Unassociated Document


    
      

    
                                                                                     
    EXECUTION VERSION


    AMENDMENT
      AGREEMENT dated as of July 3, 2007 (this “Amendment Agreement”), in
      respect of the CREDIT AGREEMENT (the “Parent Credit Agreement”) dated as
      of March 19, 2007, among FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware
      corporation (the “Borrower”), the Lenders party thereto, the Issuing
      Banks party thereto, 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 the Parent Credit Agreement be amended and restated
      as set forth in Section 4 below and the parties hereto are willing so to amend
      the Parent Credit Agreement.

     

    In
      consideration of the premises and the agreements, provisions and covenants
      herein contained, the parties hereto hereby agree, on the terms and subject
      to
      the conditions set forth herein, as follows:

     

    SECTION
      1.  Defined
      Terms. (a) As used in this Amendment Agreement, the following terms have the
      meanings specified below:

     

    “Amendment
      Effective Date” shall have the meaning assigned to such term in
      Section 2.

     

    “Pre-Restatement
      Parent Credit Agreement” shall mean the Parent Credit Agreement immediately
      before its amendment and restatement in accordance with Section
      4(a).

     

    “Restated
      Parent Credit Agreement” shall mean the Parent Credit Agreement, as amended
      and restated in accordance with Section 4(a).

     

    (b)
      From
      and after the Amendment Effective Date, the terms “Agreement”, “this Agreement”,
“herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used
      in the Restated Parent Credit Agreement, shall, unless the context otherwise
      requires, refer to the Parent Credit Agreement as amended and restated in the
      form of the Restated Parent Credit Agreement, and the term “Parent Credit
      Agreement”, as used in the Loan Documents, shall mean the Restated Parent Credit
      Agreement.  Capitalized terms used but not defined herein shall have
      the meanings assigned to such terms in the Restated Parent Credit Agreement
      or,
      if not defined therein, the Pre-Restatement Parent Credit
      Agreement.

     

    SECTION
      2.  Conditions
      to Effectiveness.  The transactions provided for in Section 3 and
      4 hereof and the obligations of the Lenders to make Loans and issue Letters
      of
      Credit under the Restated Parent Credit Agreement shall become effective on
      the
      date (the “Amendment Effective Date”) on which all the conditions
      specified in Section 4.01 of the Restated Parent Credit Agreement are satisfied
      (or waived in accordance with Section 9.02 of the Restated Parent Credit
      Agreement).

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.  Amendment
      Effective Date Transactions. On the Amendment Effective Date, immediately
      preceding the effectiveness of the amendment and restatement provided for in
      Section 4, each of the parties hereto irrevocably agrees that each of the
      following shall occur without any additional conditions or actions of any party
      hereto:

     

    (i)  The
      Borrower shall deposit with the Administrative Agent an amount equal to the
      excess of (A) the aggregate principal amount of the Tranche B Term Loans
      outstanding on the Amendment Effective Date and all other amounts required
      to be
      paid by the Borrower in satisfaction of Section 4.01(e) and (f) of the Restated
      Parent Credit Agreement over (B) the aggregate amount of the Tranche A
      Commitments (such excess, the “Deposit”).

     

    (ii)  Each
      Tranche A Lender shall make a loan to the Borrower in a principal amount not
      exceeding its Tranche A
      Commitment                       .  The
      proceeds of such loans shall be payable to the Administrative
      Agent.     The provisions of Section 2.04 of the
      Restated Parent Credit Agreement shall apply to the making of such loans on
      the
      same basis as Borrowings.

     

    (iii)  The
      Borrower irrevocably directs the Administrative Agent to, and the Administrative
      Agent shall, apply the proceeds of the loans referred to in clause (ii) and
      the
      Deposit to prepay in full the Tranche B Term Loans and to make the other
      payments required to be paid by the Borrower in satisfaction of Section 4.01(e)
      and (f) of the Restated Parent Credit Agreement.

     

    SECTION
      4.  Amendment
      and Restatement; Borrowings on Amendment Effective
      Date.  (a)  Each of the parties hereto irrevocably
      agrees that on the Amendment Effective Date, immediately after the effectiveness
      of the transactions described in Section 3, without the satisfaction of any
      additional conditions or any further actions of any party hereto the Parent
      Credit Agreement (including the Schedules and Exhibits thereto) shall be amended
      and restated to read as set forth in Exhibit A attached hereto (including the
      Schedules and Exhibits attached to such Exhibit A).

     

    (b)
      Notwithstanding any provision of
      this Amendment Agreement, the provisions of Sections 2.11 through 2.16 and
      9.03
      of the Pre-Restatement Parent Credit Agreement, as in effect immediately prior
      to the Amendment Effective Date, will continue to be effective as to all matters
      arising out of or in any way related to facts or events existing or occurring
      prior to the Amendment Effective Date for the benefit of the Lenders, including
      each Lender under the Pre-Restatement Parent Credit Agreement that will not
      be a
      Lender under the Restated Parent Credit Agreement.

     

    (c)
      Upon the effectiveness of the
      amendment and restatement of the Parent Credit Agreement under Section 4(a),
      each loan made under Section 3 above shall be deemed for all purposes under
      the
      Restated Parent Credit Agreement to be a Tranche A Term Loan made pursuant
      to
      Section 2.01(a) of the Restated Parent Credit Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.  Continuing
      Security.  The Borrower and each Loan Party confirms that (i) its
      Guarantee of the Obligations under the Collateral Agreement and, except with
      respect to the pledge of the PTII Shares, the security interests granted by
      it
      under the Security Documents and in existence immediately prior to the Amendment
      Effective Date shall continue in full force and effect on the terms of the
      respective Security Documents and (ii) on the Amendment Effective Date the
      Obligations under the Restated Parent Credit Agreement shall constitute “Loan
      Group Document Obligations” under the Collateral Agreement and “secured
      obligations” (however defined) under the other Security
      Documents.  Each party hereto confirms that the intention of the
      parties is that the Parent Credit Agreement shall not terminate on the Amendment
      Effective Date and shall continue in full force and effect as amended and
      restated hereby.

     

    SECTION
      6.  Further
      Actions.  The Administrative Agent is hereby authorized and
      directed to enter into such Loan Documents and to take such other actions as
      may
      be required to give effect to the transactions contemplated hereby.

     

    SECTION
      7.  Applicable
      Law.  THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
      IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
      8.  Counterparts.  This
      Amendment Agreement may be executed in two or more counterparts, each of which
      shall constitute an original but all of which when taken together shall
      constitute but one contract.  Delivery of an executed counterpart of a
      signature page of this Amendment Agreement by telecopy shall be effective as
      delivery of a manually executed counterpart of this Amendment
      Agreement.  This Amendment Agreement shall constitute a “Loan
      Document” for all purposes of the Restated Parent Credit Agreement and the other
      Loan Documents.

     

    SECTION
      9.  Expenses.  The
      Borrower agrees to reimburse the Administrative Agent for all reasonable
      out-of-pocket expenses incurred by it in connection with this Amendment
      Agreement, including the reasonable fees, charges and disbursements of Cravath,
      Swaine & Moore LLP and other counsel for the Administrative
      Agent.

     

    SECTION
      10.  Headings.  The
      headings of this Amendment Agreement are for purposes of reference only and
      shall not limit or otherwise affect the meaning hereof.

     


    
      
        
        

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


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

     

    PARTIES
      TO THE PARENT CREDIT AGREEMENT AND COLLATERAL AGREEMENT

     

    
      
        	
                FREEPORT-MCMORAN
                  COPPER & GOLD INC.,

                 

              
	
                by 
                  ______________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

    

    


     

    AMENDMENT
      AGREEMENT


    
      
                  

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                JPMORGAN
                  CHASE BANK, N.A., 

                individually,
                  as Administrative Agent, 

                Collateral
                  Agent, Issuing Bank 

                and
                  Swingline Lender,

              
	
                by
                  _____________________________________

              
	
                                                                                  Name:

              	
                FFFFFName:

              
	                                                                                                                             
                Title:	
                 

              


      

    

    


     

    AMENDMENT 
AGREEMENT


    
      
              

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PARTIES
      TO THE COLLATERAL AGREEMENT (AND NOT PARTY TO THE PARENT CREDIT
      AGREEMENT)

    


    


    FREEPORT-MCMORAN
      COPPER & GOLD INVESTMENT CO., S.A.

    FREEPORT-MCMORAN
      SPAIN INC.

    INTERNATIONAL
      SUPPORT INC.

    FCX
      INVESTMENT LLC

    


    


    By:________________________________

    Name:   Kathleen
      L. Quirk

    Title:     Treasurer

    


    


    FREEPORT
      RESEARCH AND ENGINEERING COMPANY

    INTERNATIONAL
      PURVEYORS INC.

    


    


    By:________________________________

    Name    Bryan
      D. Weiser

    Title:     Treasurer

    


    


    INTERNATIONAL
      AIR CAPITAL INC.

    


    


    By:________________________________

    Name:     Kathleen
      L. Quirk

    Title:       Senior
      Vice President and Treasurer

    


    


    PHELPS
      DODGE CORPORATION

    


    


    By:________________________________

    Name:       S.
      David Colton

    Title:         Senior
      Vice President

    


    



    
      
        
                  AMENDMENT
            AGREEMENT

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CHINO
      ACQUISITION INC.

    CLIMAX
      MOLYBDENUM COMPANY

    CYPRUS
      AMAX MINERALS COMPANY

    CYPRUS
      CLIMAX METALS COMPANY

    CYPRUS
      EL
      ABRA CORPORATION

    CYPRUS
      METALS COMPANY

    PD
      CANDELARIA, INC.

    PD
      CHILE
      HOLDING COMPANY LIMITADA

    PD
      CHILE
      INVESTMENTS, LLC

    PD
      OJOS
      DEL SALADO, INC.

    PHELPS
      DODGE BAGDAD, INC.

    PHELPS
      DODGE CHICAGO ROD, INC.

    PHELPS
      DODGE CHINO, INC.

    PHELPS
      DODGE EXPLORATION CORPORATION

    PHELPS
      DODGE INDUSTRIES, INC.

    PHELPS
      DODGE MIAMI, INC.

    PHELPS
      DODGE REFINING CORPORATION

    PHELPS
      DODGE SAFFORD, INC.

    PHELPS
      DODGE SALES COMPANY, INCORPORATED

    PHELPS
      DODGE SIERRITA, INC.

    PHELPS
      DODGE TYRONE, INC.

    


    


    By:________________________________

    Name:    S.
      David Colton

    Title:      Senior
      Vice President

    


    


    CLIMAX
      MOLYBDENUM MARKETING CORPORATION

    


    


    By:________________________________

     

    Name:   David
      H. Thornton

    Title:     Vice
      President

    


    


    KINETICS
      CLIMAX, INC.

    


    By:________________________________

    Name:   Timothy
      J. Olson

    Title:     Vice
      President

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CHINO
      MINES COMPANY

    


    By:        Phelps
      Dodge Chino, Inc., its Manager

    


    


    By:________________________________

    Name:    S.
      David Colton

    Title:      Senior
      Vice President

    


    


    CLIMAX
      ENGINEERED MATERIALS, LLC

    


    By:          Climax
      Molybdenum Company,

    its
      Manager

    


    


    By:________________________________

    Name:    S.
      David Colton

    Title:      Senior
      Vice President

    


    


    PD
      CHILE
      FINANCE COMPANY

    


    


    By:________________________________

    Name:    S.
      David Colton

    Title:     Vice
      President

    


    


    TYRONE
      MINING, LLC

    


    By:        Phelps
      Dodge Tyrone, Inc., itsManager

    


    


    By:________________________________

    Name:    S.
      David Colton

    Title:      Senior
      Vice President

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Signature
      Page to be executed by Lenders

    under
      the Restated Parent Credit Agreement

    


    
      
        	
                SIGNATURE
                  PAGE to the AMENDMENT AGREEMENT dated as of
                  July 3, 2007, in respect of the CREDIT AGREEMENT dated as of
                  March 19, 2007, among FREEPORT-MCMORAN COPPER & GOLD
                  INC.  (the “Borrower”), the Lenders party thereto, the Issuing
                  Banks party thereto, and JPMORGAN CHASE BANK, N.A., (“JPMCB”), as
                  Administrative Agent and as Collateral Agent, and MERRILL LYNCH,
                  PIERCE,
                  FENNER & SMITH 

                INCORPORATED,
                  as Syndication Agent.

                 

              
	
                 

              	                                  
                Lender:                                                     
                
	         
                
	 	
                 
                  By:

              	                                                      
                
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	
                By:

              	                                                      
                
	 	 	
                Name:

              
	 	 	
                Title:

              


      

    

    



    
      
             

        
        

      

      
        9

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A    


    
      
        	
                 

                AMENDED
                  AND RESTATED CREDIT AGREEMENT

                 

                dated
                  as of

                 

                July
                  10, 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                                                                                                                                                                              37

            


    

    
      	
               

            	
              SECTION
                1.03.  Terms
                Generally                                                                                                                                                                                                                      
                37

            


    

    
      	
               

            	
              SECTION
                1.04.  Accounting Terms;
                GAAP                                                                                                                                                                                                   
                37

            


    

     

    ARTICLE
      II

     

    The
      Credits

     

    
      	
               

            	
              SECTION
                2.01.  Commitments                                                                                                                                                                                                                        
                38

            


    

    
      	
               

            	
              SECTION
                2.02.  Loans and
                Borrowings                                                                                                                                                                                                        
                38

            


    

    
      	
               

            	
              SECTION
                2.03.  Requests for Borrowings                                                                    
                38

            


    

    
      	
               

            	
              SECTION
                2.04.  Funding of Borrowings                                                                                       
                39

            


    

    
      	
               

            	
              SECTION
                2.05.  Letters of Credit                                                                                                                           
                 40

            


    

    
      	
               

            	
              SECTION
                2.06.  Interest
                Elections                                                                                                                                                                                                                 
                45

            


    

    
      	
               

            	
              SECTION
                2.07.  Termination and Reduction of
                Commitments                                                                                                                                                                  
                46

            


    

    
      	
               

            	
              SECTION
                2.08.  Repayment of Loans; Evidence of
                Debt                                                                                                                                                                           47

            


    

    
      	
               

            	
              SECTION
                2.09.  Amortization of Term
                Loans                                                                                                                                                                                              
                48

            


    

    
      	
               

            	
              SECTION
                2.10.  Prepayment of
                Loans                                                                                                                                                                                                          
                48

            


    

    
      	
               

            	
              SECTION
                2.11.  Fees                                                                                                                                                                                                                                       
                49

            


    

    
      	
               

            	
              SECTION
                2.12.  Interest                                                                                                                                                                                                                                  
                50

            


    

    
      	
               

            	
              SECTION
                2.13.  Alternate Rate of
                Interest                                                                                                                                                                                                   
                51

            


    

    
      	
               

            	
              SECTION
                2.14.  Increased
                Costs                                                                                                                                                                                                                   
                51

            


    

    
      	
               

            	
              SECTION
                2.15.  Break Funding
                Payments                                                                                                                                                                                                   
                53

            


    

    
      	
               

            	
              SECTION
                2.16.  Taxes                                                                                                                                                                                                                                     
                53

            


    

    
      	
               

            	
              SECTION
                2.17.  Payments Generally; Pro Rata Treatment; Sharing of
                Set-offs                                                                                                                                     54

            


    

    
      	
               

            	
              SECTION
                2.18.  Mitigation Obligations; Replacement of
                Lenders                                                                                                                                                         
                56

            


    

    
      	
               

            	
              SECTION
                2.19.  Swingline
                Loans                                                                                                                                                                                                                 
                57

            


    

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    
      	
               

            	
              SECTION
                3.01.  Organization;
                Powers                                                                                                                                                                                                       
                58

            


    

    
      	
               

            	
              SECTION
                3.02.  Authorization;
                Enforceability                                                                                                                                                                                         
                58

            


    

    
      	
               

            	
              SECTION
                3.03.  Governmental Approvals; No
                Conflicts                                                                                                                                                                       
                59

            


    

    
      	
               

            	
              SECTION
                3.04.  Financial Condition; No Material Adverse
                Change                                                                                                                                                   
                59

            


    

    
      	
               

            	
              SECTION
                3.05.  Properties                                                                                                                                                                                                                          
                60

            


    

    
      	
               

            	
              SECTION
                3.06.  Litigation and Environmental
                Matters                                                                                                                                                                           60

            


    

    
      	
               

            	
              SECTION
                3.07.  Compliance with Laws and
                Agreements                                                                                                                                                                      
                60

            


    

    
      	
               

            	
              SECTION
                3.08.  Investment Company
                Status                                                                                                                                                                                          
                60

            


    

    
      	
               

            	
              SECTION
                3.09.  Taxes                                                                                                                                                                                                                                  
                61

            


    

    
      	
               

            	
              SECTION
                3.10.  ERISA                                                                                                                                                                                                                                
                61

            


    

    
      	
               

            	
              SECTION
                3.11.  Disclosure                                                                                                                                                                                                                         
                61

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              SECTION
                3.12.  Subsidiaries                                                                                                                                                                                                                     
                61

            


    

    
      	
               

            	
              SECTION
                3.13.  Insurance                                                                                                                                                                                                                         
                61

            


    

    
      	
               

            	
              SECTION
                3.14.  Labor
                Matters                                                                                                                                                                                                                 
                61

            


    

    
      	
               

            	
              SECTION
                3.15.  Security
                Documents                                                                                                                                                                                                      
                62

            


    

    
      	
               

            	
              SECTION
                3.16.  Federal Reserve
                Regulations                                                                                                                                                                                        62

            


    

    
      	
               

            	
              SECTION
                3.17.  Solvency                                                                                                                                                                                                                         
                62

            


    

    
      	
               

            	
              SECTION
                3.18.  Senior
                Indebtedness                                                                                                                                                                                                     
                63

            


    

     

    ARTICLE
      IV

     

    Conditions

     

    
      	
               

            	
              SECTION
                4.01.  Amendment Effective
                Date                                                                                                                                                                                        
                63

            


    

    
      	
               

            	
              SECTION
                4.02.  Each Credit
                Event                                                                                                                                                                                                        
                64

            


    

     

    ARTICLE
      V

     

    Affirmative
      Covenants

     

    
      	
               

            	
              SECTION
                5.01.  Financial Statements and Other
                Information                                                                                                                                                          
                65

            


    

    
      	
               

            	
              SECTION
                5.02.  Notices of Material
                Events                                                                                                                                                                                        
                66

            


    

    
      	
               

            	
              SECTION
                5.03.  Information Regarding
                Collateral                                                                                                                                                                              
67

            


    

    
      	
               

            	
              SECTION
                5.04.  Existence; Conduct of
                Business                                                                                                                                                                               
67

            


    

    
      	
               

            	
              SECTION
                5.05.  Payment of
                Obligations                                                                                                                                                                                              
                67

            


    

    
      	
               

            	
              SECTION
                5.06.  Maintenance of
                Properties                                                                                                                                                                                        
                67

            


    

    
      	
               

            	
              SECTION
                5.07.  Insurance                                                                                                                                                                                                                     
                67

            


    

    
      	
               

            	
              SECTION
                5.08.  [intentionally
                omitted].                                                                                                                                                                                              
                68

            


    

    
      	
               

            	
              SECTION
                5.09.  Books and Records; Inspection and Audit
                Rights                                                                                                                                               
                68

            


    

    
      	
               

            	
              SECTION
                5.10.  Compliance with Laws; Environmental
                Reports                                                                                                                                                    
                68

            


    

    
      	
               

            	
              SECTION
                5.11.  Use of Proceeds and Letters of
                Credit                                                                                                                                                                    
                69

            


    

    
      	
               

            	
              SECTION
                5.12.  Additional
                Subsidiaries                                                                                                                                                                                             
                70

            


    

    
      	
               

            	
              SECTION
                5.13.  Further
                Assurances                                                                                                                                                                                                   
                70

            


    

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

    
      	
               

            	
              SECTION
                6.01.  Indebtedness; Certain Equity
                Securities                                                                                                                                                                
                70

            


    

    
      	
               

            	
              SECTION
                6.02.  Liens                                                                                                                                                                                                                             
                72

            


    

    
      	
               

            	
              SECTION
                6.03.  Fundamental
                Changes                                                                                                                                                                                               
                74

            


    

    
      	
               

            	
              SECTION
                6.04.  Investments in Unrestricted
                Subsidiaries                                                                                                                                                              
                76

            


    

    
      	
               

            	
              SECTION
                6.05.  Asset
                Sales                                                                                                                                                                                                                 
                76

            


    

    
      	
               

            	
              SECTION
                6.06.  Sale and Leaseback
                Transactions                                                                                                                                                                            77

            


    

    
      	
               

            	
              SECTION
                6.07.  Hedging
                Agreements                                                                                                                                                                                                
                78

            


    

    
      	
               

            	
              SECTION
                6.08.  Restricted Payments; Certain Payments of
                Indebtedness                                                                                                                                  
                78

            


    

    
      	
               

            	
              SECTION
                6.09.  Transactions with
                Affiliates                                                                                                                                                                                    
                80

            


    

    
      	
               

            	
              SECTION
                6.10.  Restrictive
                Agreements                                                                                                                                                                                            
                80

            


    

    
      	
               

            	
              SECTION
                6.11.  Amendment of Material
                Documents                                                                                                                                                                      
                81

            


    

    
      	
               

            	
              SECTION
                6.12.  Fiscal
                Year                                                                                                                                                                                                                  
                82

            


    

    
      	
               

            	
              SECTION
                6.13.  Designation of Unrestricted
                Subsidiaries                                                                                                                                                             
                82

            


    

    
      	
               

            	
              SECTION
                6.14.  Total Leverage
                Ratio                                                                                                                                                                                                
                83

            


    

    
      	
               

            	
              SECTION
                6.15.  Total Secured Leverage
                Ratio                                                                                                                                                                                 
                83

            


    

    
      	
               

            	
              SECTION
                6.16.  Covenants with Respect to
                PTII                                                                                                                                                                             83

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

     

    Events
      of
      Default

     

    ARTICLE
      VIII

     

    The
      Agents

     

    ARTICLE
      IX

     

    Miscellaneous

     

    
      	
               

            	
              SECTION
                9.01.  Notices                                                                                                                                                                                                                     
                90

            


    

    
      	
               

            	
              SECTION
                9.02.  Waivers;
                Amendments                                                                                                                                                                                         
                91

            


    

    
      	
               

            	
              SECTION
                9.03.  Expenses; Indemnity; Damage
                Waiver                                                                                                                                                              
                93

            


    

    
      	
               

            	
              SECTION
                9.04.  Successors and
                Assigns                                                                                                                                                                                     
                 95

            


    

    
      	
               

            	
              SECTION
                9.05.  Survival                                                                                                                                                                                                                  
                 98

            


    

    
      	
               

            	
              SECTION
                9.06.  Counterparts; Integration;
                Effectiveness                                                                                                                                                         
                 98

            


    

    
      	
               

            	
              SECTION
                9.07.  Severability                                                                                                                                                                                                            
                 98

            


    

    
      	
               

            	
              SECTION
                9.08.  Right of
                Setoff                                                                                                                                                                                                       
                 98

            


    

    
      	
               

            	
              SECTION
                9.09.  Governing Law; Jurisdiction; Consent to Service of
                Process; Sovereign
                Immunity                                                                                 
                 99

            


    

    
      	
               

            	
              SECTION
                9.10.  WAIVER OF JURY
                TRIAL                                                                                                                                                                                 
                 99

            


    

    
      	
               

            	
              SECTION
                9.11.  Headings                                                                                                                                                                                                              
                100

            


    

    
      	
               

            	
              SECTION
                9.12.  Confidentiality                                                                                                                                                                                           
                         
                100

            


    

    
      	
               

            	
              SECTION
                9.13.  Interest Rate
                Limitation                                                                                                                                                                                      
                100

            


    

    
      	
               

            	
              SECTION
                9.14.  Judgment
                Currency                                                                                                                                                                                             
                101

            


    

    
      	
               

            	
              SECTION
                9.15.  [intentionally
                omitted]                                                                                                                                                                                        
                101

            


    

    
      	
               

            	
              SECTION
                9.16.  Patriot
                Act                                                                                                                                                                                                            
                101

            


    

    
      	
               

            	
              SECTION
                9.17.  No Fiduciary
                Relationship                                                                                                                                                                                 
                101

            


    

    
      	
               

            	
              SECTION
                9.18.  Release of Liens and Guarantees; Rejurisdictioning of
                PTFI                                                                                                                       
                102

            


    

    
      	
               

            	
              SECTION
                9.19.  Non-Public
                Information                                                                                                                                                                                      
                102

            


    

    


     

    SCHEDULES:

     

    
      	
              Schedule
                1.01A—

            	
              Disclosed
                Matters

            


    

    
      	
              Schedule
                1.01B—

            	
              Existing
                Letters of Credit

            


    

    
      	
              Schedule
                1.01C —

            	
              Ratable
                Obligations

            


    

    
      	
              Schedule
                1.01D—

            	
              Material
                US Properties

            


    

    
      	
              Schedule
                1.01E—

            	
              Excluded
                Cable and Wire Subsidiaries

            


    

    
      	
              Schedule
                1.01F —

            	
              Existing
                PD Obligations

            


    

    
      	
              Schedule
                2.01 —

            	
              Commitments

            


    

    
      	
              Schedule
                3.03 —

            	
              Governmental
                Approvals

            


    

    
      	
              Schedule
                3.04(d) —

            	
              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

            


    

    
      	
              Schedule
                5.10C —

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

              

            	
               

            


    

    
      	
              Schedule
                6.01 —

            	
              Existing
                Indebtedness

            


    

    
    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              Schedule
                6.02 —

            	
              Existing
                Liens

            


    

    
      	
              Schedule
                6.10 —

            	
              Existing
                Restrictions

            


    

     

    EXHIBITS:

     

    
      	
              Exhibit
                A —

            	
              Form
                of Assignment and Assumption

            


    

    
      	
               

            	
              Exhibit
                B — 

            	
              Form
                of Perfection Certificate

            


    

    Exhibit
      C
—                                         
Form of Issuing Bank Agreement

    
      	
              Exhibit
                D-1 —

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

              

            	
            


    

    
      	
              Exhibit
                D-2 —

            	
              Form
                of opinion of Jones, Walker, Waechter, Poitevant, Carrère
                &

                 
                Denègre, L.L.P., U.S. counsel for the Borrower and the

                  Subsidiaries

              
              

            	
               

            	
                        
                

            


    

    


     
 

    
      
              

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED CREDIT AGREEMENT dated as of July 10, 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 the Lenders agree to amend and restate the Existing
      Parent Credit Agreement in order to refinance the Tranche B Term Loans
      thereunder and to continue the revolving credit facility provided for
      therein.  The Borrower has requested that (a) the Tranche A Lenders
      extend credit in the form of Tranche A Term Loans on the Amendment Effective
      Date in an aggregate principal amount not in excess of $2,450,000,000, and
      (b)
      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 Tranche A Term Loans, together with cash will be used to refinance the
      Tranche B Term Loans under the Existing Parent Credit
      Agreement.  Letters of Credit and the proceeds of the Revolving Loans
      and Swingline Loans drawn after the Amendment 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.

     

    “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 dated
      as of March 19, 2007, among the Borrower, the Subsidiaries from time to time
      party thereto and the Administrative Agent.

     

    “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.

     

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

     

    “Amendment
      Agreement” shall mean the Amendment Agreement dated as of the Amendment
      Effective Date among the Borrower, the Subsidiaries party thereto, the lenders
      party thereto, the issuing banks party thereto, the Administrative Agent and
      the
      Collateral Agent.

     

    “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, 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:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      
        	
                Credit
                  Ratings:

              	
                Eurodollar
                  Spread

                (bps
                  per annum)

              	
                ABR
                  Spread

                (bps
                  per annum)

              	
                Commitment
                  Fee Rate

                (bps
                  per annum)

              
	
                Category
                  1

                BBB+/Baa1
                  or higher

              	
                 

                75

              	
                 

                0

              	
                 

                15

              
	
                Category
                  2

                BBB/Baa2
                  or higher

              	
                 

                100

              	
                 

                0

              	
                 

                20

              
	
                Category
                  3

                BBB-/Baa3

              	
                 

                125

              	
                 

                25

              	
                 

                25

              
	
                Category
                  4

                BB+/Ba1

              	
                 

                150

              	
                 

                50

              	
                 

                37.5

              
	
                Category
                  5

                BB/Ba2

              	
                 

                150

              	
                 

                50

              	
                 

                50

              
	
                Category
                  6

                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 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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
      

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 Effective Date) 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
      Effective Date, (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority after the
      Effective Date 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 Effective Date.

     

    “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
      or Swingline Loans and, when used in reference to any Commitment, refers to
      whether such Commitment is a Revolving Commitment or Tranche A
      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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “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 dated as of March 19,
      2007.  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) 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) 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, 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 (d) 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)
      [intentionally omitted];

     

    (c)
      [intentionally omitted];

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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; 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)
      [intentionally omitted]; 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:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (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 deminimis 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
                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.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Commitment”
means
      a Revolving
      Commitment, Swingline Commitment, or Tranche A 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 Effective Date Transactions
      and
      the confidential information materials labeled Lender Conference Call and dated
      June 11, 2007.

     

    “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;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (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
      Effective Date 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 Effective Date
      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 Effective Date 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
      Effective Date Transactions and any restructuring charges and reserves, (vii)
      fees and expenses in respect of the Effective Date 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 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    in
      connection with the Effective Date 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 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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, it is understood and agreed that
      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 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 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)(i) 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).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “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 A
      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 March 19, 2007.

     

    “Effective
      Date Transactions” means the “Transactions” as defined under the Existing
      Parent Credit Agreement.

     

    “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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “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 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Lender
      under such Regulation D or any comparable regulation.  The
      Eurodollar Reserve Requirement shall be adjusted automatically on and as of
      the
      effective date of any change in any reserve percentage.

     

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

     

    “Excluded
      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, JPMCB, 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 

     

    
      
        
        

      

      
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    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.

     

    “Existing
      Parent Credit Agreement” means the Credit Agreement dated as of March 19,
      2007, among the Borrower, the lenders party thereto, the issuing banks party
      thereto, and JPMCB, as administrative agent and as collateral agent, and Merrill
      Lynch, Pierce, Fenner & Smith Incorporated, as syndication
      agent.

     

    “Existing
      PD Obligations” means the Existing Indebtedness of PD set forth on Schedule
      1.01F.

     

    “Existing
      Restated Credit Agreement” means the Existing Credit Agreement as amended
      and restated as of the Effective Date.

     

    “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).

     

    “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.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “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 a pledge or charge agreement with respect to each
      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.

     

    “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 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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,
      (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 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    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 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    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 Amendment Effective Date shall be the period commencing
      on the Amendment Effective Date and ending on the last Business Day of July
      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.

     

    “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.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “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 Amendment Agreement, the Collateral
      Agreement and the other Security Documents.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Loan
      Parties” means FCX and each Subsidiary Guarantor.

     

    “Loans”
      means the loans made by the Lenders to the Borrower pursuant to this
      Agreement.  Loans made under the Amendment Agreement shall be deemed
      to have been made hereunder.

     

    “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.

     

    “Material
      US Property” means each parcel of real property and the improvements thereto
      owned by a Loan Party and identified on Schedule 1.01D.

     

    “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.

     

    “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.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

     

    “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 

     

    
      
        
        

      

      
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    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”.

     

    “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.

     

    “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 Material US Properties that would have been covered by a single mortgage
      pursuant to the Additional Collateral Requirement under the Existing Parent
      Credit Agreement 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 

     

    
      
        
        

      

      
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    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 Material US Properties that would have been covered
      by a single mortgage pursuant to the Additional Collateral Requirement under
      the
      Existing Parent Credit Agreement 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 Material
      US
      Properties that would have been covered by a single mortgage pursuant to the
      Additional Collateral Requirement under the Existing Parent Credit Agreement
      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;

     

    
      
        
        

      

      
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    (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;

     

    
      
        
        

      

      
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    (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, 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 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 A 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 Effective Date, with a 

     

    
      
        
        

      

      
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    counterparty
      that is a Lender (or Affiliate of a Lender) under this Agreement or the Restated
      Credit Agreement on the Effective Date or (b) if entered into on or after the
      Effective Date, 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.

     

    “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.

     

    
      
        
        

      

      
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    “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 PTII Shares and/or
      of shares of PTFI which are owned by the Borrower 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 PTII Shares that are sold or transferred bears
      to
      the total number of PTII 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);

     

    
      
        
        

      

      
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    (iv)
      to
      the extent payable to the Borrower, 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 Existing Indebtedness of FCX set forth on Schedule
      1.01C.  A “Ratable Guarantee” shall mean a Guarantee of the
      Ratable Obligations provided by a Loan Party specified on Schedule 1.01C in
      the
      column titled “Ratable Guarantees”.  A “Ratable Lien” shall
      mean a Lien securing the Ratable Obligations created under a Loan Document
      encumbering assets specified 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 Restated Credit Agreement as amended
      and restated as of the Amendment Effective Date.

     

    
      
        
        

      

      
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    “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
      option, warrant or other right to acquire any such Equity Interests in the
      Borrower.

     

    “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 Amendment Effective Date, all the Subsidiaries
      are Restricted Subsidiaries.

     

    “Restricted
      Uses” means, as of any date, determined in each case for the period
      commencing on the Effective Date and ending on the date of determination based
      on the provisions of this Agreement or the Existing Parent Credit Agreement,
      as
      applicable, (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 after the
      Effective Date under Section 2.10(c) of the Existing Parent Credit Agreement;
      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, determined in each case for the period
      commencing on the Effective Date and ending on the date of determination based
      on the provisions of this Agreement or the Existing Parent Credit Agreement,
      as
      applicable, 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 received after the Effective
      Date; 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).

     

    
      
        
        

      

      
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    “Revolving
      Availability Period” means the period from and including the Amendment
      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.

     

    
      
        
        

      

      
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    “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 Foreign Pledge Agreements,
      the Affiliate Subordination Agreement, each control agreement delivered pursuant
      to the 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.

     

    “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.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Term
      Loans” means the Tranche A 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
      International Support Inc. granted a perfected first priority security interest
      under Indonesian law in the PTII Shares for the ratable benefit of the holders
      of the Obligations, the 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 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    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 Amendment 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 $2,450,000,000.

     

    “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 Term Loans” has the meaning assigned to such term under the Existing
      Parent Credit Agreement

     

    “Transaction
      Costs” means all fees, costs and expenses 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 Amendment
      Agreement and each other Loan Document to which it is to be a party, the
      continuation or creation of the Liens pursuant to the Security Documents, the
      borrowing of Loans on the Amendment Effective Date, the use of the proceeds
      thereof and the issuance of Letters of Credit on the Amendment Effective Date,
      (b) 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 Amendment Effective Date and the use of the proceeds thereof,
      the issuance of letters of credit thereunder on the Amendment Effective Date,
      and the continuation or creation of the Liens pursuant to the Security Documents
      thereunder, and (c) the payment of the Transaction Costs.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    “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 Effective Date,
      (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
      Amendment 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.

     

    “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.

     

    
      
        
        

      

      
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    “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 Effective Date 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; providedfurther 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.

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    The
      Credits

     

    SECTION
      2.01.  Commitments.  Subject
      to the terms and conditions set forth herein, (a) each Lender having a Tranche
      A
      Commitment shall make a Tranche A Term Loan to the Borrower on the Amendment
      Effective Date in a principal amount not exceeding its Tranche A Commitment,
      and
      (b) each Lender agrees 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
      Amendment 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 or the Tranche A 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 

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    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, or Tranche A 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 

     

    
      
        
        

      

      
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    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 had issued an Existing Letter of Credit was deemed, without
      further action by any party hereto, to have granted to each Revolving Lender
      and
      each Revolving Lender was 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 were also
      party to the PD Credit Agreement and the Existing Credit Agreement agreed 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, were 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 

     

    
      
        
        

      

      
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    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 

     

    
      
        
        

      

      
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    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, mutatismutandis, 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 

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    (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
      

     

    
      
        
        

      

      
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    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


     

    
      
        
        

      

      
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    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 shall terminate at 5:00 p.m., New
      York
      City time, on the Amendment 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 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    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 primafacie 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).

     

    
      
        
        

      

      
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    SECTION
      2.09.  Amortization
      of Term Loans.  (a)  Subject to adjustment pursuant to
      paragraph (c) 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

              	
                  
                  $122,500,000

              
	
                March
                  31, 2008

              	
                  
                  $122,500,000

              
	
                September
                  30, 2008

              	
                  
                  $122,500,000

              
	
                March
                  31, 2009

              	
                 
                   $122,500,000

              
	
                September
                  30, 2009

              	
                  
                  $122,500,000

              
	
                March
                  31, 2010

              	
                  
                  $122,500,000

              
	
                September
                  30, 2010

              	
                  
                  $122,500,000

              
	
                March
                  31, 2011

              	
                  
                  $122,500,000

              
	
                September
                  30, 2011

              	
                  
                  $122,500,000

              
	
                Tranche
                  A Maturity Date

              	
                $1,347,500,000

              


      

    

    


     

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

     

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

     

    (d)  Prior
      to
      any repayment of any Term Borrowings hereunder, the Borrower shall select the
      Borrowing or Borrowings 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 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    portion
      of such Borrowing equal to the unused Commitments (as defined in the Restated
      Credit Agreement) at the time of such prepayment.

     

    (c)  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 (d) of this
      Section.  In the event of any optional prepayment of Term Borrowings,
      the Borrower shall specify the amount of such prepayment, and the amount of
      any
      such prepayment of Term Borrowings 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.

     

    (d)  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 Amendment 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 Amendment
      Effective Date.  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 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    unreimbursed
      LC Disbursements) during the period from and including the Amendment 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 Amendment 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 Amendment
      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.

     

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

     

    (c)  Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by 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 

     

    
      
        
        

      

      
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    (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 

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    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 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    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(d) 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 

     

    
      
        
        

      

      
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    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 

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    (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 

     

    
      
        
        

      

      
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    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 

     

    
      
        
        

      

      
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    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,
mutatismutandis, 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 Amendment
      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 or 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 

     

    
      
        
        

      

      
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    Document
      to which any Loan Party is or is to be a party, constitutes or 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 or
      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 information in respect thereof with the Securities and Exchange
      Commission and (v) 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
      Obligations).

     

    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 (i) as of and for the fiscal year ended December 31, 2006, reported
      on by Ernst & Young LLP, independent registered public accountants, and (ii)
      as of and for the fiscal quarter and the portion of the fiscal year ended March
      31, 2007, certified by its chief financial officer.  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 dates and for such periods in
      accordance with GAAP, subject to year-end audit adjustments and the absence
      of
      footnotes in the case of the statements referred to in clause (ii)
      above.

     

    (b)  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)  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 Amendment Effective Date, any material
      contingent 

     

    
      
        
        

      

      
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    liabilities,
      unusual long-term commitments or unrealized losses that would reasonably be
      expected to give rise to a Material Adverse Effect.

     

    (d)  Except
      as
      set forth in Schedule 3.04(d), 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,
      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.

     

    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.

     

    
      
        
        

      

      
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    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) in the case of the projected financial
      information delivered in connection with the amendment and restatement of the
      Existing Parent Credit Agreement, such projected financial information has
      not
      been modified by the Borrower as of the Amendment 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 Amendment 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 Amendment 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 

     

    
      
        
        

      

      
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    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 Amendment Effective
      Date,

     

    (a)  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).

     

    (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).

     

    (c)  At
      all
      times on and after the Amendment 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 Effective Date Transactions that occurred 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,
      exceeded its consolidated debts and liabilities, subordinated, contingent or
      otherwise; (b) the present fair saleable value of the consolidated property
      of
      the Borrower was greater than the amount that would 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 

     

    
      
        
        

      

      
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    basis,
      were 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 did not have unreasonably small
      capital with which to conduct the business in which it was engaged as such
      business was then conducted and was 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.  Amendment
      Effective Date.  The obligations of the Lenders to make Term Loans
      pursuant to the amendment and restatement of this Agreement in the form hereof
      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 the Amendment 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 the Amendment Agreement) that such party has signed a
      counterpart of the Amendment 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 Amendment
      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 Restated Credit Agreement shall have been amended and restated as
      the
      Restated Credit Agreement.

     

    (e)  The
      Administrative Agent shall have received all interest, fees and other
      amounts due and payable or accrued on or prior to the Amendment Effective Date
      under this Agreement or the Existing Parent Credit Agreement, including, to
      the
      extent invoiced at least one Business Day prior to the Amendment 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.

     

    
      
        
        

      

      
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    (f)  Each
      Tranche B Lender (as defined in the Existing Parent Credit Agreement) shall
      have
      received (or, substantially simultaneously with the funding of the Term Loans
      on
      the Amendment Effective Date, shall receive) payment in full of the principal
      of
      and interest accrued on each Tranche B Term Loan held by it and all other
      amounts owing to it or accrued for its account under the Existing Parent Credit
      Agreement, and all interest, fees and other amounts accrued or owing under
      each
      of the Existing Parent Credit Agreement and the Existing Restated Credit
      Agreement, including to the extent invoiced at least one Business Day prior
      to
      the Amendment 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 thereunder, shall have been (or,
      substantially simultaneously with the funding of the Term Loans on the Amendment
      Effective Date, shall be) paid in full.

     

    (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
      Administrative Agent shall have received a favorable written opinion (addressed
      to the Administrative Agent and the Lenders and dated the Amendment Effective
      Date) of each of (i) Davis Polk & Wardwell, New York counsel for the
      Borrower and the Subsidiaries, substantially in the form of Exhibit D-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
      D-2,
      and (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.

     

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

     

    The
      Loans
      made, the application of the proceeds thereof and the termination of existing
      Indebtedness under the Existing Parent Credit Agreement on the Amendment
      Effective Date shall be deemed to have occurred as set forth in the Amendment
      Agreement.  The Administrative Agent shall promptly notify the
      Borrower and the Lenders of the Amendment 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)  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.

     

    (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.

     

    
      
        
        

      

      
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    (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 

     

     

    
      
        
        

      

      
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    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


     

    
      
        
        

      

      
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    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 

     

    
      
        
        

      

      
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    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).  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.  [intentionally
      omitted].

     

    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.

     

    
      
        
        

      

      
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    (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 cash will be used to repay all the Tranche B Term Loans
      outstanding under the Existing Parent Credit Agreement.  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 

     

    
      
        
        

      

      
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    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.

     

    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 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 Obligations by the Loan Parties and (2)
      Indebtedness arising pursuant to Ratable Liens securing Ratable
      Obligations;

     

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

     

    
      
        
        

      

      
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    (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 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;

     

    (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 providedfurther
      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(a);

     

    (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), not


     

    
      
        
        

      

      
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    in
      excess
      of the greater of $1,500,000,000 and 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, and (2) 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 A 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 the Ratable 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 Effective Date 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 Effective Date 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


     

    
      
        
        

      

      
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    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 with respect to obligations (other than Indebtedness for borrowed
      money) which do not exceed $500,000,000 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 

     

    
      
        
        

      

      
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    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

     

    
      
        
        

      

      
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    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 deminimis 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 deminimis 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.

     

    
      
        
        

      

      
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    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; providedfurther 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

     

    (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”;

     

    
      
        
        

      

      
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    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; and

     

    (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 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 50.1% of all the Equity Interests in PTFI.

     

    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 

     

    
      
        
        

      

      
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    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 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 

     

    
      
        
        

      

      
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    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
      Obligations and Existing 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 

     

    
      
        
        

      

      
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    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).

     

    (c)  Neither
      paragraph (a) nor paragraph (b) above shall prohibit any Restricted Payment
      or
      payment of Indebtedness if after giving effect to such Restricted Payment or
      payment of Indebtedness (i) no Term Loan is outstanding and (ii) the sum of
      (A)
      the aggregate unused Revolving Commitments, (B) the aggregate unused Commitments
      (as defined in the Restated Credit Agreement) and (C) Available Domestic Cash
      shall be not less than $750,000,000.

     

    (d)  Each
      of
      paragraph (a) and paragraph (b) above shall cease to be of effect from and
      after
      the first date upon which the corporate credit ratings of FCX by each of Moody’s
      and S&P are, respectively, Baa3 or better and BBB- or better.

     

    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


     

    
      
        
        

      

      
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    exist
      any
      agreement or other arrangement that prohibits, restricts or imposes any
      condition upon 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; 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) 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) the foregoing shall not
      prohibit any such agreement or other arrangement applicable to the granting
      after the Amendment Effective Date of a Lien on any asset to secure the
      Obligations, the Secured Obligations and the FI Obligations (or any refinancing,
      restructuring or replacement thereof) that would permit such Lien subject only
      to the grant of an equal and ratable Lien on such asset to secure the
      obligations under such agreement or other arrangement.

     

    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).

     

    
      
        
        

      

      
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    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).

     

    
      
        
        

      

      
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    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;

     

    
      
        
        

      

      
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    (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 

     

    
      
        
        

      

      
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    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;

     

    
      
        
        

      

      
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    (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); or

     

    (o)  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 

     

    
      
        
        

      

      
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    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 

     

    
      
        
        

      

      
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    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.  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, 

     

    
      
        
        

      

      
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    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 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 

     

    
      
        
        

      

      
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    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, 

     

    
      
        
        

      

      
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    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 

     

    
      
        
        

      

      
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    interest
      thereon, or reduce any fees payable hereunder, without the written consent
      of
      each Lender affected thereby, (iii) postpone the maturity of any Loan, or
      the 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, or (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; 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,

     

    
      
        
        

      

      
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     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 (1) 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 (2) 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 Effective Date Transactions or 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
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      any 

     

    
      
        
        

      

      
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    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
mutatismutandis 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 Effective
      Date
      Transactions, 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.

     

    
      
        
        

      

      
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    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) 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 providedfurther 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,
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    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);

     

    (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);
      and

     

    (E)
      no
      assignee shall be entitled to claim compensation which it would as of the
      effective date of its assignment have been entitled to claim under Section
      2.14
      (other than paragraph (b) thereof) or 2.16 which the applicable assignor would
      not have been entitled to claim as of such effective date, unless such
      assignment is made with the Borrower’s prior written consent.

     

    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 

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    (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.  Execution of the Amendment Agreement
      shall be deemed to be execution of this Agreement.  The Amendment
      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 Amendment 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.  Subject to Section 4.01,
      the amendment and restatement of this Agreement contemplated by the Amendment
      Agreement shall become effective as provided in the Amendment Agreement, 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 the Amendment Agreement by telecopy or
      electronic transmission shall be effective as delivery of a manually executed
      counterpart of the Amendment 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
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    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 

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    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, 

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    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 when the corporate credit ratings of FCX
      by
      each of Moody’s and S&P at such time are, respectively, Baa3 or better and
      BBB- or better, 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, 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.

     

    (f)  Upon
      the
      occurrence of the Amendment Effective Date, the pledge of the PTII Shares
      granted under the Third Amended and Restated FCX/ISI Pledge Agreement (PTII
      Shares) shall terminate and be released, and the Administrative Agent and the
      Collateral Agent are fully authorized to and shall promptly execute and deliver
      all documents that the Borrower shall reasonably request to evidence such
      termination or release.

     

    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 

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    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.

     


    
      
        
        

        
        

      

      
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    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 ___________________________

              
	 	 
	 	
                Name:

              
	 	
                Title:

              


      

    

    



    
      
              

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                                                                
                  LENDER SIGNATURE PAGE TO 

                                                                
                  FREEPORT-MCMORAN COPPER & 

                                                                
                  GOLD INC. AMENDED AND 

                                                                
                  RESTATED CREDIT AGREEMENT

              
	 
	 
	
                                                            
                  by______________________________

              
	 	 
	 	
                Name:

              
	 	
                Title:

              


      

    

    


     

    
      
        	
                                                               
                  For any Lender requiring a second signature line:

              
	
                                                              by

              	 ________________________________
	 	 
	 	
                Name:

              
	 	
                Title: