Exhibit








EXECTUION COPY




THIS SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT is made October 21, 2016.


BETWEEN:


		
	(1)
	P.T. FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. (“PT-FI”) and




		
	(2)
	P.T. RIO TINTO INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia (“PTRTI”),




WHEREAS


		
	(A)
	By a Contract of Work dated December 30, 1991 made between The Government of the Republic of Indonesia (the “Government”) and PT-FI, the Government appointed PT-FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell, and dispose of Products, as defined below, in the Contract Area (defined as aforesaid).




		
	(B)
	Pursuant to that certain Participation Agreement dated October 11, 1996, between PT-FI and PTRTI, as amended by the First Amendment to Participation Agreement dated April 30, 1999, the Second Amendment to Participation Agreement dated February 22, 2006, the Third Amendment to Participation Agreement dated October 7, 2009, the Fourth Amendment to Participation Agreement dated November 14, 2013, the Fifth Amendment to Participation Agreement dated August 4, 2014, and the Sixth Amendment to Participation Agreement dated September 17, 2015 (as amended and in effect prior to the effectiveness of this Seventh Amendment, the “Participation Agreement”), PT-FI and PTRTI participate in operations under the COW (as defined below) on the terms and conditions set forth therein.




		
	(C)
	PT-FI and PTRTI desire to amend the Participation Agreement as hereinafter set forth.




IT IS HEREBY AGREED as follows:


		
	1.
	Definitions.  In this Seventh Amendment (including the Schedules and Annexes hereto), unless the context otherwise requires, capitalized terms used herein shall have the meanings provided under the Participation Agreement.






	
			
	Seventh Amendment to Participation Agreement




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	2.
	Amendments To Annex A of The Participation Agreement.   With effect from January 1, 2014, the Product Schedule is hereby amended so that it comprises the Product Schedule as set forth on the Schedule attached to this Seventh Amendment.




		
	3.
	Representations and Warranties.  Each Participant hereby represents and warrants  to the other Participant as follows:




		
	(a)
	The execution, delivery and performance by such Participant of this Seventh Amendment (i) is within such Participant’s corporate powers, (ii) has been duly authorized by all necessary corporate action, (iii) requires no action by or in respect of, or filing with, any governmental body, agency or official, (iv) does not contravene, or constitute a default under, any provision of any applicable law, statute, ordinance, regulation, rule, order or other governmental restriction or of the certificate or articles of incorporation or by-laws of such Participant, (v) does not contravene, or constitute a default under, any agreement, judgment, injunction, order, decree, indenture, contract lease, instrument or other commitment to which such Participant is a party or by which such Participant or any of its assets are bound and (vi) will not result in the creation or imposition of any lien upon any asset of such Participant under any existing indenture, mortgage, deed of trust, loan or loan agreement or other agreement or instrument to which such Participant is a party or by which it or any of its assets may be bound or affected.




		
	(b)
	The Participation Agreement, as amended by this Seventh Amendment, is the legal, valid and binding obligation of such Participant, and is enforceable against such Participant in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and subject to any limitation acts and to general equitable principles.




		
	4.
	Reference to and Effect Upon the Participation Agreement.  Upon the execution  by both Participants of this Seventh Amendment, each reference in the Participation Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall mean and be a reference to the Participation Agreement, as amended hereby.




		
	5.
	Reaffirmation.  Each Participant hereby reaffirms to the other that, except as modified hereby, the Participation Agreement remains in full force and effect and has not been otherwise waived, modified or amended.  Except as expressly modified hereby, all of the terms and conditions of the Participation Agreement shall remain unaltered and in full force and effect.




		
	6.
	Choice of Law.  This Seventh Amendment shall be governed by and construed in accordance with the laws of the State of New York.




		
	7.
	Counterparts.  This Seventh Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  One or more counterparts of this Seventh Amendment may be delivered by telecopier, and if so delivered shall be deemed to be delivered with the intention that they shall have the same effect as an original counterpart hereof.  Any party delivering any such counterpart by telecopy shall promptly forward to the other party an original counterpart hereof.




IN WITNESS WHEREOF, the parties hereby have caused their duly authorized officers to execute and deliver this Seventh Amendment as of the date first above written.




PT FREEPORT INDONESIA


		
	By:
	/s/ Robert C. Schroeder    




		
	Its:
	Executive Vice President         








P.T. RIO TINTO INDONESIA




		
	By:
	/s/ Dr. Greg Sinclair        




		
	Its:
	President Director        




	
			
	Seventh Amendment to Participation Agreement




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	ANNEX A

	Product Schedule



	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	Recovered  Metal in Concentrate

	Year
	 
	Copper
	 
	Gold
	 
	Silver

	 
	 
	(million lbs)
	 
	(000's ozs)
	 
	(000's ozs)

	 
	 
	 
	 
	 
	 
	 

	1995
	 
	1,029
	 
	1,318
	 
	2,872

	1996
	 
	1,085
	 
	1,379
	 
	2,828

	1997
	 
	1,140
	 
	1,791
	 
	2,969

	1998
	 
	1,022
	 
	1,350
	 
	3,239

	1999
	 
	1,165
	 
	1,503
	 
	3,822

	2000
	 
	1,052
	 
	1,242
	 
	4,039

	2001
	 
	1,132
	 
	1,397
	 
	3,943

	2002
	 
	1,090
	 
	1,375
	 
	3,795

	2003
	 
	979
	 
	1,456
	 
	3,659

	2004
	 
	874
	 
	1,377
	 
	3,077

	2005
	 
	1,146.368
	 
	1,870
	 
	4,121

	2006
	 
	1,092.005
	 
	1,642.69
	 
	3,934

	2007
	 
	1,099
	 
	1,631
	 
	4,045

	2008
	 
	1,110
	 
	1,198.7
	 
	4,158

	2009
	 
	1,107
	 
	2,004.3
	 
	4,203

	2010
	 
	1,099
	 
	1,567
	 
	4,296

	2011
	 
	821
	 
	1,045
	 
	3,379

	2012
	 
	720.75
	 
	888.28
	 
	2,591.310

	2013
	 
	927.25
	 
	1,177.036
	 
	3,867.307

	2014
	 
	633
	 
	1,161.684
	 
	2,740.469

	2015
	 
	1,057
	 
	1,493
	 
	4,815.915

	2016
	 
	1,044
	 
	1,529
	 
	3,768

	2017
	 
	1,008
	 
	1,589
	 
	3,359

	2018
	 
	1,008
	 
	1,589
	 
	3,359

	2019
	 
	1,024
	 
	1,589
	 
	3,396

	2020
	 
	1,027
	 
	1,593
	 
	3,405

	2021
	 
	1,071
	 
	1,510
	 
	3,764

	2022
	 
	513.627
	 
	350.31
	 
	1,128

	Total
	 
	28,076
	 
	39,616
	 
	98,573














	
			
	Seventh Amendment to Participation Agreement




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