
of
      any Person
      means Indebtedness of such Person of the types referred to in clauses (a),
      (b),
      (c), (d), (e), (h), (j) and (k) of definition thereof and all Indebtedness
      of
      the types referred to in clauses (f), (g) and (i) of such definition relating
      to
      Indebtedness of others of the types referred to in such clauses (a), (b), (c),
      (d), (e), (h), (j) and (k).

     

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

     

    “Governmental
      Authority”
means
      the
      government of the United States of America, any other nation or any political
      subdivision thereof, whether state or local, and any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or pertaining to government (including any supra-national bodies
      such as the European Union or the European Central Bank).

     

    “Guarantee”
of
      or by any
      Person (the “guarantor”)
      means any
      obligation, contingent or otherwise, of the guarantor guaranteeing or having
      the
      economic effect of guaranteeing any Indebtedness or other obligation of any
      other Person (the “primary
      obligor”)
      in any manner,
      whether directly or indirectly, and including any obligation of the guarantor,
      direct or indirect, (a) to purchase or pay (or advance or supply funds for
      the purchase or payment of) such Indebtedness or other obligation or to purchase
      (or to advance or supply funds for the purchase of) any security for the payment
      thereof in each case for the purpose 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    of
      assuring the owner of such Indebtedness or other obligation of the payment
      thereof, (b) to purchase or lease property, securities or services for the
      purpose of assuring the owner of such Indebtedness or other obligation of the
      payment thereof, (c) to maintain working capital, equity capital or any
      other financial statement condition or liquidity of the primary obligor so
      as to
      enable the primary obligor to pay such Indebtedness or other obligation or
      (d) as an account party in respect of any letter of credit or letter of
      guaranty issued to support such Indebtedness or obligation; provided
      that the term
      Guarantee shall not include endorsements for collection or deposit in the
      ordinary course of business.

     

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

     

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

     

    “Holdco”
means
      each of (a)
      O&C Holdco; and (b) each intermediate holding company organized under the
      laws of the State of Delaware (or other jurisdiction reasonably satisfactory
      to
      the Administrative Agent) for the purpose of holding the Equity Interests of
      one
      or more Subsidiaries acquired or formed after the Effective Date (A) the Equity
      Interests in which are owned by FCX or PD but that is neither a Permitted
      Pledgee nor a Subsidiary Guarantor and (B) which conducts a material business
      or
      holds Equity Interests in a Subsidiary that (1) conducts a material business,
      (2) is not a Permitted Guarantor and (3) not all the Equity Interests in which
      are Collateral.

     

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

     

    “Immaterial
      Subsidiaries”
means
      the
      Subsidiaries, the combined assets and revenues of which, taken together with
      all
      the assets and revenues of their subsidiaries, represent less than 5% of
      Consolidated Total Assets and less than 5% of Consolidated
      Revenues.

     

    “Incurrence
      Test”
means,
      as of any
      date in connection with any proposed transaction, that immediately after giving
      effect to such transaction on a pro forma basis as if such transaction had
      occurred immediately prior to the first day of the period of four consecutive
      fiscal quarters most recently ended in respect of which financial statements
      have been delivered by FCX pursuant to Section 5.01 (or prior to such delivery,
      such period ended December 31, 2006), (a) the Total Leverage Ratio on the last
      day of such period shall not exceed 5.0 to 1.0, and (b) the Total Secured
      Leverage Ratio on the last day of such period shall not exceed 3.0 to 1.0.
      For
      purposes of the Incurrence Test, Total Debt and Total Secured Debt shall be
      increased or reduced, as applicable, to reflect all increases or decreases
      to
      the applicable Indebtedness following the applicable period.

     

    “Indebtedness”
of
      any Person
      means, without duplication, (a) all obligations of such Person for borrowed
      money, (b) all obligations of such Person evidenced by bonds, debentures,
      notes or similar instruments, (c) all Disqualified Stock, (d) all
      obligations of such Person under conditional sale or other title retention
      agreements relating to property acquired by such Person, (e) all
      obligations of such Person in respect of the deferred purchase price of property
      or services (excluding trade accounts payable and other accrued expenses
      incurred in the ordinary course of business 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and
      deferred
      compensation), (f) all Indebtedness of others secured by (or for which the
      holder of such Indebtedness has an existing right, contingent or otherwise,
      to
      be secured by) any Lien on property owned or acquired by such Person, whether
      or
      not the Indebtedness secured thereby has been assumed (other than a Lien on
      Equity Interests of an Unrestricted Subsidiary securing obligations of such
      Unrestricted Subsidiary and its Subsidiaries), (g) all Guarantees by such
      Person of Indebtedness of others, (h) all Capital Lease Obligations of such
      Person, (i) all obligations, contingent or otherwise, of such Person as an
      account party (including reimbursement obligations to the issuer) in respect
      of
      letters of credit and letters of guaranty, which support or secure Indebtedness,
      (j) all obligations in respect of any Metalstream Transaction described
      under clause (a) of the definition thereof, all obligations in respect of any
      Receivables Facility and all other obligations in respect of prepaid production
      arrangements, prepaid forward sale arrangements or derivative contracts in
      respect of which such Person receives upfront payments in consideration of
      an
      obligation to deliver product or commodities (or make cash payments based on
      the
      value of product or commodities) at a future time, and (k) all obligations,
      contingent or otherwise, of such Person in respect of bankers’ acceptances;
provided,
however,
      that no series of
      preferred stock other than Disqualified Stock shall in any event be deemed
      to be
      Indebtedness. The Indebtedness of any Person shall include the Indebtedness
      of
      any other entity (including any partnership in which such Person is a general
      partner) to the extent such Person is liable therefor as a result of such
      Person’s ownership interest in or other relationship with such entity, except to
      the extent the terms of such Indebtedness provide that such Person is not liable
      therefor. For purposes of determinations hereunder, the amount of

     

    
      	 	
              (A)

            	
              any
                Receivables Facility shall be deemed at any time to be (1) the aggregate
                principal or stated amount of the Indebtedness, fractional undivided
                interests (which stated amount may be described as a “net investment” or
                similar term reflecting the amount invested in such undivided interest)
                or
                other securities incurred or issued pursuant to such Permitted
                Securitization, in each case outstanding at such time, or (2) in
                the case
                of any Permitted Securitization in respect of which no such Indebtedness,
                fractional undivided interests or securities are incurred or issued,
                the
                cash purchase price paid by the buyer in connection with its purchase
                of
                Receivables less the amount of collections received in respect of
                such
                Receivables and paid to such buyer, excluding any amounts applied
                to
                purchase fees or discount or in the nature of interest;
                and

            


    

     

    
      	 	
              (B)
                

            	
              any
                other
                transaction of any Person included under clause (j) above, at any
                time,
                (1) the amount thereof that would appear on a balance sheet of such
                Person
                prepared as of such date in accordance with GAAP or (2) if such
                amount would not appear on such balance sheet, the amount that would
                appear on a balance sheet of such Person prepared as of such date
                in
                accordance with GAAP if such transaction were accounted for as a
                transaction that would appear on such balance sheet or (3) if such
                amount
                cannot be determined under clause (1) or (2), the amount reasonably
                agreed
                by FCX and the Administrative
                Agent.

            


    

     

    “Indemnified
      Taxes”
means
      Taxes other
      than Excluded Taxes.

     

    “Indonesian
      Subsidiary”
means
      PTFI, PTII
      and each other Subsidiary that is organized under the laws of
      Indonesia.

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “Interest
      Period”
means, with
      respect to any Eurodollar Borrowing, the period commencing on the date of such
      Borrowing and ending on the numerically corresponding day in the calendar month
      that is one, two, three, six or, to the extent made available by all the
      applicable Lenders, nine or twelve, months thereafter, as the Borrower may
      elect; provided
      that (a) if
      any Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless such next
      succeeding Business Day would fall in the next calendar month, in which case
      such Interest Period shall end on the next preceding Business Day, (b) any
      Interest Period that commences on the last Business Day of a calendar month
      (or
      on a day for which there is no numerically corresponding day in the last
      calendar month of such Interest Period) shall end on the last Business Day
      of
      the last calendar month of such Interest Period, and (c) the initial Interest
      Period in respect of any Term Loans made on the Effective Date shall be the
      period commencing on the Effective Date and ending on the last Business Day
      of
      March 2007. For purposes hereof, the date of a Borrowing initially shall be
      the
      date on which such Borrowing is made and thereafter shall be the effective
      date
      of the most recent conversion or continuation of such Borrowing.

     

    “International
      Support Inc.”
means
      International Support Inc., a corporation organized under the laws of Delaware
      and a wholly owned subsidiary of FCX.

     

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

     

    "Investment
      Grade"
      means, at any
      time, that the Credit Ratings at such time are, respectively, Baa3 or better
      and
      BBB- or better.

     

    "Investment
      Grade
      Date"
      means the first
      day on which the Credit Ratings are Investment Grade.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Issuing
      Bank”
means
      each of
      JPMCB and each other Lender acceptable to the Administrative Agent and the
      Borrower that has entered into an Issuing Bank Agreement, in each case in its
      capacity as an issuer of Letters of Credit hereunder, and its successors in
      such
      capacity as provided in Section 2.05(i); provided
      that no Person
      shall at any time become an Issuing Bank if after giving effect thereto there
      would at such time be more than 5 Issuing Banks. Each Issuing Bank may, in
      its
      discretion but with the consent of the Borrower, arrange for one or more Letters
      of Credit to be issued by Affiliates of such Issuing Bank, in which case the
      term “Issuing Bank” shall include any such Affiliate with respect to Letters of
      Credit issued by such Affiliate.

     

    “Issuing
      Bank
      Agreement”
means
      an
      agreement in the form of Exhibit C, or in any other form reasonably satisfactory
      to the Administrative Agent, pursuant to which a Lender agrees to act as an
      Issuing Bank.

     

    “JPMCB”
has
      the meaning
      assigned to such term in the preamble to this Agreement.

     

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

     

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

     

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

     

    “Lenders”
means
      the Persons
      listed on Schedule 2.01 and any other Person that shall have become a
      lender hereunder pursuant to an Assignment and Assumption other than any person
      that ceases to be a party hereto pursuant to an Assignment and Assumption.
      Unless the context otherwise requires, the term “Lenders” includes the Swingline
      Lender.

     

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

     

    “LIBO
      Rate”
means,
      with
      respect to any Eurodollar Borrowing for any Interest Period, the rate appearing
      on the Reuters “LIBOR01” screen displaying British Bankers’ Association Interest
      Settlement Rates (or on any successor or substitute page for such screen, or
      any
      successor to or substitute for such service, providing rate quotations
      comparable to those currently provided on such screen, as determined by the
      Administrative Agent from time to time for purposes of providing quotations
      of
      interest rates applicable to dollar deposits in the London interbank market)
      at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period, as the rate for dollar deposits with
      a
      maturity comparable to such Interest Period. In the case of the initial Interest
      Period for Term Borrowings, and in the event that such 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    rate
      is not
      available at the time of determination for any other Interest Period for any
      reason, then the “LIBO
      Rate”
with
      respect to
      such Eurodollar Borrowing for such Interest Period shall be the rate at which
      dollar deposits of $5,000,000 and for a maturity comparable to such Interest
      Period are offered by the principal London office of the Administrative Agent
      in
      immediately available funds in the London interbank market at approximately
      11:00 a.m., London time, two Business Days prior to the commencement of
      such Interest Period.

     

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

     

    “Loan
      Documents”
means
      this
      Agreement, the Collateral Agreement, the FCX Pledge Agreements and the other
      Security Documents.

     

    “Loan
      Parties”
means
      FCX and
      each Subsidiary Guarantor.

     

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

     

    “Long-Term
      Indebtedness”
means
      any
      Indebtedness (excluding Indebtedness permitted by Section 6.01(a)(iii)) that,
      in
      accordance with GAAP, constitutes (or, when incurred, constituted) a long-term
      liability.

     

    “Material
      Adverse
      Effect”
means
      a material
      adverse effect on (a) the business, operations or financial condition of
      the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the
      ability of any Loan Party to perform its obligations under any Loan Document
      or
      (c) the rights of or benefits available to the Lenders under the Loan
      Documents.

     

    “Material
      Company”
has
      the meaning
      assigned to such term in clause (g) of Article VII.

     

    “Material
      Indebtedness”
means
      Indebtedness (other than the Loans and Letters of Credit and Indebtedness under
      the Restated Credit Agreement), Project Financings or obligations in respect
      of
      one or more Hedging Agreements, of the Borrower and/or any Restricted Subsidiary
      in an aggregate principal amount or amount of Attributable Debt exceeding
      $100,000,000. For purposes of determining Material Indebtedness, the “principal
      amount” of the obligations of the Borrower or any Restricted Subsidiary in
      respect of any Hedging Agreement at any time shall be the aggregate amount
      (giving effect to any netting agreements) that the Borrower or such Restricted
      Subsidiary would be required to pay if such Hedging Agreement were terminated
      at
      such time.

     

    “Memorandum
      of
      Understanding”
means
      the
      Memorandum of Understanding dated as of December 27, 1991, between the
      Ministry of Mines and Energy of the Government of the Republic of Indonesia,
      and
      PTFI.

     

    “Merger”
means
      the merger
      between PD and Panther Acquisition Corporation, a Wholly Owned Subsidiary of
      the
      Borrower, pursuant to the Merger Agreement, whereby PD will be the surviving
      entity of the Merger and will be a Wholly Owned Subsidiary of the Borrower
      upon
      the consummation thereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Merger
      Agreement”
means
      the
      Agreement and Plan of Merger, dated as of November 18, 2006, among the Borrower,
      PD and Panther Acquisition Corporation.

     

    “Merger
      Consideration”
means
      a payment
      to shareholders of PD equal to $88.00 in cash plus
      0.67 shares of
      common stock of FCX for each share of common stock of PD.

     

    “Metalstream
      Transaction”
means
      (a) a
      transaction in which the Borrower or any Restricted Subsidiary incurs
      obligations in respect of prepaid production arrangements, prepaid forward
      sale
      arrangements or derivative contracts in respect of which the Borrower or any
      such Restricted Subsidiary receives upfront payments in consideration of an
      obligation to deliver gold, copper or any other metal mined by the Borrower
      and
      its Restricted Subsidiaries (each, a “Qualified
      Metal”)
      (or make cash
      payments based on the value of any Qualified Metal) at a future time or (b)
      a
      transaction in which the Borrower issues Equity Interests (other than
      Disqualified Stock) providing for dividends based on the price of any Qualified
      Metal or otherwise designed to track the price of any Qualified Metal and/or
      the
      Borrower’s production of any Qualified Metal. For the avoidance of doubt, a
      Metalstream Transaction described under clause (a) shall for all purposes hereof
      constitute Indebtedness and Funded Debt and a Metalstream Transaction described
      under clause (b) hereof shall for all purposes hereof constitute Equity
      Interests and the Net Proceeds thereof shall constitute Equity
      Proceeds.

     

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

     

    “Morenci
      Business”
has
      the meaning
      assigned to such term in Section 6.03(d).

     

    “Mortgage”
means
      a mortgage,
      deed of trust, assignment of leases and rents, leasehold mortgage or other
      security document granting a Lien on any Mortgaged Property to secure the
      Secured Obligations. Each Mortgage shall be reasonably satisfactory in form
      and
      substance to the Administrative Agent.

     

    “Mortgaged
      Property”
means,
      initially,
      each parcel of real property and the improvements thereto owned by a Loan Party
      and identified on Schedule 1.01D, and includes each other parcel of real
      property and the improvements thereto owned by a Loan Party with respect to
      which a Mortgage is granted pursuant to Section 5.12 or 5.13.

     

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

     

    “Net
      Proceeds”
means,
      with
      respect to any event (a) the cash proceeds received in respect of such
      event including (i) any cash received in respect of any non-cash proceeds,
      but only as and when received, (ii) in the case of a casualty, insurance
      proceeds, and (iii) in the case of a condemnation or similar event,
      condemnation awards and similar payments, net of (b) the sum of
      (i) all fees and out-of-pocket expenses paid by the Borrower or any
      Restricted Subsidiary to third parties in connection with such event,
      (ii) in the case of a sale, transfer or other disposition of an asset
      (including pursuant to a sale and leaseback transaction or a casualty or a
      condemnation or similar proceeding), (A) the amount of all payments required
      to
      be made by the Borrower or any Restricted Subsidiary as a result of such event
      to repay Indebtedness (other than Loans) secured by such asset or otherwise
      subject to mandatory prepayment as a result of such event and (B) if such sale,
      transfer or other disposition includes the sale of one or more operating
      businesses, divisions or operating units, the amount of all liabilities,
      including accounts payable, directly arising from the operations of such
      business, division or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    operating
      unit that
      are retained by the Borrower and the Restricted Subsidiaries, (iii) the
      amount of all taxes paid (or reasonably estimated to be payable) (including,
      in
      the case of any such event in respect of any Foreign Subsidiary, taxes payable
      upon the repatriation of such proceeds to the United States) by the Borrower
      and
      the Restricted Subsidiaries, and (without duplication for the amount of any
      liability netted under clause (ii)(B) above) the amount of any reserves
      established by the Borrower and the Restricted Subsidiaries to fund contingent
      liabilities reasonably estimated to be payable, in each case during the year
      that such event occurred or the next succeeding year and that are directly
      attributable to such event (as determined reasonably and in good faith by the
      chief financial officer of the Borrower), and (iv) in the case of any such
      proceeds received by a Subsidiary that is not a Wholly Owned Subsidiary, the
      portion of such proceeds attributable to the minority interests in such
      Subsidiary.

     

    “Non-Recourse
      Indebtedness”
means,
      with
      respect to any Person and its assets, Indebtedness the obligees of which will
      not have, directly or indirectly, recourse (including by way of any Guarantee
      or
      other undertaking, agreement or instrument that would constitute Indebtedness)
      for repayment of any principal, premium (if any), or interest on such
      Indebtedness or any fees, indemnities, expense reimbursements or other amounts
      of whatever nature accrued or payable in connection with such Indebtedness
      against any assets of such Person other than pursuant to any pledge of specified
      assets of such Person and other than a completion Guarantee by FCX provided
      under Section 6.01(a)(xi).

     

    “O&C
      Holdco”
means
      PD Chile
      Finance Company, a Delaware corporation.

     

    “Obligations”
means
      the
      obligations of the Borrower hereunder and of the Borrower and the other Loan
      Parties under the other Loan Documents, including, without limitation, (a)
      the
      due and punctual payment by the Borrower of (i) the principal of and interest
      (including interest accruing during the pendency of any bankruptcy, insolvency,
      receivership or similar proceeding, regardless of whether allowed or allowable
      in such proceeding) on the Loans, when and as due, whether at maturity, by
      acceleration, upon one or more dates set for prepayment or otherwise, (ii)
      each
      payment required to be made under this Agreement in respect of any Letter of
      Credit, when and as due, including payments in respect of reimbursement of
      disbursements, interest thereon, and any obligation to provide cash collateral,
      and (iii) all other monetary obligations of the Borrower under this Agreement
      or
      any other Loan Document, including in respect of fees, costs, expenses and
      indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
      (including any monetary obligations incurred during the pendency of any
      bankruptcy, insolvency, receivership or similar proceeding, regardless of
      whether allowed or allowable in such proceeding), (b) the due and punctual
      performance of all other obligations of the Borrower under or pursuant to this
      Agreement and each other Loan Document, and (c) the due and punctual payment
      and
      performance of all of the obligations of each other Loan Party under or pursuant
      to each of the other Loan Documents.

     

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

     

    “parent”
has
      the meaning
      assigned thereto in the definition of “subsidiary”.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Partial
      Stock
      Pledge Condition”
means
      a pledge by
      FCX pursuant to the Fourth Amended and Restated FCX Pledge Agreement (PTFI
      Shares), to secure the Secured Obligations, the Ratable FCX Obligations and
      the
      FI Obligations, of a portion of the Equity Interests in PTFI that does not
      satisfy the Full Stock Pledge Condition but is not (together with the Equity
      Interest in PTFI held by PTII) less than 50.1% of all the Equity Interests
      in
      PTFI.

     

    “Participant”
has
      the meaning
      set forth in Section 9.04(c).

     

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

     

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

     

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

     

    “PD”
means
      Phelps
      Dodge Corporation, a New York corporation.

     

    “PD
      Credit
      Agreement”
means
      the Credit
      Agreement dated as of April 20, 2004, as amended, among PD, the lenders party
      thereto and Citibank, N.A., as administrative agent.

     

    “Perfection
      Certificate”
means
      the
      perfection certificate executed by the Borrower substantially in the form of
      Exhibit B-1.

     

    “Permitted
      Encumbrances”
      means:

     

    (a)
      Liens for
      taxes, assessments and other governmental charges or levies not at the time
      delinquent or which are being contested in compliance with Section 5.05 or
      secure amounts that are not material to the value of the properties to which
      such Liens attach (it being understood that for purposes of this paragraph
      (a)
      all the Mortgaged Properties covered by a single Mortgage shall be deemed to
      be
      a single real property);

     

    (b)
      Liens imposed
      by law, including landlords’, carriers’, warehousemen’s, mechanics’,
      materialmen’s, repairmen’s and other like Liens imposed by law, arising in the
      ordinary course of business and securing obligations that are not overdue by
      more than 30 days or are being contested in compliance with Section 5.05 or
      secure amounts that are not material to the value of the properties to which
      such Liens attach (it being understood that for purposes of this paragraph
      (b)
      all the Mortgaged Properties covered by a single Mortgage shall be deemed to
      be
      a single real property);

     

    (c)
      pledges,
      deposits or Liens under workmen’s compensation laws, unemployment insurance
      laws, social security laws or similar legislation, or insurance related
      obligations (including pledges or deposits securing liability to insurance
      carriers under insurance or self-insurance arrangements), or in connection
      with
      bids, tenders, contracts (other than for borrowed money) or leases, or to secure
      utilities, licenses, public or statutory obligations, or to secure surety,
      indemnity, judgment, appeal or performance bonds, guarantees of 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    government
      contracts (or other similar bonds, instruments or obligations), or as security
      for contested taxes or import or customs duties or for the payment of rent,
      or
      other obligations of like nature, in each case incurred in the ordinary course
      of business;

     

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

     

    (e)
      Liens in favor
      of issuers of surety, performance or other bonds, guarantees or letters of
      credit or bankers’ acceptances (not issued to support Indebtedness or
      Attributable Debt) issued pursuant to the request of and for the account of
      the
      Borrower or any Restricted Subsidiary in the ordinary course of its
      business;

     

    (f)
      encumbrances,
      ground leases, easements (including reciprocal easement agreements), survey
      exceptions, or reservations of, or rights of others for, licenses, rights of
      way, sewers, canals, ditches, water rights, highways, roads, railroads, fences,
      oil and gas leases, electric lines, data communications, and telephone lines
      and
      other similar purposes, or zoning, building codes or other restrictions
      (including minor defects or irregularities in title and similar encumbrances)
      as
      to the use of the real properties or Liens incidental to the conduct of the
      business of the Borrower and its Restricted Subsidiaries or to the ownership
      of
      its properties which do not in the aggregate materially adversely affect the
      value of said properties or materially impair their use in the operation of
      the
      business of the Borrower and its Restricted Subsidiaries (it being understood
      that for purposes of this paragraph (f) all the Mortgaged Properties covered
      by
      a single Mortgage shall be deemed to be a single real property);

     

    (g)
      contractual
      Liens which arise in the ordinary course of business under operating agreements,
      joint venture agreements, partnership agreements, leases, area of mutual
      interest agreements, royalty agreements, marketing agreements, processing
      agreements, development agreements, and other agreements which are usual and
      customary in the mining business;

     

    (h)
      leases,
      licenses, subleases and sublicenses of assets (including real property and
      intellectual property rights), in each case entered into in the ordinary course
      of business;

     

    (i)
      Liens arising
      by virtue of any statutory or common law provisions relating to banker’s Liens,
      rights of set-off or similar rights and remedies as to deposit accounts or
      other
      funds maintained with a depositary or financial institution;

     

    (j)
      Liens arising
      from Uniform Commercial Code financing statement filings (or similar filings
      in
      other applicable jurisdictions) regarding operating leases entered into by
      the
      Borrower and its Restricted Subsidiaries in the ordinary course of
      business;

     

    (k)
      any interest or
      title of a lessor under any operating lease;

     

    (l)
      (i) mortgages,
      liens, security interests, restrictions, encumbrances or any other matters
      of
      record that have been placed by any government, statutory or regulatory
      authority, developer, landlord or other third party on property over which
      the
      Borrower or any Restricted Subsidiary has easement rights or on any


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    leased
      property and
      subordination or similar arrangements relating thereto and (ii) any condemnation
      or eminent domain proceedings affecting any real property;

     

    (m)
      any encumbrance
      or restriction (including put and call arrangements) with respect to Equity
      Interests of any joint venture or similar arrangement pursuant to any joint
      venture or similar agreement;

     

    (n)
      Liens on
      property or assets under construction (and related rights) in favor of a
      contractor or developer or arising from progress or partial payments by a third
      party relating to such property or assets;

     

    (o)
      Liens securing
      or arising by reason of any netting or set-off arrangement entered into in
      the
      ordinary course of banking or other trading activities or Liens over cash
      accounts securing cash pooling arrangements; and

     

    (p)
      Liens arising
      out of conditional sale, title retention, hire purchase, consignment or similar
      arrangements for the sale of goods entered into in the ordinary course of
      business;

     

    provided
      that, except for
      Permitted Encumbrances referred to in clause (e) above, the term “Permitted
      Encumbrances” shall not include any Lien securing Indebtedness or Attributable
      Debt.

     

    “Permitted
      Guarantors”
means,
      at any
      time, PTII and each Wholly Owned Subsidiary, other than (i) any Indonesian
      Subsidiary (other than PTII), (ii) CFCs and (iii) Subsidiaries that are
      precluded from providing a Guarantee by the terms of their organizational
      documents (including shareholders and similar agreements) or Project Financing
      Documents.

     

    “Permitted
      Investments”
      means:

     

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

     

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

     

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

     

    (d)
      short-term tax
      exempt securities rated not lower than MIG-1/+1 by either Moody’s or S&P
      with provisions for liquidity or maturity accommodations of 183 days or
      less;

     

    (e)
      repurchase
      agreements relating to securities described in clause (a), (b), (c) and (d)
      above and maturity not less than one year thereafter;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (f)
      Investments in
      money market or similar funds not less than 95% of the assets of which are
      comprised of assets of the types described in clause (a), (b), (c), (d) and
      (e)
      above; and

     

    (g)
      in the case of
      any Subsidiary organized or having its principal place of business outside
      the
      United States, investments denominated in the currency of the jurisdiction
      in
      which such Subsidiary is organized or has its principal place of business which
      are similar to the assets referred to in clauses (a), (b), (c), (d), (e) and
      (f)
      above.

     

    “Permitted
      Pledgee”
means,
      at any
      time, PTFI, PTII and each directly owned Restricted Subsidiary of any Loan
      Party
      (or of any other Restricted Subsidiary (other than a CFC) that is not a Loan
      Party but is not precluded from pledging Equity Interests) and each subsequently
      acquired or organized subsidiary of the Borrower or any Guarantor (or such
      a
      non-Guarantor), other than (i) any Indonesian Subsidiary (other than PTFI and
      PTII) and (ii) subsidiaries the Equity Interests in which are precluded from
      being pledged by the terms of their issuer’s (or such issuer’s subsidiary’s)
      organizational documents (including shareholders and similar agreements) or
      by
      applicable Project Financing Documents.

     

    “Permitted
      Refinancing”
means,
      with
      respect to any Indebtedness or Attributable Debt, any extensions, renewals
      and
      replacements of such Indebtedness or Attributable Debt that (a) do not
      constitute Indebtedness or Attributable Debt of an obligor that was not an
      obligor with respect to the Indebtedness or Attributable Debt being extended,
      renewed or replaced (or result in Non-Recourse Indebtedness ceasing to be
      Non-Recourse Indebtedness), (b) do not increase the outstanding principal amount
      thereof by more than the sum of all accrued and unpaid interest thereon at
      the
      time of such extension, renewal or replacement and any fees or premiums paid
      in
      connection with such extension, renewal or replacement, (c) do not result in
      an
      earlier maturity date that is prior to the date six months after the Tranche
      B
      Maturity Date or decreased weighted average life thereof and (d) are not secured
      by Liens on any assets other than the assets that secured the Indebtedness
      or
      Attributable Debt extended, renewed or replaced, provided
      that any such
      extending, renewing or replacing Indebtedness in respect of the Atlantic Copper
      Financing may be in an aggregate principal amount not to exceed
      $175,000,000.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Pledged
      PTFI
      Shares”
means
      all shares
      of capital stock of PTFI owned directly by FCX and pledged pursuant to the
      Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares).

     

    “Pledged
      PTII
      Shares”
means,
      prior to
      any merger of PTII into PTFI, all shares of the capital stock of PTII owned
      by
      FCX or any Subsidiary of FCX, all of which are required to be pledged pursuant
      to the Third Amended and Restated FCX/ISI Pledge Agreement (PTII Shares). On
      the
      Effective Date, the Pledged PTII shares represent 100% of the issued and
      outstanding shares of PTII.

     

    “Prepayment
      Event”
      means:

     

    (a)
      any sale,
      transfer or other disposition (including pursuant to a sale and leaseback
      transaction and by way of merger or consolidation) of any property or asset
      of
      the Borrower or any Restricted Subsidiary, including any sale or issuance of
      Equity Interests in any Restricted Subsidiary, other than (i) dispositions
      permitted by clauses (i) and (ii) of Section 6.05(b), (ii) dispositions
      incidental to the creation of Indebtedness of the types included in clause
      (j)
      of the definition of “Indebtedness” and (iii) other dispositions resulting in
      aggregate Net Proceeds not exceeding $50,000,000 in the case of any single
      transaction or series of related transactions;

     

    (b)
      any casualty or
      other insured damage to, or any taking under power of eminent domain or by
      condemnation or similar proceeding of, any property or asset of the Borrower
      or
      any Restricted Subsidiary with a fair market value immediately prior to such
      event equal to or greater than $50,000,000;

     

    (c)
      a Metalstream
      Transaction described under clause (b) of the definition of “Metalstream
      Transaction” or the issuance by the Borrower after the Effective Date of its
      common stock or preferred stock (other than Disqualified Stock), other than
      any
      such issuance of common stock or preferred stock of the Borrower to management
      or employees of the Borrower or any Subsidiary under any employee stock option
      or stock purchase plan or other employee benefit plan in existence from time
      to
      time;

     

    (d)
      the incurrence
      by the Borrower or any Restricted Subsidiary after the Effective Date of any
      Indebtedness, other than Indebtedness permitted under Section 6.01 (other than
      the incurrence of Indebtedness incurred under Section 6.01(a)(ix) which shall
      be
      a “Prepayment Event”) or permitted by the Required Lenders pursuant to Section
      9.02; or

     

    (e)
      the transfer of
      accounts or other assets in connection with the establishment of a US
      Receivables Facility and any subsequent transfer of accounts or other assets
      that results in an increase in the aggregate funded amount of any US Receivables
      Facility over the greatest aggregate amount thereof previously outstanding
      (it
      being understood that no Prepayment Event shall exist in respect of a
      refinancing or replacement of one US Receivables Facility with a second to
      the
      extent that the amount of the second does not exceed the greatest aggregate
      amount previously outstanding of the first US Receivables
      Facility).

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Principal
      Issuing Bank”
means
      JPMCB and
      any other Issuing Bank whom the Borrower and the Administrative Agent agree
      will
      be a Principal Issuing Bank (or any of their Affiliates that shall act as
      Issuing Banks hereunder).

     

    “Project
      Financing”
means
      Indebtedness or a sale leaseback of assets of a Subsidiary the proceeds of
      which
      are applied to fund new acquisition, exploration, development or expansion
      by,
      or upgrades of the assets of, such Subsidiary that is secured by the assets
      of
      such Subsidiary or the incurrence of Attributable Debt in connection with a
      sale
      and leaseback transaction involving such assets; provided
      that “Project
      Financing”
shall
      not include
      any Indebtedness or Attributable Debt the proceeds of which are applied to
      acquire a going concern.

     

    “Project
      Financing Assets”
means,
      with
      respect to any Project Financing, the assets of the new acquisition,
      exploration, development or expansion, or the assets the upgrade of which is,
      funded by such Project Financing.

     

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

     

    “Project
      Financing Subsidiary”
means,
      with
      respect to any Project Financing, the Subsidiary that is the primary obligor
      in
      respect of such Project Financing.

     

    “Proscribed
      Consolidation”
has
      the meaning
      assigned to such term in Section 6.03(a).

     

    “PTFI”
means
      PT Freeport
      Indonesia, a limited liability company organized under the laws of the Republic
      of Indonesia and domesticated under the laws of Delaware as a
      corporation.

     

    “PTFI
      Shares”
means
      capital
      stock of PTFI.

     

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

     

    “PTII
      Shares”
means
      capital
      stock of PTII.

     

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

     

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

     

    “Purchasing
      Card
      Program”
means
      a
      Purchasing Card Program established for FCX by a Revolving Lender, a “Lender”
under the Restated Credit Agreement or an Affiliate of a Revolving Lender or
      such a “Lender”, pursuant to which such Revolving Lender, “Lender” or Affiliate
      issues Purchasing Cards to employees and other accounts of FCX or any Restricted
      Subsidiary, with an aggregate credit limit not to exceed $10,000,000 (including,
      without limitation, for purchases made in foreign currencies and converted
      into
      U.S. dollars).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Qualified
      Stock”
means,
      with
      respect to any Person, any Equity Interests of such Person that are not
      Disqualified Stock.

     

    “Qualifying
      PTFI
      Sale Transaction”
means
      (a) one or
      more sales of the Pledged PTII Shares and/or of shares of PTFI which are owned
      by the Borrower and do not constitute Collateral (after giving effect to any
      release contemplated by Section 6.05(c)(iii)) or owned by PTII or (b) the
      issuance from time to time by PTFI of shares of PTFI (in each case, the
“Transferred
      Shares”)
      which in the
      case of clause (a) and clause (b) satisfies the following
      requirements:

     

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

     

    (ii)
      such sale or
      issuance is made for fair market value to a Governmental Authority of the
      Republic of Indonesia (including a regional Governmental Authority), an
      investment vehicle majority owned and Controlled by such a Governmental
      Authority and/or Indonesian citizens or legal entities organized under the
      laws
      of Indonesia that are Controlled by Indonesian citizens, in each case which
      qualifies as an “Indonesian National” within the meaning of Article 24(2) of the
      Contract of Work and which is not an Affiliate of FCX; 

     

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

     

    (iv)
      to the extent
      payable to the Borrower or, on or after the Additional Collateral Date, any
      other Loan Party, any such promissory note and all proceeds thereof are pledged
      at the time any such sale is consummated to the Administrative Agent, for the
      benefit of the Secured Parties, pursuant to the Collateral Agreement or other
      pledge arrangements satisfactory to the Administrative Agent; and

     

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

     

    “Ratable
      Obligations”
means
      the Ratable
      FCX Obligations, the Ratable Cyprus Obligations and, on and after the Additional
      Collateral Date, the PD Ratable Obligations. “Ratable
      FCX
      Obligations”
means
      the
      Existing Indebtedness of FCX set forth on Schedule 1.01C-1. “Ratable
      Cyprus
      Obligations”
means
      the
      Existing Indebtedness of PD set forth on Schedule 1.01C-2. “Ratable
      PD
      Obligations”
means
      the
      Existing Indebtedness of PD set forth on Schedule 1.01C-3. A “Ratable
      Guarantee”
with
      respect to
      any Ratable Obligation shall mean a Guarantee of such Indebtedness provided
      by a
      Loan Party specified opposite such Ratable Obligation on Schedule 1.01C in
      the
      column titled “Ratable Guarantees”. A “Ratable
      Lien”
with
      respect to
      any Ratable Obligation shall mean a Lien securing such Indebtedness created
      under a Loan Document 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    encumbering
      assets
      specified opposite such Ratable Obligation on Schedule 1.01C in the column
      titled “Ratable Liens”.

     

    “Receivables
      Facility”
means
      any of one
      or more receivables financing facilities, as amended, supplemented, modified,
      extended, renewed, restated, refunded, replaced or refinanced from time to
      time,
      the Indebtedness of which is non-recourse (except for Standard Receivables
      Facility Undertakings) to the Borrower or any Restricted Subsidiary (other
      than
      any Receivables Subsidiary), pursuant to which the Borrower or any of the
      Restricted Subsidiaries sells its accounts, payment intangibles and related
      assets or interests therein to either (a) a Person that is not a Restricted
      Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts,
      payment intangibles and related assets to a Person that is not a Restricted
      Subsidiary.

     

    “Receivables
      Facility Repurchase Obligation”
means
      any
      obligation of the Borrower or a Restricted Subsidiary that is a seller of assets
      in a Receivables Facility to repurchase the assets it sold thereunder as a
      result of a breach of a representation, warranty or covenant or otherwise,
      including as a result of a receivable or portion thereof becoming subject to
      any
      asserted defense, dispute, offset or counterclaim of any kind as a result of
      any
      action taken by, any failure to take action by or any other event relating
      to
      the seller.

     

    “Receivables
      Subsidiary”
means
      any
      Subsidiary formed solely for the purpose of engaging, and that engages only,
      in
      one or more Receivables Facilities.

     

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

     

    “Required
      Lenders”
means,
      at any
      time, Lenders having Revolving Exposures, Term Loans and unused Commitments
      (other than Swingline Commitments) representing more than 50% of the aggregate
      Revolving Exposures, outstanding Term Loans and unused Commitments (other than
      Swingline Commitments) at such time.

     

    “Required
      Revolving Lenders”
means,
      at any
      time, Revolving Lenders having Revolving Exposures and unused Revolving
      Commitments representing more than 50% of the aggregate Revolving Exposures
      and
      unused Revolving Commitments at such time.

     

    “Restated
      Credit
      Agreement”
means
      the
      Existing Credit Agreement as amended and restated as of the date
      hereof.

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “Restricted
      Subsidiary”
means,
      at any
      time (a) PD, (b) PTFI and (c) each other Subsidiary of FCX that is not at such
      time an Unrestricted Subsidiary. As of the Effective Date, all the Subsidiaries
      are Restricted Subsidiaries.

     

    “Restricted
      Uses”
means,
      as of any
      date, (a) the portion of the Unrestricted Subsidiary Investment Amount that
      constituted Restricted Uses at the time of the applicable Investment or
      Designation (it being understood that reductions to the Unrestricted Subsidiary
      Investment Amount under clause (d) of the definition thereof shall be allocated
      to reduce Restricted Uses until the Unrestricted Subsidiary Investment Amount
      is
      reduced to 1% of Consolidated Total Assets); plus
      (b) the aggregate
      cumulative amount of all Restricted Payments made pursuant to Section
      6.08(a)(iv) and, to the extent expressly applied to the Restricted Uses Basket
      thereunder, Section 6.08(a)(iii); plus
      (c) the aggregate
      amount of payments of Indebtedness made pursuant to Section 6.08(b)(vii);
plus
      (d) the aggregate
      amount of Equity Proceeds applied to prepay Loans under Section 2.10(c);
plus
      (e) for (i) each
      Synthetic Purchase Agreement that is outstanding, the amount of payments made
      thereunder on or prior to the time of determination plus the maximum amount
      of
      payments that may thereafter may be required to be made by FCX or any Restricted
      Subsidiary during the term of such Synthetic Purchase Agreement (determined
      for
      each Synthetic Purchase Agreement on the date upon which it is entered into
      and
      adjusted on each date upon which it is modified) and (ii) each Synthetic
      Purchase Agreement that has terminated and under which no further payment
      obligations exist, the amount of payments made thereunder during the term
      thereof.

     

    “Restricted
      Uses
      Basket”
means,
      at any
      time, the sum at such time of (a) $500,000,000; plus
      (b) 50% of
      cumulative Consolidated Adjusted Net Income (net of any negative amounts) for
      each fiscal quarter for which financial statements shall have been delivered
      pursuant to Section 5.01(a) or (b) (commencing with the fiscal quarter ending
      March 31, 2007); plus
      (c) Equity
      Proceeds; plus
      (d) the amount by
      which Indebtedness of FCX or its Restricted Subsidiaries is reduced on FCX’s
      balance sheet upon the conversion or exchange (other than by a Subsidiary)
      subsequent to the Effective Date of any Indebtedness of FCX or its Restricted
      Subsidiaries which is convertible or exchangeable for Equity Interests (other
      than Disqualified Stock) of FCX (less the amount of any cash or the fair market
      value of other property distributed by FCX or any Restricted Subsidiary upon
      such conversion or exchange).

     

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

     

    “Revolving
      Commitment”
means,
      with
      respect to each Lender, the commitment, if any, of such Lender to make Revolving
      Loans and to acquire participations in Letters of Credit and Swingline Loans
      hereunder, expressed as an amount representing the maximum possible aggregate
      amount of such Lender’s Revolving Exposure hereunder, as such commitment may be
      (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or
      increased from time to time pursuant to assignments by or to such Lender
      pursuant to Section 9.04. The initial amount of each Lender’s Revolving
      Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
      pursuant to which such Lender shall have assumed its Revolving Commitment,
      as
      the case may be. The initial aggregate amount of the Lenders’ Revolving
      Commitments is $1,000,000,000.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “Revolving
      Lender”
means
      a Lender
      with a Revolving Commitment or, if the Revolving Commitments have terminated
      or
      expired, a Lender with Revolving Exposure.

     

    “Revolving
      Loan”
means
      a Loan made
      pursuant to clause (c) of Section 2.01.

     

    “Revolving
      Maturity Date”
means
      March 19,
      2012.

     

    “RS
      Designation”
has
      the meaning
      assigned to such term in Section 6.13(b).

     

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

     

    “RTZ
      Interests”
means
      the
      interests of PT-Rio Tinto Indonesia in the Contract of Work and certain jointly
      held assets pursuant to the Participation Agreement and in the Concentrate
      Sales
      Agreements of PTFI pursuant to the FI Trust Agreement.

     

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

     

    “Secured
      Obligations”
means
      (a) the
      Obligations, (b) the due and punctual payment and performance of all obligations
      of the Borrower or any Restricted Subsidiary under each Permitted Secured Hedge,
      (c) the due and punctual payment and performance of all obligations owed from
      time to time by the Borrower or any Restricted Subsidiary to JPMCB, a Lender
      under this Agreement or the Restated Credit Agreement or any of their Affiliates
      in respect of cash management services provided to the Borrower or any
      Restricted Subsidiary and (d) the due and punctual payment and performance
      of
      all obligations owed from time to time by the Borrower or any Restricted
      Subsidiary to Revolving Lenders, “Lenders” under the Restated Credit Agreement
      or Affiliates thereof in respect of any Purchasing Card Program, in each case
      including obligations in respect of overdrafts, temporary advances, interest
      and
      fees.

     

    “Secured
      Parties”
means
      the
      Administrative Agent, the Issuing Banks, the Collateral Agent, the Security
      Agent, the Syndication Agent, the Lenders, each counterparty to a Permitted
      Secured Hedge, any Lender or any of their Affiliates providing cash management
      services to FCX or any Restricted Subsidiary, or any Revolving Lender, any
      “Lender” under the Restated Credit Agreement or any of their Affiliates
      providing any Purchasing Card Program to FCX or any Restricted Subsidiary,
      and
      the successors and assigns of the foregoing.

     

    “Security
      Agent”
means
      JPMCB, not
      in its individual capacity, but as Security Agent for the lenders under the
      Restated Credit Agreement.

     

    “Security
      Documents”
means
      the
      Collateral Agreement, the Additional Collateral Agreement, the Foreign Pledge
      Agreements, the Affiliate Subordination Agreement, the Mortgages, the other
      Additional Security Documents, each control agreement delivered pursuant to
      the
      Collateral Agreement or the Additional Collateral Agreement and each other
      security agreement or other instrument or document executed and delivered
      pursuant to Section 5.12 or 5.13 to secure any of the
      Obligations.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Senior
      Notes”
means
      (a) the
      $6,000,000,000 aggregate principal amount of unsecured senior notes due 2015
      and
      unsecured senior notes due 2017 issued by the Borrower on the Effective Date
      in
      a public offering or in a Rule 144A or other private placement and (b) any
      substantially identical senior notes that are registered under the Securities
      Act of 1933, as amended, and issued in exchange for the senior notes described
      in clause (a) of this definition.

     

    “Senior
      Notes
      Documents”
means
      the
      indenture under which the Senior Notes are issued and all other instruments,
      agreements and other documents evidencing or governing the Senior Notes,
      providing for any Guarantee or other right in respect thereof, affecting the
      terms of the foregoing or entered into in connection therewith and all
      schedules, exhibits and annexes to each of the foregoing.

     

    “Significant
      Subsidiary”
means
      any
      Subsidiary of the Borrower that satisfies the criteria for a “significant
      subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Securities
      Exchange Act of 1934, as amended.

     

    “Specified
      Representations”
means
      the
      representations of the Borrower contained in the Loan Documents relating to
      corporate power and authority to enter into the Loan Documents, due execution,
      delivery and enforceability of the Loan Documents, Federal Reserve margin
      regulations, the Investment Company Act and, subject to clause (F) of the
      definition of Collateral and Guarantee Requirement, the perfection and required
      priority of the security interests granted in the Collateral.

     

    “Standard
      Receivables Facility Undertakings”
means
      representations, warranties, covenants and indemnities entered into by the
      Borrower or any Restricted Subsidiary that the Borrower has determined in good
      faith to be customary in financings similar to a Receivables Facility,
      including, without limitation, those relating to the servicing of the assets
      of
      a Receivables Facility Subsidiary, it being understood that any Receivables
      Facility Repurchase Obligation shall be deemed to be a Standard Receivables
      Facility Undertaking.

     

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

     

    “Subsidiary”
means
      any
      subsidiary of the Borrower. For purposes of the representations and warranties
      made herein on (and the conditions to borrowing on) the date hereof and on
      the
      Effective Date, the term “Subsidiary” includes PD and its
      subsidiaries.

     

    “Subsidiary
      Guarantor”
means
      each
      Subsidiary that Guarantees the Secured Obligations under a Loan
      Document.

     

    “Swingline
      Commitment”
means
      the
      commitment of the Swingline Lender to make Swingline Loans.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Swingline
      Exposure”
means,
      at any
      time, the aggregate principal amount of all Swingline Loans outstanding at
      such
      time. The Swingline Exposure of any Lender at any time shall be its Applicable
      Percentage of the Swingline Exposure at such time.

     

    “Swingline
      Lender”
means
      JPMorgan
      Chase Bank, N.A., in its capacity as lender of Swingline Loans
      hereunder.

     

    “Swingline
      Loan”
means
      a Loan made
      pursuant to Section 2.19.

     

    “Syndication
      Agent”
means
      Merrill
      Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as syndication
      agent for the Lenders hereunder.

     

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

     

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

     

    “Term
      Commitments”
means
      the Tranche
      A Commitments and the Tranche B Commitments.

     

    “Term
      Loans”
means
      the Tranche
      A Term Loans and the Tranche B Term Loans.

     

    “Third
      Amended
      and Restated FCX/ISI Pledge Agreement (PTII Shares)”
means
      an amended
      and restated pledge agreement pursuant to which each of FCX and ISI grants
      a
      perfected first priority security interest under Indonesian law in the Pledged
      PTII Shares for the ratable benefit of the holders of the Obligations, the
      FCX
      Ratable Obligations and the FI Obligations.

     

    “Total
      Debt”
means,
      as of any
      date, the sum as of such date of (a) the aggregate principal amount of Funded
      Debt of the Borrower and the Restricted Subsidiaries outstanding as of such
      date, in the amount that would be reflected as a liability on a balance sheet
      prepared as of such date on a consolidated basis in accordance with GAAP,
plus
      (b), without
      duplication of amounts included in clause (a), the aggregate amount of
      Attributable Debt of the Borrower and the Restricted Subsidiaries outstanding
      as
      of such date, minus
      (c) the lesser as
      of such date of (i) $1,000,000,000 and (ii) the aggregate amount of Available
      Domestic Cash.

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Total
      Secured
      Debt”
means,
      as of any
      date, the sum as of such date of (a) the aggregate principal amount of Funded
      Debt of the Borrower and the Restricted Subsidiaries outstanding as of such
      date
      that is secured by any asset of the Borrower or any Restricted Subsidiary,
      in
      the amount that would be reflected as a liability on a balance sheet prepared
      as
      of such date on a consolidated basis in accordance with GAAP, plus
      (b), without
      duplication of amounts included in clause (a), the aggregate amount of
      Attributable Debt of the Borrower and the Restricted Subsidiaries outstanding
      as
      of such date, minus
      (c) the lesser as
      of such date of (i) $1,000,000,000 and (ii) the aggregate amount of Available
      Domestic Cash.

     

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

     

    “Tranche
      A
      Commitment”
means,
      with
      respect to each Lender, the commitment, if any, of such Lender to make a Tranche
      A Term Loan hereunder on the Effective Date, expressed as an amount representing
      the maximum principal amount of the Tranche A Term Loan to be made by such
      Lender hereunder, as such commitment may be (a) reduced from time to time
      pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant
      to assignments by or to such Lender pursuant to Section 9.04. The initial amount
      of each Lender’s Tranche A Commitment is set forth on Schedule 2.01 or in the
      Assignment and Assumption pursuant to which such Lender shall have assumed
      its
      Tranche A Commitment, as the case may be. The initial aggregate amount of the
      Lenders’ Tranche A Commitments is $2,500,000,000.

     

    “Tranche
      A
      Lender”
means
      a Lender
      with a Tranche A Commitment or an outstanding Tranche A Term Loan.

     

    “Tranche
      A
      Maturity Date”
means
      March 19,
      2012.

     

    “Tranche
      A Term
      Loans”
means
      Loans made
      pursuant to clause (a) of Section 2.01.

     

    “Tranche
      B
      Commitment”
means,
      with
      respect to each Lender, the commitment, if any, of such Lender to make a Tranche
      B Term Loan hereunder on the Effective Date, expressed as an amount representing
      the maximum principal amount of the Tranche B Term Loan to be made by such
      Lender hereunder, as such commitment may be (a) reduced from time to time
      pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant
      to assignments by or to such Lender pursuant to Section 9.04. The initial amount
      of each Lender’s Tranche B Commitment is set forth on Schedule 2.01 or in the
      Assignment and Assumption pursuant to which such Lender shall have assumed
      its
      Tranche B Commitment, as the case may be. The initial aggregate amount of the
      Lenders’ Tranche B Commitments is $7,500,000,000.

     

    “Tranche
      B
      Lender”
means
      a Lender
      with a Tranche B Commitment or an outstanding Tranche B Term Loan.

     

    “Tranche
      B
      Maturity Date”
means
      March 19,
      2014.

     

    “Tranche
      B Term
      Loans”
means
      Loans made
      pursuant to clause (b) of Section 2.01.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Transaction
      Costs”
means
      all fees,
      costs and expenses (including fees paid for consulting and financial services)
      incurred or payable by the Borrower or any Subsidiary in connection with the
      Transactions.

     

    “Transactions”
means
      (a) the
      execution and delivery by each Loan Party of the Loan Documents to which it
      is
      to be a party, the creation of the Liens pursuant to the Security Documents,
      the
      borrowing of Loans on the Effective Date, the use of the proceeds thereof and
      the issuance of Letters of Credit on the Effective Date, (b) the consummation
      of
      the Merger as contemplated by the Merger Agreement, (c) the execution and
      delivery by the Borrower and each of its Subsidiaries party thereto of the
      Restated Credit Agreement and the borrowing of loans thereunder on the Effective
      Date and the use of the proceeds thereof, the issuance of letters of credit
      thereunder on the Effective Date, and the creation of the Liens pursuant to
      the
      Security Documents thereunder, (d) the execution and delivery by FCX of the
      Senior Notes Documents, the issuance of the Senior Notes and the use of proceeds
      thereof, (e) the provision of Ratable Guarantees and the Ratable Liens on the
      Effective Date, (f) the repayment in full of all obligations under the PD Credit
      Agreement, the termination of all commitments thereunder and the release of
      all
      Guarantees and liens in respect thereof and (g) the payment of the Transaction
      Costs.

     

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

     

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

     

    “Unrestricted
      Subsidiary”
means
      (i) any Subsidiary designated as an Unrestricted Subsidiary by FCX in
      accordance with Section 6.13 after the date of this Agreement,
      (ii) any Subsidiary of any Unrestricted Subsidiary, and (iii) any
      surviving corporation (other than PTFI, FCX, PD or a Restricted Subsidiary)
      into
      which any of such corporations referred to in clause (i) or (ii) is
      merged or consolidated, subject to Section 6.03. As of the Effective Date,
      no Subsidiary is an Unrestricted Subsidiary.

     

    “Unrestricted
      Subsidiary Investment Amount”
means
      at any time
      (a) the aggregate cumulative amount of Investments made in Unrestricted
      Subsidiaries on or after the Effective Date under Section 6.04; plus
      (b) the
      Unrestricted Subsidiary LC Exposure; plus
      (c) the aggregate
      cumulative amount of the existing Investments in Unrestricted Subsidiaries
      at
      the time of the Designations under Section 6.13(a); minus
      (d) the aggregate
      cumulative return of Investment in Unrestricted Subsidiaries deemed to have
      occurred upon RS Designations as determined under Section 6.13(b), the Net
      Proceeds received by FCX and the Restricted Subsidiaries in respect of
      dispositions of Investments in Unrestricted Subsidiaries and the aggregate
      amount of dividends and other distributions received by FCX and the Restricted
      Subsidiaries from Unrestricted Subsidiaries. For purposes of determining the
      Unrestricted Subsidiary Investment Amount at any time, any completion Guarantee
      by FCX or any Restricted Subsidiary of any Project Financing of any Unrestricted
      Subsidiary shall be deemed to be an Investment in such Unrestricted Subsidiary
      in an amount at any time equal to the lesser of (1) the maximum stated amount
      of
      the claim that may be made under such Guarantee, if any, and (2) the aggregate
      outstanding principal amount of such Project Financing at such
      time.

     

    “Unrestricted
      Subsidiary LC Exposure”
means,
      at any
      time, the sum of (a) the aggregate undrawn amount of all outstanding Letters
      of
      Credit and “Letters of Credit” 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    under
      the Restated
      Credit Agreement issued for the account of Unrestricted Subsidiaries at such
      time plus (b) the aggregate amount of all LC Disbursements and “LC
      Disbursements” under the Restated Credit Agreement relating to such Letters of
      Credit and “Letters of Credit” that have not yet been reimbursed by or on behalf
      of the Borrower or PTFI at such time.

     

    “US
      Receivables
      Facility”
means
      a
      Receivables Facility in respect of accounts, payment intangibles and related
      assets or interests therein initially owned by, or generated pursuant to the
      operations of, any Guarantor that is not a Foreign Subsidiary.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    be
      construed to
      have the same meaning and effect and to refer to any and all tangible and
      intangible assets and properties, including cash, securities, accounts and
      contract rights.

     

    SECTION
      1.04.
  Accounting
      Terms; GAAP.
      Except as
      otherwise expressly provided herein, all terms of an accounting or financial
      nature shall be construed in accordance with GAAP, as in effect from time to
      time; provided
      that, if the
      Borrower notifies the Administrative Agent that the Borrower requests an
      amendment to any provision hereof (other than Section 5.01(a) or 5.01(b)) to
      eliminate the effect of any change occurring after the date hereof in GAAP
      or in
      the application thereof on the operation of such provision (or if the
      Administrative Agent notifies the Borrower that the Required Lenders request
      an
      amendment to any provision hereof (other than Section 5.01(a) or 5.01(b)) for
      such purpose), regardless of whether any such notice is given before or after
      such change in GAAP or in the application thereof, then such provision shall
      be
      interpreted on the basis of GAAP as in effect and applied immediately before
      such change shall have become effective until such notice shall have been
      withdrawn or such provision amended in accordance herewith; provided further
      that if at any
      time of delivery of financial statements under Section 5.01(a) or 5.01(b) GAAP
      as applied under the other provisions hereof shall as a result of the operation
      of this Section 1.04 be different from that used in such financial statements,
      FCX shall deliver together with such financial statements a reconciliation
      in
      reasonable detail of such financial statements to such different
      GAAP.

     

    ARTICLE
      II

     

    The
      Credits

     

    SECTION
      2.01.
  Commitments.
      Subject to the
      terms and conditions set forth herein, each Lender agrees (a) to make a Tranche
      A Term Loan to the Borrower on the Effective Date in a principal amount not
      exceeding its Tranche A Commitment, (b) to make a Tranche B Term Loan to the
      Borrower on the Effective Date in a principal amount not exceeding its Tranche
      B
      Commitment and (c) to make Revolving Loans to the Borrower from time to time
      during the Revolving Availability Period in an aggregate principal amount that
      will not result in such Lender’s Revolving Exposure exceeding such Lender’s
      Revolving Commitment. Within the foregoing limits and subject to the terms
      and
      conditions set forth herein, the Borrower may borrow, prepay and reborrow
      Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not
      be
      reborrowed.

     

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

     

    (b)
  Subject
      to
      Section 2.13, each Revolving Borrowing and Term Borrowing shall be
      comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
      in accordance herewith, provided
      that all
      Borrowings made on the Effective Date must be made as ABR Borrowings unless
      the
      Borrower shall have provided an indemnity satisfactory to the Administrative
      Agent extending the benefits of Section 2.15 to Lenders in respect of such
      Borrowings. Each Swingline Loan shall be an 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ABR
      Loan. Each
      Lender at its option may make any Eurodollar Loan by causing any domestic or
      foreign branch or Affiliate of such Lender to make such Loan, provided
      that any exercise
      of such option shall not affect the obligation of the Borrower to repay such
      Loan in accordance with the terms of this Agreement.

     

    (c)
  At
      the commencement
      of each Interest Period for any Eurodollar Borrowing, such Borrowing shall
      be in
      an aggregate amount that is an integral multiple of $1,000,000 and not less
      than
      $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall
      be
      in an aggregate amount that is an integral multiple of $1,000,000 and not less
      than $5,000,000. Each Swingline Loan shall be in an amount that is an integral
      multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than
      one
      Type and Class may be outstanding at the same time, provided
      that there shall
      not at any time be more than a total of 25 Eurodollar Borrowings outstanding.
      Notwithstanding anything to the contrary herein, an ABR Revolving Borrowing
      or a
      Swingline Loan may be in an aggregate amount that is equal to the entire unused
      balance of the aggregate Revolving Commitments or that is required to finance
      the reimbursement of an LC Disbursement as contemplated by Section
      2.05(e).

     

    (d)
  Notwithstanding
      any
      other provision of this Agreement, the Borrower shall not be entitled to
      request, or to elect to convert or continue, any Borrowing if the Interest
      Period requested with respect thereto would end after the Revolving Maturity
      Date, the Tranche A Maturity Date or the Tranche B Maturity Date, as the case
      may be.

     

    SECTION
      2.03.
  Requests
      for
      Borrowings.
      To request a
      Revolving Borrowing or Term Borrowing, the Borrower shall notify the
      Administrative Agent of such request by telephone (a) in the case of a
      Eurodollar Borrowing, not later than 1:00 p.m., New York City time,
      three Business Days before the date of the proposed Borrowing or (b) in the
      case of an ABR Borrowing, including to finance the reimbursement of an LC
      Disbursement as contemplated by Section 2.05(e), not later than
      12:00 noon, New York City time, on the date of the proposed Borrowing. Each
      such telephonic Borrowing Request shall be irrevocable and shall be confirmed
      promptly by hand delivery or telecopy (or by electronic transmission with
      telephonic confirmation of receipt thereof) to the Administrative Agent of
      a
      written Borrowing Request in a form approved by the Administrative Agent and
      signed by the Borrower. Each such telephonic and written Borrowing Request
      shall
      specify the following information in compliance with
      Section 2.02:

     

    (i)  whether
      the
      requested Borrowing is to be a Revolving Borrowing, Tranche A Term Borrowing
      or
      Tranche B Term Borrowing;

     

    (ii)  the
      aggregate
      amount of such Borrowing;

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      2.04.
  Funding
      of
      Borrowings. (a)
Each
      Lender shall
      make each Loan to be made by it hereunder on the proposed date thereof by wire
      transfer of immediately available funds by 1:00 p.m., New York City time, to
      the
      account of the Administrative Agent most recently designated by it for such
      purpose by notice to the Lenders, provided
      that Swingline
      Loans shall be made as provided in Section 2.19. The Administrative Agent will
      make such funds transferred to it available to the Borrower by promptly
      crediting the amounts so received, in like funds, to an account of the Borrower
      maintained with the Administrative Agent in New York City and designated by
      the
      Borrower in the applicable Borrowing Request; provided
      that ABR Loans
      made to finance the reimbursement of an LC Disbursement as provided in Section
      2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing
      Bank or, to the extent that Revolving Lenders have made payments pursuant to
      Section 2.05(e) to reimburse such Issuing Bank, then to such Lenders and such
      Issuing Bank as their interests may appear.

     

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

     

    SECTION
      2.05.
  Letters
      of
      Credit. (a)
General.
      (i) Subject to the
      terms and conditions set forth herein, the Borrower may request the issuance
      of
      Letters of Credit (A) for its own account, (B) for the account of any Restricted
      Subsidiary and (C) subject to Section 6.04 and to the last sentence of this
      paragraph, for the account of Unrestricted Subsidiaries, in any case in a form
      reasonably acceptable to the Administrative Agent and the applicable Issuing
      Bank, at any time and from time to time during the Revolving Availability
      Period. The issuance of any Letter of Credit for the account of an Unrestricted
      Subsidiary shall be deemed to constitute an Investment in an Unrestricted
      Subsidiary pursuant to Section 6.04 in the stated amount of such Letter of
      Credit.

     

    (ii)
      On the
      Effective Date, each Issuing Bank that has issued an Existing Letter of Credit
      shall be deemed, without further action by any party hereto, to have granted
      to
      each Revolving Lender and each Revolving Lender shall be deemed to have


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    purchased
      from such
      Issuing Bank a participation in such Existing Letter of Credit in accordance
      with paragraph (d) below. The applicable Issuing Banks and the Lenders that
      are
      also party to the PD Credit Agreement and the Existing Credit Agreement agree
      that concurrently with such grant, the participations in the Existing Letters
      of
      Credit granted to such lenders under the PD Credit Agreement or the Existing
      Credit Agreement, as applicable, shall be automatically canceled without further
      action by any of the parties thereto. On and after the Effective Date, each
      Existing Letter of Credit shall constitute a Letter of Credit for all purposes
      hereof. Any Lender that issued an Existing Letter of Credit but shall not have
      entered into an Issuing Bank Agreement shall have the rights of an Issuing
      Bank
      as to such Letter of Credit for purposes of this Section 2.05.

     

    (iii)
      The Borrower
      may at any time redesignate Letters of Credit as Letters of Credit under the
      Restated Credit Agreement (“RA
      Letters of
      Credit”);
provided
      that (A) the
      Borrower shall by notice to the Administrative Agent identify the Letters of
      Credit to be redesignated hereunder and certify that the conditions to such
      redesignation set forth in the following clause (B) are satisfied and that
      no
      Default shall have occurred and be continuing; and (B) no redesignation of
      a
      Letter of Credit shall become effective hereunder unless after giving effect
      to
      such redesignation the conditions precedent to the issuance, amendment, renewal
      or extension of an RA Letter of Credit under the Restated Credit Agreement
      shall
      be satisfied (or waived in accordance with Section 9.02 of the Restated Credit
      Agreement). If at any time the total Commitments (as defined in the Restated
      Credit Agreement) exceed the total Exposures (as defined in the Restated Credit
      Agreement), and, after giving effect to any prepayment required to be made
      under
      Section 2.10(b) of this Agreement within three Business Days of the origin
      of
      such excess, such excess shall not be reduced to zero, the Borrower hereby
      irrevocably directs the Administrative Agent to identify such Letter of Credit
      or Letters of Credit as will result in such excess being reduced to the smallest
      amount possible and redesignating each as an RA Letter of Credit; provided
      that no
      redesignation of a Letter of Credit shall become effective under this sentence
      unless after giving effect to such redesignation the conditions precedent to
      the
      issuance, amendment, renewal or extension of an RA Letter of Credit under the
      Restated Credit Agreement shall be satisfied. The Lenders hereby agree that
      upon
      the effectiveness of any redesignation of a Letter of Credit as an RA Letter
      of
      Credit, the Issuing Bank that issued such Letter of Credit shall be deemed,
      without further action by any party hereto, to have released the participation
      by each Revolving Lender in such Letter of Credit and on and after the
      effectiveness of any such redesignation, such Letter of Credit shall for all
      purposes hereof be treated in the same way as a Letter of Credit that has
      expired or been canceled.

     

    (b)
  Notice
      of
      Issuance, Amendment, Renewal, Extension; Certain Conditions.
      To request the
      issuance of a Letter of Credit (or the amendment, renewal or extension of an
      outstanding Letter of Credit), the Borrower shall hand deliver or telecopy
      (or
      transmit by electronic communication, if arrangements for doing so have been
      approved by the applicable Issuing Bank) to the applicable Issuing Bank and
      the
      Administrative Agent (reasonably in advance of the requested date of issuance,
      amendment, renewal or extension) a notice requesting the issuance of a Letter
      of
      Credit, or identifying the Letter of Credit to be amended, renewed or extended,
      and specifying the date of issuance, amendment, 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    renewal
      or
      extension (which shall be a Business Day), the date on which such Letter of
      Credit is to expire (which shall comply with paragraph (c) of this
      Section), the amount of such Letter of Credit, the name and address of the
      beneficiary thereof and such other information as shall be necessary to prepare,
      amend, renew or extend such Letter of Credit. If requested by an Issuing Bank,
      the Borrower also shall submit a letter of credit application on such Issuing
      Bank’s standard form in connection with any request to it for a Letter of
      Credit. A Letter of Credit shall be issued, amended, renewed or extended only
      if
      (and upon issuance, amendment, renewal or extension of each Letter of Credit
      the
      Borrower shall be deemed to represent and warrant that), after giving effect
      to
      such issuance, amendment, renewal or extension (i) the LC Exposure shall
      not, taken together with the “LC Exposure” under the Restated Credit Agreement,
      exceed $1,000,000,000, (ii) the Unrestricted Subsidiary LC Exposure shall
      not exceed $150,000,000 and (iii) the total Revolving Exposures shall not
      exceed the total Revolving Commitments. The Borrower shall certify at the time
      of each such request in respect of a Letter of Credit for the account of an
      Unrestricted Subsidiary that an Investment in such Unrestricted Subsidiary
      would
      be permitted at such time in the amount of such Letter of Credit under Section
      6.04.

     

    (c)
  Expiration
      Date.
      Each Letter of
      Credit shall expire at or prior to the close of business on the earlier of
      (i) the date one year after the date of the issuance of such Letter of
      Credit (or, in the case of any renewal or extension thereof, one year after
      such
      renewal or extension) and (ii) the date that is five Business Days prior to
      the Revolving Maturity Date; provided,
however,
      that a Letter of
      Credit may, upon the request of the Borrower, include a provision whereby such
      Letter of Credit shall be renewed automatically for additional consecutive
      periods of one year or less (but not beyond the date that is five Business
      Days
      prior to the Revolving Maturity Date) unless the applicable Issuing Bank
      notifies the beneficiary thereof at least 30 days prior to the then-applicable
      expiration date that such Letter of Credit will not be renewed.

     

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

     

    (e)
  Reimbursement.
      If an Issuing Bank
      shall make any LC Disbursement in respect of a Letter of Credit, the Borrower
      shall reimburse such LC Disbursement by paying to the Administrative Agent
      an
      amount equal to such LC Disbursement not later than 2:00 p.m., New York City
      time, on the date that such LC Disbursement is made, if the Borrower shall
      have
      received notice of such LC Disbursement prior to 10:00 a.m., New York City
      time,
      on such date, or, if such notice has not been received by the Borrower prior
      to
      such time on such date, then not later than (i) 2:00 p.m., New York City time,
      on the Business Day that the Borrower receives such notice, if such notice
      is
      received prior to 10:00 a.m., New York City time on the day of receipt, or
      (ii)
      12:00 noon, New York City time, on the Business Day immediately following the
      day that the Borrower receives such notice, if such notice is not received
      prior
      to 10:00 a.m., New York City time, on the day of receipt; provided
      that the Borrower
      may, subject to the conditions to borrowing set forth herein, request in
      accordance with Section 2.03 or 2.19 that such payment be financed with a
      Borrowing in an equivalent amount and, to the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    extent
      so financed,
      the Borrower’s obligation to make such payment shall be discharged and replaced
      by the resulting Borrowing. If the Borrower fails to make such a payment when
      due, the Administrative Agent shall notify each Revolving Lender of the
      applicable LC Disbursement, the payment then due from the Borrower in respect
      thereof and such Lender’s Applicable Percentage thereof. Promptly following
      receipt of such notice, each Revolving Lender shall pay to the Administrative
      Agent its Applicable Percentage of the payment then due from the Borrower,
      in
      the same manner as provided in Section 2.04 with respect to Loans made by
      such Lender (and Section 2.04 shall apply, mutatis mutandis,
      to the payment
      obligations of the Revolving Lenders), and the Administrative Agent shall
      promptly pay to the applicable Issuing Bank the amounts so received by it from
      the Revolving Lenders. Promptly following receipt by the Administrative Agent
      of
      any payment from the Borrower pursuant to this paragraph, the Administrative
      Agent shall distribute such payment to the applicable Issuing Bank or, to the
      extent that the Lenders have made payments pursuant to this paragraph to
      reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as
      their
      interests may appear. Any payment made by a Lender pursuant to this paragraph
      to
      reimburse an Issuing Bank for any LC Disbursement (other than the funding of
      Revolving Loans or a Swingline Loan as contemplated above) shall not constitute
      a Loan and shall not relieve the Borrower of its obligation to reimburse such
      LC
      Disbursement.

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    for
      further
      investigation, regardless of any notice or information to the contrary, or
      refuse to accept and make payment upon such documents if such documents are
      not
      in strict compliance with the terms of such Letter of Credit.

     

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

     

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

     

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

     

    (j)
  Cash
      Collateralization.
      If any Event of
      Default shall occur and be continuing or if the Borrower is required to provide
      cash collateral pursuant to Section 2.10(b) or if the Borrower gives
      written notice to the Administrative Agent that it elects to provide cash
      collateral for purposes of Section 6.14 and 6.15, on the Business Day on which
      the Borrower receives notice from the Administrative Agent or the Required
      Lenders (or, if the maturity of the Loans has been accelerated, Revolving
      Lenders with LC Exposure representing greater than 50% of the total LC Exposure)
      demanding the deposit of cash collateral pursuant to this paragraph, or on
      the
      date the Borrower provides notice of such election, as applicable, the Borrower
      shall deposit in an account with the Administrative Agent, in the name of the
      Administrative Agent and for the benefit of the Lenders, an amount in cash
      equal
      to the LC Exposure as of such date plus any accrued and unpaid interest thereon;
      provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    immediately
      due and
      payable, without demand or other notice of any kind, (i) upon the occurrence
      of
      any Event of Default with respect to the Borrower described in clause (g)
      or (h) of Article VII or (ii) upon the occurrence of the circumstances
      described in Section 2.10(b). Each such deposit shall be held by the
      Administrative Agent as collateral for the payment and performance of the
      obligations of the Borrower under this Agreement, and the Borrower hereby grants
      the Lenders a security interest in all funds and investments in such account
      to
      secure such obligations. The Administrative Agent shall have exclusive dominion
      and control, including the exclusive right of withdrawal, over such account.
      Other than any interest earned on the investment of such deposits, which
      investments shall be made at the option and sole discretion of the
      Administrative Agent and at the Borrower’s risk and expense, such deposits shall
      not bear interest. Interest or profits, if any, on such investments shall
      accumulate in such account. Moneys in such account shall be applied by the
      Administrative Agent to reimburse the Issuing Banks for LC Disbursements for
      which they have not been reimbursed and, to the extent not so applied, shall
      be
      held for the satisfaction of the reimbursement obligations of the Borrower
      for
      the LC Exposure at such time or, if the maturity of the Loans has been
      accelerated (but subject to the consent of Revolving Lenders with LC Exposure
      representing greater than 50% of the total LC Exposure), be applied to satisfy
      other obligations of the Borrower under this Agreement. If the Borrower is
      required to provide an amount of cash collateral hereunder as a result of the
      occurrence of an Event of Default or elects to provide such collateral for
      purposes of Section 6.14 and 6.15, such amount (to the extent not applied as
      aforesaid) shall be returned to the Borrower (i) in the case of any Event of
      Default, within three Business Days after all Events of Default have been cured
      or waived, or (ii) in the case of any such election, after the delivery of
      financial statements showing compliance with the financial ratio requirements
      set forth in Sections 6.14 and 6.15 or after receipt of written consent to
      such
      release from the Required Revolving Lenders.

     

    (k)
  Issuing
      Bank
      Agreements.
      Unless otherwise
      requested by the Administrative Agent, each Issuing Bank shall report in writing
      to the Administrative Agent (i) on the first Business Day of each week, the
      daily activity (set forth by day) in respect of Letters of Credit during the
      immediately preceding week, including all issuances, extensions, amendments
      and
      renewals, all expirations and cancelations and all disbursements and
      reimbursements, (ii) on or prior to each Business Day on which such Issuing
      Bank
      expects to issue, amend, renew or extend any Letter of Credit, the date of
      such
      issuance, amendment, renewal or extension, and the aggregate face amount of
      the
      Letters of Credit to be issued, amended, renewed or extended by it and
      outstanding after giving effect to such issuance, amendment, renewal or
      extension occurred (and whether the amount thereof changed), it being understood
      that such Issuing Bank shall not permit any issuance, renewal, extension or
      amendment resulting in an increase in the amount of any Letter of Credit to
      occur without first obtaining written confirmation from the Administrative
      Agent
      that it is then permitted under this Agreement, (iii) on each Business Day
      on
      which such Issuing Bank makes any LC Disbursement, the date of such LC
      Disbursement and the amount of such LC Disbursement, (iv) on any Business Day
      on
      which the Borrower fails to reimburse an LC Disbursement required to be
      reimbursed to such Issuing Bank on such day, the date of such failure and the
      amount of such LC Disbursement and (v) on any other Business Day, such other
      information as the Administrative Agent shall reasonably request.

     

    SECTION
      2.06.
  Interest
      Elections. (a)
Each
      Borrowing
      initially shall be of the Type specified in the applicable Borrowing Request
      or
      deemed by Section 2.03, and, in the case of a Eurodollar Borrowing, shall have
      an initial Interest Period as specified in such Borrowing Request or deemed
      by
      Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing
      to a
      different Type or to continue such Borrowing and, in the case of a Eurodollar
      Borrowing, may elect Interest Periods 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    therefor,
      all as
      provided in this Section. The Borrower may elect different options with respect
      to different portions of the affected Borrowing, in which case each such portion
      shall be allocated ratably among the Lenders holding the Loans comprising such
      Borrowing, and the Loans comprising each such portion shall be considered a
      separate Borrowing. This Section shall not apply to Swingline Borrowings, which
      may not be converted or continued.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.07.
  Termination
      and
      Reduction of Commitments. (a)
Unless
      previously
      terminated, (i) the Tranche A Commitments and Tranche B Commitments shall
      terminate at 5:00 p.m., New York City time, on the Effective Date and (ii)
      the
      Revolving Commitments shall terminate on the Revolving Maturity
      Date.

     

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

     

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

     

    SECTION
      2.08.
  Repayment of
      Loans; Evidence of Debt. (a)
The
      Borrower hereby
      unconditionally promises to pay (i) to the Administrative Agent for the account
      of each Lender the then unpaid principal amount of each Revolving Loan of such
      Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for
      the
      account of each Lender the then unpaid principal amount of each Term Loan of
      such Lender as provided in Section 2.09 and (iii) to the Swingline Lender the
      then unpaid principal amount of each Swingline Loan on the earlier of the
      Revolving Maturity Date and the first date after such Swingline Loan is made
      that is the 15th or last day of a calendar month and is at least two Business
      Days after such Swingline Loan is made, provided
      that on each date
      that a Revolving Borrowing is made, the Borrower shall repay all Swingline
      Loans
      that were outstanding on the date such Borrowing was requested.

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (e)
  Any
      Lender may
      request that Loans of any Class made by it be evidenced by a promissory note.
      In
      such event, the Borrower shall prepare, execute and deliver to such Lender
      a
      promissory note payable to the order of such Lender (or, if requested by such
      Lender, to such Lender and its registered assigns) and in a form approved by
      the
      Administrative Agent. Thereafter, the Loans evidenced by such promissory note
      and interest thereon shall at all times (including after assignment pursuant
      to
      Section 9.04) be represented by one or more promissory notes in such form
      payable to the order of the payee named therein (or, if such promissory note
      is
      a registered note, to such payee and its registered assigns).

     

    SECTION
      2.09.
  Amortization
      of
      Term Loans. (a)
Subject
      to
      adjustment pursuant to paragraph (d) of this Section, the Borrower shall repay
      Tranche A Term Borrowings on each date set forth below in the aggregate
      principal amount set forth opposite such date:

     

    
      	 	
              Date

            	
              Principal
                Amount

            	 
	 	
              September
                30,
                2007

            	
              $125,000,000

            	 
	 	
              March
                31,
                2008

            	
              $125,000,000

            	 
	 	
              September
                30,
                2008

            	
              $125,000,000

            	 
	 	
              March
                31,
                2009

            	
              $125,000,000

            	 
	 	
              September
                30,
                2009

            	
              $125,000,000

            	 
	 	
              March
                31,
                2010

            	
              $125,000,000

            	 
	 	
              September
                30,
                2010

            	
              $125,000,000

            	 
	 	
              March
                31,
                2011

            	
              $125,000,000

            	 
	 	
              September
                30,
                2011

            	
              $125,000,000

            	 
	 	
              Tranche
                A
                Maturity Date

            	
              $1,375,000,000

            	 


    

    


     

    (b)
  Subject
      to
      adjustment pursuant to paragraph (d) of this Section, the Borrower shall repay
      Tranche B Term Borrowings on each date set forth below in the aggregate
      principal amount set forth opposite such date:

     

    
      	 	
              Date

            	
              Principal
                Amount

            	 
	 	
              June
                30,
                2007

            	
              $18,750,000

            	 
	 	
              September
                30,
                2007

            	
              $18,750,000

            	 
	 	
              December
                31,
                2007

            	
              $18,750,000

            	 
	 	
              March
                31,
                2008

            	
              $18,750,000

            	 
	 	
              June
                30,
                2008

            	
              $18,750,000

            	 
	 	
              September
                30,
                2008

            	
              $18,750,000

            	 
	 	
              December
                31,
                2008

            	
              $18,750,000

            	 
	 	
              March
                31,
                2009

            	
              $18,750,000

            	 
	 	
              June
                30,
                2009

            	
              $18,750,000

            	 
	 	
              September
                30,
                2009

            	
              $18,750,000

            	 
	 	
              December 31,
                2009

            	
              $18,750,000

            	 
	 	
              March 31,
                2010

            	
              $18,750,000

            	 
	 	
              June 30,
                2010

            	
              $18,750,000

            	 
	 	
              September 30,
                2010

            	
              $18,750,000

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              December 31,
                2010

            	
              $18,750,000

            	 
	 	
              March 31,
                2011

            	
              $18,750,000

            	 
	 	
              June 30,
                2011

            	
              $18,750,000

            	 
	 	
              September 30,
                2011

            	
              $18,750,000

            	 
	 	
              December 31,
                2011

            	
              $18,750,000

            	 
	 	
              March 31,
                2012

            	
              $18,750,000

            	 
	 	
              June 30,
                      2012

            	
              $18,750,000

            	 
	 	
              September 30,
                2012

            	
              $18,750,000

            	 
	 	
              December 31,
                2012

            	
              $18,750,000

            	 
	 	
              March 31,
                2013

            	
              $18,750,000

            	 
	 	
              June 30,
                2013

            	
              $18,750,000

            	 
	 	
              September 30,
                2013

            	
              $18,750,000

            	 
	 	
              December 31,
                2013

            	
              $18,750,000

            	 
	 	
              Tranche
                B
                Maturity Date

            	
              $6,993,750,000

            	 


    

    


     

    (c)
  To
      the extent not
      previously paid, (i) all Tranche A Term Loans shall be due and payable on the
      Tranche A Maturity Date and (ii) all Tranche B Term Loans shall be due and
      payable on the Tranche B Maturity Date.

     

    (d)
  Any
      prepayment of a
      Term Borrowing of either Class shall be applied to reduce the subsequent
      scheduled repayments of the Term Borrowings of such Class to be made pursuant
      to
      this Section in direct order. If the initial aggregate amount of the Lenders’
Term Commitments of either Class exceeds the aggregate principal amount of
      Term
      Loans of such Class that are made on the Effective Date, then the scheduled
      repayments of Term Borrowings of such Class to be made pursuant to this Section
      shall be reduced ratably by an aggregate amount equal to such
      excess.

     

    (e)
  Prior
      to any
      repayment of any Term Borrowings of either Class hereunder, the Borrower shall
      select the Borrowing or Borrowings of the applicable Class to be repaid and
      shall notify the Administrative Agent by telephone (confirmed by telecopy)
      of
      such election not later than 12:00 noon, New York City time, three Business
      Days
      before the scheduled date of such repayment. Each repayment of a Borrowing
      shall
      be applied ratably to the Loans included in the repaid Borrowing. Repayments
      of
      Term Borrowings shall be accompanied by accrued interest on the amount
      repaid.

     

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

     

    (b)
  In
      the event and on
      each occasion on or prior to the Revolving Maturity Date that the sum of the
      Revolving Exposures exceeds the total Revolving Commitments, the Borrower shall
      prepay Revolving Borrowings in an aggregate amount equal to such excess;
provided
      that if no
      Revolving Borrowings are outstanding and the LC Exposure exceeds the total
      Revolving Commitments, the Borrower shall provide cash collateral in an
      aggregate amount equal to such excess in accordance with Section 2.05(j). In
      addition, at any time that Revolving Borrowings are outstanding and the total
      Revolving Commitments (as defined in the Restated Credit Agreement) exceed
      the
      total Revolving Exposures (as defined in the Restated Credit Agreement) by
      the
      minimum borrowing amount thereunder or more, the Borrower shall at the end
      of
      the next Interest Period for any Revolving Borrowing, prepay such Revolving
      Borrowing (or, if less, a portion of such Borrowing equal to the unused
      Commitments (as defined in the Restated Credit Agreement) at the time of such
      prepayment.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
  In
      the event and on
      each occasion that any Net Proceeds are received by or on behalf of the Borrower
      or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower
      shall, on the day such Net Proceeds are received (or, (x) in the case of a
      Prepayment Event described in clause (a) of the definition of the term
“Prepayment Event”, within three Business Days after such Net Proceeds are
      received or (y) in the case of a Prepayment Event described in clause (b) of
      the
      definition of “Prepayment Event”, within 15 Business Days after such Net
      Proceeds are received), prepay Term Borrowings in an aggregate amount equal
      to
      (i) in the case of a Prepayment Event described in clause (c) of the definition
      of the term “Prepayment Event”, (A) to the extent that Total Debt, prior to
      giving effect to such prepayment, exceeds $12,500,000,000, 50% until such Total
      Debt is reduced to $12,500,000,000, (B) to the extent that Total Debt, prior
      to
      giving effect to such prepayment but after giving effect to any prepayment
      pursuant to clause (A) above, exceeds $7,500,000,000 but is less than or equal
      to $12,500,000,000, 25% until such Total Debt is reduced to $7,500,000,000
      and
      (C) if Total Debt, after giving effect to any prepayment required under clause
      (A) or (B) above is less than or equal to $7,500,000,000, 0% of the amount
      of
      such Net Proceeds, (ii) in the case of any Prepayment Event under clause (e)
      of
      the definition of the term “Prepayment Event”, 50% of the amount of such Net
      Proceeds, and (iii) in the case of all other Prepayment Events, 100% of the
      amount of such Net Proceeds, provided
      that, in the case
      of any event described in clause (a) or (b) of the definition of the term
“Prepayment Event”, if the Borrower and the Restricted Subsidiaries apply the
      Net Proceeds from such event (or a portion thereof) within 365 days (or, if
      later, within 180 days after the Borrower or a Restricted Subsidiary has, prior
      to the expiration of such 365-day period, entered into a binding commitment
      to
      so reinvest such Net Proceeds) after receipt of such Net Proceeds and at a
      time
      when no Event of Default has occurred and is continuing, to acquire real
      property, equipment or other tangible assets to be used in the business of
      the
      Borrower and the Restricted Subsidiaries, provided
      that the Borrower
      has delivered to the Administrative Agent within (x) in the case of a Prepayment
      Event described in clause (a) of the definition of the term “Prepayment Event”
three Business Days or (y) in the case of a Prepayment Event described in clause
      (b) of the definition of “Prepayment Event” 15 Business Days after such Net
      Proceeds are received a certificate of a Financial Officer stating its intention
      to do so and certifying that no Event of Default has occurred and is continuing,
      then no prepayment shall be required pursuant to this paragraph in respect
      of
      the Net Proceeds in respect of such event (or the portion of such Net Proceeds
      specified in such certificate, if applicable) except to the extent of any such
      Net Proceeds therefrom that have not been so applied by the end of such 365
      day
      period (or, if later, such 180 day period), at which time a prepayment shall
      be
      required in an amount equal to such Net Proceeds that have not been so applied.
      Notwithstanding any other provision of this Agreement, including the provisions
      of this Section 2.10, following an event of default under any indenture
      governing any of the Ratable Obligations, if the trustee under the indenture
      governing such Ratable Obligations shall have delivered a notice to the
      Administrative Agent under the applicable Security Document stating that an
      event of default has occurred under such indenture and that the equal and
      ratable provisions shall thereafter apply to any disposition of Collateral
      equally and ratably securing such Ratable Obligations, then, until such notice
      is revoked, any Net Proceeds from the sale or disposition of such Collateral
      shall be applied in accordance with the provisions of the applicable Security
      Document rather than the provisions of this Agreement. In addition, in the
      event
      that any prepayment or offer to purchase would otherwise be required to be
      made
      in respect of any Net Proceeds for the benefit of the holders of the Ratable
      FCX
      Obligations on a date (the "Prepayment
      Date")
      prior to
      the  date any prepayment in respect of such Net Proceeds would
      otherwise be required to be made hereunder, (I) such prepayment hereunder shall,
      solely with respect to such Net Proceeds, be due on the Prepayment Date and
      (II)
      the amount of such required prepayment hereunder shall be reduced by the portion
      of such prepayment that is required to be paid to such holders 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    under
      the
      provisions applicable to such FCX Ratable Obligations (but in no event more
      than the amount that would be required to be so applied under the provisions
      applicable to such FCX Ratable Obligations on the Effective
      Date).

     

    (d)
  Following
      the end
      of each fiscal year of the Borrower, commencing with the fiscal year ending
      December 31, 2007, the Borrower shall prepay Term Borrowings in an aggregate
      amount equal to the ECF Percentage of Excess Cash Flow for such fiscal year,
      provided
      that (x) for the
      fiscal year ending December 31, 2007, Excess Cash Flow shall be calculated
      for
      the period from April 1, 2007 through December 31, 2007 and (y) the amount
      of
      such prepayment shall be reduced by the aggregate amount of prepayments of
      Term
      Loans made pursuant to Section 2.10(a) during such fiscal year. Each prepayment
      pursuant to this paragraph shall be made on or before the date on which
      financial statements are delivered pursuant to Section 5.01 with respect to
      the
      fiscal year for which Excess Cash Flow is being calculated (and in any event
      within 95 days after the end of such fiscal year). The “ECF
      Percentage”
at
      any time shall
      mean (a) at any time during a Collateral Shortfall Period, (i) to the extent
      that the Total Leverage Ratio, prior to giving effect to such prepayment,
      exceeds 3.0 to 1.0, 50%, until the Total Leverage Ratio is reduced to 3.0 to
      1.0, (ii) to the extent that the Total Leverage Ratio, prior to such prepayment
      but after giving effect to any prepayment pursuant to clause (a)(i) above,
      is
      less than or equal to 3.0 to 1.0 but exceeds 2.0 to 1.0, 25%, until the Total
      Leverage Ratio is reduced to 2.0 to 1.0 and (iii) to the extent that the Total
      Leverage Ratio, after giving effect to any prepayments made pursuant to clause
      (a)(i) and (a)(ii) above, is less than or equal to 2.0 to 1.0, 0%, or (b) at
      any
      other time, to the extent that the Total Leverage Ratio, prior to giving effect
      to such prepayment, exceeds 4.0 to 1.0, 50%, until such Total Leverage Ratio
      is
      reduced to 4.0 to 1.0, (ii) to the extent that the Total Leverage Ratio, prior
      to such prepayment but after giving effect to any prepayment pursuant to clause
      (b)(i) above, is less than or equal to 4.0 to 1.0 but exceeds 3.0 to 1.0, 25%,
      until the Total Leverage Ratio is reduced to 3.0 to 1.0 and (iii) to the extent
      that the Total Leverage Ratio, after giving effect to any prepayments made
      pursuant to clause (b)(i) and (b)(ii) above, is less than or equal to 3.0 to
      1.0, 0%.

     

    (e)
  Prior
      to any
      optional or mandatory prepayment of Borrowings hereunder, the Borrower shall
      select the Borrowing or Borrowings to be prepaid and shall specify such
      selection in the notice of such prepayment pursuant to paragraph (f) of this
      Section. In the event of any optional prepayment of Term Borrowings, the
      Borrower shall specify the Class or Classes of Term Borrowings to be prepaid
      and
      the amount of such prepayment to be applied to such Class or Classes, and the
      amount of any such prepayment of Term Borrowings of a Class shall be applied
      in
      direct order of maturity to the remaining amortization payments under Section
      2.09 on a pro-rata basis among the Term Lenders of such Class. In the event
      of
      any mandatory prepayment of Term Borrowings made at a time when Term Borrowings
      of more than one Class remain outstanding, the Borrower shall select Term
      Borrowings to be prepaid so that the aggregate amount of such prepayment is
      allocated between Tranche A Term Borrowings and Tranche B Term Borrowings pro
      rata based on the aggregate principal amount of outstanding Borrowings of each
      such Class and shall be applied in direct order of maturity to the remaining
      amortization payments under Section 2.09, provided
      that any Tranche B
      Lender may elect, by notice to the Administrative Agent by telephone (confirmed
      by telecopy) at least one Business Day prior to the prepayment date if and
      to
      the extent that any Tranche A Term Loans remain outstanding, to decline all
      or
      any portion of any prepayment of its Tranche B Term Loans pursuant to this
      Section (other than a mandatory prepayment in respect of a Prepayment Event
      described in clause (c) of the definition of the term “Prepayment Event”, which
      may not be declined), in which case the aggregate amount of the prepayment
      that
      would have been applied to prepay Tranche B Term Loans but was so declined
      shall
      be applied to prepay Tranche B Term 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Loans
      of
      non-declining Tranche B Lenders or Tranche A Term Borrowings as directed by
      the
      Borrower.

     

    (f)
  The
      Borrower shall
      notify the Administrative Agent (and, in the case of prepayment of a Swingline
      Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any
      prepayment hereunder (i) in the case of prepayment of a Eurodollar
      Borrowing, not later than 12:00 noon, New York City time, three Business Days
      before the date of prepayment or (ii) in the case of prepayment of an ABR
      Borrowing, not later than 12:00 noon, New York City time, on the date of
      prepayment. Each such notice shall be irrevocable and shall specify the
      prepayment date and the principal amount of each Borrowing or portion thereof
      to
      be prepaid; provided
      that (A) if a
      notice of optional voluntary prepayment is given in connection with a
      conditional notice of termination of the Commitments as contemplated by
      Section 2.07(c), then such notice of prepayment may be revoked if such
      notice of termination is revoked in accordance with Section 2.07(c), and
      (B) a notice of prepayment of the Term Borrowings may state that such notice
      is
      conditioned upon the effectiveness of other financings or of asset dispositions,
      in which case such notice may be revoked by FCX (by notice to the Administrative
      Agent on or prior to the specified effective date) if such condition is not
      satisfied. Promptly following receipt of any such notice (other than a notice
      relating solely to Swingline Loans), the Administrative Agent shall advise
      the
      Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
      be in an amount that would be permitted in the case of an advance of a Borrowing
      of the same Type as provided in Section 2.02. Each prepayment of a
      Borrowing shall be applied ratably to the Loans included in the prepaid
      Borrowing. Prepayments shall be accompanied by accrued interest to the extent
      required by Section 2.12.

     

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

     

    (b)
  The
      Borrower agrees
      to pay (i) to the Administrative Agent for the account of each Revolving
      Lender a participation fee with respect to such Lender’s participation in
      Letters of Credit, which shall accrue at the same Applicable Rate used to
      determine the interest rate applicable to Eurodollar Revolving Loans on the
      average daily amount of such Lender’s LC Exposure (excluding any portion thereof
      attributable to unreimbursed LC Disbursements) during the period from and
      including the Effective Date to but excluding 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    SECTION
      2.12.
  Interest. (a)
The
      Loans
      comprising each ABR Borrowing (including each Swingline Loan) shall bear
      interest at the Alternate Base Rate plus the Applicable Rate and plus, at all
      times during a Collateral Shortfall Period, 1.00%.

     

    (b)
  The
      Loans
      comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate for
      the Interest Period in effect for such Borrowing plus the Applicable Rate and
      plus, at all times during a Collateral Shortfall Period, 1.00%.

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)
  If
      any Lender shall
      give notice to the Administrative Agent and the Borrower at any time to the
      effect that Eurodollar Reserve Requirements are, or are scheduled to become,
      effective and that such Lender is or will be generally subject to 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    SECTION
      2.15.
  Break
      Funding
      Payments.
      In the event of
      (a) the payment of any principal of any Eurodollar Loan to the Borrower
      other than on the last day of an Interest Period applicable thereto (including
      as a result of an Event of Default), 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (c)
  The
      Borrower shall
      indemnify the Administrative Agent, each Lender and each Issuing Bank, within
      10
      days after written demand therefor, for the full amount of any Indemnified
      Taxes
      or Other Taxes paid by the Administrative Agent, such Lender or such Issuing
      Bank, as the case may be, on or with respect to any payment by or on account
      of
      any obligation of the Borrower hereunder or under any other Loan Document
      (including Indemnified Taxes or Other Taxes imposed or asserted on or
      attributable to amounts payable under this Section) and any penalties, interest
      and reasonable expenses arising therefrom or with respect thereto, whether
      or
      not such Indemnified Taxes or Other Taxes were correctly or legally imposed
      or
      asserted by the relevant Governmental Authority, provided,
however,
      that the Borrower
      shall not be obligated to make payment to the Administrative Agent or any Lender
      or Issuing Bank pursuant to this Section in respect of penalties, interest
      and
      other liabilities attributable to any Indemnified Taxes or Other Taxes, if
      such
      penalties, interest and other liabilities are attributable to the gross
      negligence or wilful misconduct of the Administrative Agent, Lender or Issuing
      Bank. A certificate as to the amount of such payment or liability delivered
      to
      the Borrower by a 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Lender
      or an
      Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
      of a
      Lender or an Issuing Bank, shall be conclusive absent manifest
      error.

     

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

     

    (e)
  If
      the
      Administrative Agent, a Lender or an Issuing Bank determines, in its sole
      discretion, that it has received a refund of any Taxes or Other Taxes as to
      which it has been indemnified by the Borrower or with respect to which the
      Borrower has paid additional amounts pursuant to this Section 2.16, it shall
      pay
      over such refund to the Borrower (but only to the extent of indemnity payments
      made, or additional amounts paid, by the Borrower under this Section 2.16 with
      respect to the Taxes or Other Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing
      Bank and without interest (other than any interest paid by the relevant
      Governmental Authority with respect to such refund); provided, that the
      Borrower, upon the request of the Administrative Agent, such Lender or such
      Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any
      penalties, interest or other charges imposed by the relevant Governmental
      Authority) to the Administrative Agent, such Lender or such Issuing Bank in
      the
      event the Administrative Agent, such Lender or such Issuing Bank is required
      to
      repay such refund to such Governmental Authority.

     

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

     

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

     

    SECTION
      2.17.
  Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs. (a)
The
      Borrower shall
      make each payment required to be made by it hereunder or under any other Loan
      Document (whether of principal, interest, fees or reimbursements of LC
      Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16 or
      otherwise) prior to the time expressly required hereunder or under such other
      Loan Document for such payment (or, if no such time is expressly required,
      prior
      to 12:00 noon, New York City time), on the date when due, in immediately
      available funds, without set-off or counterclaim. Any amounts received after
      such time on any date may, in the discretion of the Administrative Agent, be
      deemed to have been received on the next succeeding Business Day for purposes
      of
      calculating interest thereon. All such payments shall be made to the
      Administrative Agent at its offices at 270 Park Avenue, New York, New York,
      except payments to be made directly to an Issuing Bank or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Swingline
      Lender as
      expressly provided herein and except that payments pursuant to
      Sections 2.14 (other than paragraph (b) thereof), 2.15, 2.16 and 9.03
      shall be made directly to the Persons entitled thereto and payments pursuant
      to
      other Loan Documents shall be made to the Persons specified therein. The
      Administrative Agent shall distribute any such payments received by it for
      the
      account of any other Person to the appropriate recipient promptly following
      receipt thereof. If any payment under any Loan Document shall be due on a day
      that is not a Business Day, the date for payment shall be extended to the next
      succeeding Business Day, and, in the case of any payment accruing interest,
      interest thereon shall be payable for the period of such extension. All payments
      under each Loan Document shall be made in dollars.

     

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

     

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

     

    (d)
  Unless
      the
      Administrative Agent shall have received notice from the Borrower prior to
      the
      date on which any payment is due to the Administrative Agent for the account
      of
      the Lenders or an Issuing Bank hereunder that the Borrower will not make such
      payment, the Administrative Agent may assume that the Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption and in its sole discretion, distribute to the Lenders or such Issuing
      Bank, as the case may be, the amount due. In such event, if the Borrower has
      not
      in fact made such payment, 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    then
      each of the
      Lenders or such Issuing Bank, as the case may be, severally agrees to repay
      to
      the Administrative Agent forthwith on demand the amount so distributed to such
      Lender or such Issuing Bank with interest thereon, for each day from and
      including the date such amount is distributed to it to but excluding the date
      of
      payment to the Administrative Agent, at the greater of the Federal Funds
      Effective Rate and a rate determined by the Administrative Agent in accordance
      with banking industry rules on interbank compensation.

     

    (e)
  If
      any Lender shall
      fail to make any payment required to be made by it pursuant to
      Section 2.04, 2.05(d) or (e), 2.17(d), 2.19(c) or 9.03(c), then the
      Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.

     

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

     

    (b)
  If
      any Lender
      requests compensation under Section 2.14 (other than paragraph (b)
      thereof), or if the Borrower is required to pay any additional amount to any
      Lender or any Governmental Authority for the account of any Lender pursuant
      to
      Section 2.16, or if any Lender defaults in its obligation to fund Loans
      hereunder, or if any Lender has failed to consent to a proposed amendment,
      waiver, discharge or termination which pursuant to the terms of Section 9.02
      requires the consent of all of the Lenders affected and with respect to which
      the Required Lenders shall have granted their consent, then the Borrower may,
      at
      its sole expense and effort, upon notice to such Lender and the Administrative
      Agent, require such Lender to assign and delegate, without recourse (in
      accordance with and subject to the restrictions contained in Section 9.04),
      all its interests, rights and obligations under this Agreement to an assignee
      that shall assume such obligations (which assignee may be another Lender, if
      a
      Lender accepts such assignment); provided
      that (i) the
      Borrower shall have received the prior written consent of the Administrative
      Agent (and, if a Revolving Commitment is being assigned, each Principal Issuing
      Bank and the Swingline Lender), which consent shall not unreasonably be
      withheld, (ii) such Lender shall have received payment of an amount equal
      to the outstanding principal of its Loans and participations in LC Disbursements
      and Swingline Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Borrower (in the
      case of all other amounts), (iii) in the case of any such assignment
      resulting from a claim for compensation under Section 2.14 or payments
      required to be made pursuant to Section 2.16, such assignment will result
      in a material reduction in such compensation or payments, and (iv) in the case
      of any such assignment resulting from the failure to provide a consent, the
      assignee shall have given such consent and the fee required under Section
      9.04(b)(ii)(C) shall have been paid by 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    such
      assignee or by
      the Borrower. A Lender shall not be required to make any such assignment and
      delegation if, prior thereto, as a result of a waiver, consent or approval
      by
      such Lender or otherwise, the circumstances entitling the Borrower to require
      such assignment and delegation cease to apply.

     

    SECTION
      2.19.
  Swingline
      Loans. (a)
Subject
      to the
      terms and conditions set forth herein, the Swingline Lender agrees to make
      Swingline Loans to the Borrower from time to time during the Revolving
      Availability Period, in an aggregate principal amount at any time outstanding
      that will not result in (i) the aggregate principal amount of outstanding
      Swingline Loans exceeding $100,000,000 or (ii) the aggregate Revolving Exposures
      exceeding the aggregate Revolving Commitments, provided
      that the Swingline
      Lender shall not be required to make a Swingline Loan to refinance an
      outstanding Swingline Loan. Within the foregoing limits and subject to the
      terms
      and conditions set forth herein, the Borrower may borrow, prepay and reborrow
      Swingline Loans.

     

    (b)
  To
      request a
      Swingline Loan, the Borrower shall notify the Administrative Agent of such
      request by telephone (confirmed by telecopy), not later than 2:00 p.m., New
      York
      City time, on the day of such proposed Swingline Loan. Each such notice shall
      be
      irrevocable and shall specify the requested date (which shall be a Business
      Day)
      and amount of the requested Swingline Loan. The Administrative Agent will
      promptly advise the Swingline Lender of any such notice received from the
      Borrower. The Swingline Lender shall make each Swingline Loan available to
      the
      Borrower by means of a credit to the general deposit account of the Borrower
      maintained with the Swingline Lender (or, in the case of a Swingline Loan made
      to finance the reimbursement of an LC Disbursement as provided in Section
      2.05(e), by remittance to the applicable Issuing Bank or, to the extent that
      the
      Revolving Lenders have made payments pursuant to Section 2.05(e) to reimburse
      a
      Issuing Bank, to such Lenders and such Issuing Bank as their interests may
      appear) by 3:00 p.m., New York City time, on the requested date of such
      Swingline Loan.

     

    (c)
  The
      Swingline
      Lender may by written notice given to the Administrative Agent not later than
      12:00 noon, New York City time, on any Business Day require the Revolving
      Lenders to acquire participations on such Business Day in all or a portion
      of
      the Swingline Loans outstanding. Such notice shall specify the aggregate amount
      of Swingline Loans in which Revolving Lenders will participate. Promptly upon
      receipt of such notice, the Administrative Agent will give notice thereof to
      each Revolving Lender, specifying in such notice such Lender’s Applicable
      Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender
      hereby absolutely and unconditionally agrees, upon receipt of notice as provided
      above, to pay to the Administrative Agent, for the account of the Swingline
      Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline
      Loans. Each Revolving Lender acknowledges and agrees that its obligation to
      acquire participations in Swingline Loans pursuant to this paragraph is absolute
      and unconditional and shall not be affected by any circumstance whatsoever,
      including the occurrence and continuance of a Default or reduction or
      termination of the Commitments, and that each such payment shall be made without
      any offset, abatement, withholding or reduction whatsoever. Each Revolving
      Lender shall comply with its obligation under this paragraph by wire transfer
      of
      immediately available funds, in the same manner as provided in Section 2.04
      with
      respect to Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis,
      to the payment
      obligations of the Revolving Lenders), and the Administrative Agent shall
      promptly pay to the Swingline Lender the amounts so received by it from the
      Revolving Lenders. The Administrative Agent shall notify the Borrower of any
      participations in any Swingline Loan acquired pursuant to this paragraph, and
      thereafter (i) each participation 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    so
      acquired in such
      Swingline Loan shall be deemed to be a Revolving Loan and (ii) payments in
      respect of such Swingline Loan shall be made to the Administrative Agent and
      not
      to the Swingline Lender. Any amounts received by the Swingline Lender from
      the
      Borrower (or other party on behalf of the Borrower) in respect of a Swingline
      Loan after receipt by the Swingline Lender of the proceeds of a sale of
      participations therein shall be promptly remitted to the Administrative Agent;
      any such amounts received by the Administrative Agent shall be promptly remitted
      by the Administrative Agent to the Revolving Lenders that shall have made their
      payments pursuant to this paragraph and to the Swingline Lender, as their
      interests may appear, provided
      that any such
      payment so remitted shall be repaid to the Swingline Lender or the
      Administrative Agent, as the case may be, if and to the extent such payment
      is
      required to be refunded to the Borrower for any reason. The failure of any
      Revolving Lender to purchase any participation in a Swingline Loan pursuant
      to
      this paragraph shall not relieve the Borrower of any default in the payment
      thereof.

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    FCX
      represents and
      warrants to the Lenders on the date hereof, on the Effective Date and on each
      other date on which representations and warranties are made or deemed made
      hereunder that:

     

    SECTION
      3.01.
  Organization;
      Powers.
      The Borrower, each
      Loan Party and each of the Borrower’s other Restricted Subsidiaries is duly
      organized and validly existing (except to the extent that the failure of such
      other Restricted Subsidiaries to be duly organized and validly existing would
      not, individually or in the aggregate, be expected to result in a Material
      Adverse Effect) and, to the extent applicable, except where the failure to
      do
      so, individually or in the aggregate, would not reasonably be expected to result
      in a Material Adverse Effect in good standing under the laws of the jurisdiction
      of its organization, has, except where the failure to do so, individually or
      in
      the aggregate, would not reasonably be expected to result in a Material Adverse
      Effect, all requisite power and authority to carry on its business as now
      conducted and to execute, deliver and perform its obligations under each Loan
      Document to which it is a party and, except where the failure to do so,
      individually or in the aggregate, would not reasonably be expected to result
      in
      a Material Adverse Effect, is qualified to do business in, and is, to the extent
      applicable, in good standing in, every jurisdiction where such qualification
      is
      required.

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.03.
  Governmental
      Approvals; No Conflicts.
      Except as set
      forth in Schedule 3.03, the performance by each Loan Party of the Loan Documents
      to which it is to be party, the Borrowings and the issuances of Letters of
      Credit hereunder and the Transactions (a) do not require any consent or
      approval of, registration or filing with, or any other action by, any
      Governmental Authority, except (i) such as have been obtained or made and are
      in
      full force and effect, (ii) filings necessary to perfect Liens created under
      the
      Loan Documents, (iii) certain consents and approvals that may be required in
      order to provide certain guarantees or to grant certain Liens, in each case
      contemplated by the Collateral and Guarantee Requirement or Section 5.12 or
      5.13
      hereof, (iv) the filing of a certificate of merger with the Delaware Secretary
      of State to effect the Merger, (v) the filing of information in respect thereof
      with the Securities and Exchange Commission and (vi) other consents, approvals,
      registrations, filings or actions the failure of which to obtain or make,
      individually or in the aggregate, would not reasonably be expected to result
      in
      a Material Adverse Effect, (b) will not violate the charter, by-laws or other
      organizational documents of the Borrower or any of the Loan Parties,
      (c) except to the extent that any such violations or defaults would not,
      individually or in the aggregate, reasonably be expected to result in a Material
      Adverse Effect, (i) will not violate any applicable law or regulation or any
      order of any Governmental Authority and (ii) will not violate or result in
      a
      default under any indenture, agreement or other instrument binding upon the
      Borrower or any of its Restricted Subsidiaries or its assets and (d) will
      not result in the creation or imposition of any Lien on any asset of the
      Borrower or any of its Restricted Subsidiaries, except Liens created under
      the
      Loan Documents (including Ratable Liens securing Ratable FCX Obligations and
      Ratable Cyprus Obligations and, on and after the Additional Collateral Date,
      Ratable PD Obligations). All applicable waiting periods and appeal periods
      in
      respect of the Transactions under the Hart-Scott-Rodino Antitrust Improvements
      Act of 1976 have expired, in each case without the imposition of burdensome
      conditions

     

    SECTION
      3.04.
  Financial
      Condition; No Material Adverse Change. (a)
The
      Borrower has
      heretofore furnished to the Lenders the Borrower’s consolidated balance sheet
      and consolidated statements of income, stockholders’ equity and cash flows as of
      and for the fiscal year ended December 31, 2006, reported on by Ernst &
Young LLP, independent registered public accountants. Such financial statements
      present fairly, in all material respects, the consolidated financial position
      and consolidated results of operations and cash flows of the Borrower and its
      consolidated Subsidiaries as of such date and for such period in accordance
      with
      GAAP. 

     

    (b)
  The
      Borrower has
      heretofore furnished to the Lenders PD’s consolidated balance sheet and
      consolidated statements of income, shareholders’ equity and cash flows as of and
      for the fiscal year ended December 31, 2006, reported on by
      PricewaterhouseCoopers LLP, independent registered public accountants. Such
      financial statements present fairly, in all material respects, the consolidated
      financial position and consolidated results of operations and cash flows of
      PD
      and its consolidated subsidiaries as of such date and for such period in
      accordance with GAAP.

     

    (c)
  The
      Borrower has
      heretofore furnished to the Lenders its pro forma consolidated balance sheet
      as
      of December 31, 2006, prepared giving effect to the Transactions as if the
      Transactions had occurred on such date. Such pro forma consolidated balance
      sheet (i) has been prepared in good faith based on the same assumptions used
      to
      prepare the pro forma financial statements filed on Form 8-K with the Securities
      and Exchange Commission on March 1, 2007 (which assumptions are believed by
      the
      Borrower to be reasonable), (ii) based on the information available at the
      time
      of preparation thereof, reasonably reflects the adjustments appropriate to
      give
      pro 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    forma
      effect to the
      Transactions and (iii) is derived from the historical financial statements
      referred to in Sections 3.04(a) and 3.04(b) above.

     

    (d)
  Except
      as disclosed
      in the financial statements referred to above or the notes thereto or in the
      Confidential Information Materials and except for the Disclosed Matters, after
      giving effect to the Transactions, neither the Borrower nor any of the
      Restricted Subsidiaries has, as of the Effective Date, any material contingent
      liabilities, unusual long-term commitments or unrealized losses that would
      reasonably be expected to give rise to a Material Adverse Effect.

     

    (e)
  Except
      on the date
      hereof and on the Effective Date (as to which the condition set forth in Section
      4.01(t) shall apply), except as set forth in Schedule 3.04(e), since
      December 31, 2006, there has been no material adverse change in (i) the
      business, operations or financial condition of FCX and its Subsidiaries, taken
      as a whole, (ii) the ability of any Loan Party to perform its obligations
      under any Loan Document or (iii) the rights of or benefits available to the
      Lenders under the Loan Documents.

     

    SECTION
      3.05.
  Properties. (a)
Except
      to the
      extent that any failure to do so individually or in the aggregate would not
      reasonably be expected to result in a Material Adverse Effect, the Borrower
      and
      each of the Restricted Subsidiaries has good title to, or valid leasehold
      interests in, all of its real and personal property material to its business
      (including the Mortgaged Properties), except for Liens permitted by Section
      6.02.

     

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

     

    (c)
  Except
      to the
      extent that any such condemnation proceedings, individually or in the aggregate,
      would not reasonably be expected to result in a Material Adverse Effect, as
      of
      the Effective Date, none of the Borrower or any Restricted Subsidiary has
      received notice of, or has knowledge of, any pending or contemplated
      condemnation proceeding affecting any Mortgaged Property or any sale or
      disposition thereof in lieu of condemnation.

     

    SECTION
      3.06.
  Litigation
      and
      Environmental Matters. (a)
Except
      for the
      Disclosed Matters, there are no actions, suits or proceedings by or before
      any
      Governmental Authority pending against or, to the knowledge of the Borrower,
      threatened against or affecting the Borrower or any of its Restricted
      Subsidiaries that would reasonably be expected, individually or in the
      aggregate, to result in a Material Adverse Effect.

     

    (b)
  Except
      for the
      Disclosed Matters and except for any other matters that, individually or in
      the
      aggregate, would not reasonably be expected to result in a Material Adverse
      Effect, neither the Borrower nor any of its Restricted Subsidiaries (i) has
      failed to comply with any applicable Environmental Law or to obtain, maintain
      or
      comply with any permit, license or other approval required for its operations
      or
      properties under any applicable Environmental Law, (ii) is obligated to
      remediate contamination resulting from releases of Hazardous Materials or
      (iii) has received written notice of any claim with respect to any
      Environmental Liability.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      3.07.
  Compliance
      with
      Laws and Agreements.
      The Borrower and
      its Restricted Subsidiaries are in compliance in all material respects with
      all
      laws, regulations and orders of any Governmental Authority applicable to them
      or
      their properties and all indentures, agreements (including without limitation,
      in the case of PTFI, the Contract of Work) and other instruments binding upon
      them or their properties, except where the failure to do so, individually or
      in
      the aggregate, would not reasonably be expected to result in a Material Adverse
      Effect. No Default has occurred and is continuing.

     

    SECTION
      3.08.
  Investment
      Company Status.
      No Loan Party is
      an “investment company” under the Investment Company Act of 1940.

     

    SECTION
      3.09.
  Taxes.
      The Borrower and
      its Subsidiaries have timely filed or caused to be filed all Tax returns and
      reports required to have been filed by them and have paid or caused to be paid
      all Taxes required to have been paid by them, except (i) any Taxes that are
      being contested in good faith by appropriate proceedings and for which the
      Borrower or such Subsidiary, as applicable, has, to the extent required by
      GAAP,
      set aside on its books adequate reserves and (ii) returns and reports the
      non-filing of which, and Taxes the non-payment of which, individually or in
      the
      aggregate, would not reasonably be expected to result in a Material Adverse
      Effect.

     

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

     

    SECTION
      3.11.
  Disclosure.
      The Confidential
      Information Materials and the other reports, financial statements, certificates
      and other information furnished in writing by the Loan Parties or on behalf
      of,
      and with the authorization of, the Loan Parties to the Administrative Agent
      or
      any Lender in connection with the negotiation of this Agreement or any other
      Loan Document or delivered hereunder or thereunder (as modified or supplemented
      by other information so furnished), taken as a whole, do not contain any
      material misstatement of fact or omit to state any material fact necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading; provided
      that, with respect
      to projected financial information, the Borrower represents only that (i) such
      information was prepared in good faith based upon assumptions believed to be
      reasonable at the time delivered and (ii) if such projected financial
      information was delivered prior to the Effective Date, such projected financial
      information has not been modified by the Borrower as of the Effective Date
      in
      any respect material and adverse to the Lenders.

     

    SECTION
      3.12.
  Subsidiaries.
      Schedule 3.12 sets
      forth the name of, and the ownership interest of the Borrower and each
      Subsidiary in, each Subsidiary of the Borrower (other than Immaterial
      Subsidiaries) and specifies whether each such Subsidiary is a Loan Party, in
      each case as of the Effective Date.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      3.14.
  Labor
      Matters.
      As of the
      Effective Date, there are no strikes, lockouts or slowdowns against the Borrower
      or any Subsidiary pending or, to the knowledge of the Borrower, threatened,
      that
      would reasonably be expected to result, individually or in the aggregate, in
      a
      Material Adverse Effect. The consummation of the Transactions will not give
      rise
      to any right of termination or right of renegotiation on the part of any union
      under any collective bargaining agreement to which the Borrower or any
      Subsidiary is party that would reasonably be expected to result, individually
      or
      in the aggregate, in a Material Adverse Effect.

     

    SECTION
      3.15.
  Security
      Documents.
      At all times on
      and after the Effective Date, 

     

    (a)
  (i)
      The Collateral
      Agreement shall be effective to create in favor of the Collateral Agent for
      the
      ratable benefit of the Secured Parties (as defined in the Collateral Agreement)
      a valid and enforceable security interest in the Collateral (as defined therein)
      and the proceeds thereof and (i) when the Collateral (as defined therein)
      constituting certificated securities (as defined in the Uniform Commercial
      Code
      (as defined in the Collateral Agreement)) is delivered to the Collateral Agent
      thereunder together with instruments of transfer duly endorsed in blank, the
      security interest of the Collateral Agent therein will constitute a perfected
      Lien on, and security interest in, all right, title and interest of the Grantors
      (as defined in the Collateral Agreement) in such Collateral, prior and superior
      in right to any other Person (subject only to Liens permitted under Section
      6.02) (it being understood that no representation is made under this clause
      (i)
      as to (A) any such Collateral that is subject to a Foreign Pledge Agreement
      or
      (B) the perfection or priority of any Lien to the extent that such perfection
      or
      priority is determined under the law of a jurisdiction outside the United
      States, which are covered by paragraph (b) below), and (ii) when financing
      statements in appropriate form are filed in the offices specified in the
      Perfection Certificate, the security interest of the Collateral Agent will
      constitute a perfected Lien on and security interest in all right, title and
      interest of the Grantors (as defined in the Collateral Agreement) in the
      Collateral (as defined therein) and the proceeds thereof to the extent
      perfection can be obtained by filing Uniform Commercial Code financing
      statements, prior and superior to the rights of any other Person (subject only
      to Liens permitted under Section 6.02).

     

    (ii)
      On and after
      the Additional Collateral Date, the Additional Collateral Agreement shall be
      effective to create in favor of the Collateral Agent for the ratable benefit
      of
      the Secured Parties (as defined in the Additional Collateral Agreement) a valid
      and enforceable security interest in the Collateral (as defined therein) and
      the
      proceeds thereof and (i) when the Collateral (as defined therein) constituting
      certificated securities (as defined in the Uniform Commercial Code (as defined
      in the Additional Collateral Agreement)) is delivered to the Collateral Agent
      thereunder together with instruments of transfer duly endorsed in blank, the
      security interest of the Collateral Agent therein will constitute a perfected
      Lien on, and security interest in, all right, title and interest of the Grantors
      (as defined in the Additional Collateral Agreement) in such Collateral, prior
      and superior in right to any other Person (subject only to Liens permitted
      under
      Section 6.02) (it being understood that no representation is made under this
      clause (i) as to (A) any such Collateral that is subject to a Foreign Pledge
      Agreement or (B) the perfection or priority 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    of
      any Lien to the extent that such perfection or priority is determined under
      the
      law of a jurisdiction outside the United States, which are covered by paragraph
      (b) below), and (ii) when financing statements in appropriate form are filed
      in
      the offices specified in the Additional Perfection Certificate, the security
      interest of the Collateral Agent will constitute a perfected Lien on and
      security interest in all right, title and interest of the Grantors (as defined
      in the Additional Collateral Agreement) in the Collateral (as defined therein)
      and the proceeds thereof to the extent perfection can be obtained by filing
      Uniform Commercial Code financing statements, prior and superior to the rights
      of any other Person (subject only to Liens permitted under Section
      6.02).

     

    (b)
  After
      taking the
      actions specified for perfection therein, each Foreign Pledge Agreement, when
      executed and delivered, will be effective under applicable law to create in
      favor of the Collateral Agent for the ratable benefit of the Secured Parties
      a
      valid and enforceable security interest in the Collateral subject thereto,
      and
      will constitute a perfected Lien on and security interest in all right, title
      and interest of the Loan Parties in the Collateral subject thereto, prior and
      superior to the rights of any other Person (subject only to Liens permitted
      under Section 6.02). Without limiting the foregoing, upon execution thereof and
      upon service of notice of the pledge on the party against whom the pledged
      rights must be exercised, each FCX Pledge Agreement, when executed and
      delivered, will be in full force and effect and will constitute first priority,
      perfected security interests in the Pledged PTFI Shares and the Pledged PTII
      Shares, as applicable, in each case in favor of the Collateral Agent for the
      ratable benefit of the holders of the Secured Obligations, the holders of the
      FI
      Obligations and the holders of the Ratable FCX Obligations (subject only to
      Permitted Encumbrances).

     

    (c)
  When
      the Additional
      Collateral Agreement or a summary thereof is properly filed in the United States
      Patent and Trademark Office and the United States Copyright Office, and, with
      respect to Collateral in which a security interest cannot be perfected by such
      filings, upon the proper filing of the financing statements referred to in
      paragraph (a) above, the Additional Collateral Agreement and such financing
      statements shall constitute a perfected Lien on, and security interest in,
      all
      right, title and interest of the grantors thereunder in the Material US Patents,
      Material US Copyrights and Material US Trademarks (as defined in the Additional
      Collateral Agreement), in each case prior and superior in right to any other
      Person (subject only to Liens permitted under Section 6.02) (it being understood
      that subsequent recordings in the United States Patent and Trademark Office
      and
      the United States Copyright Office may be necessary to perfect a lien on
      Material US Patents, Material US Copyrights and Material US Trademarks acquired
      by the grantors after the date hereof).

     

    (d)
  Each
      Mortgage, upon
      execution and delivery by the parties thereto, will create in favor of the
      Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
      valid and enforceable Lien on all the applicable mortgagor’s right, title and
      interest in and to the Mortgaged Properties (other than immaterial portions
      thereof) subject thereto and the proceeds thereof, and when the Mortgages have
      been recorded in the jurisdictions specified in the Additional Perfection
      Certificate, the Mortgages will constitute a perfected Lien on all right, title
      and interest of the mortgagors in the Mortgaged Properties (other than
      immaterial portions thereof) and the proceeds thereof, prior and superior in
      right to any other Person (but subject to Liens permitted under Section 6.02)
      (it being understood that for purposes of this paragraph (d) all the Mortgaged
      Properties covered by a single Mortgage shall be deemed to be a single real
      property).

     

    (e)
  At
      all times on and
      after the Effective Date, the Collateral and Guarantee Requirement is
      satisfied.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.16.
  Federal
      Reserve
      Regulations.
      No part of the
      proceeds of the Loans will be used, whether directly or indirectly, for any
      purpose which entails a violation (including on the part of any Lender) of
      Regulation U or X of the Board.

     

    SECTION
      3.17.
  Solvency.
      Immediately after
      the consummation of the Transactions to occur on the Effective Date and
      immediately following the making of each Loan made on the Effective Date and
      after giving effect to the application of the proceeds of such Loans and to
      all
      rights of reimbursement, contribution and subrogation, (a) the fair value of
      the
      consolidated assets of the Borrower, at a fair valuation, will exceed its
      consolidated debts and liabilities, subordinated, contingent or otherwise;
      (b)
      the present fair saleable value of the consolidated property of the Borrower
      will be greater than the amount that will be required to pay the probable
      liability of its consolidated debts and other liabilities, subordinated,
      contingent or otherwise, as such consolidated debts and other liabilities become
      absolute and matured; (c) the Borrower and its Subsidiaries, on a consolidated
      basis, will be able to pay their consolidated debts and liabilities,
      subordinated, contingent or otherwise, as such consolidated debts and
      liabilities become absolute and matured; and (d) the Borrower will not have
      unreasonably small capital with which to conduct the business in which it is
      engaged as such business is now conducted and is proposed to be conducted
      following the Effective Date.

     

    SECTION
      3.18.
  Senior
      Indebtedness.
      Each of the
      Obligations constitutes “senior indebtedness” (however such concept is
      denominated) under and in respect of each indenture or other agreement or
      instrument under which any indebtedness that is junior or subordinated to the
      Obligations is outstanding.

     

    ARTICLE
      IV

     

    Conditions

     

    SECTION
      4.01.
  Effective
      Date.
      The obligations of
      the Lenders to make Loans and of the Issuing Banks to issue, amend, renew or
      extend any Letter of Credit hereunder, and the incorporation of the Existing
      Letters of Credit as Letters of Credit hereunder, shall not become effective
      until the date on which each of the following conditions is satisfied (or waived
      in accordance with Section 9.02):

     

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

     

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

     

    (c)  The
      Administrative
      Agent shall have received a certificate, dated the Effective Date and signed
      by
      the President, a Vice President or a Financial Officer 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    of
      the Borrower,
      confirming compliance with the conditions set forth in paragraphs (a), (b)
      and
      (c) of Section 4.02.

     

    (d)  The
      Existing Credit
      Agreement shall have been amended and restated as the Restated Credit Agreement.
      

     

    (e)  The
      Administrative
      Agent shall have received all fees and other amounts due and payable on or
      prior
      to the Effective Date under this Agreement, including (i) all fees
      separately agreed to be payable to the Agents, J.P. Morgan Securities Inc.
      and
      Merrill Lynch, Pierce, Fenner & Smith Incorporated by the Borrower in
      respect of this Agreement and (ii) to the extent invoiced at least one
      Business Day prior to the Effective Date, reimbursement or payment of all
      out-of-pocket expenses (including fees, charges and disbursements of counsel)
      required to be reimbursed or paid by the Borrower under this Agreement or any
      other Loan Document.

     

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

     

    (g)  All
      consents and
      approvals required to be obtained from any Governmental Authority or other
      Person in connection with the execution of this Agreement shall have been
      obtained.

     

    (h)  The
      Lenders shall
      have received projections (broken down by quarter for the first year and by
      year
      thereafter) of the Borrower and its Subsidiaries, after giving effect to the
      Transactions, through the fifth anniversary of the Effective Date.

     

    (i)  
      The Lenders shall
      have received a satisfactory update to the ERM Report.

     

    (j)  The
      Administrative
      Agent shall have received a favorable written opinion (addressed to the
      Administrative Agent and the Lenders and dated the Effective Date) of each
      of
      (i) Davis Polk & Wardwell, New York counsel for the Borrower and the
      Subsidiaries, substantially in the form of Exhibit G-1, (ii) Jones, Walker,
      Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the
      Borrower and the Subsidiaries, substantially in the form of Exhibit G-2, (iii)
      local counsel in each jurisdiction where a Subsidiary Guarantor, a Subsidiary
      Grantor (as defined in the Collateral Agreement) or a Permitted Pledgee the
      Equity Interests in which are being pledged pursuant to the Collateral Agreement
      or any Foreign Pledge Agreement is organized, in each case in form and substance
      reasonably satisfactory to the Administrative Agent, (iv) Indonesian counsel
      for
      the Borrower, substantially in the form of Exhibit G-3, and (v) Indonesian
      counsel for the Lenders, substantially in the form of Exhibit G-4.

     

    (k)  The
      Administrative
      Agent shall have received (i) a completed Perfection Certificate dated the
      Effective Date and signed by the President, a Vice President or a Financial
      Officer of the Borrower and (ii) the results of a lien search with respect
      to
      each Loan Party in the jurisdiction where such Loan Party is located (within
      the
      meaning of Section 9-307 of the Uniform Commercial Code as in effect in the
      State of New York) and evidence reasonably satisfactory to the Administrative
      Agent that the Liens indicated by such search are permitted by Section 6.02
      or
      have been (or, substantially simultaneous with the initial funding of Loans
      on
      the Effective Date, will be) released.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (l)  The
      Collateral and
      Guarantee Requirement shall have been satisfied.

     

    (m)  The
      Administrative
      Agent shall have received a customary certificate from the chief financial
      officer of the Borrower, certifying as to the solvency (within the meaning
      of
      Section 3.17) of the Borrower and its Subsidiaries on a consolidated basis
      after
      giving effect to the Transactions.

     

    (n)  The
      Merger shall
      have been consummated or shall be consummated substantially simultaneously
      with
      the initial funding of Loans on the Effective Date in accordance with applicable
      law and the Merger Agreement (and no provision of the Merger Agreement shall
      have been waived, amended, supplemented or otherwise modified from the form
      thereof provided to the Agents on November 18, 2006, in a manner material and
      adverse to the Lenders without the consent of the Agents). The Agents shall
      have
      received copies of the Merger Agreement and all certificates and other documents
      delivered thereunder, certified by the President, a Vice President or a
      Financial Officer of the Borrower as being complete and correct. The terms
      of
      any other agreements that are material to the interests of the Lenders entered
      into in connection with the Merger shall not be inconsistent in any material
      respect with the terms of the Term Sheet (including the annexes thereto)
      contained in the Confidential Information Materials and the Merger
      Agreement.

     

    (o)  All
      commitments
      under the PD Credit Agreement shall have been (or, substantially simultaneous
      with the initial funding of Loans on the Effective Date, shall be) terminated,
      and all loans, interest and other amounts accrued or owing thereunder shall
      have
      been repaid in full (except that the Existing Letters of Credit shall remain
      outstanding as Letters of Credit hereunder or under the Restated Credit
      Agreement) and all guarantees and liens granted in respect thereof shall have
      been (or, substantially simultaneous with the initial funding of Loans on the
      Effective Date, will be) released. The Administrative Agent shall have received
      a payoff and release letter with respect to the PD Credit Agreement in form
      and
      substance reasonably satisfactory to the Administrative Agent.

     

    (p)  After
      giving effect
      to the Transactions, the Borrower and the Subsidiaries shall have outstanding
      no
      Indebtedness or preferred Equity Interests other than (i) the Loans and Letters
      of Credit under this Agreement, (ii) the Senior Notes, (iii) credit extensions
      under the Restated Credit Agreement, (iv) the Existing Indebtedness, (v) Capital
      Lease Obligations incurred in the ordinary course of business, (vi) up to
      $100,000,000 of credit facilities or other Indebtedness incurred after November
      18, 2006, (vii) $1,100,000,000 of existing perpetual preferred stock of the
      Borrower, (viii) Indebtedness owed to the Borrower or any Subsidiary that is
      in
      compliance with the Collateral and Guarantee Requirement and Section
      6.01(a)(iii) and (ix) letters of credit issued in connection with environmental
      assurances and reclamation or issued for the account of Foreign Subsidiaries
      in
      an aggregate face amount not exceeding $700,000,000.

     

    (q)  The
      Lenders shall
      have received (the receipt of which is hereby acknowledged) audited consolidated
      balance sheets and consolidated statements of income, stockholders’ equity and
      cash flows of each of the Borrower and PD as of and for each of the three most
      recently completed fiscal years ended on or prior to December 31, 2006, and
      the
      related notes thereto, reported on by independent registered public accountants
      (without a “going concern” or like qualification or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    exception
      and
      without any qualification or exception as to the scope of such
      audit).

     

    (r)  The
      Administrative
      Agent shall have received (the receipt of which is hereby acknowledged) a pro
      forma consolidated balance sheet of the Borrower as of the date of the most
      recent consolidated balance sheet delivered pursuant to paragraph (q) above
      and
      a pro forma statement of operations for the most recent fiscal year, adjusted
      to
      give effect to the Transactions, the other transactions related thereto and
      any
      other transactions that would be required to be given pro forma effect by
      Regulation S-X promulgated under the Securities Act of 1933, as amended, and
      such other adjustments as are customary for similar financings or as otherwise
      agreed between the Borrower and the Administrative Agent.

     

    (s)  After
      giving effect
      to the Transactions on the Effective Date, the aggregate unused available amount
      of Revolving Commitments and unused available commitments under the Restated
      Credit Agreement shall be not less than $1,000,000,000.

     

    (t)  There
      shall not
      have occurred a “Material Adverse Effect” (as defined in the Merger Agreement)
      in respect of PD and its subsidiaries.

     

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

     

    SECTION
      4.02.
  Each
      Credit
      Event.
      The obligation of
      each Lender to make a Loan, and of any Issuing Bank to issue, amend, extend
      or
      renew a Letter of Credit, is subject to receipt of the request therefor in
      accordance herewith and to the satisfaction of the following
      conditions:

     

    (a)  (i)
      With respect to
      any credit event following the Effective Date, the representations and
      warranties of each Loan Party set forth in the Loan Documents shall be true
      and
      correct in all material respects on and as of the date of such Borrowing or
      the
      date of issuance, amendment, renewal or extension of such Letter of Credit,
      as
      applicable, except where such representations and warranties expressly relate
      to
      an earlier date, in which case such representations and warranties shall have
      been true and correct in all material respects as of such earlier date and
      (ii)
      with respect to any credit event on the Effective Date, (A) such of the
      representations made by or with respect to the Borrower, PD or their respective
      subsidiaries in the Merger Agreement as are material to the interests of the
      Lenders (but only to the extent that the Borrower has the right to terminate
      its
      obligations under the Merger Agreement as a result of a breach of such
      representations in the Merger Agreement (determined without regard to any
      waiver, amendment or other modification of the Merger Agreement)) and (B) the
      Specified Representations shall be true and correct in all material respects
      on
      and as of the Effective Date.

     

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

     

    (c)  At
      the time of and
      immediately after giving effect to any such Revolving Borrowing or issuance
      of
      such Letter of Credit, as applicable, the aggregate amount of unused
      commitments, if any, existing under the Restated Credit Agreement shall not
      exceed $5,000,000.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    ARTICLE
      V

     

    Affirmative
      Covenants

     

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

     

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

     

    (a)  within
      95 days
      after the end of each fiscal year of the Borrower, beginning with fiscal year
      2007, an audited consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries and related consolidated statements of income, stockholders’ equity
      and cash flows as of the end of and for such year, setting forth in each case
      in
      comparative form the figures for the previous fiscal year, all reported on
      by
      Ernst & Young LLP or other registered independent public accountants of
      recognized national standing (without a “going concern” or like qualification or
      exception and without any qualification or exception as to the scope of such
      audit) to the effect that such consolidated financial statements present fairly
      in all material respects the financial condition and results of operations
      of
      the Borrower and its consolidated Subsidiaries on a consolidated basis in
      accordance with GAAP consistently applied;

     

    (b)  within
      50 days
      after the end of each of the first three fiscal quarters of each fiscal year
      of
      the Borrower, an unaudited consolidated balance sheet of the Borrower and its
      consolidated Subsidiaries and related consolidated statements of income as
      of
      the end of and for such fiscal quarter and related consolidated statements
      of
      income and cash flows for the then elapsed portion of the fiscal year, setting
      forth in each case in comparative form the figures for the corresponding period
      or periods of (or, in the case of the balance sheet, as of the end of) the
      previous fiscal year, all certified by one of its Financial Officers as
      presenting fairly in all material respects the financial condition and results
      of operations of the Borrower and its consolidated Subsidiaries on a
      consolidated basis in accordance with GAAP consistently applied, subject to
      normal year-end audit adjustments and the absence of footnotes;

     

    (c)  concurrently
      with
      any delivery of financial statements under clause (a) or (b) above, a
      certificate of a Financial Officer of the Borrower (i) certifying as to
      whether a Default has occurred and, if a Default has occurred, specifying the
      details thereof and any action taken or proposed to be taken with respect
      thereto, (ii) at any time that any Revolving Exposure is outstanding (other
      than outstanding Letters of Credit that have been fully cash collateralized
      in
      accordance with Section 2.05(j)), setting forth reasonably detailed calculations
      demonstrating compliance with the Financial Covenants, (iii) setting forth


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    reasonably
      detailed
      calculations of Consolidated Net Income, Consolidated Adjusted Net Income,
      Consolidated EBITDA, Consolidated Total Assets, Consolidated Revenues, Equity
      Proceeds, Restricted Uses and the Restricted Uses Basket as at the end of and
      for the applicable fiscal period, (iv) stating whether any change in GAAP or
      in
      the application thereof has occurred since the date of the audited financial
      statements referred to in Section 3.04 and, if any such change has
      occurred, specifying the effect of such change on the financial statements
      accompanying such certificate, and (v) identifying all Subsidiaries (other
      than Immaterial Subsidiaries) formed or acquired since the end of the previous
      fiscal quarter and indicating whether each such Subsidiary is a Restricted
      Subsidiary or an Unrestricted Subsidiary;

     

    (d)  concurrently
      with
      any delivery of financial statements under clause (a) above, a certificate
      of
      the accountants that reported on such financial statements stating whether
      they
      obtained knowledge during the course of their examination of such financial
      statements of any Event of Default under Section 6.14 or 6.15 (which certificate
      may be limited to the extent required by accounting rules or
      guidelines);

     

    (e)  at
      least 30 days
      prior to the commencement of each fiscal year of the Borrower, a detailed
      consolidated budget for such fiscal year (including a projected consolidated
      balance sheet and related consolidated statements of projected income and cash
      flow, in each case as of the end of and for such fiscal year, and setting forth
      the material underlying assumptions applicable thereto);

     

    (f)  promptly
      after the
      same become publicly available, copies of all periodic and other reports, proxy
      statements and other materials publicly filed by the Borrower with the
      Securities and Exchange Commission or any Governmental Authority succeeding
      to
      any or all of the functions of said Commission (other than amendments to any
      registration statement (to the extent such registration statement, in the form
      it became effective, is delivered), exhibits to any registration statement
      and,
      if applicable, any registration statement on Form S-8) and in any case not
      otherwise required to be delivered to the Administrative Agent pursuant hereto;
      and

     

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

     

    SECTION
      5.02.
  Notices
      of
      Material Events.
      Promptly after any
      Financial Officer obtains knowledge thereof, the Borrower will furnish to the
      Administrative Agent and each Lender written notice of the
      following:

     

    (a)  the
      occurrence of
      any Default;

     

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

     

    (c)  the
      occurrence of
      any ERISA Event that, alone or together with any other ERISA Events that have
      occurred, would reasonably be expected to result in a Material Adverse Effect;
      and

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    SECTION
      5.03.
  Information
      Regarding Collateral.
      The Borrower will
      furnish to the Administrative Agent and the Collateral Agent prompt written
      notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan
      Party’s Federal Taxpayer Identification Number or identification number, if any,
      issued to it by the jurisdiction under the laws of which it is organized or
      (iii) in the jurisdiction of any Loan Party’s organization. The Borrower agrees
      not to effect or permit any change referred to in the preceding sentence unless
      all filings have been made under the Uniform Commercial Code or otherwise that
      are required in order for the Administrative Agent or Collateral Agent, as
      applicable, to continue, to the extent existing prior to such change, at all
      times following such change to have a valid, legal and perfected security
      interest in all the Collateral.

     

    SECTION
      5.04.
  Existence;
      Conduct of Business.
      The Borrower will,
      and will cause each of its Restricted Subsidiaries to, do or cause to be done
      all things necessary to preserve, renew and keep in full force and effect (i)
      its legal existence, except in the case of any Subsidiary other than PD or
      PTFI
      , to the extent the failure to do so would not reasonably be expected to have
      a
      Material Adverse Effect, and (ii) the rights, licenses, permits, privileges,
      franchises, patents, copyrights, trademarks and trade names material to the
      conduct of its business, except to the extent the failure to do so would not
      reasonably be expected to have a Material Adverse Effect; provided
      that the foregoing
      shall not prohibit any merger, consolidation, liquidation or dissolution
      permitted under Section 6.03 and is in the case of PTFI subject to Section
      9.18(c).

     

    SECTION
      5.05.
  Payment
      of
      Obligations.
      The Borrower will,
      and will cause each of its Restricted Subsidiaries to, pay all Tax liabilities,
      before the same shall become delinquent or in default, except where
      (a)(i) the validity or amount thereof is being contested in good faith by
      appropriate proceedings and (ii) the Borrower or such Subsidiary has set
      aside on its books adequate reserves with respect thereto in accordance with
      GAAP or (b) the failure to make any such payments, individually or in the
      aggregate, would not reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      5.06.
  Maintenance
      of
      Properties.
      Except where a
      failure individually or in the aggregate to do so would not reasonably be
      expected to result in a Material Adverse Effect, the Borrower will, and will
      cause each of its Restricted Subsidiaries to, keep and maintain all property
      material to the conduct of its business in good working order and condition,
      ordinary wear and tear excepted.

     

    SECTION
      5.07.
  Insurance.
      The Borrower will,
      and will cause each of its Restricted Subsidiaries to, maintain, with
      financially sound and reputable insurance companies insurance in such amounts
      and against such risks as are customarily maintained by companies of established
      repute engaged in the same or similar businesses operating in the same or
      similar locations (after giving effect to any self-insurance reasonable and
      customary for similarly situated companies). On and after the Additional
      Collateral Date, all such policies of insurance covering physical loss or damage
      to Collateral shall be endorsed or otherwise amended to include the Collateral
      Agent and Security Agent as loss payee as their interests may appear, in
      customary form and 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    otherwise
      in
      accordance with Section 4.03(h) of the Additional Collateral Agreement. The
      Borrower will furnish to the Lenders, upon request of the Administrative Agent,
      information in reasonable detail as to the insurance so maintained.

     

    SECTION
      5.08.
  Casualty
      and
      Condemnation.
      On and after the
      Additional Collateral Date, the Borrower will furnish to the Administrative
      Agent prompt written notice of any casualty or other insured damage to any
      material portion of the Collateral or the commencement of any action or
      proceeding for the taking of any material portion of the Collateral under power
      of eminent domain or by condemnation or similar proceeding.

     

    SECTION
      5.09.
  Books
      and
      Records; Inspection and Audit Rights.
      The Borrower will,
      and will cause each of its Restricted Subsidiaries to, keep proper books of
      record and account sufficient to permit the preparation of financial statements
      in accordance with GAAP. The Borrower will, and will cause each of its
      Restricted Subsidiaries to, permit any representatives designated by the
      Administrative Agent or any Lender, upon reasonable prior notice and during
      normal business hours, to visit and inspect its properties, to examine and
      make
      extracts from its books and records, and to discuss its affairs, finances and
      condition with its officers and independent accountants; provided that,
      excluding any such visits and inspections during the continuation of an Event
      of
      Default, only the Administrative Agent on behalf of the Lenders may exercise
      rights under this Section 5.09 and the Administrative Agent shall not exercise
      such rights more than two times during any calendar year absent the existence
      of
      an Event of Default and for one such time the reasonable expenses of the
      Administrative Agent in connection with such visit or inspection shall be for
      the Borrower’s account; provided, further, that when an Event of Default exists,
      the Administrative Agent or any Lender (or any of their respective
      representatives) may do any of the foregoing at the reasonable expense of the
      Borrower at any time during normal business hours and upon reasonable advance
      notice. The Administrative Agent and the Lenders shall give the Borrower the
      opportunity to participate in any discussions with the Borrower’s independent
      accountants.

     

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

     

    (b)
  Except
      where the
      failure to do so, individually or in the aggregate, would not reasonably be
      expected to result in a Material Adverse Effect, the Borrower will, and will
      cause its Subsidiaries to, (i) comply, in all material respects with all
      Environmental Laws applicable to its operations and properties, (ii) obtain
      and
      renew all permits required by Environmental Laws necessary for its operations
      and properties, and (iii) conduct any remedial actions in compliance with
      applicable Environmental Laws; provided,
however,
      that the Borrower
      and its Subsidiaries shall not be required to undertake any remedial action
      or
      obtain or renew any environmental permit, or comply with any Environmental
      Law
      to the extent that its obligation to do so is being contested in good faith
      and
      by proper proceedings and appropriate reserves, in accordance with GAAP, are
      maintained in connection therewith. If the Borrower is in default of its
      obligations under this paragraph, the Borrower will, at the request of the
      Required Lenders through the Administrative Agent, provide to the Lenders within
      60 days after such request, at the expense of the Borrower, an environmental
      site assessment report for the properties to which such default relates,
      prepared by an environmental consulting firm reasonably acceptable to the
      Administrative Agent and evaluating whether or not Hazardous Materials are
      likely to have been released at or to have adversely affected the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    property,
      or
      otherwise resulted in Environmental Liability and the estimated cost of any
      compliance or remedial action in connection with such matters.

     

    (c)
  The
      Borrower will
      in good faith and with commercially reasonable efforts, and will similarly
      cause
      each of its Subsidiaries to, in all material respects, operate its future major
      new mining projects (including the Tenke Fungurume project) and related
      activities in accordance with applicable IFC Guidelines and World Bank
      Guidelines in existence on December 31, 2006, and as referenced in Annex A
      to
      the ERM Report, as appropriate to the nature of such new major project,
      including with respect to the Otomona River at closure; provided,
however,
      that such
      requirement will not apply to future major new mining projects that are located
      in the United States or in other jurisdictions where the applicable rules with
      respect to environmental issues are generally equivalent or more stringent
      than
      the IFC and World Bank Guidelines referenced above. With respect to existing
      operations in Indonesia, the Borrower will cause PTFI to maintain majority
      compliance with applicable World Bank Guidelines and IFC Guidelines in existence
      on December 31, 2006, except where noted and accepted in the ERM Report. In
      addition, the Borrower will cause PTFI to conduct its operations in accordance
      with the current International Council on Mining and Metals’ (ICMM) principles
      referenced in Schedule 5.10A, and adhere to ICMM current commitments on World
      Heritage properties included in Schedule 5.10B. In addition, FCX will
      participate in the Extractive Industries Transparency Initiative dated as of
      June 16, 2003.

     

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

     

    (e)
  At
      the request of the Administrative Agent and the Syndication Agent, the Borrower
      will, at the Borrower’s expense, have ERM or another consultant reasonably
      acceptable to the Administrative Agent and the Syndication Agent review the
      Tenke Fungurume project and complete a report (the “TFM
      Report”)
      in respect thereof in scope and detail appropriate for a newly developed mining
      project based on the applicable World Bank Guidelines and IFC performance
      standards in existence on December 31, 2006. The Borrower will, and will cause
      each of its Restricted Subsidiaries to, in good faith, use commercially
      reasonable efforts to work to satisfactorily address any open regulatory issues
      (consistent with the Amended and Restated Mining Convention dated September
      28,
      2005) with any Governmental Authority identified in the TFM Report.

     

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

     

    SECTION
      5.11.
  Use
      of Proceeds
      and Letters of Credit.
      The proceeds of
      the Term Loans, together with (i) the proceeds of Revolving Loans, (ii) the
      proceeds of the Senior Notes and (iii) cash will be used to (A) pay the cash
      portion of the Merger Consideration and (B) pay the Transaction Costs. Letters
      of Credit and the proceeds of the Revolving Loans and Swingline Loans drawn
      after the Effective Date will be used for working capital and other general
      corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds
      of any Loan will be used, whether directly or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    indirectly,
      for any
      purpose that entails a violation (including on the part of any Lender) of
      Regulation U or X of the Board. FCX shall ensure that at all times not more
      than
      25% of the value of the assets subject to the provisions of Sections 6.02 and
      6.05 will consist of Margin Stock (as defined in Regulation U of the Board);
      provided that FCX may permit such Margin Stock to exceed 25% of the value of
      the
      assets subject to the provisions of Sections 6.02 and 6.05 if FCX shall have
      otherwise put into place currently effective arrangements to ensure compliance
      with Regulation U and X and the Administrative Agent shall have received an
      opinion satisfactory to it as to such compliance from a law firm satisfactory
      to
      the Administrative Agent.

     

    SECTION
      5.12.
  Additional
      Subsidiaries.
      If any additional
      Restricted Subsidiary is formed or acquired during any fiscal quarter after
      the
      Effective Date, the Borrower will, within 60 days (or such longer period as
      the
      Administrative Agent may agree in writing) after the end of such fiscal quarter,
      notify the Administrative Agent, the Collateral Agent and the Lenders thereof
      and cause the Collateral and Guarantee Requirement to be satisfied to the extent
      applicable with respect to such Restricted Subsidiary and any intercompany
      Indebtedness owed by such Subsidiary to the Borrower or, after the Additional
      Collateral Date, any other Loan Party.

     

    SECTION
      5.13.
  Further
      Assurances.
      On and after the
      Effective Date, the Borrower will execute any and all further documents,
      financing statements, agreements and instruments, and take all such further
      actions (including the filing and recording of financing statements, fixture
      filings, mortgages, deeds of trust and other documents), which may be required
      under any applicable law, or which the Administrative Agent, the Collateral
      Agent or the Required Lenders may reasonably request, to cause the Collateral
      and Guarantee Requirement to be and remain satisfied, all at the expense of
      the
      Loan Parties. The Borrower also agrees to provide to the Administrative Agent
      or
      the Collateral Agent, from time to time upon reasonable request, evidence
      reasonably satisfactory to the Collateral Agent as to the perfection and
      priority of the Liens created or intended to be created by the Security
      Documents.

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

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

     

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

     

    (i)  (A)
      Indebtedness
      created under the Loan Documents, (B) Indebtedness created under the Restated
      Credit Agreement and the “Loan Documents” thereunder in an aggregate principal
      amount not in excess of the revolving commitments of the lenders under the
      Restated Credit Agreement on the Effective Date and (C)(1) Ratable Guarantees
      of
      Ratable FCX Obligations by the Loan Parties and (2) Indebtedness arising
      pursuant to Ratable Liens securing Ratable Obligations;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  Indebtedness,
      including Guarantees, existing on the date hereof and set forth in
      Schedule 6.01;

     

    (iii)  Indebtedness
      of the
      Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the
      Borrower or any other Restricted Subsidiary; provided
      that any such
      Indebtedness owing to FCX or, at any time on and after the Additional Collateral
      Date, owing to any Loan Party, shall, to the extent that any such Indebtedness
      from any single obligor to any single obligee exceeds $25,000,000 in aggregate
      principal amount, be evidenced by a promissory note that shall have been pledged
      pursuant to the Collateral Agreement or the Additional Collateral Agreement,
      as
      applicable;

     

    (iv)  secured
      or
      unsecured Indebtedness of the Borrower or any Restricted Subsidiary and
      Attributable Debt in respect of sale and leaseback transactions permitted by
      Section 6.06(a), in each case incurred to finance the acquisition,
      construction or improvement of any fixed or capital assets, including Capital
      Lease Obligations and any Indebtedness assumed in connection with the
      acquisition of any such assets or secured by a Lien on any such assets prior
      to
      the acquisition thereof but excluding Project Financings; provided
      that (A) any
      such Indebtedness or Attributable Debt is incurred within 180 days prior to
      or
      within 180 days after such acquisition or the completion of such
      construction or improvement and (B) any such Attributable Debt is incurred
      in accordance with Section 6.06; and provided further
      in each case that
      (1) no Event of Default shall have occurred and be continuing or would result
      therefrom and (2) immediately after giving effect to the incurrence thereof,
      the
      Incurrence Test would be satisfied;

     

    (v)  Project
      Financings
      and Guarantees thereof in each case by the direct or indirect parent or parents
      of the applicable Project Financing Subsidiary, provided
      in each case that
      (A) no Event of Default shall have occurred and be continuing or would result
      therefrom and (B) immediately after giving effect to the incurrence thereof,
      the
      Incurrence Test would be satisfied;

     

    (vi)  in
      the case of FCX,
      the Senior Notes;

     

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

     

    (viii)  letters
      of credit
      in connection with environmental assurances and reclamation in an aggregate
      face
      amount not exceeding $700,000,000 at any time outstanding;

     

    (ix)  unsecured
      Indebtedness of FCX or any Loan Party, provided
      that all the Net
      Proceeds thereof are applied promptly to prepay Term Loans in accordance with
      Section 2.10;

     

    (x)  other
      Indebtedness
      of FCX, provided
      that (A) no Event
      of Default shall have occurred and be continuing or would result therefrom
      and
      (B) immediately after giving effect to the incurrence thereof, the Incurrence
      Test would be satisfied;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (xi)  other
      Indebtedness
      of the Restricted Subsidiaries and Attributable Debt in respect of sale and
      leaseback transactions permitted pursuant to Section 6.06(c) in an aggregate
      principal amount at any time outstanding, taken together with all outstanding
      secured Indebtedness of FCX incurred under clause (x), (A) not in excess of
      the
      greater of $1,500,000,000 and 3.5% (or (A) at any time when the aggregate
      principal amount of the Term Loans, the Revolving Commitments and the revolving
      commitments under the Restated Credit Agreement shall be less than
      $8,000,000,000 but greater than or equal to $5,000,000,000, 6% or (B) at any
      time when FCX is Investment Grade and the aggregate principal amount of the
      Term
      Loans, the Revolving Commitments and the revolving commitments under the
      Restated Credit Agreement shall be less than $5,000,000,000, 8%) of Consolidated
      Total Assets, provided
      that (1) no Event
      of Default shall have occurred and be continuing or would result therefrom
      and
      (2) immediately after giving effect to the incurrence thereof, the Incurrence
      Test would be satisfied; and 

     

    (xii)  Permitted
      Refinancings of Indebtedness or Attributable Debt outstanding under clauses
      (i)(C) (in connection with a Permitted Refinancing of the related Indebtedness),
      (ii), (iv), (v), (vi), (vii), (ix) and (x).

     

    Notwithstanding
      the
      foregoing or any other provision hereof, (1) no Restricted Subsidiary shall
      Guarantee the Senior Notes, (2) no US Receivables Facility shall be established
      unless an intercreditor agreement reasonably satisfactory to the Administrative
      Agent shall be effective between the Administrative Agent (the substantive
      provisions of which shall not require any action by such financing parties
      or
      their representatives other than in connection with and following the occurrence
      of the Additional Collateral Date other than to accommodate potential security
      interests under the Additional Security Documents, including in connection
      with
      lock-box procedures) and the financing parties for such Receivables Facility
      or
      their representative (and each Lender hereby authorizes and directs the
      Administrative Agent to enter into such intercreditor agreement), and (3) no
      Receivables Facility shall be established under which assets of PTFI or its
      subsidiaries are included.

     

    (b)
  The
      Borrower will
      not permit PTFI nor any other Restricted Subsidiary to issue any preferred
      stock
      or other preferred Equity Interests; provided
      that PTFI and any
      Restricted Subsidiary may issue preferred stock or other preferred Equity
      Interests in an aggregate stated amount not in excess of $500,000,000;
provided
      that no such
      preferred stock or preferred Equity Interests shall be subject to any
      redemption, repurchase or defeasance requirement prior to the date six months
      after the Tranche B Maturity Date.

     

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

     

    (a)  Liens
      created under
      or specifically required by the Loan Documents securing some or all of the
      Obligations; Ratable Liens created under or specifically required by the Loan
      Documents securing some or all of the Ratable FCX Obligations and Ratable Cyprus
      Obligations and, on and after the Additional Collateral Date, some or all of
      the
      Ratable PD Obligations (provided
      that each such
      Ratable Lien on any asset shall by its terms automatically be released upon
      the
      release of the Lien on such asset securing the Secured Obligations); and Liens
      created under or specifically required by the FI Security Documents or the
      Restated Credit Agreement securing some or all of the FI Obligations;


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Permitted
      Encumbrances;

     

    (c)  any
      Lien on any
      property or asset of the Borrower or any Restricted Subsidiary existing on
      the
      date hereof and set forth in Schedule 6.02; provided
      that (i) such
      Lien shall not apply to any other property or asset of the Borrower or any
      Restricted Subsidiary and (ii) such Lien shall secure only those
      obligations which it secures on the date hereof and extensions, renewals and
      replacements thereof that do not increase the outstanding principal amount
      thereof by more than the amount of accrued interest thereon and fees, expenses
      and premiums paid in connection with such extension, renewal or
      replacement;

     

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

     

    (e)  Liens
      securing any
      Project Financing or any Guarantee thereof by any direct or indirect parent
      of
      the applicable Project Financing Subsidiary; provided
      that (A) such
      Liens secure only Indebtedness or Attributable Debt permitted by Section
      6.01(a)(v) or extensions, renewals or replacements thereof permitted by Section
      6.01(a)(xii) and (B) such Liens do not apply to any property or assets of the
      Borrower or any Restricted Subsidiaries other than the assets of the applicable
      Project Financing Subsidiary and Equity Interests in the applicable Project
      Financing Subsidiary or any direct or indirect parent thereof that holds no
      significant assets other than direct or indirect ownership interests in such
      Project Financing Subsidiary or assets related to, or ownership interests in
      Subsidiaries that hold assets related to, the operations of such Project
      Financing Subsidiary;

     

    (f)  required
      margin
      deposits on, and other Liens on assets (other than Equity Interests) of the
      Borrower or any Restricted Subsidiary securing obligations under, Hedging
      Agreements permitted hereunder;

     

    (g)  Liens
      on property,
      other assets or shares of stock of a Person at the time such Person becomes
      a
      Restricted Subsidiary (or at the time the Borrower or a Restricted Subsidiary
      acquires such property, other assets or shares of stock, including any
      acquisition by means of a merger, consolidation or other business combination
      transaction with or into any Restricted Subsidiary); provided,
however,
      that such Liens
      are not created, incurred or assumed in anticipation of or in connection with
      such other Person becoming a Restricted Subsidiary (or such acquisition of
      such
      property, other assets or stock); and provided,
further,
      that such Liens
      are limited to all or part of the same property, other assets or stock (plus
      improvements, accession, proceeds or dividends or distributions in connection
      with the original property, other assets or stock) that secured the obligations
      to which such Liens relate;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)  Liens
      on assets or
      property of any Restricted Subsidiary (other than any Loan Party) securing
      Indebtedness or other obligations of such Restricted Subsidiary owing to the
      Borrower or another Restricted Subsidiary;

     

    (i)  Liens
      securing any
      Permitted Refinancing of Indebtedness or Attributable Debt that was previously
      so secured, and permitted to be secured under this Agreement; provided
      that any such Lien
      is limited to all or part of the same property or assets (plus improvements
      and
      accessions thereto) that secured the Indebtedness or Attributable Debt being
      refinanced at the time of such refinancing;

     

    (j)  Liens
      incurred in
      the ordinary course of business with respect to obligations (other than
      Indebtedness for borrowed money) which do not exceed $100,000,000 at any one
      time outstanding;

     

    (k)  Liens
      on Equity
      Interests or other securities or assets of any Unrestricted Subsidiary that
      secure Indebtedness of such Unrestricted Subsidiary;

     

    (l)  Liens
      on amounts
      not to exceed the sum of up to three years of regularly scheduled interest
      payments in respect of Indebtedness of the Borrower permitted hereby, which
      amounts shall have been placed in interest reserve accounts in connection with
      the issuance of such Indebtedness to secure the obligations under such
      Indebtedness;

     

    (m)  the
      RTZ
      Interests;

     

    (n)  Liens
      on cash,
      Permitted Investments and other assets securing (i) letters of credit permitted
      pursuant to Section 6.01(a)(viii) and (ii) environmental assurance and
      reclamation claims, provided
      that the aggregate
      amount of cash, Permitted Investments and other assets subject to such Liens
      under this paragraph (n) shall not at any time exceed $700,000,000;

     

    (o)  Liens
      not expressly
      permitted by clauses (a) through (n) securing Indebtedness permitted pursuant
      to
      Section 6.01(a)(x) or (xi) and Attributable Debt in respect of sale and
      leaseback transactions permitted pursuant to Section 6.06(c), provided
      that such Liens
      are created in connection with the incurrence of such Indebtedness.
      and

     

    (p)  Liens
      on the
      receivables, metals and related assets subject to any Receivables Facility,
      Metalstream Transaction or other Indebtedness included in clause (j) of the
      definition of “Indebtedness”.

     

    SECTION
      6.03.
  Fundamental
      Changes. (a)
The
      Borrower will
      not, nor will it permit any Restricted Subsidiary to, effect any Proscribed
      Consolidation. “Consolidation”
means
      the merger,
      consolidation, liquidation or dissolution of any Person with or into any other
      Person or the sale, transfer, lease or other disposition of all or substantially
      all the assets of any Person to another Person. “Proscribed
      Consolidation”
means
      any
      Consolidation of (i) PD and FCX or (ii) any of (A) on the one hand, PTFI, PD
      Morenci, Cyprus Climax Metals Company, Phelps Dodge Exploration Company, O&C
      Holdco or any of their subsidiaries, and (B) on the other hand, FCX or PD.
      “Proscribed
      Consolidation”
shall
      also mean
      any merger or consolidation involving FCX in which FCX is not the surviving
      Person (the “Successor
      Company”)
      unless (1) the
      Successor 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Company
      will 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
      will expressly assume, by an agreement executed and delivered to the
      Administrative Agent, in form reasonably satisfactory to the Administrative
      Agent, all the obligations of FCX under the Loan Documents; and (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), (A) no Event of
      Default shall have occurred and be continuing or would result therefrom and
      (B)
      immediately after giving effect to such incurrence, the Incurrence Test would
      be
      satisfied.

     

    (b)
  The
      Borrower will
      not, nor will it permit any Restricted Subsidiary to, merge into or consolidate
      with any other Person, or permit any other Person to merge into or consolidate
      with it, or liquidate or dissolve, except that, if at the time thereof and
      immediately after giving effect thereto no Event of Default shall have occurred
      and be continuing, (i) any Restricted Subsidiary may merge into any other
      Restricted Subsidiary in a transaction in which the surviving entity is a
      Restricted Subsidiary and (ii) any Restricted Subsidiary that is not owned
      directly by FCX, any Immaterial Subsidiary and any Subsidiary engaged primarily
      in exploration activities may liquidate or dissolve if the Borrower determines
      in good faith that such liquidation or dissolution is in the best interests
      of
      the Borrower and is not materially disadvantageous to the Lenders; provided
      that such
      transaction shall not constitute a Proscribed Consolidation and the surviving
      corporation in any merger involving a Loan Party shall be a Loan
      Party.

     

    (c)
  FCX
      will not engage
      in any business or activity other than (i) the ownership of (A) outstanding
      Equity Interests in Subsidiaries that are pledged as Collateral to the extent
      required by the Collateral and Guarantee Requirement (subject to the Collateral
      and Guarantee Minimum Requirement), (B) Indebtedness owed by Subsidiaries that
      is pledged as Collateral, (C) cash and Permitted Investments that with
de minimis
      exceptions is
      pledged as Collateral and held in accounts subject to control agreements for
      the
      benefit of the Secured Parties, (D) other cash and Permitted Investments
      securing letters of credit permitted pursuant to Section 6.01(a)(viii), and
      (E)
      other assets the aggregate book value of which is not in excess of $100,000,000;
      (ii) the issuance of Equity Interests, the making of Restricted Payments, the
      incurrence of Indebtedness and the making of Investments in Subsidiaries, in
      each case to the extent not otherwise prohibited hereunder; and (iii) corporate
      maintenance activities associated with being a public company and with being
      a
      holding company for a consolidated group and other de minimis
      activities as are
      customary for public holding companies that are similarly situated (including,
      without limitation, the employment of certain employees).

     

    (d)
  Phelps
      Dodge
      Morenci, Inc. will not engage in any business or activity other than the
      ownership, operation and financing of the mining interests and business in
      Morenci, Arizona, which it owns and engages in on the Effective Date and
      extensions, expansions, improvements and modifications thereof in locations
      in
      which Phelps Dodge Morenci, Inc. has interests on the Effective Date and
      interests contiguous or in reasonable proximity thereto (collectively, the
      “Morenci
      Property”)
      (the
“Morenci
      Business”).
      For the
      avoidance of doubt, the Morenci Business includes the mining, milling and
      leaching of mineral bearing material and the production of copper and molybdenum
      concentrates, copper precipitates and electrowon copper cathode at the Morenci
      Property, any exploration, development or other capital programs relating to
      the
      Morenci Property and any activities incidental to any of the foregoing.. Phelps
      Dodge Morenci, Inc. will not own or acquire any assets (other than the Morenci
      Business and assets incidental thereto, including cash and Permitted
      Investments) or incur any liabilities (other than liabilities imposed by law,
      including tax liabilities, and other liabilities incidental to its existence
      and
      the Morenci Business (including Indebtedness to 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    fund
      the operation,
      development, expansion, improvement or enhancement of the Morenci
      Business).

     

    (e)
  For
      the avoidance
      of doubt, the limitations set forth in paragraphs (a) through (d) above shall
      not limit the sale, transfer, lease or other disposition of equipment between
      Restricted Subsidiaries in the ordinary course of business or sales, transfers,
      leases or other dispositions of assets (other than in the case of a Proscribed
      Consolidation) (i) from Subsidiary Guarantors to Subsidiary Guarantors, (ii)
      from non-Subsidiary Guarantors to Subsidiary Guarantors, (iii) from Subsidiary
      Guarantors to Restricted Subsidiaries and joint ventures of Subsidiary
      Guarantors or (iv) from non-Subsidiary Guarantors to non-Subsidiary Guarantors,
      so long as, in the case of sales, transfers, leases or other dispositions to
      non-Subsidiary Guarantors, a Subsidiary other than PD that directly or
      indirectly holds such transferee as a subsidiary is a Guarantor or the Equity
      Interests in which are pledged as Collateral to the extent required under clause
      (b) or (d), as applicable, of the definition of Collateral and Guarantee
      Requirement.

     

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

     

    SECTION
      6.04.
  Investments
      in
      Unrestricted Subsidiaries.
      The Borrower will
      not, and will not permit any of its Restricted Subsidiaries to, purchase, hold,
      make or acquire (including pursuant to any merger and including each increase
      to
      the Unrestricted Subsidiary LC Exposure) any Investment in any Unrestricted
      Subsidiary, except to the extent that after giving effect to any such
      Investment, (A) the Incurrence Test would be satisfied and (B) either (x) the
      Unrestricted Subsidiary Investment Amount shall not exceed 1% of Consolidated
      Total Assets, or (y) if the Unrestricted Subsidiary Investment Amount shall
      exceed 1% of Consolidated Total Assets, or to the extent resulting in the
      Unrestricted Subsidiary Investment Amount exceeding 1% of Consolidated Total
      Assets, such Investment shall constitute a Restricted Use and the Restricted
      Uses shall not exceed the Restricted Uses Basket. In connection with each such
      Investment that exceeds $25,000,000, the Borrower shall deliver to the
      Administrative Agent (x) written notice of such Investment and (y) a
      certificate, dated the effective date of such Investment, of a Financial Officer
      stating that no Event of Default has occurred and is continuing, specifying
      whether such Investment is made in reliance on clause (x) or (y) of the
      immediately preceding sentence and setting forth reasonably detailed
      calculations demonstrating compliance with the requirements of clauses (A)
      and
      (B) of such sentence.

     

    SECTION
      6.05.
  Asset
      Sales. (a)
The
      Borrower will
      not, and will not permit any of its Restricted Subsidiaries to, sell, transfer,
      lease or otherwise dispose of all or substantially all the assets of FCX and
      the
      Restricted Subsidiaries.

     

    (b)
  The
      Borrower will
      not, and will not permit any of its Restricted Subsidiaries to, sell, transfer,
      lease or otherwise dispose of any asset, including any Equity Interest owned
      by
      it, nor will the Borrower permit any of its Restricted Subsidiaries to issue
      any
      additional Equity Interest in such Restricted Subsidiary, except:

     

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

     

    (ii)  sales,
      transfers
      and dispositions to the Borrower or a Restricted Subsidiary; provided
      that any such
      sales, transfers or dispositions between a Loan 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Party
      and a
      Subsidiary that is not a Loan Party shall be made in compliance with Section
      6.03;

     

    (iii)  any
      sale or
      issuance of Transferred Shares in a Qualifying PTFI Sale
      Transaction;

     

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

     

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

     

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

     

    (vii)  sales,
      transfers
      and other dispositions of assets that are not permitted by any other clause
      of
      this paragraph (b), subject to the Incurrence Test and to compliance with
      Section 2.10(c); and

     

    (viii)  dispositions
      of
      receivables, metals and related assets subject to any Receivables Facility,
      Metalstream Transaction or other Indebtedness included in clause (j) of the
      definition of “Indebtedness”;

     

    provided
      that:

     

    
      	 	
              (A)
                

            	
              except
                as
                permitted under Section 6.05(c), no such sale, transfer, lease or
                other
                disposition of any Equity Interests in any Loan Party (subject in
                the case
                of PTFI to clause (iii) above) or any Wholly Owned Subsidiary of
                FCX the
                Equity Interests in which are pledged under a Security Document shall
                be
                permitted unless such Equity Interests constitute all the Equity
                Interests
                in such Subsidiary held by FCX and the Restricted Subsidiaries;
                and

            


    

     

    
      	 	
              (B)
                

            	
              all
                sales,
                transfers, leases and other dispositions permitted hereby (other
                than
                those permitted by clauses (i), (ii) and (iii) above) shall be made
                for fair value and for (I) 100% cash consideration in the case of
                transactions permitted by clause (iv), and (II) at least 75% cash
                consideration in the case of transactions permitted by clauses (v),
                (vi)
                and (vii); provided,
                however,
                that for
                the purposes of this paragraph (B), (1) any Permitted Investments
                received
                as consideration, (2) any liabilities (as shown on the most recent
                consolidated balance sheet of FCX provided hereunder or in the footnotes
                thereto) of FCX or the applicable Restricted Subsidiary, other than
                with
                respect to Indebtedness that is not secured by the assets disposed
                of,
                that are assumed by the transferee with respect to the applicable
                disposition and for which FCX and all of the Restricted Subsidiaries
                shall
                have been validly released by all applicable creditors, (3) any securities
                received by FCX or such Restricted Subsidiary from such transferee
                that
                are converted by FCX or such Restricted Subsidiary into cash (to
                the
                extent of the cash received) within 180 days following the closing
                of the
                applicable disposition and (4) any Designated Noncash Consideration
                received by FCX or such Restricted Subsidiary in respect of such
                disposition having an aggregate fair market value, taken together
                with all
                other Designated Noncash Consideration received pursuant to this
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	clause (4) that is at
              that
              time outstanding, not in excess of the greater of $500,000,000 and
              1.5% of
              Consolidated Total Assets at the time of the receipt of such Designated
              Noncash Consideration, with the fair market value of each item of
              Designated Noncash Consideration being measured at the time received
              and
              without giving effect to subsequent changes in value, shall in each
              case
              of clauses (1), (2), (3) and (4) be deemed to be
              cash.


    

     

    (c)
  
      Notwithstanding
      any other provision of this Agreement or any other Loan Document:

     

    (i)  PTFI
      will not sell,
      transfer, lease or otherwise dispose of the Contract of Work or any rights
      thereunder;

     

    (ii)  FCX
      or PTII may not
      sell, transfer or otherwise dispose of Equity Interests in PTFI, and PTFI may
      not issue additional Equity Interests (each a “PTFI
      Share
      Sale”),
      except
      that:

     

    
      	 	
              (A)

            	
              this
                clause
                (ii) shall not prohibit any PTFI Share Sale if after giving effect
                thereto
                FCX holds, directly or indirectly, PTFI Shares representing at least
                80%
                of all the Equity Interests in
                PTFI;

            


    

     

    
      	 	
              (B)

            	
              at
                any time
                when the aggregate principal amount of the Term Loans, the Revolving
                Commitments and the revolving commitments under the Restated Credit
                Agreement shall be less than $8,000,000,000, this clause (ii) shall
                not
                prohibit any PTFI Share Sale if after giving effect thereto FCX holds,
                directly or indirectly, PTFI Shares representing at least 70% of
                all the
                Equity Interests in PTFI; and

            


    

     

    
      	 	
              (C)

            	
              this
                clause
                (ii) shall not prohibit any PTFI Share Sale that results in FCX holding,
                directly or indirectly, PTFI Shares representing less than 70% of
                all the
                Equity Interests in PTFI if after giving effect thereto (1) FCX holds,
                directly or indirectly, PTFI Shares representing at least 50.1% of
                all the
                Equity Interests in PTFI, (2) the Additional Collateral Date shall
                have
                occurred on or prior to the date on which such sale, transfer or
                other
                disposition is consummated, (3) the consideration for the PTFI Shares
                included in such transaction that reduce FCX’s holdings below 70% of all
                the Equity Interests in PTFI (the “Core Shares”) shall be 100% cash and
                all the Net Proceeds received in respect of the Core Shares (the
“Core Net
                Proceeds”) shall be applied promptly to the prepayment of Term Loans (it
                being understood in the event that PTFI Shares other than the Core
                Shares
                are also included in such transaction, (x) the application of the
                Net
                Proceeds of such other PTFI Shares shall be governed by the provisions
                of
                Section 2.10(c) of the Parent Credit Agreement and (y) the expenses
                of the
                entire transaction shall be allocated ratably between the Core Shares
                and
                such other PTFI Shares), and (4) after giving effect to any such
                transaction and the related prepayment of Term Loans, the aggregate
                principal amount of the Term Loans, the Revolving Commitments and
                the
                revolving commitments under the Restated Credit Agreement shall be
                no
                greater than the amount equal to $8,000,000,000 minus the Core Net
                Proceeds; and

            


    

     

    (iii)  no
      Pledged PTFI
      Shares shall be sold in any transaction under clause (ii) unless all the capital
      stock of PTFI then held by FCX and not constituting 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Pledged
      PTFI
      Shares, if any, is sold in such transaction. Each of the Collateral Agent and
      the Security Agent is hereby authorized and directed in the case of any sale
      of
      Pledged PTFI Shares together with all unpledged PTFI Shares in compliance with
      Section 6.05(b)(iii) or this Section 6.05(c) to release any and all Liens of
      the
      Secured Parties and the FI Secured Parties therein.

     

    SECTION
      6.06.
  Sale
      and
      Leaseback Transactions.
      The Borrower will
      not, and will not permit any of its Restricted Subsidiaries to, enter into
      any
      arrangement, directly or indirectly, whereby it shall sell or transfer any
      property, real or personal, used or useful in its business, whether now owned
      or
      hereinafter acquired, and thereafter rent or lease such property or other
      property that it intends to use for substantially the same purpose or purposes
      as the property sold or transferred, except for (a) any such sale and leaseback
      of any fixed or capital assets that is made for cash consideration in an amount
      not less than the cost of such fixed or capital asset and is consummated within
      180 days after the Borrower or such Restricted Subsidiary acquires or completes
      the construction of such fixed or capital asset; (b) any such sale and leaseback
      of Project Financing Assets as part of a Project Financing, provided
      in each case that
      such sale and leaseback is solely for cash; and (c) any sale and leaseback
      of fixed or capital assets; provided
      that the aggregate
      amount of the Attributable Debt in respect of such sale and leaseback
      transactions under this clause (c) at any time outstanding, taken together
      with
      all outstanding secured Indebtedness of FCX incurred under Section 6.01(a)(x)
      and all Indebtedness incurred pursuant to Section 6.01(a)(xi), shall not
      exceed the greater of $1,500,000,000 and 3.5% (or (x) at any time when the
      aggregate principal amount of the Term Loans, the Revolving Commitments and
      the
      revolving commitments under the Restated Credit Agreement shall be less than
      $8,000,000,000 but greater than or equal to $5,000,000,000, 6% or (y) at any
      time when FCX is Investment Grade and the aggregate principal amount of the
      Term
      Loans, the Revolving Commitments and the revolving commitments under the
      Restated Credit Agreement shall be less than $5,000,000,000, 8%) of Consolidated
      Total Assets; provided
      in each case under
      clauses (a), (b) and (c) that (A) no Event of Default shall have occurred and
      be
      continuing or would result therefrom and (B) immediately after giving effect
      to
      the incurrence thereof, the Incurrence Test would be satisfied.

     

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

     

    SECTION
      6.08.
  Restricted
      Payments; Certain Payments of Indebtedness. (a)
The
      Borrower will
      not, nor will it permit any Restricted Subsidiary to, declare or make, or agree
      to pay or make, directly or indirectly, any Restricted Payment, or incur any
      obligation (contingent or otherwise) to do so, except 

     

    (i)  Restricted
      Subsidiaries may declare and pay dividends ratably with respect to their capital
      stock (A) to shareholders other than FCX, (B) to FCX to the extent the proceeds
      of such dividends are applied to pay operating expenses in the ordinary course
      of business, and (C) to FCX so long as (1) no Event of Default under clause
      (a)
      or (b) of Article VII shall have occurred and be continuing and (2) if any
      Event
      of Default other than under clause (a) or (b) of Article VII shall have occurred
      and be continuing (or shall result from the payment thereof), so long as the
      Required Lenders shall not have given notice to 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FCX
      that such
      dividends shall not be permitted to be paid during the pendency of such Event
      of
      Default, 

     

    (ii)  so
      long as no Event
      of Default shall have occurred and be continuing (or shall result from the
      payment thereof), FCX may pay regularly scheduled quarterly dividends in respect
      of its preferred stock issued and outstanding on the Effective Date and effect
      regularly scheduled mandatory redemptions of its preferred stock issued and
      outstanding on the Effective Date, in each case, to the extent and in the
      amounts required by the terms of such preferred stock as in effect on the
      Effective Date, 

     

    (iii)  so
      long as no Event
      of Default shall have occurred and be continuing (or shall result from the
      payment thereof), FCX may, consistent with its dividend practices as of the
      Effective Date, and subject to the Incurrence Test, declare and pay dividends
      on
      its shares of common stock (and on shares of common stock issued upon the
      conversion of or in exchange for shares of FCX’s 5 1/2% Convertible Perpetual
      Preferred Stock outstanding on the Effective Date) in an amount in respect
      of
      any fiscal quarter not to exceed $0.3125 per share of FCX’s common stock
      (adjusted as applicable to eliminate the effect of stock dividends, stock
      splits, reverse stock splits and other transactions in respect of such shares
      of
      common stock, and payable in respect of any shares of common stock received
      pursuant to any such stock dividend, stock split, reverse stock split or other
      transaction) (it being understood that Restricted Payments made in reliance
      on
      this clause (iii) in respect of shares of FCX’s common stock issued or sold
      after the Effective Date (or in respect of shares received in stock dividends,
      stock splits, reverse stock splits or other transactions in respect of such
      shares of common stock) involving either (x) a receipt of cash proceeds that
      increased the Restricted Uses Basket or (y) the receipt of assets in
      consideration for such common stock shall constitute Restricted Uses and shall
      reduce the Restricted Uses Basket (which reduction may be to less than zero)),
      and

     

    (iv)  so
      long as no Event
      of Default shall have occurred and be continuing (or shall result from the
      payment thereof), and subject to the Incurrence Test, FCX may make Restricted
      Payments in cash in any amounts to the extent that, immediately after giving
      effect thereto (and to any expenditure of cash required thereby), the Restricted
      Uses would not be greater than the Restricted Uses Basket.

     

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

     

    (i)  payment
      of
      Indebtedness created under the Loan Documents and payment of Ratable FCX
      Obligations, Ratable Cyprus Obligations and Ratable PD Obligations;

     

    (ii)  payment
      of
      regularly scheduled interest and principal payments as and when due in respect
      of any Indebtedness, other than payments in respect of Indebtedness prohibited
      by the subordination provisions thereof;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  refinancings
      of
      Indebtedness to the extent permitted by Section 6.01(a) (including, without
      limitation, the refinancing of any Indebtedness, other than the Senior Notes,
      with Indebtedness permitted under Section 6.01(a)(xi));

     

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

     

    (v)  prepayments
      of
      Indebtedness owed to FCX by a Restricted Subsidiary or owed to a Restricted
      Subsidiary by FCX or another Restricted Subsidiary, provided
      that prepayments
      of Indebtedness owed to a Restricted Subsidiary that is not a Loan Party shall
      be permitted only to the extent no Event of Default has occurred and is
      continuing at the time of such prepayment, except that such prepayments shall
      be
      permitted (A) to the extent the proceeds of such prepayments are applied to
      pay
      operating expenses or to make Capital Expenditures in the ordinary course of
      business, and (B) to the extent the proceeds of such prepayments are applied
      to
      pay scheduled debt service of such Restricted Subsidiary so long as (1) no
      Event
      of Default under clause (a) or (b) of Article VII shall have occurred and be
      continuing and (2) if any Event of Default other than under clause (a) or (b)
      of
      Article VII shall have occurred and be continuing (or shall result from the
      payment thereof), so long as the Required Lenders shall not have given notice
      to
      FCX that such prepayments shall not be permitted to be paid during the pendency
      of such Event of Default;

     

    (vi)  prepayments
      of any
      Project Financing to the extent made by the applicable Project Financing
      Subsidiary with cash from the operations of such Project Financing
      Subsidiary;

     

    (vii)  payments
      of
      Indebtedness (other than Indebtedness referred to in clause (viii) below) that
      are not permitted by clauses (i)-(vi) of this Section 6.08(b) if and to the
      extent that after giving effect to any such payments, the Restricted Uses would
      not be greater than the Restricted Uses Basket; and

     

    (viii)  payment
      of
      Indebtedness created under the Restated Credit Agreement and the “Loan
      Documents” thereunder, provided
      that no
      Indebtedness may be prepaid under the Restated Credit Agreement (A) at any
      time
      that any Loan or LC Disbursement is outstanding and (B) if there is outstanding
      any Letter of Credit or Letters Credit in an aggregate outstanding amount
      smaller than such prepayment, unless such Letter of Credit or Letters of Credit
      are redesignated as Letters of Credit under the Restated Credit Agreement in
      accordance with Section 2.05(a)(iii).

     

    SECTION
      6.09.
  Transactions
      with Affiliates. (a)
The
      Borrower will
      not, nor will it permit any Restricted Subsidiary to, sell, lease or otherwise
      transfer any property or assets to, or purchase, lease or otherwise acquire
      any
      property or assets from, or otherwise engage in any other transactions with,
      any
      of its Affiliates, except (i) transactions in the ordinary course of
      business at prices and on terms and conditions not less favorable to the
      Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length
      basis from unrelated third parties; provided
      that transactions
      involving payments or transfers having a cumulative aggregate value of not
      more
      than $50,000,000 may be other than on an arm’s-length basis so long as the board
      of directors of FCX has determined the transaction is in the best interests
      of
      the Borrower, (ii) transactions among the Borrower and its Restricted
      Subsidiaries and (iii) any Restricted Payment permitted by
      Section 6.08.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
  PTFI
      will not make
      any contribution or transfer of the Contract of Work or any rights thereunder
      to
      FCX, any Restricted Subsidiary or any other Affiliate.

     

    SECTION
      6.10.
  Restrictive
      Agreements.
      The Borrower will
      not, nor will it permit any Restricted Subsidiary to, directly or indirectly,
      enter into, incur or permit to exist any agreement or other arrangement that
      prohibits, restricts or imposes any condition upon (a) the ability of the
      Borrower or any Restricted Subsidiary to create, incur or permit to exist any
      Lien to secure the Obligations, the Secured Obligations and the FI Obligations
      (or any refinancing, restructuring or replacement thereof (other than with
      subordinated Indebtedness)) upon any of its property or assets, or (b) the
      ability of any Restricted Subsidiary to pay dividends or other distributions
      with respect to any shares of its capital stock or to make or repay loans or
      advances to the Borrower or any other Restricted Subsidiary or to Guarantee
      Indebtedness of the Borrower or any other Restricted Subsidiary; provided
      that (i) the
      foregoing shall not apply to restrictions and conditions (A) imposed by
      applicable laws, rules or regulations, (B) under the Loan Documents, (C)
      existing on the date hereof under the Restated Credit Agreement (or the “Loan
      Documents” thereunder) or under the Senior Notes Documents (or to restrictions
      and conditions contained in the documentation for Indebtedness permitted to
      be
      incurred hereunder at the time incurred that are no more restrictive than such
      restrictions and conditions contained in the Senior Notes Documents) or (D)
      identified on Schedule 6.10 (but shall apply to any amendment or modification
      expanding the scope of any such restriction or condition), (ii) the foregoing
      shall not apply to customary restrictions and conditions contained in agreements
      relating to the sale of any asset or a Restricted Subsidiary pending such sale;
      provided
      such restrictions
      and conditions apply only to the asset or Restricted Subsidiary that is to
      be
      sold and such sale is permitted hereunder, (iii) the foregoing shall not apply
      to restrictions and conditions imposed (A) by any agreement relating to any
      Indebtedness permitted hereunder of any Restricted Subsidiary that is a Foreign
      Subsidiary (other than a Loan Party) to the extent applicable to the assets
      of
      such Foreign Subsidiary or any of its Foreign Subsidiaries, (B) by any joint
      venture, partnership or similar arrangement to which any Restricted Subsidiary
      is a party to the extent applicable to such joint venture, partnership or
      similar arrangement or direct or indirect interests therein, (C) by any
      Indebtedness permitted under Section 6.01(a)(ii) and any refinancing thereof
      (but shall in the case of this clause (C) apply to any amendment or modification
      expanding the scope of any such restriction or condition) or (D) in connection
      with any Receivables Facility to the extent determined by the Borrower to be
      necessary or desirable in connection with the implementation thereof, (iv)
      clause (a) of the foregoing shall not apply to (A) restrictions or conditions
      imposed by any agreement relating to secured Indebtedness permitted by this
      Agreement if such restrictions or conditions apply only to the property or
      assets securing such Indebtedness, (B) restrictions or conditions imposed by
      any
      agreement relating to secured Indebtedness permitted by Section 6.01(a)(iv),
      (v), (xi) or (xii), or refinancings thereof, if such restrictions or conditions
      apply only to the fixed or capital assets the acquisition, construction or
      improvement of which was financed with such Indebtedness (or the Indebtedness
      refinanced with such Indebtedness), (C) customary provisions in leases
      restricting the assignment thereof, and (D) restrictions imposed by Sections
      7.2.5 and 7.3 of the Participation Agreement, and (v) clause (b) of the
      foregoing shall not apply to restrictions on Restricted Payments by Project
      Financing Subsidiaries (or any direct or indirect parent thereof that holds
      no
      significant assets other than direct or indirect ownership interests in such
      Project Financing Subsidiary or assets related to, or ownership interests in
      Subsidiaries that hold assets related to, the operations of such Project
      Financing Subsidiary) imposed by the applicable Project Financing Documents
      or
      customary restrictions in the financing documents therefor.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      6.11.
  Amendment
      of
      Material Documents. (a)
The
      Borrower will
      not, nor will it permit any Restricted Subsidiary to, amend, modify or waive
      any
      of its rights under, or terminate, suspend or enter into any agreement relating
      to, (i) its certificate of incorporation, by-laws or other organizational
      documents, (ii) the Senior Notes Documents or (iii) the Contract of Work,
      in each case that could reasonably be expected to be adverse in any significant
      respect to the interests or rights of the Lenders.

     

    (b)
  The
      Borrower will
      not, nor will it permit PTFI to, without the prior approval of the Required
      Revolving Lenders, amend, modify or waive any of its rights under the Restated
      Credit Agreement if the effect would be to reduce the available Revolving
      Commitments (as defined in the Restated Credit Agreement).

     

    SECTION
      6.12.
  Fiscal
      Year.
      The Borrower will
      not change its fiscal year to end on any date other than
      December 31. 

     

    SECTION
      6.13.
  Designation
      of
      Unrestricted Subsidiaries. (a)
The
      Borrower may
      designate a Restricted Subsidiary (other than PD or PTFI) as an Unrestricted
      Subsidiary (a “Designation”)
      only
      if:

     

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

     

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

     

    (iii)  after
      giving effect
      to such Designation and any related Investment to be made in such designated
      Subsidiary by the Borrower or any Restricted Subsidiary (which shall in any
      event include an existing Investment in such Subsidiary deemed to be equal
      to
      the net book value of such Subsidiary at the time it is designated as an
      Unrestricted Subsidiary), (A) the Incurrence Test would be satisfied and
      (B) either (x) the Unrestricted Subsidiary Investment Amount shall not
      exceed 1% of Consolidated Total Assets, or (y) if the Unrestricted Subsidiary
      Investment Amount shall exceed 1% of Consolidated Total Assets, or to the extent
      resulting in the Unrestricted Subsidiary Investment Amount exceeding 1% of
      Consolidated Total Assets, such Designation and any related Investment shall
      constitute a Restricted Use and the Restricted Uses shall not exceed the
      Restricted Uses Basket; and

     

    (iv)  the
      Borrower has
      delivered to the Administrative Agent (x) written notice of such
      Designation and (y) a certificate, dated the effective date of such
      Designation, of a Financial Officer stating that no Event of Default has
      occurred and is continuing, specifying whether such Designation is made in
      reliance on clause (x) or (y) of clause (B) of paragraph (iii) above and
      setting forth reasonably detailed calculations demonstrating compliance with
      the
      requirements of clauses (A) and (B) of paragraph (iii) above.

     

    Upon
      the
      designation of any Restricted Subsidiary as an Unrestricted Subsidiary pursuant
      to the terms hereof, provided
      after giving
      effect thereto no Default or Event of Default shall have occurred and be
      continuing, the Guarantee of such Subsidiary shall automatically be released
      without any consent of the Required Lenders; provided
      further,
however,
      that no such
      Guarantee shall be released unless each Ratable Guarantee by such Subsidiary
      shall be released upon the release of such Guarantee of the Secured
      Obligations.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (i)  no
      Event of Default
      shall have occurred and be continuing at the time of or after giving effect
      to
      such RS Designation and, after giving effect thereto, the Incurrence Test would
      be satisfied; and

     

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

     

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

     

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

     

    SECTION
      6.14.
  Total
      Leverage
      Ratio.
      At any time when
      there is any outstanding Revolving Exposure (other than outstanding Letters
      of
      Credit that have been fully cash collateralized in accordance with Section
      2.05(j)), the Borrower will not, without the approval of the Required Revolving
      Lenders, permit the Total Leverage Ratio on the last day of any fiscal quarter
      to exceed 5.0 to 1.0.

     

    SECTION
      6.15.
  Total
      Secured
      Leverage Ratio.
      At any time when
      there is any outstanding Revolving Exposure (other than outstanding Letters
      of
      Credit that have been fully cash collateralized in accordance with Section
      2.05(j)), the Borrower will not, without the approval of the Required Revolving
      Lenders, permit the Total Secured Leverage Ratio on the last day of any fiscal
      quarter to exceed 3.0 to 1.0.

     

    SECTION
      6.16.
  Covenants
      with
      Respect to PTII.
      FCX will not,
      except with the prior written consent of the Required Lenders, cause or permit
      PTII to:

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

    provided,
however,
      that this
      Section 6.16 shall cease to be applicable at such time, if any, as PTII
      merges with and into PTFI.

     

    ARTICLE
      VII

     

    Events
      of
      Default

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  the
      Borrower shall
      fail to observe or perform any covenant, condition or agreement contained in
      Section 5.02(a) or 5.04 (with respect to the existence of the Borrower) or
      in Article VI; provided
      that any breach of
      a Financial Covenant shall not constitute an Event of Default in respect of
      the
      Term Loans unless and until the earlier of (i) the date that is 60 days after
      the delivery of the financial statements under Section 5.01(a) or (b) in respect
      of the financial period as of the end of which such Financial Covenant is
      breached and (ii) the date on which the Administrative Agent or the Required
      Revolving Lenders first exercises any remedy under this Article VII in respect
      of such breach; and provided
      further that any
      Event of Default under a Financial Covenant may be waived, amended or otherwise
      modified from time to time by the Required Revolving Lenders pursuant to Section
      9.02;

     

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

     

    (f)  (i)
      an “Event of
      Default” shall exist under the Restated Credit Agreement (other than such an
“Event of Default” under section 6.14 or 6.15 thereof which shall not constitute
      an Event of Default in respect of the Term Loans unless and until the earlier of
      (A) the date that is 60 days after the delivery of the financial statements
      under Section 5.01(a) or (b) in respect of the financial period as of the end
      of
      which such section is breached and (B) the date on which the Administrative
      Agent or the Required Lenders under the Restated Credit Agreement first exercise
      any remedy under article VII of the Restated Credit Agreement in respect of
      such
      breach); (ii) default shall be made with respect to any Material Indebtedness
      if
      the effect of any such default shall be to accelerate, or to permit the holder
      or obligee of any such Material Indebtedness (or any trustee on behalf of such
      holder or obligee) to accelerate, the stated maturity of such Material
      Indebtedness or, in the case of Hedging Agreements, require the payment of
      any
      net termination value in respect thereof or, in the case of Project Financings,
      permit foreclosure upon, or require FCX or any Restricted Subsidiary to
      repurchase the related Project Financing Assets; or (iii) any amount of
      principal or interest of any Material Indebtedness or any payment under a
      Hedging Agreement constituting Material Indebtedness, in each case regardless
      of
      amount, shall not be paid when due, whether at maturity, by acceleration or
      otherwise (after giving effect to any period of grace specified in the
      instrument evidencing or governing such Material Indebtedness);

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (i)  any
      Material
      Company shall become unable, admit in writing its inability or fail generally
      to
      pay its debts as they become due;

     

    (j)  one
      or more
      judgments for the payment of money in an aggregate amount in excess of
      $100,000,000 shall be rendered against the Borrower, any Restricted Subsidiary
      or any combination thereof and the same shall remain undischarged for a period
      of 45 consecutive days during which execution shall not be effectively
      stayed, or any action shall be legally taken by a judgment creditor to attach
      or
      levy upon any assets of the Borrower or any Restricted Subsidiary to enforce
      any
      such judgment;

     

    (k)  an
      ERISA Event
      shall have occurred that, when taken together with all other ERISA Events that
      have occurred, would reasonably be expected to result in a Material Adverse
      Effect;

     

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

     

    (m)  any
      Guarantee under
      any Loan Document shall cease to be, or shall be asserted by any Loan Party
      in
      writing not to be, a valid and enforceable Guarantee;

     

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

     

    (o)  neither
      the Full
      Stock Pledge Condition nor the Additional Collateral Requirement shall be
      satisfied on September 15, 2007; or

     

    (p)  a
      Change in Control
      shall occur;

     

    then,
      and in every
      such event (other than an event with respect to the Borrower described in
      clause (g) or (h) of this Article), and at any time thereafter during
      the continuance of such event, the Administrative Agent may, and at the request
      of the Required Lenders (or, in the case of any Event of Default arising from
      a
      breach of a Financial Covenant, at 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
      request of the
      Required Revolving Lenders and only with respect to the Revolving Commitments
      and Revolving Exposures) shall, by notice to the Borrower, take any or all
      of
      the following actions, at the same or different
      times:  (i) terminate the Commitments, and thereupon the
      Commitments shall terminate immediately, (ii) declare the Loans then
      outstanding to be due and payable in whole (or in part, in which case any
      principal not so declared to be due and payable may thereafter be declared
      to be
      due and payable), and thereupon the principal of the Loans so declared to be
      due
      and payable, together with accrued interest thereon and all fees and other
      obligations of the Borrower accrued hereunder, shall become due and payable
      immediately, without presentment, demand, protest or other notice of any kind,
      all of which are hereby waived by the Borrower and (iii) exercise any or
      all the remedies then available under the Security Documents; and in case of
      any
      event with respect to the Borrower described in clause (g) or (h) of
      this Article, the Commitments shall automatically terminate and the principal
      of
      the Loans then outstanding, together with accrued interest thereon and all
      fees
      and other obligations of the Borrower accrued hereunder, shall automatically
      become due and payable, without presentment, demand, protest or other notice
      of
      any kind, all of which are hereby waived by the Borrower.

     

    ARTICLE
      VIII

     

    The
      Agents

     

    Each
      of the
      Lenders, the Agents and the Issuing Banks hereby irrevocably appoints
      (a) JPMCB as Administrative Agent under this Agreement and the other Loan
      Documents, (b) JPMCB as Collateral Agent for the Lenders, the Agents and
      the Issuing Banks under this Agreement and the other Loan Documents, and
      (c) Merrill Lynch, Pierce, Fenner & Smith Incorporated as the
      Syndication Agent for the Lenders, the Agents and the Issuing Banks under this
      Agreement and the other Loan Documents. Each Lender, each Agent and each Issuing
      Bank confirms and agrees to be bound by the terms of the Loan Documents. Each
      Lender, each Agent and each Issuing Bank authorizes the Agents to take such
      actions on its behalf and to exercise such powers as are delegated to the
      applicable Agent by the terms of the applicable Loan Documents, together with
      such actions and powers as are reasonably incidental thereto. Neither the
      Syndication Agent nor any Documentation Agent, in its capacity as such, shall
      have any responsibilities or authority under this Agreement or the other Loan
      Documents.

     

    Each
      of the Lenders
      serving as the Administrative Agent, the Collateral Agent and the Syndication
      Agent shall have the same rights and powers in its capacity as a Lender as
      any
      other Lender and may exercise the same as though it were not the applicable
      Agent or Agent under the Restated Credit Agreement or the Loan Documents
      thereunder, and each of such Lenders and its Affiliates may accept deposits
      from, lend money to and generally engage in any kind of business with the
      Borrower or any Subsidiary or other Affiliate thereof as if it were not an
      Agent
      hereunder or thereunder.

     

    No
      Agent shall have any duties or obligations except those expressly set forth
      in
      the applicable Loan Documents. Without limiting the generality of the foregoing,
      (a) no Agent shall be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing, (b) no
      Agent shall have any duty to take any discretionary action or exercise any
      discretionary powers, except discretionary rights and powers expressly
      contemplated by the Loan Documents that the Administrative Agent is required
      to
      exercise in writing as directed by the Required Lenders (or such other number
      or
      percentage of the Lenders or Secured Parties as shall be 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    necessary
      under the
      circumstances as provided in Section 9.02 or the applicable Loan Document),
      and (c) except as expressly set forth in the Loan Documents, no Agent shall
      have any duty to disclose, or shall be liable for the failure to disclose,
      any
      information relating to the Borrower or any of its Subsidiaries that is
      communicated to or obtained by the bank serving as such Agent or any of its
      Affiliates in any capacity under the Loan Documents, the Restated Credit
      Agreement or the Loan Documents thereunder. No Agent shall not be liable for
      any
      action taken or not taken by it with the consent or at the request of the
      Required Lenders (or such other number or percentage of the Lenders as shall
      be
      necessary under the circumstances as provided in Section 9.02) or in the
      absence of its own gross negligence or wilful misconduct. No Agent shall be
      deemed to have knowledge of any Default unless and until written notice thereof
      is given to the Administrative Agent by the Borrower or a Lender, and no Agent
      shall not be responsible for or have any duty to ascertain or inquire into
      (i) any statement, warranty or representation made in or in connection with
      any Loan Document, (ii) the contents of any certificate, report or other
      document delivered thereunder or in connection therewith, (iii) the
      performance or observance of any of the covenants, agreements or other terms
      or
      conditions set forth in any Loan Document, (iv) the validity,
      enforceability, effectiveness or genuineness of any Loan Document or any other
      agreement, instrument or document, or (v) the satisfaction of any condition
      set forth in Article IV or elsewhere in any Loan Document, other than to
      confirm receipt of items expressly required to be delivered to such
      Agent.

     

    Without
      limiting
      the generality of the foregoing, the Administrative Agent and the Collateral
      Agent are hereby expressly authorized to execute any and all documents
      (including releases) with respect to the collateral under the Security Documents
      and to carry out the rights of the secured parties with respect thereto, as
      contemplated by and in accordance with the provisions of this Agreement and
      the
      Security Documents, including, specifically with respect to the Pledged PTFI
      Shares and the Pledged PTII Shares, upon the occurrence of an Event of Default,
      to exercise the rights of the Pledgors under the FCX Pledge Agreements as owners
      of such shares in accordance with the terms of the FCX Pledge Agreements and
      otherwise applicable law. In addition, each Lender, each Agent and each Issuing
      Bank hereby irrevocably authorizes and directs the Administrative Agent and
      the
      Collateral Agent to enter, on behalf of each of them, into the Security
      Documents and agrees to be bound by the terms of the Security Documents. Each
      Lender, each Agent and each Issuing Bank hereby irrevocably authorizes and
      directs the Administrative Agent and the Collateral Agent, as applicable, to
      enter into amendments from time to time to the Security Documents or take any
      other action for the purpose of naming as Secured Parties thereunder (i) Lenders
      that become parties to this Agreement after the Effective Date and/or (ii)
      Lender Affiliates that become counterparties to Hedging Agreements, the
      obligations under which are secured by the Security Documents.

     

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

     

    Each
      Agent may
      perform any and all its duties and exercise its rights and powers by or through
      any one or more sub-agents appointed by the applicable Agent. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    The
      Syndication
      Agent and, subject to the appointment and acceptance of a successor as provided
      in this paragraph, any other Agent may resign at any time by notifying the
      Lenders and the Borrower. Upon any such resignation by the Administrative Agent
      or the Collateral Agent, the Required Lenders shall have the right, in
      consultation with the Borrower, to appoint a successor Administrative Agent
      or
      Collateral Agent (subject to the approval of the Required Lenders under the
      Restated Credit Agreement), as the case may be. If no successor shall have
      been
      so appointed by the Required Lenders and shall have accepted such appointment
      within 30 days after the retiring Agent gives notice of its resignation,
      then the retiring Agent may, on behalf of the Lenders, appoint a successor
      Administrative Agent or Collateral Agent, as the case may be, which shall be
      a
      bank with an office in New York, New York, or an Affiliate of any such bank.
      Upon the acceptance of its appointment as Administrative Agent or Collateral
      Agent, as the case may be, hereunder by a successor, such successor
      Administrative Agent or Collateral Agent, as applicable, shall succeed to and
      become vested with all the rights, powers, privileges and duties of the retiring
      Agent, and the retiring Agent shall be discharged from its duties and
      obligations hereunder. The fees payable by the Borrower to a successor Agent
      shall be the same as those payable to its predecessor unless otherwise agreed
      between the Borrower and such successor. After any Agent’s resignation
      hereunder, the provisions of this Article and Section 9.03 shall continue
      in effect for the benefit of such retiring Agent, its sub-agents and their
      respective Related Parties in respect of any actions taken or omitted to be
      taken by any of them while it was acting as an Agent.

     

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

     

    The
      obligations of
      the Administrative Agent, Collateral Agent and the Syndication Agent shall
      be
      separate and several and none of them shall be responsible or liable for the
      acts or omissions of any other, except, to the extent that any such Agent serves
      in more than one agency capacity, such Agent shall be responsible for the acts
      and omissions relating to each such agency function.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Without
      the prior
      written consent of the Required Lenders but subject to Section 9.02(b), the
      Administrative Agent and the Collateral Agent will not, except as contemplated
      by this paragraph, consent to any modification, supplement or waiver of any
      Security Document. Notwithstanding the foregoing, the Collateral Agent is
      authorized and directed to enter into such amendments as it may deem appropriate
      to the Third Amended and Restated FCX Pledge Agreement (PTFI Shares) in
      connection with the satisfaction of the Full Stock Pledge Condition or the
      Partial Stock Pledge Condition. Notwithstanding any other provision of this
      Article VIII, the Administrative Agent and the Collateral Agent will, at the
      request of FCX, release (or subordinate such interest) from the Security
      Documents (and enter into an amendment to any applicable Security Document
      and
      execute such other instruments as may be necessary in connection therewith),
      any
      interest of the Administrative Agent or the Collateral Agent, as applicable,
      upon receipt by the Administrative Agent of a certificate from a Financial
      Officer of FCX specifying the asset to be released and the related transaction
      and certifying that after giving effect thereto, no Event of Default shall
      occur
      or be continuing, specific assets (which may either be released from the Lien
      of
      the Security Documents or excluded from the after-acquired property clauses
      of
      the Security Documents) as required to be released to allow sales, transfers
      or
      other dispositions, secured financings, capital leases and sale leaseback
      transactions and pledges of assets expressly permitted hereby. In addition,
      upon
      consummation of a Project Financing by a Project Financing Subsidiary, to the
      extent releases are requested in a certificate from a Financial Officer of
      FCX,
      which certificate shall certify that after giving effect to such releases no
      Event of Default shall occur or be continuing and that such releases are in
      conformity with clause (D) of the Collateral and Guarantee Requirement, such
      Project Financing Subsidiary and, if applicable, its parent shall automatically
      be released from its Guarantee and the pledge of the Equity Interests in such
      Project Financing Subsidiary shall be released. It is understood and agreed
      that
      releases in connection with this paragraph shall not require any further consent
      of the Required Lenders.

     

    By
      acceptance of the benefits of the Security Documents, the holders of the Secured
      Obligations (as defined in the Atlantic Copper Pledge Agreement referred to
      below) hereby expressly and irrevocably appoint JPMCB as Collateral Agent under
      the Atlantic Copper Pledge Agreement and such holders hereby expressly and
      irrevocably authorize the Collateral Agent to accept and cancel, in their name
      and on their behalf, a pledge (including its novations) over the shares
      representing 65% of the share capital of Atlantic Copper S.A. (“Atlantic
      Copper”),
      a company
      (sociedad
      anónima)
      incorporated and
      existing under the laws of the Kingdom of Spain, having its registered office
      at
      Avenida Francisco Montenegro s/n, 21007, Huelva, Spain, and Tax Identification
      Number (C.I.F.) A-79110482, as security for the Secured Obligations (as so
      defined) (the “Pledge
      of
      Atlantic Copper Shares”),
      and, in
      particular, but not exclusively, (i) to execute one or more pledge agreements
      (collectively, the “Atlantic
      Copper
      Pledge Agreement”),
      as well as any
      subsequent novations thereof, inter alia, over the shares of Atlantic Copper
      owned by Freeport-McMoRan Spain Inc. representing, from time to time, 65% of
      the
      share capital of Atlantic Copper on the terms and conditions that the Collateral
      Agent may deem appropriate; (ii) to appear before a Notary Public and execute,
      on the terms the Collateral Agent deems appropriate, the granting of any
      ratification, amendment, confirmation, supplement, novation or cancellation
      of
      the document or documents by virtue of which the Pledge of Atlantic Copper
      Shares is created; (iii) to carry out whatever actions and legal proceedings
      the
      Collateral Agent may deem appropriate for the enforcement of the Pledge of
      Atlantic Copper Shares in accordance with the terms of the applicable Loan
      Documents; (iv) to carry out, as well, all related or complementary acts needed
      in order to fully execute the mandate received, and in particular, grant
      amendment documents and to do all other things, to enter into all other
      agreements and to make all other statements necessary or useful in connection
      with the above mentioned 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    performances;
      and
      (v) to make any payment of any reasonable expenses and fees, including legal
      and
      notarial fees.

     

    ARTICLE
      IX

     

    Miscellaneous

     

    SECTION
      9.01.
  Notices. (a)
Except
      in the case
      of notices and other communications expressly permitted to be given by telephone
      (and subject to paragraph (b) below), all notices and other communications
      provided for herein shall be in writing and shall be delivered by hand or
      overnight courier service, mailed by certified or registered mail or sent by
      telecopy, as follows:

     

    (i)  if
      to the Borrower,
      to it at Freeport-McMoRan Copper & Gold Inc., One N. Central Avenue,
      Phoenix, AZ 85004, Attention of Treasurer (Telecopy No. (602)
      366-7322);

     

    (ii)  if
      to the
      Administrative Agent or the Collateral Agent, to JPMorgan Chase Bank, N.A.,
      Loan
      and Agency Services Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002,
      Attention of Ms. Sylvia Trevino (Telecopy No. (713) 750-2932), with a copy
      to
      JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention
      of James Ramage (Telecopy No. (212) 270-5100);

     

    (iii)  if
      to the Swingline
      Lender, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111
      Fannin Street, 10th Floor, Houston, Texas 77002, Attention of Ms. Sylvia Trevino
      (Telecopy No. (713) 750-2932), with a copy to the Administrative Agent as
      provided under clause (ii) above;

     

    (iv)  if
      to any Issuing
      Bank, to it at the address most recently specified by it in a notice delivered
      to the Administrative Agent and the Borrower, with a copy to the Administrative
      Agent as provided under clause (ii) above; and

     

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

     

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

     

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

     

    SECTION
      9.02.
  Waivers;
      Amendments. (a)
No
      failure or delay
      by any Agent, any Lender or any Issuing Bank in exercising any right or power
      hereunder or under any other Loan Document shall operate as a waiver thereof,
      nor shall any single or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    partial
      exercise of
      any such right or power, or any abandonment or discontinuance of steps to
      enforce such a right or power, preclude any other or further exercise thereof
      or
      the exercise of any other right or power. The rights and remedies of the Agents,
      the Lenders and the Issuing Banks hereunder and under the other Loan Documents
      are cumulative and are not exclusive of any rights or remedies that they would
      otherwise have. No waiver of any provision of any Loan Document or consent
      to
      any departure by any Loan Party therefrom shall in any event be effective unless
      the same shall be permitted by paragraph (b) of this Section, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      purpose for which given. Without limiting the generality of the foregoing,
      the
      making of a Loan or the issuance, amendment, extension or renewal of a Letter
      of
      Credit shall not be construed as a waiver of any Default, regardless of whether
      any Agent, any Lender or any Issuing Bank may have had notice or knowledge
      of
      such Default at the time.

     

    (b)
  Neither
      this
      Agreement nor any other Loan Document nor any provision hereof or thereof may
      be
      waived, amended or modified except, in the case of this Agreement, pursuant
      to
      an agreement or agreements in writing entered into by the Borrower and the
      Required Lenders or, in the case of any other Loan Document, pursuant to an
      agreement or agreements in writing entered into by the Administrative Agent
      and
      the Loan Party or Loan Parties that are parties thereto, in each case with
      the
      consent of the Required Lenders; provided
      that no such
      agreement shall (i) increase the Commitment of any Lender without the
      written consent of such Lender, (ii) reduce or forgive the principal amount
      of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
      any fees payable hereunder, without the written consent of each Lender affected
      thereby (provided
      that only the
      consent of the Required Lenders shall be necessary to amend the dates set forth
      in the definition of “Collateral Shortfall Period”), (iii) postpone the
      maturity of any Loan, or the date of any scheduled payment of the principal
      amount of any Term Loan under Section 2.09, or the required date of
      reimbursement of any LC Disbursement under Section 2.05, or any date for
      the payment of any interest or fees payable hereunder, or reduce the amount
      of,
      waive or excuse any such payment, or postpone the scheduled date of expiration
      of any Commitment, without the written consent of each Lender affected thereby,
      (iv) change Section 2.17(b) or (c) in a manner that would alter
      the pro rata sharing of payments required thereby, without the written
      consent of each Lender, (v) change any of the provisions of this Section or
      the
      percentage set forth in the definition of “Required Lenders” or “Required
      Revolving Lenders” or any other provision of any Loan Document specifying the
      number or percentage of Lenders (or Lenders of any Class) required to waive,
      amend or modify any rights thereunder or make any determination or grant any
      consent thereunder, without the written consent of each Lender (or each Lender
      of such Class, as the case may be) (it being understood that, with the consent
      of the Required Lenders or Required Revolving Lenders, as the case may be,
      additional extensions of credit or revolving commitments pursuant to this
      Agreement may be included in the determination of the Required Lenders or
      Required Revolving Lenders, as the case may be, on substantially the same basis
      as the Term Loans and Revolving Commitments on the date hereof),
      (vi) release all or substantially all the Guarantors from their Guarantee
      under the Loan Documents or limit the liability of all or substantially all
      the
      Guarantors in respect of such Guarantees, without the written consent of each
      Lender, (vii) release all or substantially all the Collateral from the Liens
      of
      the Security Documents, without the written consent of each Lender, (viii)
      change any provisions of any Loan Document in a manner that by its terms
      adversely affects the rights in respect of Collateral or payments due to Lenders
      holding Loans of any Class differently than those holding Loans of any other
      Class, without the written consent of Lenders holding a majority in interest
      of
      the outstanding Loans and unused Commitments of each affected Class or (ix)
      change the rights of the Tranche B Lenders to decline mandatory prepayments
      as
      provided in Section 2.10, without the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    written
      consent of
      Tranche B Lenders holding a majority of the outstanding Tranche B Loans;
provided
      further
      that (A) no such
      agreement shall amend, modify or otherwise affect the rights or duties of any
      Agent, any Issuing Bank or the Swingline Lender without the prior written
      consent of such Agent, such Issuing Bank or the Swingline Lender, as the case
      may be; (B) any waiver, amendment or modification of this Agreement that by
      its
      terms affects the rights or duties under this Agreement of Lenders holding
      Loans
      or Commitments of a particular Class (but not the Lenders holding Loans or
      Commitments of any other Class) may be effected by an agreement or agreements
      in
      writing entered into by the Borrower and the requisite percentage in interest
      of
      the affected Class of Lenders that would be required to consent thereto under
      this Section if such Class of Lenders were the only Class of Lenders hereunder
      at the time; (C) if the terms of any waiver, amendment or modification of any
      Loan Document provide that any Class of Loans (together with all accrued
      interest thereon and all accrued fees payable with respect to the Commitments
      of
      such Class) will be repaid or paid in full, and the Commitments of such Class
      (if any) terminated, as a condition to the effectiveness of such waiver,
      amendment or modification, then so long as the Loans of such Class (together
      with such accrued interest and fees) are in fact repaid or paid and such
      Commitments are in fact terminated, in each case prior to or substantially
      simultaneously with the effectiveness of such amendment, then such Loans and
      Commitments shall not be included in the determination of the Required Lenders
      with respect to such amendment; and (D) no amendment, modification, waiver
      of or
      consent with respect to any of the terms and provisions (and related definitions
      to the extent applicable to the Financial Covenants) of the Financial Covenants,
      the provisos to paragraph (d) of Article VII or the parenthetical reference
      to
      the Financial Covenants in the then clause at the end of Article VII shall
      be
      effective without the written consent of the Required Revolving Lenders and,
      in
      the case of the Financial Covenants and the related definitions to the extent
      applicable to the Financial Covenants, any such amendment, supplement,
      modification or waiver shall be effective with the written consent of only
      the
      Required Revolving Lenders (or the Administrative Agent with the prior written
      consent thereof), on the one hand, and the Borrower, on the other hand.
      Notwithstanding the foregoing, any provision of this Agreement may be amended
      by
      an agreement in writing entered into by the Borrower, the Required Lenders
      and
      the Administrative Agent if (i) by the terms of such agreement any remaining
      Commitment and/or Revolving Exposure of each Lender not consenting to the
      amendment provided for therein shall terminate upon the effectiveness of such
      amendment and (ii) at the time such amendment becomes effective, each Lender
      not
      consenting thereto receives payment in full of the principal of and interest
      accrued on each Loan made by it and all other amounts owing to it or accrued
      for
      its account under this Agreement.

     

    SECTION
      9.03.
  Expenses;
      Indemnity; Damage Waiver. (a)
The
      Borrower agrees
      to pay (i) all reasonable out-of-pocket expenses incurred by each Agent and
      its Affiliates, including the reasonable fees, charges and disbursements of
      counsel for each Agent, in connection with the syndication of the credit
      facilities provided for herein, the preparation and administration of the Loan
      Documents or any amendments, modifications or waivers of the provisions thereof
      (whether or not the transactions contemplated hereby or thereby shall be
      consummated), (ii) all reasonable out-of-pocket expenses incurred by each
      Issuing Bank in connection with the issuance, amendment, extension or renewal
      of
      any Letter of Credit or any demand for payment thereunder and (iii) all
      out-of-pocket expenses incurred by any Agent, any Issuing Bank or any Lender,
      including the fees, charges and disbursements of any counsel for any Agent,
      any
      Issuing Bank or any Lender, in connection with the enforcement or protection
      of
      its rights in connection with the Loan Documents, including its rights under
      this Section, or in connection with the Loans made or Letters of Credit issued
      hereunder, including all such 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    out-of-pocket
      expenses incurred during any workout, restructuring or negotiations in respect
      of such Loans or Letters of Credit.

     

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

     

    (c)
  To
      the extent that
      the Borrower fails to pay any amount required to be paid by it to any Agent
      under paragraph (a) or (b) of this Section (but without affecting the
      Borrower’s obligations thereunder), each Lender severally agrees to pay to the
      applicable Agent such Lender’s pro rata share (determined as of the time that
      the applicable unreimbursed expense or indemnity payment is sought) of such
      unpaid amount; provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against such Agent
      in
      its capacity as such. For purposes of the immediately preceding sentence, a
      Lender’s “pro rata share” shall be determined based upon its share of the sum of
      the total Revolving Exposures, outstanding Term Loans and unused Revolving
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Commitments
      at the
      time. To the extent that the Borrower fails to pay any amount required to be
      paid by it to any Issuing Bank under paragraph (a) or (b) of this
      Section (but without affecting the Borrower’s obligations thereunder), each
      Revolving Lender severally agrees to pay to the applicable Issuing Bank such
      Revolving Lender’s pro rata share (determined as of the time that the applicable
      unreimbursed expense or indemnity payment is sought) of such unpaid amount;
      provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against such Issuing
      Bank in its capacity as such. For purposes of the immediately preceding
      sentence, a Revolving Lender’s “pro rata share” shall be determined based upon
      its share of the sum of the total Revolving Exposures and unused Revolving
      Commitments at the time. The obligations of the Lenders under this paragraph
      (c)
      are subject to the last sentence of Section 2.02(a) (which shall apply
mutatis mutandis
      to the Lenders’
obligations under this paragraph (c)). If any action, suit or proceeding arising
      from any of the foregoing is brought against any Lender, any Agent, any Issuing
      Bank or other Person indemnified or intended to be indemnified pursuant to
      this
      Section 9.03, FCX, to the extent and in the manner directed by such
      indemnified party, will resist and defend such action, suit or proceeding or
      cause the same to be resisted and defended by counsel designated by FCX (which
      counsel shall be satisfactory to such Lender, such Agent, such Issuing Bank
      or
      other Person indemnified or intended to be indemnified). If FCX shall fail
      to do
      any act or thing which it has covenanted to do hereunder or any representation
      or warranty on the part of FCX contained in this Agreement shall be breached,
      any Lender, any Issuing Bank or any Agent may (but shall not be obligated to)
      do
      the same or cause it to be done or remedy any such breach, and may expend its
      funds for such purpose. Any and all amounts so expended by any Lender, any
      Issuing Bank or any Agent shall be repayable to it by FCX immediately upon
      such
      Person’s demand therefor.

     

    (d)
  To
      the extent
      permitted by applicable law, the Borrower shall not assert, and hereby waives,
      any claim against any Indemnitee, on any theory of liability, for special,
      indirect, consequential or punitive damages (as opposed to direct or actual
      damages) arising out of, in connection with, or as a result of, this Agreement
      or any agreement or instrument contemplated hereby, the Transactions, any Loan
      or Letter of Credit or the use of the proceeds thereof.

     

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

     

    SECTION
      9.04.
  Successors
      and
      Assigns. (a)
The
      provisions of
      this Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns permitted hereby (including
      any Affiliate of any Issuing Bank that issues any Letter of Credit), except
      that
      (i) the Borrower may not assign or otherwise transfer any of its rights or
      obligations hereunder without the prior written consent of each Lender (and
      any
      attempted assignment or transfer by the Borrower without such consent shall
      be
      null and void) and (ii) no Lender may assign or otherwise transfer its rights
      or
      obligations hereunder except in accordance with this Section. Nothing in this
      Agreement, expressed or implied, shall be construed to confer upon any Person
      (other than the parties hereto, their respective successors and assigns
      permitted hereby (including any Affiliate of any Issuing Bank that issues any
      Letter of Credit), Participants (to the extent provided in paragraph (c) of
      this
      Section) and, to the extent expressly contemplated hereby, the Related Parties
      of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable
      right, remedy or claim under or by reason of this Agreement.

     

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

     

    (A)
      in the case of
      assignments of Revolving Commitments or Revolving Exposures, the Borrower,
      the
      Swingline Lender and each Principal Issuing Bank; 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    provided
      that no consent of
      the Borrower shall be required for an assignment to a Revolving Lender or to
      an
      Affiliate of a Revolving Lender having credit ratings equal to or better than
      the credit ratings of such Revolving Lender, or, if an Event of Default under
      clause (a), (b), (g) or (h) of Article VII has occurred and is
      continuing, any other assignee; and

     

    (B)
      the
      Administrative Agent; provided
      that no consent of
      the Administrative Agent shall be required for an assignment of a Term Loan
      or
      Term Commitment to an assignee that is a Lender, an Affiliate of a Lender or
      an
      Approved Fund. 

     

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

     

    (A)
      except in the
      case of an assignment to a Lender or an Affiliate of a Lender or an Approved
      Fund, or an assignment of the entire remaining amount of the assigning Lender’s
      Commitment or Loans of any Class, the amount of the Commitment or Loans of
      the
      assigning Lender subject to each such assignment (determined as of the date
      the
      Assignment and Assumption with respect to such assignment is delivered to the
      Administrative Agent) shall not be less than $5,000,000 or, in the case of
      a
      Term Loan, $1,000,000 unless each of the Borrower and the Administrative Agent
      otherwise consent; provided
      that no such
      consent of the Borrower shall be required if an Event of Default under
      clause (a), (b), (g) or (h) of Article VII has occurred and is
      continuing; and provided further
      that simultaneous
      assignments in respect of a Lender and its Approved Funds shall be aggregated
      for purposes of such requirement;

     

    (B)
      each partial
      assignment shall be made as an assignment of a proportionate part of all the
      assigning Lender’s rights and obligations under this Agreement, provided
      that this clause
      (B) shall not be construed to prohibit assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations in respect of one Class of
      Commitments or Loans;

     

    (C)
      the parties to
      each assignment shall execute and deliver to the Administrative Agent an
      Assignment and Assumption, together with a processing and recordation fee of
      $3,500, payable by either the assignee or the assignor (provided
      that only one such
      fee shall be payable in respect of simultaneous assignments by a Lender and
      its
      Approved Funds); and

     

    (D)
      the assignee,
      if it shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire and any tax forms required by Section
      2.16(f).

     

    For
      purposes of
      this Section 9.04(b), the terms “Approved Fund” and “CLO” have the following
      meanings:

     

    “Approved
      Fund”
means
      (a) a CLO
      and (b) with respect to any Lender that is a fund that invests in bank loans
      and
      similar extensions of credit, any other fund that invests in bank loans and
      similar extensions of credit and is managed by the same investment advisor
      as
      such Lender or by an Affiliate of such investment advisor.

     

    “CLO”
means
      an entity
      (whether a corporation, partnership, trust or otherwise) that is engaged in
      making, purchasing, holding or otherwise investing in bank loans and similar
      extensions of credit in the ordinary course and is administered or managed
      by a
      Lender or an Affiliate of such Lender.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)
      Subject to
      acceptance and recording thereof pursuant to paragraph (b)(iv) of this
      Section, from and after the effective date specified in each Assignment and
      Assumption, the assignee thereunder shall be a party hereto and, to the extent
      of the interest assigned by such Assignment and Assumption, have the rights
      and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Assumption, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Assumption covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of
      Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender
      of rights or obligations under this Agreement that does not comply with this
      Section 9.04 shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      paragraph (c) of this Section.

     

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

     

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

     

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

     

    (c)
  (i)
      Any Lender may,
      without the consent of, or notice to, the Borrower, the Administrative Agent,
      the Issuing Banks or the Swingline Lender, sell participations to one or more
      banks or other entities (a “Participant”)
      in all or a
      portion of such Lender’s rights and obligations under this Agreement (including
      all or a portion of its Commitment or LC Exposure and the Loans owing to it);
      provided
      that (A) such
      Lender’s obligations under this Agreement shall remain unchanged, (B) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations, (C) the Borrower, the Agents, the Issuing
      Banks and the other Lenders shall continue to deal solely and directly with
      such
      Lender in connection with such Lender’s rights and obligations under this
      Agreement and (D) such Lender will continue to give prompt attention to and
      process (including, if required, through discussions with Participants) requests
      for waivers or amendments hereunder. Any agreement or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    instrument
      pursuant
      to which a Lender sells such a participation shall provide that such Lender
      shall retain the sole right to enforce the Loan Documents and to approve any
      amendment, modification or waiver of any provision of the Loan Documents;
provided
      that such
      agreement or instrument may provide that such Lender will not, without the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 9.02(b) that affects such
      Participant. Subject to paragraph (c)(ii) of this Section, the Borrower
      agrees that each Participant shall be entitled to the benefits of
      Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and
      had acquired its interest by assignment pursuant to paragraph (b) of this
      Section. To the extent permitted by law, each Participant also shall be entitled
      to the benefits of Section 9.08 as though it were a Lender, provided
      such Participant
      agrees to be subject to Section 2.17(c) as though it were a
      Lender.

     

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

     

    (d)
  Any
      Lender may,
      without the consent of the Borrower or the Administrative Agent, at any time
      pledge or assign a security interest in all or any portion of its rights under
      this Agreement to secure obligations of such Lender, including any pledge or
      assignment to secure obligations to a Federal Reserve Bank, and this Section
      shall not apply to any such pledge or assignment of a security interest;
provided
      that no such
      pledge or assignment of a security interest shall release a Lender from any
      of
      its obligations hereunder or substitute any such pledgee or assignee for such
      Lender as a party hereto.

     

    SECTION
      9.05.
  Survival.
      All covenants,
      agreements, representations and warranties made by the Loan Parties in the
      Loan
      Documents and in the certificates or other instruments delivered in connection
      with or pursuant to this Agreement or any other Loan Document shall be
      considered to have been relied upon by the other parties hereto and shall
      survive the execution and delivery of the Loan Documents and the making of
      any
      Loans and issuance of any Letters of Credit, regardless of any investigation
      made by any such other party or on its behalf and notwithstanding that any
      Agent, any Issuing Bank or any Lender may have had notice or knowledge of any
      Default or incorrect representation or warranty at the time any credit is
      extended hereunder, and shall continue in full force and effect as long as
      the
      principal of or any accrued interest on any Loan or any fee or any other amount
      payable under this Agreement is outstanding and unpaid or any Letter of Credit
      is outstanding and so long as the Commitments have not expired or terminated.
      The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall
      survive and remain in full force and effect regardless of the consummation
      of
      the transactions contemplated hereby, the repayment of the Loans, the expiration
      or termination of the Letters of Credit and the Commitments or the termination
      of this Agreement or any provision hereof.

     

    SECTION
      9.06.
  Counterparts;
      Integration; Effectiveness.
      This Agreement may
      be executed in counterparts (and by different parties hereto on different
      counterparts), each of which shall constitute an original, but all of which
      when
      taken together shall constitute a single contract. This Agreement, the other
      Loan Documents and any separate letter agreements with respect to fees payable
      to any Agent constitute 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
      entire contract
      among the parties relating to the subject matter hereof and supersede any and
      all previous agreements and understandings, oral or written, relating to the
      subject matter hereof. Except as provided in Section 4.01, this Agreement
      shall become effective when it shall have been executed by the Administrative
      Agent and when the Administrative Agent shall have received counterparts hereof
      which, when taken together, bear the signatures of each of the other parties
      hereto, and thereafter shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors and assigns. Delivery of an
      executed counterpart of a signature page of this Agreement by telecopy or
      electronic transmission shall be effective as delivery of a manually executed
      counterpart of this Agreement.

     

    SECTION
      9.07.
  Severability.
      Any provision of
      this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
      shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
      illegality or unenforceability without affecting the validity, legality and
      enforceability of the remaining provisions hereof; and the invalidity of a
      particular provision in a particular jurisdiction shall not invalidate such
      provision in any other jurisdiction.

     

    SECTION
      9.08.
  Right
      of
      Setoff.
      If an Event of
      Default shall have occurred and be continuing, each Lender, each Issuing Bank
      and each of its Affiliates is hereby authorized at any time and from time to
      time, to the fullest extent permitted by law, to set off and apply any and
      all
      deposits (general or special, time or demand, provisional or final, in whatever
      currency) at any time held and other obligations at any time owing (although
      such obligations may be unmatured) by such Lender or Issuing Bank or Affiliate
      to or for the credit or the account of the Borrower against any of and all
      the
      obligations then due of the Borrower now or hereafter existing under this
      Agreement. The applicable Lender or Issuing Bank shall notify the Borrower
      and
      the Administrative Agent of such setoff and application, provided
      that any failure
      to give or any delay in giving such notice shall not affect the validity of
      any
      such setoff and application under this Section. The rights of each Lender,
      each
      Issuing Bank and its Affiliates under this Section are in addition to other
      rights and remedies (including other rights of setoff) that such Lender, Issuing
      Bank and Affiliates may have.

     

    SECTION
      9.09.
  Governing
      Law;
      Jurisdiction; Consent to Service of Process; Sovereign Immunity. (a)
This
      Agreement
      shall be construed in accordance with and governed by the law of the State
      of
      New York.

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (d)
  Each
      party to this
      Agreement irrevocably consents to service of process in the manner provided
      for
      notices in Section 9.01. Nothing in this Agreement or any other Loan
      Document will affect the right of any party to this Agreement to serve process
      in any other manner permitted by law.

     

    SECTION
      9.10.
  WAIVER
      OF JURY
      TRIAL.
      EACH PARTY HERETO
      HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
      IT
      MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
      ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
      OR
      ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
      AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
      THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
      THE
      FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
      HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
      9.11.
  Headings.
      Article and
      Section headings and the Table of Contents used herein are for convenience
      of
      reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    SECTION
      9.12.
  Confidentiality.
      Each of the
      Agents, the Issuing Banks and the Lenders agrees to maintain the confidentiality
      of the Information (as defined below), except that Information may be disclosed
      (a) to its and its Affiliates’ directors, trustees, officers, employees and
      agents, including accountants, legal counsel and other advisors (it being
      understood that the Persons to whom such disclosure is made will be informed
      of
      the confidential nature of such Information and instructed to keep such
      Information confidential), (b) to the extent requested by any regulatory
      authority, (c) to the extent required by applicable laws or regulations or
      by any subpoena or similar legal process, (d) to any other party to this
      Agreement, (e) in connection with the exercise of any remedies hereunder or
      any suit, action or proceeding relating to this Agreement or any other Loan
      Document or the enforcement of rights hereunder or thereunder, (f) subject
      to an agreement containing provisions substantially the same as those of this
      Section, to (i) any actual or prospective assignee of or Participant in any
      of its rights or obligations under this Agreement or (ii) any actual or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to the Borrower or any other Loan Party and its obligations,
      (g) with the consent of the Borrower or (h) to the extent such
      Information (i) becomes publicly available other than as a result of a
      breach of this Section or (ii) becomes available to any Agent, any Issuing
      Bank or any Lender on a nonconfidential basis from a source other than the
      Borrower. For the purposes of this Section, “Information”
means
      all
      information received from or on behalf of the Borrower relating to the Borrower
      or its business, other than any such information that is available 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    to
      any Agent, any
      Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by
      the
      Borrower. Any Person required to maintain the confidentiality of Information
      as
      provided in this Section shall be considered to have complied with its
      obligation to do so if such Person has exercised the same degree of care to
      maintain the confidentiality of such Information as such Person would accord
      to
      its own confidential information.

     

    SECTION
      9.13.
  Interest
      Rate
      Limitation.
      Notwithstanding
      anything herein to the contrary, if at any time the interest rate applicable
      to
      any Loan or participation in any LC Disbursement, together with all fees,
      charges and other amounts which are treated as interest on such Loan or LC
      Disbursement or participation therein under applicable law (collectively the
      “Charges”),
      shall exceed
      the maximum lawful rate (the “Maximum
      Rate”)
      which may be
      contracted for, charged, taken, received or reserved by the Lender holding
      such
      Loan or LC Disbursement or participation therein in accordance with applicable
      law, the rate of interest payable in respect of such Loan or LC Disbursement
      or
      participation therein hereunder, together with all Charges payable in respect
      thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
      interest and Charges that would have been payable in respect of such Loan or
      LC
      Disbursement or participation therein but were not payable as a result of the
      operation of this Section shall be cumulated and the interest and Charges
      payable to such Lender in respect of other Loans or LC Disbursements or
      participations therein or periods shall be increased (but not above the Maximum
      Rate therefor) until such cumulated amount, together with interest thereon
      at
      the Federal Funds Effective Rate to the date of repayment, shall have been
      received by such Lender.

     

    SECTION
      9.14.
  Judgment
      Currency.
      The specification
      of payment in dollars and in New York City, New York, with respect to amounts
      payable to any Lender (or permitted assignee or Participant), any Agent or
      any
      Issuing Bank hereunder and under the other Loan Documents is of the essence,
      and
      dollars shall be the currency of account in all events. The payment obligations
      of the Borrower under this Agreement or any other Loan Document shall not be
      discharged by an amount paid by the Borrower in another currency or in another
      place, whether pursuant to a judgment or otherwise, to the extent that the
      amount so paid on conversion to dollars and transfer to New York City under
      normal banking procedures does not yield the amount of dollars in New York
      City
      due hereunder. If for the purpose of obtaining judgment in any court it is
      necessary to convert a sum due hereunder in dollars into another currency (the
      “second
      currency”),
      the rate of
      exchange which shall be applied shall be that at which in accordance with normal
      banking procedures the Administrative Agent could purchase dollars with the
      second currency on the Business Day next preceding that on which such judgment
      is rendered. The obligation of the Borrower in respect of any such sum due
      from
      the Borrower to any Agent, any Issuing Bank or any Lender (or permitted assignee
      or Participant) hereunder or under any other Loan Document (an “entitled
      person”)
      shall,
      notwithstanding the rate of exchange actually applied in rendering such
      judgment, be discharged only to the extent that on the Business Day following
      receipt by such entitled person of any sum adjudged to be due hereunder or
      under
      any other Loan Document in the second currency such entitled person may in
      accordance with normal banking procedures purchase in the free market and
      transfer to New York City dollars with the amount of the second currency so
      adjudged to be due; and the Borrower hereby agrees, as a separate obligation
      and
      notwithstanding any such judgment, to indemnify such entitled person against,
      and to pay such entitled person on demand, in dollars in New York City, the
      difference between the sum originally due to such entitled person from the
      Borrower in dollars and the amount of dollars so purchased and
      transferred.

     

    SECTION
      9.15.
  [intentionally
      omitted]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.16.
  Patriot
      Act.
      Each Lender and
      the Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrower that pursuant to the requirements of the Patriot Act,
      it
      is required to obtain, verify and record information that identifies the
      Borrower, which information includes the name and address of the Borrower and
      other information that will allow such Lender or the Administrative Agent,
      as
      applicable, to identify the Borrower in accordance with the Patriot Act. The
      Borrower agrees to provide the Lenders, upon request, with all documentation
      and
      other information required from time to time to be obtained by the Lenders
      pursuant to applicable “know your customer” and anti-money laundering rules and
      regulations, including the Patriot
      Act.

     

    SECTION
      9.17.
  No
      Fiduciary
      Relationship.
      The Borrower, on
      behalf of itself and the Subsidiaries, agrees that in connection with all
      aspects of the transactions contemplated hereby and any communications in
      connection therewith, the Borrower, the Subsidiaries and their Affiliates,
      on
      the one hand, and the Agents, the Lenders, the Issuing Banks and their
      Affiliates, on the other hand, will have a business relationship that does
      not
      create, by implication or otherwise, any fiduciary duty on the part of the
      Agents, the Lenders, the Issuing Banks or their Affiliates, and no such duty
      will be deemed to have arisen in connection with any such transactions or
      communications.

     

    SECTION
      9.18.
  Release
      of Liens
      and Guarantees; Rejurisdictioning of PTFI. (a)
A
      Subsidiary
      Guarantor shall automatically be released from its obligations under the Loan
      Documents and all security interests in the Collateral of such Subsidiary
      Guarantor, and in the Equity Interests in such Subsidiary Guarantor, shall
      be
      automatically released upon the consummation of any transaction permitted by
      this Agreement as a result of which such Subsidiary Guarantor ceases to be
      a
      Subsidiary; provided
      that, if so
      required by this Agreement, the Required Lenders (or such greater number of
      Lenders as may be required under Section 9.02) shall have consented to such
      transaction and the terms of such consent did not provide otherwise. Upon any
      sale or other transfer by any Subsidiary Guarantor (other than to FCX or any
      other Subsidiary) of any Collateral that is permitted under this Agreement,
      or
      upon the effectiveness of any written consent to the release of the security
      interest granted under any Loan Document in any Collateral pursuant to Section
      9.02 of this Agreement, the security interest in such Collateral shall be
      automatically released. In connection with any termination or release pursuant
      to this Section, the Collateral Agent shall promptly execute and deliver to
      any
      Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that
      such Subsidiary Guarantor shall reasonably request to evidence such termination
      or release.

     

    (b)
  Subject
      to
      paragraph (e) below, at any time following the Investment Grade Date when there
      is no outstanding Tranche B Term Loan, upon written notice from the Borrower
      and
      at the Borrower’s expense, the Collateral Agent shall terminate and release all
      the Collateral under the Security Documents (but not, unless specifically
      requested by the Borrower in such notice, any Collateral under the FI Security
      Documents) and the Collateral Agent shall promptly execute and deliver all
      documents that the Borrower shall reasonably request to evidence such
      termination or release.

     

    (c)
  Notwithstanding
      any
      provision of any Loan Document to the contrary, at any time when either (i)
      the
      Full Stock Pledge Condition is satisfied or (ii) the Additional Collateral
      Requirement is satisfied, PTFI may elect to effect a transaction in which it
      will cease to be domesticated under the laws of Delaware as a corporation and
      shall become solely a limited liability company organized under the laws of
      the
      Republic of Indonesia.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
  Any
      execution and
      delivery of documents pursuant to this Section shall be without recourse to
      or
      warranty by the Collateral Agent.

     

    (e)
  Notwithstanding
      any
      provision to the contrary herein or in any other Loan Document, no Guarantee
      shall be released unless each Ratable Guarantee by the applicable Loan Party
      shall be released upon the release of such Loan Party’s Guarantee of the Secured
      Obligations.

     

    SECTION
      9.19.
  Non-Public
      Information. (a)
Each
      Lender
      acknowledges that all information furnished to it pursuant to this Agreement
      from the Borrower or on its behalf and relating to the Borrower, the
      Subsidiaries or its or their respective businesses may include material
      non-public information concerning the Borrower and the Subsidiaries or its
      or
      their securities, and confirms that it has developed compliance procedures
      regarding the use of material non-public information and that it will handle
      such material non-public information in accordance with the procedures and
      applicable law, including Federal and state securities laws.

     

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

     

    SECTION
      9.20.
  Parallel
      Debt.
      By execution of
      this Agreement, the Lenders and the Issuing Banks acknowledge the provisions
      of
      Section 2 of the Third Amended and Restated FCX/ISI Pledge Agreement (PTII
      Shares), and hereby authorize the Administrative Agent and the Collateral Agent,
      as applicable, to accept such provisions on their behalf.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

     

    


    
      	 	
              FREEPORT-MCMORAN
                COPPER & GOLD INC.,

            
	 	
              by

            
	 	 	 
	 	 	
              Name:
                Kathleen L. Quirk

            
	 	 	
              Title:
                Senior
                Vice President, Chief Financial Officer and Treasurer
                

            


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	 	
              JPMORGAN
                CHASE BANK, N.A., individually
                and as Administrative Agent, Issuing Bank and Collateral
                Agent,

            
	 	 
	 	
              by

            
	 	 	 
	 	 	
              Name:
                

            
	 	 	
              Title:
                

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 
	 	
              MERRILL
                LYNCH, PIERCE, FENNER

              &
SMITH
                INCORPORATED, as
                Syndication Agent

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 
	 	
              MERRILL
                LYNCH
                CAPITAL CORPORATION

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              HSBC
                BANK
                USA, NATIONAL ASSOCIATION

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              SCOTIABANC,
                INC.

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              THE
                BANK OF
                NOVA SCOTIA

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              UBS
                LOAN
                FINANCE LLC

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              AUSTRALIA
                AND
                NEW ZEALAND BANKING GROUP LIMITED

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              BNP
                PARIBAS

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              THE
                BANK OF
                TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              CALYON
                NEW
                YORK BRANCH

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              BAYERISCHE
                HYPO-UND VEREINSBANK AG, NEW YORK BRANCH

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              ING
                CAPITAL
                LLC

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              MIZUHO
                CORPORATION BANK, LTD.

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              NATIXIS

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              ROYAL
                BANK OF
                CANADA

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              THE
                ROYAL
                BANK OF SCOTLAND PLC

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              SOCIETE
                GENERALE

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              STANDARD
                CHARTERED BANK

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              SUMITOMO
                MITSUI BANKING CORPORATION

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              WESTLB
                AG,
                TORONTO BRANCH

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              BANCO
                SANTANDER CENTRAL HISPANO, S.A. NEW YORK BRANCH

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              BANK
                OF
                AMERICA, N.A.

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              UNITED
                OVERSEAS BANK LIMITED, NEW YORK AGENCY

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
            
	 	 
	 	
              DBS
                BANK
                LTD., LOS ANGELES AGENCY

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              THE
                NORTHERN
                TRUST COMPANY

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              WELLS
                FARGO
                BANK, N.A.

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              BAYERISCHE
                LANDESBANK, NEW YORK BRANCH

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              RAYMOND
                JAMES
                BANK, FSB

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              BANCO
                ESPIRITO SANTO, S.A.

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              HUA
                NAN
                COMMERCIAL BANK, LTD. NEW YORK AGENCY

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              CHANG
                HWA
                COMMERCIAL BANK, LTD., NEW YORK BRANCH

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title:
                

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	 	
              TAIPEI
                FUBON
                COMMERCIAL BANK, NEW YORK AGENCY

            
	 	 
	 	
              by
                /s/

            
	 	 	 
	 	 	
              Name:

            
	 	 	
              Title: