exhibit10_2.htm


    
      

    

                                                                                       EXECUTION
      VERSION   

        

    AMENDMENT
      AGREEMENT dated as of July 3, 2007 (this “Amendment Agreement”), in
      respect of the AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 19,
      2007
      (the “Restated Credit Agreement”), which amended and restated the AMENDED
      AND RESTATED CREDIT AGREEMENT dated as of July 25, 2006, which amended and
      restated the AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30,
      2003, which amended and restated the AMENDED AND RESTATED CREDIT AGREEMENT
      dated
      as of October 19, 2001, which amended and restated both the CREDIT AGREEMENT
      originally dated as of October 27, 1989 and amended and restated as of June
      1,
      1993 and the CREDIT AGREEMENT originally dated as of June 30, 1995, among
      FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation, 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,
      U.S.
      BANK NATIONAL ASSOCIATION, a national banking association (for purposes of
      Article VIII only), as trustee for the Lenders and certain other lenders under
      the FI Trust Agreement, the Lenders party thereto, the Issuing Banks party
      thereto, and JPMORGAN CHASE BANK, N.A., (“JPMCB”), as Administrative
      Agent, Security Agent, JAA Security Agent and Collateral Agent, and MERRILL
      LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication
      Agent.

     

    The
      Borrowers have requested that the Restated Credit Agreement be amended as set
      forth in Section 4 below and the parties hereto are willing so to amend the
      Restated 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:

     

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

     

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

     

    “Pre-Amendment
      Restated Credit Agreement” shall mean the Restated Credit Agreement
      immediately before its amendment 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 Amended Restated Credit Agreement, shall, unless the context otherwise
      requires, refer to the Restated Credit Agreement as amended in the form of
      the
      Amended Restated Credit Agreement, and the term “Restated Credit Agreement”, as
      used in the Loan Documents, shall mean the Amended Restated Credit
      Agreement.  Capitalized terms used but not defined herein shall have
      the meanings assigned to such terms in the Amended Restated Credit Agreement
      or,
      if not defined therein, the Pre-Amendment Restated Credit
      Agreement.

     

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

     

    SECTION
      3.  [intentionally
      omitted]

     

    SECTION
      4.  Amendment
      and Restatement; Borrowings on Amendment Effective
      Date.  (a)  Each of the parties hereto irrevocably
      agrees that on occurrence of the Amendment Effective Date, without the
      satisfaction of any additional conditions or any further actions of any party
      hereto, the Restated Credit Agreement (including the Schedules and Exhibits
      thereto) shall be amended to effect the changes that will result in it reading
      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-Amendment Restated 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-Amendment Restated Credit Agreement that will not
      be a
      Lender under the Amended Restated Credit Agreement.

     

    SECTION
      5.  Continuing
      Security.  Each Borrower and each Loan Party confirms that (i) its
      Guarantee of the Obligations under the Collateral Agreement or the Indonesian
      Guarantee Agreement, as applicable, 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
      Amended Restated 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 Restated Credit Agreement
      shall not terminate on the Amendment Effective Date and shall continue in full
      force and effect as amended hereby.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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 Amended Restated Credit Agreement and the
      other Loan Documents.

     

    SECTION
      9.  Expenses.  The
      Borrowers agree 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 RESTATED CREDIT AGREEMENT AND COLLATERAL AGREEMENT OR INDONESIAN
      GUARANTEE AGREEMENT

     

    
      	
              FREEPORT-MCMORAN
                COPPER & GOLD INC.

            
	
              by___________________________

            
	 	
              Name:
                Kathleen L. Quirk

            
	 	
              Title:  Executive
                Vice President, 

              Chief
                Financial Officer and Treasurer

            


    

    


    


    
      	
              PT
                FREEPORT INDONESIA

            
	
              by___________________________

            
	 	
              Name:
                Robert R. Boyce

            
	 	
              Title:  Treasurer

            


    


    
      
                      AMENDMENT
          AGREEMENT       

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    
      	
              JPMORGAN
                CHASE BANK, N.A., 

              individually,
                as Administrative Agent, 

              Collateral
                Agent, Issuing Bank and 

              Swingline
                Lender,

            
	
              by________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    



    
      
        
                  AMENDMENT
            AGREEMENT      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              THE
                BANK OF NOVA SCOTIA, 

              individually
                and as Issuing Bank,

            
	
              by________________________

            
	 	
              Name:

            
	 	
              Title:

            
	
              by________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    



    
      
        
                  AMENDMENT
            AGREEMENT      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PARTIES
      TO THE COLLATERAL AGREEMENT OR INDONESIAN GUARANTEE AGREEMENT (AND NOT PARTY
      TO
      THE RESTATED 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


    
      
        
                  AMENDMENT
            AGREEMENT      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PT
      INDOCOPPER INVESTAMA

    


    


    By:______________________________

    Name:

    Title:

    


    


    PT
      KENCANA INFRA NUSAKARYA

    


    


    By:_________________________________

    Name:

    Title:

    


    


    PT
      KENCANA WISATA NUSAKARYA

    


    


    By:_________________________________

    Name:

    Title:

    


    


    PT
      MINESERVE INTERNATIONAL

    


    


    By:_________________________________

    Name:

    Title:


    
      
        
                  AMENDMENT
            AGREEMENT      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Signature
      Page to be executed by Lenders

    under
      the Amended Restated Credit Agreement

    


    
      	
              SIGNATURE
                PAGE to the AMENDMENT AGREEMENT dated as of July 3,
                2007, in respect of the AMENDED AND RESTATED CREDIT AGREEMENT dated
                as of
                March 19, 2007, which amended and restated the AMENDED AND RESTATED
                CREDIT
                AGREEMENT dated as of July 25, 2006, which amended and restated the
                AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2003,
                which amended and restated the AMENDED AND RESTATED CREDIT AGREEMENT
                dated
                as of October 19, 2001, which amended and restated both the CREDIT
                AGREEMENT originally dated as of October 27, 1989 and amended and
                restated
                as of June 1, 1993 and the CREDIT AGREEMENT originally dated as of
                June
                30, 1995, among FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware
                corporation, 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, U.S. BANK NATIONAL ASSOCIATION,
                a
                national banking association (for purposes of Article VIII only),
                as
                trustee for the Lenders and certain other lenders under the FI Trust
                Agreement, the Lenders party thereto, the Issuing Banks party thereto,
                and
                JPMORGAN CHASE BANK, N.A., as Administrative Agent, Security Agent,
                JAA
                Security Agent and Collateral Agent, and MERRILL LYNCH, PIERCE, FENNER
                & SMITH INCORPORATED, as Syndication Agent.

            
	 
              
              Lender:

            
	 	
              By:

            	 ___________________________
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              By:

            	 ___________________________
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    



    
      
            

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
              EXHIBIT
        A      

    

    
      	
              AMENDED
                AND RESTATED CREDIT AGREEMENT

              dated
                as of  March 19, 2007

              as
                amended as of July 10, 2007,

              which
                amends and restates the

              AMENDED
                AND RESTATED CREDIT AGREEMENT

              dated
                as of July 25, 2006,

              which
                amended and restated the

              AMENDED
                AND RESTATED CREDIT AGREEMENT

              dated
                as of September 30, 2003,

              which
                amended and restated the

              AMENDED
                AND RESTATED CREDIT AGREEMENT

              dated
                as of October 19, 2001,

              which
                amended and restated both the

              CREDIT
                AGREEMENT

              Originally
                dated as of October 27, 1989

              Amended
                and restated as of June 1, 1993

              and
                the

              CREDIT
                AGREEMENT

              Originally
                dated as of June 30, 1995,

              among

              FREEPORT-MCMORAN
                COPPER & GOLD INC.,

              PT
                FREEPORT INDONESIA,

              The
                Lenders Party Hereto,

              The
                Issuing Banks Party Hereto,

               

              JPMORGAN
                CHASE BANK, N.A.,

              as
                Administrative Agent, Security Agent, JAA Security 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,

              and

              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                FI Trustee

              ___________________________

              J.P.
                MORGAN SECURITIES
                INC.                                                                                     MERRILL
                LYNCH, PIERCE, FENNER

              &
                SMITH INCORPORATED

               

              as
                Joint Lead Arrangers and Joint
                Bookrunners

            


    

     

     

    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    Page

     

     

    ARTICLE
      I

     

    Definitions

     

    
      	
               

            	
              SECTION
                1.01.  Defined
                Terms                                                                                                                                                                                                                           1    
                

            


    

    
      	
               

            	
              SECTION
                1.02.  Classification of Loans and
                Borrowings                                                                                                                                                                             43

            


    

    
      	
               

            	
              SECTION
                1.03.  Terms
                Generally                                                                                                                                                                                                                     
                43

            


    

    
      	
               

            	
              SECTION
                1.04.  Accounting Terms;
                GAAP                                                                                                                                                                                                  
                43

            


    

     

    ARTICLE
      II

     

    The
      Credits

     

    
      	
               

            	
              SECTION
                2.01.  Revolving
                Commitments                                                                                                                                                                                                      
                44

            


    

    
      	
               

            	
              SECTION
                2.02.  Loans and
                Borrowings                                                                                                                                                                                                         
                44

            


    

    
      	
               

            	
              SECTION
                2.03.  Requests for
                Borrowings                                                                                                                                                                                                     
                45

            


    

    
      	
               

            	
              SECTION
                2.04.  Funding of
                Borrowings                                                                                                                                                                                                        
                45

            


    

    
      	
               

            	
              SECTION
                2.05.  Letters of
                Credit                                                                                                                                                                                                                    
                 46

            


    

    
      	
               

            	
              SECTION
                2.06.  Interest
                Elections                                                                                                                                                                                                                   
                51

            


    

    
      	
               

            	
              SECTION
                2.07.  Termination and Reduction of
                Commitments                                                                                                                                                                    
                52

            


    

    
      	
               

            	
              SECTION
                2.08.  Repayment of Loans; Evidence of
                Debt                                                                                                                                                                             53

            


    

    
      	
               

            	
              SECTION
                2.09.  [intentionally
                omitted]                                                                                                                                                                                                          
                53

            


    

    
      	
               

            	
              SECTION
                2.10.  Prepayment of
                Loans                                                                                                                                                                                                            
                53

            


    

    
      	
               

            	
              SECTION
                2.11.  Fees                                                                                                                                                                                                                                         
                54

            


    

    
      	
               

            	
              SECTION
                2.12.  Interest                                                                                                                                                                                                                                    
                55

            


    

    
      	
               

            	
              SECTION
                2.13.  Alternate Rate of
                Interest                                                                                                                                                                                                    
                56

            


    

    
      	
               

            	
              SECTION
                2.14.  Increased
                Costs                                                                                                                                                                                                                    
                56

            


    

    
      	
               

            	
              SECTION
                2.15.  Break Funding
                Payments                                                                                                                                                                                                    
                58

            


    

    
      	
               

            	
              SECTION
                2.16.  Taxes                                                                                                                                                                                                                                       58

            


    

    
      	
               

            	
              SECTION
                2.17.  Payments Generally; Pro Rata Treatment; Sharing of
                Set-offs                                                                                                                                     
                62

            


    

    
      	
               

            	
              SECTION
                2.18.  Mitigation Obligations; Replacement of
                Lenders                                                                                                                                                           
                63

            


    

    
      	
               

            	
              SECTION
                2.19.  Swingline
                Loans                                                                                                                                                                                                                   
                64

            


    

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    
      	
               

            	
              SECTION
                3.01.  Organization;
                Powers                                                                                                                                                                                                          
                66

            


    

    
      	
               

            	
              SECTION
                3.02.  Authorization;
                Enforceability                                                                                                                                                                                            
                66

            


    

    
      	
               

            	
              SECTION
                3.03.  Governmental Approvals; No
                Conflicts                                                                                                                                                                           66

            


    

    
      	
               

            	
              SECTION
                3.04.  Financial Condition; No Material Adverse
                Change                                                                                                                                                      
                66

            


    

    
      	
               

            	
              SECTION
                3.05.  Properties                                                                                                                                                                                                                             
                67

            


    

    
      	
               

            	
              SECTION
                3.06.  Litigation and Environmental
                Matters                                                                                                                                                                             67

            


    

    
      	
               

            	
              SECTION
                3.07.  Compliance with Laws and
                Agreements                                                                                                                                                                        
                68

            


    

    
      	
               

            	
              SECTION
                3.08.  Investment Company
                Status                                                                                                                                                                                           
                68

            


    

    
      	
               

            	
              SECTION
                3.09.  Taxes                                                                                                                                                                                                                                   
                68

            


    

    
      	
               

            	
              SECTION
                3.10.  ERISA                                                                                                                                                                                                                                 
                68

            


    

    
      	
               

            	
              SECTION
                3.11.  Disclosure                                                                                                                                                                                                                          
                68

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              SECTION
                3.12.  Subsidiaries                                                                                                                                                                                                                        69

            


    

    
      	
               

            	
              SECTION
                3.13.  Insurance                                                                                                                                                                                                                           
                69

            


    

    
      	
               

            	
              SECTION
                3.14.  Labor
                Matters                                                                                                                                                                                                                   
                69

            


    

    
      	
               

            	
              SECTION
                3.15.  Security
                Documents                                                                                                                                                                                                         69

            


    

    
      	
               

            	
              SECTION
                3.16.  Federal Reserve
                Regulations                                                                                                                                                                                         
                70

            


    

    
      	
               

            	
              SECTION
                3.17.  Solvency                                                                                                                                                                                                                           
                70

            


    

    
      	
               

            	
              SECTION
                3.18.  Senior
                Indebtedness                                                                                                                                                                                                       
                70

            


    

     

    ARTICLE
      IV

     

    Conditions

     

    
      	
               

            	
              SECTION
                4.01.  Amendment Effective
                Date                                                                                                                                                                                           
                71

            


    

    
      	
               

            	
              SECTION
                4.02.  Each Credit
                Event                                                                                                                                                                                                           
                72

            


    

     

    ARTICLE
      V

     

    Affirmative
      Covenants

     

    
      	
               

            	
              SECTION
                5.01.  Financial Statements and Other
                Information                                                                                                                                                             
                73

            


    

    
      	
               

            	
              SECTION
                5.02.  Notices of Material
                Events                                                                                                                                                                                           
                75

            


    

    
      	
               

            	
              SECTION
                5.03.  Information Regarding
                Collateral                                                                                                                                                                                
                75

            


    

    
      	
               

            	
              SECTION
                5.04.  Existence; Conduct of
                Business                                                                                                                                                                                 
                75

            


    

    
      	
               

            	
              SECTION
                5.05.  Payment of
                Obligations                                                                                                                                                                                                
                76

            


    

    
      	
               

            	
              SECTION
                5.06.  Maintenance of
                Properties                                                                                                                                                                                          
                76

            


    

    
      	
               

            	
              SECTION
                5.07.  Insurance                                                                                                                                                                                                                       
                76

            


    

    
      	
               

            	
              SECTION
                5.08.  [intentionally
                omitted]                                                                                                                                                                                                 
                76

            


    

    
      	
               

            	
              SECTION
                5.09.  Books and Records; Inspection and Audit
                Rights                                                                                                                                                 
                76

            


    

    
      	
               

            	
              SECTION
                5.10.  Compliance with Laws; Environmental
                Reports                                                                                                                                                       76

            


    

    
      	
               

            	
              SECTION
                5.11.  Use of Proceeds and Letters of
                Credit                                                                                                                                                                      
                78

            


    

    
      	
               

            	
              SECTION
                5.12.  Additional
                Subsidiaries                                                              
                                                                                                                                                
                78

            


    

    
      	
               

            	
              SECTION
                5.13.  Further
                Assurances                                                                                                                                                                                                     
                78

            


    

    
      	
               

            	
              SECTION
                5.14.  Source of
                Interest                                                                                                                                                                                                         
                79

            


    

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

    
      	
               

            	
              SECTION
                6.01.  Indebtedness; Certain Equity
                Securities                                                                                                                                                                  
                79

            


    

    
      	
               

            	
              SECTION
                6.02.  Liens                                                                                                                                                                                                                              
                81

            


    

    
      	
               

            	
              SECTION
                6.03.  Fundamental
                Changes                                                                                                                                                                                                
                83

            


    

    
      	
               

            	
              SECTION
                6.04.  Investments in Unrestricted
                Subsidiaries                                                                                                                                                                 85

            


    

    
      	
               

            	
              SECTION
                6.05.  Asset
                Sales                                                                                                                                                                                                                   
                85

            


    

    
      	
               

            	
              SECTION
                6.06.  Sale and Leaseback
                Transactions                                                                                                                                                                              87

            


    

    
      	
               

            	
              SECTION
                6.07.  Hedging
                Agreements                                                                                                                                                                                                  
                87

            


    

    
      	
               

            	
              SECTION
                6.08.  Restricted Payments; Certain Payments of
                Indebtedness                                                                                                                                    
                87

            


    

    
      	
               

            	
              SECTION
                6.09.  Transactions with
                Affiliates                                                                                                                                                                                      
                89

            


    

    
      	
               

            	
              SECTION
                6.10.  Restrictive
                Agreements                                                                                                                                                                                             
                90

            


    

    
      	
               

            	
              SECTION
                6.11.  Amendment of Material
                Documents                                                                                                                                                                        
                91

            


    

    
      	
               

            	
              SECTION
                6.12.  Fiscal
                Year                                                                                                                                                                                                                    
                91

            


    

    
      	
               

            	
              SECTION
                6.13.  Designation of Unrestricted
                Subsidiaries                                                                                                                                                               
                91

            


    

    
      	
               

            	
              SECTION
                6.14.  Total Leverage
                Ratio                                                                                                                                                                                                  
                92

            


    

    
      	
               

            	
              SECTION
                6.15.  Total Secured Leverage
                Ratio                                                                                                                                                                                   
                92

            


    

    
      	
               

            	
              SECTION
                6.16.  Covenants with Respect to
                PTII                                                                                                                                                                               92

            


    

    
    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              SECTION
                6.17.  Covenants Relating to the RTZ
                Transactions                                                                                                                                                       
                93

            


    

     

     

    ARTICLE
      VII

     

    Events
      of
      Default

     

     

    ARTICLE
      VIII

     

    The
      Agents and the FI Trustee

     

     

    ARTICLE
      IX

     

    Miscellaneous

     

    
      	
               

            	
              SECTION
                9.01.  Notices                                                                                                                                                                                                                 
                101

            


    

    
      	
               

            	
              SECTION
                9.02.  Waivers;
                Amendments                                                                                                                                                                                      
                102

            


    

    
      	
               

            	
              SECTION
                9.03.  Expenses; Indemnity; Damage
                Waiver                                                                                                                                                           
                103

            


    

    
      	
               

            	
              SECTION
                9.04.  Successors and
                Assigns                                                                                                                                                                                   
                105

            


    

    
      	
               

            	
              SECTION
                9.05.  Survival                                                                                                                                                                                                                
                108

            


    

    
      	
               

            	
              SECTION
                9.06.  Counterparts; Integration;
                Effectiveness                                                                                                                                                       
                108

            


    

    
      	
               

            	
              SECTION
                9.07.  Severability                                                                                                                                                                                                          
                109

            


    

    
      	
               

            	
              SECTION
                9.08.  Right of
                Setoff                                                                                                                                                                                                     
                109

            


    

    
      	
               

            	
              SECTION
                9.09.  Governing Law; Jurisdiction; Consent to Service of
                Process; Sovereign
                Immunity                                                                                109

            


    

    
      	
               

            	
              SECTION
                9.10.  WAIVER OF JURY
                TRIAL                                                                                                                                                                               
110

            


    

    
      	
               

            	
              SECTION
                9.11.  Headings                                                                                                                                                                                                             
                110

            


    

    
      	
               

            	
              SECTION
                9.12.  Confidentiality                                                                                                                                                                                                    
                110

            


    

    
      	
               

            	
              SECTION
                9.13.  Interest Rate
                Limitation                                                                                                                                                                                     
                111

            


    

    
      	
               

            	
              SECTION
                9.14.  Judgment
                Currency                                                                                                                                                                                            
                111

            


    

    
      	
               

            	
              SECTION
                9.15.  RTZ
                Transactions                                                                                                                                                                                              
                112

            


    

    
      	
               

            	
              SECTION
                9.16.  Patriot
                Act                                                                                                                                                                                                           
                112

            


    

    
      	
               

            	
              SECTION
                9.17.  No Fiduciary
                Relationship                                                                                                                                                                                
                112

            


    

    
      	
               

            	
              SECTION
                9.18.  Release of Liens and Guarantees; Rejurisdictioning of
                PTFI                                                                                                                       113

            


    

    
      	
               

            	
              SECTION
                9.19.  Non-Public
                Information                                                                                                                                                                                     
                114

            


    

    
      	
               

            	
              SECTION
                9.20.  Parallel
                Debt                                                                                                                                                                                                        
                114

            


    

    
      	
               

            	
              SECTION
                9.21.  Joint and Several
                Obligations                                                                                                                                                                           114

            


    

    


    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

            


    

    
    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
              Schedule
                5.10B —

            	
              ICMM
                Commitments with Respect to World Heritage
                Properties

            


    

    
      	
              Schedule
                5.10C —

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

              

            	
            


    

    
      	
              Schedule
                6.01 —

            	
              Existing
                Indebtedness

            


    

    
      	
              Schedule
                6.02 —

            	
              Existing
                Liens

            


    

    
      	
              Schedule
                6.10 —

            	
              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

                

              

            	
            	
            


    

    Exhibit
      D-3
—                        Form
      of opinion of Indonesian counsel for the Borrower

    Exhibit
      D-4
—                        Form
      of opinion of Indonesian counsel for the Lenders

    



    
      
             

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED CREDIT AGREEMENT dated as of March 19, 2007, as amended as of
      July
      10, 2007 (this “Agreement”), which amends and restates the AMENDED AND
      RESTATED CREDIT AGREEMENT dated as of July 25, 2006, which amended and restated
      the AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2003, which
      amended and restated the AMENDED AND RESTATED CREDIT AGREEMENT dated as of
      October 19, 2001, which amended and restated both the CREDIT AGREEMENT
      originally dated as of October 27, 1989 and amended and restated as of June
      1,
      1993 and the CREDIT AGREEMENT originally dated as of June 30, 1995, among
      FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation, 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,
      U.S.
      BANK NATIONAL ASSOCIATION, a national banking association (for purposes of
      Article VIII only), as trustee for the Lenders and certain other lenders under
      the FI Trust Agreement, the Lenders party hereto, the Issuing Banks party
      hereto, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent,
      Security Agent, JAA Security Agent and Collateral Agent, and MERRILL LYNCH,
      PIERCE, FENNER & SMITH INCORPORATED (“Merrill”), as Syndication
      Agent.

     

    The
      Borrowers have requested that the Lenders agree to amend the Existing Restated
      Credit Agreement (such term and each other capitalized term used but not
      otherwise defined herein having the meaning assigned to it in Article I) in
      order to continue the credit facilities provided for therein and to extend
      credit in the form of Revolving Loans, Swingline Loans and 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 $500,000,000
      at any time.  Letters of Credit and the proceeds of other Revolving
      Loans and Swingline Loans drawn on and after the Amendment Effective Date will
      be used for working capital and other general corporate purposes of each of
      the
      Borrowers and their Subsidiaries.  The Lenders are willing to continue
      such credit facilities, and to amend the Existing Restated Credit Agreement
      in
      the form hereof, upon the terms and subject to the conditions set forth
      herein.  Accordingly, the parties hereto agree as
      follows:

     

     

    ARTICLE
      I

     

    Definitions

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “Affiliate
      Subordination Agreement” means the Affiliate Subordination Agreement among
      the Borrowers, the Subsidiaries from time to time party thereto and the
      Administrative Agent dated as of March 19, 2007.

     

    “Agents”
      means, collectively, the Administrative Agent, the Security Agent, the JAA
      Security Agent, the FI Security 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 FCX, PTFI, the Subsidiaries party thereto, the lenders
      party thereto, the issuing banks party thereto, the Administrative Agent and
      the
      other Agents.

     

    “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 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 FCX 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, FCX 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 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    effectiveness
      of any such amendment, the Applicable Rate shall be determined by reference
      to
      the Credit Rating most recently in effect prior to such change or
      cessation.

     

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

     

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

     

    “Attributable
      Debt” means, on any date, in respect of any lease of FCX 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 or 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
      Parent Credit Agreement)).

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

    “Borrower”
      means each of FCX and PTFI.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Change
      in Control” means (a) the failure of FCX to own, either directly or
      through its wholly owned Subsidiaries, PTFI Shares representing at least 80%
      of
      the aggregate ordinary voting power attributable to all of the issued and
      outstanding PTFI Shares (or following a transaction permitted under Section
      6.05(c), the minimum percentage of PTFI Shares then permitted to be held by
      FCX); (b) the acquisition of ownership, directly or indirectly,
      beneficially or of record, by any Person or group (within the meaning of the
      Securities Exchange Act of 1934 and the rules of the Securities and Exchange
      Commission thereunder as in effect on the 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 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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 or Swingline
      Loans.

     

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

     

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

     

    “Collateral”
      means any and all “Collateral”, as defined in any applicable Security Document,
      or any asset or right in which a Lien is granted in favor of the Collateral
      Agent, the Security Agent, the JAA Security Agent, the FI Security Agent or
      the
      FI Trustee 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 FCX, 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
      PCA 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 this
      Agreement by the Third Amended and Restated FCX Pledge Agreement (PTFI Shares),
      (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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “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) in
      the
      case of each PCA Loan Party, a counterpart of the Collateral Agreement, duly
      executed and delivered on behalf of such PCA Loan Party or, in the case of
      each
      Indonesian Loan Party, an Indonesian Guarantee Agreement, duly executed and
      delivered on behalf of such Indonesian Loan Party, or (y) in the case of any
      Person that becomes a Loan Party after the Effective Date, in the case of each
      PCA Loan Party, a supplement to the Collateral Agreement or, in the case of
      each
      Indonesian Loan Party, a supplement to the Indonesian Guarantee Agreement,
      in
      each case in the form specified therein, duly executed and delivered on behalf
      of such Loan Party and (ii) with respect to any PCA 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 PCA Loan Party and such Foreign
      Subsidiary; and the Administrative Agent shall have received from each Borrower
      a counterpart of each Security Document to which such Borrower is a party duly
      executed and delivered on behalf of such Borrower;

     

    (b)
      on
      and after the Effective Date, the Pledged PTFI Shares shall have been pledged
      pursuant to the Third Amended and Restated FCX Pledge Agreement (PTFI Shares)
      and the Collateral Agent shall have received (A) a copy of the relevant page(s)
      of the share register book of PTFI, certified as true and complete by
      an  authorized officer of PTFI, reflecting the recordation made
      pursuant to the Articles of Association of PTFI of the pledge by FCX of the
      Pledged PTFI Shares under the Third Amended and Restated FCX Pledge Agreement
      (PTFI Shares), and (B) certificates or other instruments representing the
      Pledged PTFI Shares;

     

    (c)
      [intentionally omitted];

     

    (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 PCA Loan Party (or any other Restricted Subsidiary (other
      than
      a CFC) that is not a PCA 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 PCA Loan Parties shall not be required
      to pledge more than 65% of the outstanding voting Equity Interests of any CFC
      that is not a PCA 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)
      (i) 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 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    transfer
      with respect thereto endorsed in blank; and (ii) all Indebtedness of FCX or
      any
      Subsidiary that is owing to PTFI shall be evidenced by a promissory note (other
      than Indebtedness in an aggregate amount for any Subsidiary less than
      $25,000,000) and shall have been pledged pursuant to the Fourth Amended and
      Restated Lender Fiduciary Assignment and/or the Lender Security Agreement Fourth
      Amendment, as applicable, and the Security Agent shall have received all
      promissory notes evidencing any such pledged indebtedness, together with (A)
      notification to the obligors of such indebtedness of such pledge and (B) undated
      instruments of transfer with respect thereto endorsed in blank;

     

    (f)
      all
      documents and instruments, including Uniform Commercial Code financing
      statements and Indonesian security register filings, 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, the Collateral Agent or the Security Agent, as applicable, for filing,
      registration or recording;

     

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

     

    (h)
      FCX
      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 both Borrowers, each other Loan Party and each
      Subsidiary that is not a Loan Party and holds Indebtedness of either 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 and FI Security Documents Amendments to which it is a party, the
      performance of its obligations thereunder and the granting by it of the Liens
      thereunder.

     

    Notwithstanding
      the foregoing:

     

    
      	
              (A)

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

            


    

     

    
      	
              (B)

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

            


    

     

    
      	
              (C)

            	
              Assets
                may be excluded from the Collateral and Permitted Guarantors may
                be
                excluded from Guarantee requirements in circumstances where (1) FCX
                and
                the 

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Credit
      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 FCX
      or
      a Restricted Subsidiary and either (x) such consent has not been obtained
      despite commercially reasonable efforts of FCX and the Restricted Subsidiaries
      to obtain such consent or (y) FCX determines in good faith that requesting
      or
      obtaining such consent would be detrimental to the business of FCX 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 FCX 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 by a PCA Loan Party shall be released unless
                each
                Ratable Guarantee, if any, by the applicable PCA Loan Party shall
                be
                released upon the release of such PCA 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.

            


    

     

    “Commitment”
means
      a Revolving
      Commitment or Swingline 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 Borrowers and the Effective Date 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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;

     

    (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;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (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 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 FCX 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 FCX or net cash proceeds of
      issuance of Equity Interests of FCX, (xii) charges attributable to liability
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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 FCX,
      (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 FCX and the Restricted Subsidiaries and (b) yields gross
      proceeds to FCX or any Restricted Subsidiary in excess of
      $200,000,000.

     

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

     

    Notwithstanding
      anything to the contrary contained herein, 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


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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 FCX and the Restricted
      Subsidiaries, as set forth in the most recent consolidated balance sheet of
      FCX
      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)
      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
      Agents” means, collectively, the Administrative Agent, the Collateral Agent
      and the Syndication Agent.

     

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

     

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

     

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

     

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

     

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

     

    “Disqualified
      Stock” means, with respect to any Person, any Equity Interests of such
      Person that, by its terms (or by the terms of any security or other Equity
      Interests into which it is convertible or for which it is redeemable or
      exchangeable either mandatorily or at the option of the holder thereof), or
      upon
      the happening of any event or condition (a) matures or is mandatorily redeemable
      (other than solely for Qualified Stock and cash in lieu of fractional shares
      of
      Qualified Stock), pursuant to a sinking fund obligation or otherwise (except
      as
      a result of a change of control or asset sale to the 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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 Obligations that are accrued and payable and the termination
      of the Commitments have occurred or such repurchase or redemption is otherwise
      permitted by this Agreement (including as a result of a waiver hereunder)),
      (b)
      is redeemable at the option of the holder thereof (other than solely for
      Qualified Stock and cash in lieu of fractional shares of Qualified Stock),
      in
      whole or in part, or (c) is or becomes convertible into or exchangeable for
      Indebtedness or any other Equity Interests that would constitute Disqualified
      Stock, in each case, prior to the date that is 91 days after the Tranche B
      Maturity Date; provided, however, that only the portion of the
      Equity Interests that so mature or are mandatorily redeemable, are so
      convertible or exchangeable or are so redeemable at the option of the holder
      thereof prior to such date shall be deemed to be Disqualified Stock; provided
      further, however, that if any Equity Interests are issued to any
      employee or to any plan for the benefit of employees of FCX or its Subsidiaries
      or by any such plan to such employees, such Equity Interests shall not
      constitute Disqualified Stock solely because they may be required to be
      repurchased by FCX or a Subsidiary in order to satisfy applicable statutory
      or
      regulatory obligations or as a result of such employee’s termination, death or
      disability.

     

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

     

    “Effective
      Date” means March 19, 2007.

     

    “Effective
      Date Transactions” means the “Transactions” as defined under the Existing
      Restated 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 FCX or any Subsidiary directly or indirectly resulting from
      or
      based upon (a) violation of any Environmental Law, (b) the generation,
      use, handling, transportation, storage, treatment or disposal of any Hazardous
      Materials, (c) exposure to any Hazardous Materials, (d) the release or
      threatened release of any Hazardous Materials into the environment or
      (e) any contract, agreement or other consensual arrangement pursuant to
      which liability is assumed or imposed with respect to any of the
      foregoing.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    “Exchange
      Filing Requirements” means (i) the monthly and semiannual foreign exchange
      transaction activities filing requirements under Bank Indonesia Regulation
      No.
      4/2/PBI/2002 as amended by Bank Indonesia Regulation No. 5/1/PB1/2003 and
      Circular of Bank Indonesia No. 5/24/DSM dated October 3, 2003, (ii) the offshore
      borrowings filing requirements with the Bank Indonesia, the Team for the
      Coordination and Management of Offshore Loans, the Republic of Indonesia, and
      the 

     

    
      
        
        

      

      
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    Ministry
      of Finance, the Republic of Indonesia, including in each case any successors
      thereto and (iii) any additional or subsequent regulations requiring any of
      the
      Indonesian Loan Parties to submit filings regarding offshore borrowings or
      foreign exchange transaction activities as they may relate to any of the Loan
      Documents, in each case as may be amended and in effect from time to
      time.

     

    “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 FCX 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 FCX 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 either Borrower hereunder, (a) income or franchise
      taxes imposed on (or measured by) its net income by the United States of
      America, or by the jurisdiction under the laws of which such recipient is
      organized or in which its principal office is located or, in the case of any
      Lender, in which its applicable lending office is located, (b) any branch
      profits taxes imposed by the United States of America or any similar tax imposed
      by any other jurisdiction described in clause (a) above and (c) in the
      case of a Foreign Lender (other than an assignee pursuant to a request by FCX
      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 either Borrower with respect to any withholding tax
      pursuant to Section 2.16(a) or (ii) is attributable to such Foreign
      Lender’s failure to comply with Section 2.16(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.  FCX 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 Amended and Restated Credit Agreement
      dated as of March 19, 2007, among FCX, PTFI, the lenders party thereto, JPMorgan
      Chase Bank, N.A., as administrative agent, issuing bank, security agent, JAA
      security agent and documentation agent and U.S. Bank National Association,
      as FI
      trustee, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
      syndication agent, which amended and restated the Existing Credit
      Agreement.

     

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

     

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

     

    “FCX
      Pledge Agreement” means the Third Amended and Restated FCX Pledge Agreement
      (PTFI Shares).

     

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

     

    “FI
      Collateral and Rights” means the rights and remedies of the Administrative
      Agent, the FI Trustee, the FI Security Agent, the Security Agent, the JAA
      Security Agent and the Lenders under this Agreement and the Loan Documents
      or on
      the collateral provided under the FI Security Documents.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    “FI
      Secured Parties” means the Issuing Banks, the Security Agent, the JAA
      Security Agent, the Syndication Agent, the Lenders, the Collateral Agent, the
      Administrative Agent, the Parallel Creditor under the FI Security Documents
      and
      the Loan Documents and, for purposes of the Fiduciary Assignment of Accounts,
      the FI Trustee, and the successors and assigns of the foregoing.  For
      the avoidance of doubt, while RTF is a secured party under each of the Fiduciary
      Assignment of Accounts and the Fiduciary Transfer of Joint Account Assets,
      RTF
      is not intended to be a beneficiary of any provision of any Loan Document,
      any
      Security Document or, except as expressly provided therein, any FI Security
      Document.

     

    “FI
      Security Documents” means the FI Trust Agreement, the FI Trust Agreement
      Financing Annexes, the Operator Replacement Agreement, the Surat Kuasa, the
      Fourth Amended and Restated Fiduciary Transfer, the Fiduciary Assignment of
      Accounts, the Lender Security Agreement, the Lender Security Agreement
      Amendments, the Fourth Amended and Restated Lender Surat Kuasa, the Fourth
      Amended and Restated Lender Fiduciary Assignment, the Fiduciary Transfer of
      Joint Account Assets, the FI Intercreditor Agreement, the FI Intercreditor
      Agreement Creditor Annex, the Side Letter, the Side Letter Creditor Annex and
      each other agreement, instrument or document pertaining to assets of PTFI
      executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the
      Obligations.

     

    “FI
      Security Documents Amendments” means the FI Trust Agreement Financing
      Annexes, the Surat Kuasa, the Fourth Amended and Restated Fiduciary Transfer,
      the Fiduciary Assignment of Accounts, the Lender Security Agreement Fourth
      Amendment, the Fourth Amended and Restated Lender Surat Kuasa, the Fourth
      Amended and Restated Lender Fiduciary Assignment, the Fiduciary Transfer of
      Joint 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Account
      Assets, the FI Intercreditor Agreement Creditor Annex and the Side Letter
      Creditor Annex.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    “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 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Incurrence
      Test” means, as of any date in connection with any proposed transaction,
      that immediately after giving effect to such transaction on a pro forma basis
      as
      if such transaction had occurred immediately prior to the first day of the
      period of four consecutive fiscal quarters most recently ended in respect of
      which financial statements have been delivered by FCX pursuant to Section 5.01,
      (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,
      

     

    
      
        
        

      

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

     

    
      	
               

            	
              (A)

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

            


    

     

    
      	
               

            	
              (B)

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

            


    

     

    “Indemnified
      Taxes” means Taxes other than Excluded Taxes.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Indonesian
      Guarantee Agreement” means the Indonesian Guarantee Agreement among the
      Indonesian Loan Parties and the Administrative Agent dated as of March 20,
      2007.

     

    “Indonesian
      Loan Party” means PTFI, PTII, each Indonesian Subsidiary that Guarantees the
      obligations under the Existing Credit Agreement (other than PT Mitradaya
      Vulkanisindo and PT Irja Eastern Minerals) and each Indonesian Subsidiary formed
      or acquired after the Effective Date that is a Restricted
      Subsidiary.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “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 FCX 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 FCX, 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.

     

    “JAA
      Security Agent” means JPMCB, not in its individual capacity, but as JAA
      Security Agent for the Lenders and RTF, in each case under the Fiduciary
      Transfer of Joint Account Assets.

     

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

     

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

     

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

     

    “LC
      Exposure” means, at any time, the sum of (a) the aggregate undrawn
      amount of all outstanding Letters of Credit at such time plus (b) the
      aggregate amount of all LC Disbursements that have not yet been reimbursed
      by or
      on behalf of either 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    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.

     

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

     

    “Lender
      Security Agreement Amendments” means the Amendment to the Lender Security
      Agreement dated as of October 19, 2001, the Second Amendment to the Lender
      Security Agreement dated as of November 11, 2003, the Third Amendment to the
      Lender Security Agreement dated as of July 26, 2006 and the Lender Security
      Agreement Fourth Amendment.

     

    “Lender
      Security Agreement Fourth Amendment” means a fourth amendment to the Lender
      Security Agreement containing such modifications to the Lender Security
      Agreement as may be necessary to reflect the amendment and restatement of the
      Existing Credit Agreement in the form of the Existing Restated Credit Agreement
      and in form and substance satisfactory to the Administrative Agent.

     

    “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 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 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    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, the Indonesian Guarantee Agreement, the FCX Pledge Agreement and
      the
      other Security Documents.

     

    “Loan
      Parties” means FCX, PTFI, each PCA Loan Party and each Indonesian Loan
      Party.

     

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

     

    “Material
      Adverse Effect” means a material adverse effect on (a) the business,
      operations or financial condition of FCX 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 Parent Credit Agreement), Project Financings or
      obligations in respect of one or more Hedging Agreements, of FCX 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 FCX 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 FCX 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.

     

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

     

    “Metalstream
      Transaction” means (a) a transaction in which FCX or any Restricted
      Subsidiary incurs obligations in respect of prepaid production arrangements,
      prepaid forward sale arrangements or derivative contracts in respect of which
      FCX or any such Restricted Subsidiary receives upfront payments in consideration
      of an obligation to deliver gold, copper or any other metal mined by FCX and
      its
      Restricted Subsidiaries 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (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 FCX 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 FCX’s production of any Qualified Metal. For the
      avoidance of doubt, a Metalstream Transaction described under clause (a) shall
      for all purposes hereof constitute Indebtedness and Funded Debt and a
      Metalstream Transaction described under clause (b) hereof shall for all purposes
      hereof constitute Equity Interests and the Net Proceeds thereof shall constitute
      Equity Proceeds.

     

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

     

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

     

    “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 FCX 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 FCX 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 FCX 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
      FCX 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 FCX 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 FCX), 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).

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “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.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “PCA
      Loan Party” means, at any time, each “Loan Party” under the Parent Credit
      Agreement at such time.

     

    “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 each 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 Restated
      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 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 Restated
      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;

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (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
      FCX
      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 FCX 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 FCX 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 Restated 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;

     

    (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 FCX 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 FCX 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;

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    “Permitted
      Investments” means:

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g)
      in
      the case of any Subsidiary organized or having its principal place of business
      outside the United States, investments denominated in the currency of the
      jurisdiction in which such Subsidiary is organized or has its principal place
      of


     

    
      
        
        

      

      
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    business
      which are similar to the assets referred to in clauses (a), (b), (c), (d),
      (e)
      and (f) above.

     

    “Permitted
      Pledgee” means, at any time, PTFI and each directly owned Restricted
      Subsidiary of any PCA Loan Party (or of any other Restricted Subsidiary (other
      than a CFC) that is not a PCA Loan Party but is not precluded from pledging
      Equity Interests) and each subsequently acquired or organized subsidiary of
      FCX
      or any Guarantor (or such a non-Guarantor), other than (i) any Indonesian
      Subsidiary (other than PTFI) 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 counterparty
      that is a Lender (or Affiliate of a Lender) under this Agreement or the Parent
      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 Parent 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 either Borrower or
      any ERISA Affiliate is (or, if such plan were terminated, would under
      Section 4069 of ERISA be deemed to be) an “employer” as defined in
      Section 3(5) of ERISA.

     

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

     

    “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


     

    
      
        
        

      

      
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    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 FCX 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 (a) “Project Financing” shall not include any Indebtedness
      or Attributable Debt the proceeds of which are applied to acquire a going
      concern and (b) any Project Financing of PTFI shall be Non-Recourse
      Indebtedness.

     

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

     

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

     

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

     

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

     

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

     

    “PTFI
      Shares” means capital stock of PTFI.

     

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

     

    “PTII
      Shares” means capital stock of PTII.

     

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

     

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

     

    “Purchasing
      Card Program” means a Purchasing Card Program established for FCX by a
      Lender, a “Revolving Lender” under the Parent Credit Agreement or an Affiliate
      of a Lender or such a “Revolving Lender”, pursuant to which such Lender,


     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    “Revolving
      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 FCX and do not constitute Collateral (after
      giving effect to any release contemplated by Section 6.05(c)(iii)) or owned
      by
      PTII or (b) the issuance from time to time by PTFI of shares of PTFI (in each
      case, the “Transferred Shares”) which in the case of clause (a) and
      clause (b) satisfies the following requirements:

     

    (i)
      the
      aggregate amount of shares of capital stock of PTFI which are, directly or
      indirectly, sold, issued or transferred in such transaction does not exceed
      9.36% of the outstanding shares of capital stock of PTFI (shares of PTFI owned
      by PTII being deemed transferred for purposes of the foregoing in the same
      proportion as the number of 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);

     

    (iv)
      to
      the extent payable to FCX, 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 FCX 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 PCA 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”.

     

    
      
        
        

      

      
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    “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 FCX or any Restricted
      Subsidiary (other than any Receivables Subsidiary), pursuant to which FCX 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 FCX 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 and unused
      Commitments (other than Swingline Commitments) representing more than 50% of
      the
      aggregate Revolving Exposures and unused Commitments (other than Swingline
      Commitments) at such time.

     

    “Restricted
      Indebtedness” means any Indebtedness of FCX 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 FCX 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 FCX or any option, warrant or other right
      to
      acquire any such Equity Interests in FCX.

     

    “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 Restated 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 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    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 Restated 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).

     

    “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 $500,000,000.

     

    “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.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    “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).

     

    “RTF”
      means Rio Tinto Finance plc, a company organized under the laws of England
      and a
      wholly owned subsidiary of RTZ.

     

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

     

    “RTZ
      Documents” means the Participation Agreement (including the Financial and
      Accounting Procedures thereunder) and each other material agreement in
      connection therewith.

     

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

     

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

     

    “RTZ
      Interests” means the interests of PT Rio Tinto Indonesia in the Contract of
      Work and the Joint Account Assets pursuant to the Participation Agreement and
      in
      the Concentrate Sales Agreements of PTFI pursuant to the FI Trust
      Agreement.

     

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

     

    “Second
      Amended and Restated FCX Pledge Agreement (PTFI Shares)” means the Second
      Amended and Restated FCX Pledge Agreement (PTFI Shares) stated in deed number
      110 dated July 26, 2006, amending and restating the Amended and Restated FCX
      Pledge Agreement (PTFI Shares) stated in deed number 5 dated November 11, 2003,
      as amended by the First Amendment to the FCX Pledge Agreement stated in deed
      number 10 dated March 31, 2004 (which amended and restated the Pledge of Shares
      stated in deed number 42 dated October 19, 2001) pursuant to which FCX granted
      a
      perfected first priority security interest under Indonesian law in a portion
      of
      the Pledged PTFI Shares for the ratable benefit of the holders of the
      Obligations (as defined in the Existing Credit Agreement).

     

    “Secured
      Obligations” means (a) the “Obligations” as defined in the Parent Credit
      Agreement other than any such obligations in respect of the “Obligations” as
      defined herein, (b) the due and punctual payment and performance of all
      obligations of FCX 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 FCX or any Restricted Subsidiary to JPMCB, a Lender under
      this Agreement or the Parent Credit Agreement or any of their Affiliates in
      respect of cash management services provided to FCX or any Restricted Subsidiary
      and (d) the due and punctual payment and performance of all obligations owed
      from time to time by FCX or any Restricted Subsidiary to Lenders, “Revolving
      Lenders” under the Parent 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.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    “Secured
      Parties” has the meaning assigned to such term in the Collateral
      Agreement.

     

    “Security
      Agent” means JPMCB, not in its individual capacity, but as Security Agent
      for the Lenders.

     

    “Security
      Documents” means the Collateral Agreement, the Indonesian Guarantee
      Agreement, the FI Security Documents, 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 FCX 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.

     

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

     

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

     

    “Significant
      Subsidiary” means any Subsidiary of FCX 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 FCX or any Restricted Subsidiary
      that
      FCX 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 

     

    
      
        
        

      

      
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    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 FCX.

     

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

     

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

     

    “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, 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 FCX 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 FCX 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
      FCX
      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
      Loans” has the meaning assigned to such term in the Parent Credit
      Agreement.

     

    “Third
      Amended and Restated FCX Pledge Agreement (PTFI Shares)” means an amended
      and restated pledge agreement substantially in the form of the Second Amended
      and Restated FCX Pledge Agreement (PTFI Shares), with such modifications


     

    
      
        
        

      

      
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    as
      may be
      necessary to reflect the amendment and restatement of the Existing Credit
      Agreement in the form of the Existing Restated Credit Agreement and in form
      and
      substance satisfactory to the Administrative Agent and the Required Lenders,
      pursuant to which FCX grants a perfected first priority security interest under
      Indonesian law in the Pledged PTFI Shares for the ratable benefit of the holders
      of the Obligations.

     

    “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 Secured
      Obligations.

     

    “Third
      Amended and Restated Fiduciary Assignment” means the Third Amended and
      Restated Fiduciary Assignment stated in deed number 107 dated July 26, 2006,
      amending and restating the Second Amended and Restated Fiduciary Assignment
      stated in deed number 3 dated November 11, 2003, as amended by deed number
      8
      dated March 31, 2004 (which amended and restated the Amendment and Restatement
      of Fiduciary Assignment of Accounts (Penyerahan Hak Atas Tagihan) stated in
      deed
      number 39 dated October 19, 2001) granted by PTFI and PT-Rio Tinto Indonesia
      to
      the Secured Parties (as defined in the Existing Credit Agreement).

     

    “Third
      Amended and Restated Fiduciary Transfer” means the Third Amended and
      Restated Fiduciary Transfer stated in deed number 108 dated July 26, 2006,
      amending and restating the Second Amended and Restated Fiduciary Transfer stated
      in deed number 8 dated November 11, 2003, as amended by deed number 11 dated
      March 31, 2004 (which amended and restated the Amendment and Restatement of
      Fiduciary Transfer of Assets (Penyerahan Hak Secara Fidusia) stated in deed
      number 43 dated October 19, 2001) granted by PTFI to the Secured Parties (as
      defined in the Existing Credit Agreement).

     

    “Third
      Amended and Restated JAA Fiduciary Transfer” means the Third Amended and
      Restated JAA Fiduciary Transfer stated in deed number 106 dated July 26 2006,
      amending and restating the Second Amended and Restated JAA Fiduciary Transfer
      stated in deed number 2 dated November 11, 2003, as amended by deed number
      7
      dated March 31, 2004 (which amended and restated the Amendment and Restatement
      of Fiduciary Transfer of Assets (Penyerahan Hak Secara Fidusia) of Joint Account
      Assets stated in deed number 38 dated October 19, 2001) granted by PTFI and
      PT-Rio Tinto Indonesia to the Secured Parties (as defined in the Existing Credit
      Agreement).

     

    “Third
      Amended and Restated Lender Fiduciary Assignment” means the Third Amended
      and Restated Lender Fiduciary Assignment stated in deed number 109 dated July
      26, 2006, amending and restating the Second Amended and Restated Lender
      Fiduciary Assignment stated in deed number 12 dated March 31, 2004 (which
      amended and restated the Amendment and Restatement of Fiduciary Assignment
      of
      Accounts (the Penyerahan Hak Atas Tagihan) stated in deed number 44 dated
      October 19, 2001) granted by PTFI to the to the Secured Parties (as defined
      in
      the Existing Credit Agreement).

     

    “Third
      Amended and Restated Lender Surat Kuasa” means the Third Amended and
      Restated Lender Surat Kuasa stated in deed number 114 dated July 26, 2006,
      amending and restating the Second Amended and Restated Lender Surat Kuasa stated
      in deed number 10 dated November 11, 2003, as amended by deed number 13 dated
      March 31, 2004 (which amended and restated the Lender Surat Kuasa (Power of
      Attorney) Amendment and Restatement stated in deed number 45 dated October
      19,


     

    
      
        
        

      

      
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    2001)
      granted by PTFI to the Secured Parties (as defined in the Existing Credit
      Agreement).

     

    “Third
      Amended and Restated Surat Kuasa” means the Third Amended and Restated Surat
      Kuasa stated in deed number 113 dated July 26, 2006, amending and restating
      the
      Second Amended and Restated Surat Kuasa stated in deed number 4 dated November
      11, 2003, as amended by deed number 9 dated March 31, 2004, which amended and
      restated the Surat Kuasa (Power of Attorney) Amendment and Restatement stated
      in
      deed number 40 dated October 19, 2001 granted by PTFI and PT-Rio Tinto Indonesia
      to the FI Trustee.

     

    “Total
      Debt” means, as of any date, the sum as of such date of (a) the aggregate
      principal amount of Funded Debt of FCX 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 FCX and the
      Restricted Subsidiaries outstanding as of such date, minus (c) the lesser
      as of such date of (i) $1,000,000,000 and (ii) the aggregate amount of Available
      Domestic Cash.

     

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

     

    “Total
      Secured Debt” means, as of any date, the sum as of such date of (a) the
      aggregate principal amount of Funded Debt of FCX and the Restricted Subsidiaries
      outstanding as of such date that is secured by any asset of FCX 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 FCX 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 Maturity Date” means March 19, 2012.

     

    “Transaction
      Costs” means all fees, costs and expenses incurred or payable by FCX 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 FCX and each of its Subsidiaries party thereto
      of the Parent 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

     

    
      
        
        

      

      
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      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.

     

    “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 Parent 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 Parent Credit Agreement relating to such
      Letters of Credit and “Letters of Credit” that have not yet been reimbursed by
      or on behalf of the Borrowers 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.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    SECTION
      1.04.  Accounting
      Terms; GAAP.  Except as otherwise expressly provided herein, all
      terms of an accounting or financial nature shall be construed in accordance
      with
      GAAP, as in effect from time to time; provided that, if FCX notifies the
      Administrative Agent that FCX 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 FCX 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 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    such
      financial statements, FCX shall deliver together with such financial statements
      a reconciliation in reasonable detail of such financial statements to such
      different GAAP.

     

     

    ARTICLE
      II

     

    The
      Credits

     

    SECTION
      2.01.  Revolving
      Commitments.  Subject to the terms and conditions set forth
      herein, each Lender agrees to make Revolving Loans to the Borrowers 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 Borrowers may borrow, prepay and
      reborrow Revolving Loans.

     

    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
      Type
      made by the Lenders ratably in accordance with their respective
      Commitments.  The failure of any Lender to make any Loan required to
      be made by it shall not relieve any other Lender of its obligations hereunder,
      provided that the Commitments of the Lenders are several and no Lender
      shall be responsible for any other Lender’s failure to make Loans as
      required.

     

    (b)  Subject
      to Section 2.13, each Revolving Borrowing shall be comprised entirely of
      ABR Loans or Eurodollar Loans as the applicable Borrower may request in
      accordance herewith, provided that all Borrowings made on the Amendment
      Effective Date must be made as ABR Borrowings unless the applicable 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
      applicable Borrower to repay such Loan in accordance with the terms of this
      Agreement.

     

    (c)  At
      the
      commencement of each Interest Period for any Eurodollar Borrowing, such
      Borrowing shall be in an aggregate amount that is an integral multiple of
      $1,000,000 and not less than $5,000,000.  At the time that each ABR
      Borrowing is made, such Borrowing shall be in an aggregate amount that is an
      integral multiple of $1,000,000 and not less than $5,000,000.  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 15 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, neither Borrower shall be entitled to
      request, or to elect to convert or continue, any Borrowing if the Interest
      Period requested with respect thereto would end after the Revolving Maturity
      Date.

     

    
      
        
        

      

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

     

    (i)  the
      aggregate amount of such Borrowing;

     

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

     

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

     

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

     

    (v)  the
      location and number of the 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 applicable Borrower by promptly
      crediting the amounts so received, in like funds, to an account of such Borrower
      maintained with the Administrative Agent in New York City and designated by
      such
      Borrower in the applicable Borrowing Request; provided that ABR Loans
      made to finance the reimbursement of an LC Disbursement as provided in Section
      2.05(e) shall be remitted by the Administrative Agent to the 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 applicable
      Borrower a corresponding amount.  In such event, if a Lender has not
      in fact made its share of the applicable Borrowing available to the
      Administrative Agent, then the applicable Lender and the applicable Borrower
      severally agree to pay to the Administrative Agent forthwith on demand such
      corresponding amount with interest thereon, for each day from and including
      the
      date such amount is made available to such Borrower to but excluding the date
      of
      payment to the Administrative Agent, at (i) in the case of such Lender, the
      greater of the Federal Funds Effective Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on interbank
      compensation or (ii) in the case of such 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, (A) either Borrower may request
      the issuance of Letters of Credit for its own account, (B) FCX may request
      the
      issuance of Letters of Credit for the account of any Restricted Subsidiary
      (other than PTFI) and (C) subject to Section 6.04 and to the last sentence
      of this paragraph, FCX may request the issuance of Letters of Credit for the
      account of Unrestricted Subsidiaries, in any case in a form reasonably
      acceptable to the Administrative Agent and the 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 Lender and each
      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 Lenders hereby agree that
      upon the effectiveness of any redesignation of a Letter of Credit under Section
      2.05(a)(iii) of the Parent Credit Agreement (a “PA Letter of Credit”) as
      a Letter of Credit, the Issuing Bank that issued such Letter of Credit shall
      be
      deemed, without further action by any party hereto, to have granted to each
      Lender, and each Lender shall be deemed to have purchased from such Issuing
      Bank, a participation in such Letter of Credit in accordance with paragraph
      (d)
      below, and on and after the effectiveness of any such redesignation, such Letter
      of Credit shall constitute a Letter of Credit for all purposes hereof;
provided in each case that (A) the applicable Borrower shall by notice to
      the Administrative Agent identify the PA Letters of Credit to be redesignated
      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 

     

    
      
        
        

      

      
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    issuance,
      amendment, renewal or extension of a Letter of Credit under this Agreement
      shall
      be satisfied (or waived in accordance with Section 9.02).

     

    (iv)
      Upon the Effective Date, the
      holders immediately prior to the Effective Date of participations in any
      outstanding letters of credit under the Existing Credit Agreement were deemed
      to
      release their participations in such letters of credit and concurrently, each
      Revolving Lender on the Effective Date was deemed to acquire a participation
      in
      such letters of credit under this Agreement in an amount equal to such Lender’s
      Applicable Percentage on the Effective Date of the aggregate amount available
      to
      be drawn under such Letter of Credit.

     

    (b)  Notice
      of Issuance, Amendment, Renewal, Extension; Certain
      Conditions.  To request the issuance of a Letter of Credit (or the
      amendment, renewal or extension of an outstanding Letter of Credit), a Borrower
      shall hand deliver or telecopy (or transmit by electronic communication, if
      arrangements for doing so have been approved by the 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 applicable 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 Parent 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
      that shall have requested such Letter of Credit (a “Requesting
      Borrower”), include a provision whereby such Letter of Credit shall be
      renewed automatically for additional consecutive periods of one year or less
      (but not beyond the date that is five Business Days prior to the Revolving
      Maturity Date) unless the applicable Issuing Bank notifies the beneficiary
      thereof at least 30 days prior to the then-applicable expiration date that
      such
      Letter of Credit will not be renewed.

     

    (d)  Participations.  By
      the issuance of a Letter of Credit (or an amendment to a Letter of Credit
      increasing the amount thereof) and without any further action on the part of
      the
      applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby
      grants to each Revolving Lender, and each Revolving Lender hereby acquires
      from
      such Issuing Bank, a participation in such Letter of Credit equal to such
      Lender’s Applicable 

     

    
      
        
        

      

      
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    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 Borrowers on the date due as provided in paragraph (e) of
      this
      Section, or of any reimbursement payment required to be refunded to either
      Borrower for any reason.  Each 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 Requesting Borrower shall reimburse such LC Disbursement by paying to the
      Administrative Agent an amount equal to such LC Disbursement not later than
      2:00
      p.m., New York City time, on the date that such LC Disbursement is made, if
      such
      Requesting Borrower shall have received notice of such LC Disbursement prior
      to
      10:00 a.m., New York City time, on such date, or, if such notice has not been
      received by such Requesting Borrower prior to such time on such date, then
      not
      later than (i) 2:00 p.m., New York City time, on the Business Day that such
      Requesting Borrower receives such notice, if such notice is received prior
      to
      10:00 a.m., New York City time on the day of receipt, or (ii) 12:00 noon, New
      York City time, on the Business Day immediately following the day that such
      Requesting Borrower receives such notice, if such notice is not received prior
      to 10:00 a.m., New York City time, on the day of receipt; provided that
      such Requesting Borrower may, subject to the conditions to borrowing set forth
      herein, request in accordance with Section 2.03 or 2.19 that such payment be
      financed with a Borrowing in an equivalent amount and, to the extent so
      financed, such Requesting Borrower’s obligation to make such payment shall be
      discharged and replaced by the resulting Borrowing.  If a Requesting
      Borrower fails to make such a payment when due, the Administrative Agent shall
      notify each Revolving Lender of the applicable LC Disbursement, the payment
      then
      due from such Requesting Borrower in respect thereof and such Lender’s
      Applicable Percentage thereof.  Promptly following receipt of such
      notice, each Revolving Lender shall pay to the Administrative Agent its
      Applicable Percentage of the payment then due from such Requesting Borrower,
      in
      the same manner as provided in Section 2.04 with respect to Loans made by
      such Lender (and Section 2.04 shall apply, 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 a Requesting 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
      applicable Requesting Borrower of its obligation to reimburse such LC
      Disbursement.

     

    (f)  Obligations
      Absolute.  The Borrowers’ obligation to reimburse LC Disbursements
      as provided in paragraph (e) of this Section shall be absolute,
      unconditional and irrevocable, and shall be performed strictly in accordance
      with the terms of this Agreement under any and all circumstances whatsoever
      and
      irrespective of 

     

    
      
        
        

      

      
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    (i)
      any
      lack of validity or enforceability of any Letter of Credit or this Agreement,
      or
      any term or provision therein, (ii) any draft or other document presented under
      a Letter of Credit proving to be forged, fraudulent or invalid in any respect
      or
      any statement therein being untrue or inaccurate in any respect, (iii) payment
      by an Issuing Bank under a Letter of Credit against presentation of a draft
      or
      other document that does not comply with the terms of such Letter of Credit,
      or
      (iv) any other event or circumstance whatsoever, whether or not similar to
      any
      of the foregoing, that might, but for the provisions of this Section, constitute
      a legal or equitable discharge of, or provide a right of setoff against, the
      Borrowers’ 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 Borrowers to the extent of any direct damages
      (as opposed to consequential damages, claims in respect of which are hereby
      waived by the Borrowers to the extent permitted by applicable law) suffered
      by
      the Borrowers that are caused by 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 Requesting 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 Requesting 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 Requesting Borrower shall reimburse such LC Disbursement in
      full on the date such LC Disbursement is made, the unpaid amount thereof shall
      bear interest, for each day from and including the date such LC Disbursement
      is
      made to but excluding the date that the Requesting Borrower reimburses such
      LC
      Disbursement, at the rate per annum then applicable to ABR Loans;
provided that, if the Requesting Borrower fails to reimburse such LC
      Disbursement when due pursuant to paragraph (e) of this Section, then
      Section 2.12(c) shall apply.  Interest accrued pursuant to this
      paragraph shall be for the account of the applicable Issuing Bank, except that
      interest accrued on and after the date of payment by any Lender pursuant to
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    such
      Issuing Bank shall be for the account of such Revolving Lender to the extent
      of
      such payment.

     

    (i)  Replacement
      of an Issuing Bank.  An Issuing Bank may be replaced at any time
      by written agreement among the Borrowers, the Administrative Agent, the replaced
      Issuing Bank and the successor Issuing Bank.  The Administrative Agent
      shall notify the Lenders of any such replacement of an Issuing
      Bank.  At the time any such replacement shall become effective, the
      Borrowers shall pay all unpaid fees accrued for the account of the replaced
      Issuing Bank pursuant to Section 2.11(b).  From and after the
      effective date of any such replacement, (i) the successor Issuing Bank shall
      have all the rights and obligations of 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 Borrowers are required to provide cash collateral pursuant
      to Section 2.10(b) or if FCX 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 Borrowers receive 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 FCX provides notice of such election,
      as applicable, the Borrowers shall deposit in an account with the Administrative
      Agent, in the name of the Administrative Agent and for the benefit of the
      Lenders, an amount in cash equal to the LC Exposure as of such date plus any
      accrued and unpaid interest thereon; provided that the obligation to
      deposit such cash collateral shall become effective immediately, and such
      deposit shall become immediately due and payable, without demand or other notice
      of any kind, (i) upon the occurrence of any Event of Default with respect to
      either Borrower described in clause (g) or (h) of Article VII or (ii)
      upon the occurrence of the circumstances described in Section
      2.10(b).  Each such deposit shall be held by the Administrative Agent
      as collateral for the payment and performance of the obligations of the
      Borrowers under this Agreement, and the Borrowers hereby grant the Lenders
      a
      security interest in all funds and investments in such account to secure such
      obligations.  The Administrative Agent shall have exclusive dominion
      and control, including the exclusive right of withdrawal, over such
      account.  Other than any interest earned on the investment of such
      deposits, which investments shall be made at the option and sole discretion
      of
      the Administrative Agent and at the Borrowers’ risk and expense, such deposits
      shall not bear interest.  Interest or profits, if any, on such
      investments shall accumulate in such account.  Moneys in such account
      shall be applied by the Administrative Agent to reimburse the Issuing 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 Borrowers under this
      Agreement.  If the Borrowers are required to provide an amount of cash
      collateral hereunder as a result of the occurrence of an Event of Default or
      FCX
      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
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    Default,
      within three Business Days after all Events of Default have been cured or
      waived, or (ii) in the case of any such election, after the delivery of
      financial statements showing compliance with the financial ratio requirements
      set forth in Sections 6.14 and 6.15 or after receipt of written consent to
      such
      release from the Required 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 Requesting 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 applicable Borrower may elect to convert such
      Borrowing to a different Type or to continue such Borrowing and, in the case
      of
      a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided
      in
      this Section.  A Borrower may elect different options with respect to
      different portions of the affected Borrowing, in which case each such portion
      shall be allocated ratably among the Lenders holding the Loans comprising such
      Borrowing, and the Loans comprising each such portion shall be considered a
      separate Borrowing.  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 applicable Borrower shall notify
      the
      Administrative Agent of such election by telephone by the time that a Borrowing
      Request would be required under Section 2.03 if such Borrower were
      requesting a 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 applicable Borrower.

     

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

     

    (i)  the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, the


     

    
      
        
        

      

      
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    portions
      thereof to be allocated to each resulting Borrowing (in which case the
      information to be specified pursuant to clauses (iii) and (iv) below
      shall be specified for each resulting Borrowing);

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      2.07.  Termination
      and Reduction of Commitments.  (a)  Unless previously
      terminated, 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, (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, and (iii)
      FCX shall not terminate or reduce the Revolving Commitments unless it has
      obtained the prior approval required therefor under Section 6.11(b) of the
      Parent Credit Agreement.

     

    (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 

     

    
      
        
        

      

      
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    delivered
      by FCX pursuant to this Section shall be irrevocable; provided that a
      notice of termination of the Revolving Commitments delivered by FCX may state
      that such notice is conditioned upon the effectiveness of other financings
      or of
      asset dispositions, in which case such notice may be revoked by FCX (by notice
      to the Administrative Agent on or prior to the specified effective date) if
      such
      condition is not satisfied.  Any termination or reduction of the
      Commitments of any Class shall be permanent.  Each reduction of the
      Commitments of any Class shall be made ratably among the Lenders in accordance
      with the amounts of their Commitments of such Class.

     

    SECTION
      2.08.  Repayment of
      Loans; Evidence of Debt.  (a)  Each 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, and (ii) 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 Borrowers to such Lender resulting
      from each Loan made by such Lender, including the amounts of principal and
      interest payable and paid to such Lender from time to time
      hereunder.

     

    (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 each Borrower to
      each
      Lender hereunder and (iii) the amount of any sum received by the
      Administrative Agent hereunder for the account of the Lenders and each Lender’s
      share thereof.

     

    (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 either
      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 Borrowers shall prepare, execute
      and deliver to such Lender a promissory note payable to the order of such Lender
      (or, if requested by such Lender, to such Lender and its registered assigns)
      and
      in a form approved by the Administrative Agent.  Thereafter, the Loans
      evidenced by such promissory note and interest thereon shall at all times
      (including after assignment pursuant to Section 9.04) be represented by one
      or more promissory notes in such form payable to the order of the payee named
      therein (or, if such promissory note is a registered note, to such payee and
      its
      registered assigns).

     

    SECTION
      2.09.  [intentionally
      omitted]

     

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

     

    
      
        
        

      

      
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    (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
      Borrowers 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 Borrowers shall provide
      cash collateral in an aggregate amount equal to such excess in accordance with
      Section 2.05(j).

     

    (c)  Prior
      to
      any prepayment of Borrowings hereunder, the Borrowers 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.

     

    (d)  The
      applicable 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 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).  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
      Borrowers agree to pay to the Administrative Agent for the account of each
      Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
      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)  Each
      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 requested by such Borrower, which shall
      accrue at the same Applicable Rate used to determine the interest rate
      applicable to Eurodollar Revolving Loans on the average daily amount of such
      Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
      LC Disbursements) during the period from and including the 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 

     

    
      
        
        

      

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

     

    (d)  All
      fees
      payable hereunder shall be paid on the dates due, in immediately available
      funds, to the Administrative Agent (or to 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 either 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 a Borrower shall be payable by such Borrower
      in
      arrears on each Interest Payment Date for each such Loan and, in the case of
      Revolving Loans, upon termination of the Revolving Commitments; provided
      that (i) interest accrued pursuant to paragraph (c) of this Section
      shall be payable on demand, (ii) in the event of any repayment or
      prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior
      to the end of the Revolving Availability Period), accrued 

     

    
      
        
        

      

      
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    interest
      on the principal amount repaid or prepaid shall be payable on the date of such
      repayment or prepayment and (iii) in the event of any conversion of any
      Eurodollar Loan prior to the end of the current Interest Period therefor,
      accrued interest on such Loan shall be payable on the effective date of such
      conversion.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    (c)  If
      any
      Lender or 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
      Borrowers 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 Borrowers and shall be conclusive absent
      manifest error.  The Borrowers (or the Borrower in respect of the Loan
      or Letter of Credit, if any, to which such compensation request is attributable)
      shall pay such Lender 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
      Borrowers shall not be required to compensate a Lender or an Issuing Bank
      pursuant to this Section for any increased costs or reductions incurred more
      than 180 days prior to the date that such Lender or such Issuing Bank, as
      the case may be, notifies the Borrower of the Change in Law giving rise to
      such
      increased costs or reductions and of such Lender’s or such Issuing Bank’s
      intention to claim compensation therefor; provided further that,
      if 

     

    
      
        
        

      

      
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    the
      Change in Law giving rise to such increased costs or reductions is retroactive,
      then the 180-day period referred to above shall be extended to include the
      period of retroactive effect thereof.

     

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

     

    SECTION
      2.16.  Taxes.  (a)  Any
      and all payments by or on account of any obligation of either Borrower 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 either Borrower shall be required to deduct any
      Indemnified Taxes or Other Taxes from such payments, then (i) the sum
      payable shall be increased as necessary so that after making all required
      deductions (including deductions applicable to additional sums payable under
      this Section) the Administrative Agent, Lender or Issuing Bank (as the case
      may
      be) receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) such Borrower shall make such deductions and
      (iii) such Borrower shall pay the full amount deducted to the relevant
      Governmental Authority in accordance with applicable law.

     

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

     

    (c)  Each
      Borrower shall indemnify the Administrative Agent, each Lender and 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 a Borrower hereunder or under any other
      Loan
      Document (including Indemnified Taxes or Other Taxes imposed or asserted on
      or
      attributable to amounts payable under this Section) and any penalties, interest
      and reasonable expenses arising therefrom or with respect thereto, whether
      or
      not such Indemnified Taxes or Other Taxes were correctly or legally imposed
      or
      asserted by the relevant Governmental 

     

    
      
        
        

      

      
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    Authority,
      provided, however, that the Borrowers 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 a
      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 either
      Borrower to a Governmental Authority, such Borrower shall deliver to the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Authority evidencing such payment, a copy of the return
      reporting such payment or other evidence of such payment reasonably satisfactory
      to the Administrative Agent.

     

    (e)  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 Borrowers or with respect to which the
      Borrowers have 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 Borrowers 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
      Borrowers, upon the request of the Administrative Agent, such Lender or such
      Issuing Bank, agrees to repay the amount paid over to the Borrowers (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 either Borrower is located,
      or
      any treaty to which such jurisdiction is a party, with respect to payments
      under
      this Agreement shall deliver to the applicable Borrower (with a copy to the
      Administrative Agent), at the time or times prescribed by applicable law, such
      properly completed and executed documentation prescribed by applicable law
      or
      reasonably requested by such Borrower 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 such
      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
      FI
      Trustee, 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.

     

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

     

    (i)  PTFI
      shall indemnify the Administrative Agent, the FI Trustee, the Collateral Agent,
      the Security Agent, each Lender (or permitted assignee or Participant)


     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Each
      Non-Indonesian Lender shall use reasonably diligent efforts to deliver to PTFI
      such certificates, forms or other documents as may be necessary under any other
      provision of applicable law (including any amendment, modification or supplement
      to Form 6166 or such analogous form referred to in the second preceding
      sentence) to reduce the withholding rate of Indonesian Taxes with respect to
      payments of interest on Loans of such Non-Indonesian Lender on or by the 90th
      day following the date on which PTFI shall have delivered to such Non-Indonesian
      Lender written notice of the existence of such provision of applicable law
      together with a copy thereof (accompanied by a verified English translation
      if
      such provision of applicable law is not in English); provided,
however, that such Non-Indonesian Lender shall not be required to
      

     

    
      
        
        

      

      
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    deliver
      any such certificate, form or other document that would, in the reasonable
      judgment of such Non-Indonesian Lender, be otherwise disadvantageous to such
      Non-Indonesian Lender; and providedfurther that such
      Non-Indonesian Lender shall have no obligation to deliver any such certificates,
      forms or other documents that it is not legally able to deliver or with respect
      to information deemed by such Non-Indonesian Lender to be confidential or
      proprietary.

     

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

     

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

     

    
      
        
        

      

      
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    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 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 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 either Borrower
      pursuant to and in accordance with the express terms of this Agreement or any
      payment obtained by a Lender as consideration for the assignment of or sale
      of a
      participation in any of its Loans or participations in LC Disbursements to
      any
      assignee or participant, other than to such Borrower or any Subsidiary or
      Affiliate thereof (as to which the provisions of this paragraph shall
      apply).  Each Borrower consents to the foregoing and agrees, to the
      extent it may effectively do so under applicable law, that any Lender acquiring
      a participation pursuant to the foregoing arrangements may exercise against
      either Borrower rights of set-off and counterclaim with respect to such
      participation as fully as if such Lender were a direct creditor of such Borrower
      in the amount of such participation.

     

    (d)  Unless
      the Administrative Agent shall have received notice from a Borrower prior to
      the
      date on which any payment is due to the Administrative Agent for the account
      of
      the Lenders or an Issuing Bank hereunder that such Borrower will not make such
      payment, the Administrative Agent may assume that such Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption and in its sole discretion, distribute to the Lenders or such Issuing
      Bank, as the case may be, the amount due.  In such event, if such
      Borrower has not in fact made such payment, then each of the Lenders or 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 either Borrower is required to pay any additional amount to
      any Lender or any Governmental Authority for the account of any Lender pursuant
      to Section 2.16, then such Lender shall use reasonable efforts to designate
      a different lending office for funding or booking its Loans hereunder or to
      assign its rights and obligations hereunder to another of its offices, branches
      or affiliates, if, in the judgment of such Lender, such designation or
      assignment (i) would eliminate or reduce amounts payable pursuant to
      Section 2.14 (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

     

    
      
        
        

      

      
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     not
      otherwise be disadvantageous to such Lender.  Each Borrower hereby
      agrees to pay all reasonable costs and expenses incurred by any Lender in
      connection with any such designation or assignment.

     

    (b)  If
      any
      Lender requests compensation under Section 2.14 (other than
      paragraph (b) thereof), or if either Borrower is required to pay any
      additional amount to any Lender or any Governmental Authority for the account
      of
      any Lender pursuant to Section 2.16, or if any Lender defaults in its
      obligation to fund Loans hereunder, 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
      FCX
      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 Borrowers shall have received the prior written consent of the
      Administrative Agent (and, if a Revolving Commitment is being assigned, each
      Principal Issuing Bank and the Swingline Lender), which consent shall not
      unreasonably be withheld, (ii) such Lender shall have received payment of
      an amount equal to the outstanding principal of its Loans and participations
      in
      LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
      and
      all other amounts payable to it hereunder, from the assignee (to the extent
      of
      such outstanding principal and accrued interest and fees) or the Borrowers
      (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 a
      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 Borrowers 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
      Borrowers 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
      $50,000,000 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 Borrowers may borrow, prepay and reborrow
      Swingline Loans.

     

    (b)  To
      request a Swingline Loan, a 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 a Borrower.  The Swingline Lender shall make each
      Swingline Loan available to the Borrower that shall have requested such
      Swingline Loan by means of a credit to the general deposit account of such
      Borrower maintained with the Swingline Lender (or, in the case of a


     

    
      
        
        

      

      
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    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 an Issuing Bank, to such Lenders and such Issuing Bank as their
      interests may appear) by 3:00 p.m., New York City time, on the requested date
      of
      such Swingline Loan.

     

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

     

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    Each
      of
      FCX and PTFI 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:

     

    
      
        
        

      

      
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    SECTION
      3.01.  Organization;
      Powers.  Each Borrower, each Loan Party and each of FCX’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 each
      Borrower and constitutes, and each other Loan 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 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 either
      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 either 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 either 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)  FCX has
      heretofore furnished to the Lenders FCX’s consolidated balance sheet and


     

    
      
        
        

      

      
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    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 FCX and its consolidated
      Subsidiaries as of such dates and for such periods in accordance with GAAP,
      subject to year-end audit adjustments and the absence of footnotes in the case
      of the statements referred to in clause (ii) above.

     

    (b)  FCX
      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 Borrower nor any of the
      Restricted Subsidiaries has, as of the Amendment Effective Date, any material
      contingent liabilities, unusual long-term commitments or unrealized losses
      that
      would reasonably be expected to give rise to a Material Adverse
      Effect.

     

    (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, FCX 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, FCX 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 FCX 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 FCX, threatened
      against or affecting FCX 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 FCX nor any of its Restricted Subsidiaries (i) has
      failed to comply with any applicable Environmental Law or to obtain, maintain
      or
      comply with 

     

    
      
        
        

      

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

     

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

     

    SECTION
      3.09.  Taxes.  FCX
      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 FCX
      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, each 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 Restated Credit Agreement, such projected financial 

     

    
      
        
        

      

      
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    information
      has not been modified by FCX 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 FCX and each
      Subsidiary in, each Subsidiary of FCX (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 FCX 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.  FCX believes that the insurance maintained by or on behalf of
      FCX 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 FCX or any Subsidiary pending or, to
      the
      knowledge of FCX, threatened, that would reasonably be expected to result,
      individually or in the aggregate, in a Material Adverse Effect.  The
      consummation of the Transactions will not give rise to any right of termination
      or right of renegotiation on the part of any union under any collective
      bargaining agreement to which FCX 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 or the Security Agent, as applicable,
      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 PCA Loan
      Parties in the Collateral subject thereto, prior 

     

    
      
        
        

      

      
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    and
      superior to the rights of any other Person (subject only to Liens permitted
      under Section 6.02).  Without limiting the foregoing, upon execution
      thereof and upon service of notice of the pledge on the party against whom
      the
      pledged rights must be exercised, the FCX Pledge Agreement, when executed and
      delivered, will be in full force and effect and will constitute first priority,
      perfected security interests in favor of the Collateral Agent or the Security
      Agent, as applicable, in the Pledged PTFI Shares for the ratable benefit of
      the
      holders of the Obligations.

     

    (c)  The
      Liens
      created by the FI Security Documents will be in full force and effect and
      constitute first priority (except for Liens expressly permitted by Section
      6.02), (i) upon execution of the FI Security Documents Amendments (and, in
      the
      case of the Fourth Amended and Restated Fiduciary Transfer, the Fiduciary
      Assignment of Accounts, the Fiduciary Transfer of Joint Account Assets and
      the
      Fourth Amended and Restated Lender Fiduciary Assignment, upon registration
      thereof at the Fiduciary Registration Office - Jakarta Region), perfected
      security interests in favor of the FI Trustee, the FI Security Agent, the
      Security Agent or the JAA Security Agent, as the case may be, for the ratable
      benefit of the FI Secured Parties (other than RTF), in the property and assets
      stated to be subject to each such FI Security Document, and (ii) upon execution
      thereof and registration thereof at the Fiduciary Registration Office - Jakarta
      Region, the Fourth Amended and Restated Lender Fiduciary Assignment will be
      in
      full force and effect and will constitute first priority (except for Liens
      expressly permitted by Section 6.02), perfected security interests in favor
      of
      the Security Agent for the ratable benefit of the FI Secured Parties (other
      than
      RTF) in the Indebtedness owing to PTFI pledged thereunder.

     

    (d)  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) 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 FCX, 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 FCX 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) FCX and its Subsidiaries, on a consolidated 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)
      FCX 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.

     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    Conditions

     

    SECTION
      4.01.  Amendment
      Effective Date.  The amendment of the Existing Restated Credit
      Agreement in the form of this Agreement shall not become effective until the
      date on which each of the following conditions is satisfied (or waived in
      accordance with Section 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 each Borrower, confirming compliance with the conditions set forth
      in
      paragraphs (a) and (b) of Section 4.02.

     

    (d)  The
      Existing Parent Credit Agreement shall have been amended and restated as the
      Parent 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 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 under this Agreement or any other Loan
      Document.

     

    (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 pursuant to the Parent Credit Agreement, shall
      receive) payment in full of the principal of and interest accrued on each
      Tranche B Term Loan (as defined in the Existing Parent Credit Agreement) 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 Borrowers thereunder, shall
      have been (or, substantially simultaneously with the funding of the term loans
      

     

    
      
        
        

      

      
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    on
      the
      Amendment Effective Date pursuant to the Parent Credit Agreement, 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
      Borrowers 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 Borrowers and the Subsidiaries, substantially in the form of Exhibit
      D-2, (iii) local counsel in each jurisdiction where a Subsidiary Guarantor,
      a
      Subsidiary Grantor (as defined in the Collateral Agreement) or a Permitted
      Pledgee the Equity Interests in which are being pledged pursuant to the
      Collateral Agreement or any Foreign Pledge Agreement is organized, in each
      case
      in form and substance reasonably satisfactory to the Administrative Agent,
      (iv)
      Indonesian counsel for the Borrowers, substantially in the form of Exhibit
      D-3,
      and (v) Indonesian counsel for the Lenders, substantially in the form of Exhibit
      D-4.

     

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

     

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

     

    The
      Administrative Agent shall promptly notify the Borrowers 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)  (i)
      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.

     

    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)
      and (b) of this Section.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    Affirmative
      Covenants

     

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

     

    SECTION
      5.01.  Financial
      Statements and Other Information.  FCX will furnish to the
      Administrative Agent and each Lender for each of FCX and PTFI (for purposes
      of
      this Section 5.01, each of FCX and PTFI is referred to as a “Reporting
      Person”):

     

    (a)  within
      95
      days after the end of each fiscal year of such Reporting Person, beginning
      with
      fiscal year 2007, an audited consolidated balance sheet of such Reporting Person
      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 such Reporting Person and its consolidated Subsidiaries on a
      consolidated basis in accordance with GAAP consistently applied; provided
      that PTFI shall only be required to furnish such audited reports for any fiscal
      year to the extent otherwise available, and if such audited reports are not
      otherwise available for any fiscal year, PTFI shall instead within 95 days
      after
      the end of such fiscal year, furnish an unaudited consolidated balance sheet
      of
      PTFI and its consolidated Subsidiaries and related unaudited 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 certified by one of its Financial Officers as
      presenting fairly in all material respects the financial condition and results
      of operations of PTFI 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;

     

    (b)   within
      50 days after the end of each of the first three fiscal quarters of each fiscal
      year of such Reporting Person, an unaudited consolidated balance sheet of such
      Reporting Person 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 such Reporting Person 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;

     

    
      
        
        

      

      
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    (c)  concurrently
      with any delivery of financial statements of FCX under clause (a) or (b) above,
      a certificate of a Financial Officer of FCX (i) certifying as to whether a
      Default has occurred and, if a Default has occurred, specifying the details
      thereof and any action taken or proposed to be taken with respect thereto,
      (ii)
      at any time that any Revolving Exposure is outstanding (other than outstanding
      Letters of Credit that have been fully cash collateralized in accordance with
      Section 2.05(j)), setting forth reasonably detailed calculations demonstrating
      compliance with the Financial Covenants, (iii) setting forth reasonably detailed
      calculations of Consolidated Net Income, Consolidated Adjusted Net Income,
      Consolidated EBITDA, Consolidated Total Assets, Consolidated Revenues, Equity
      Proceeds, Restricted Uses and the Restricted Uses Basket as at the end of and
      for the applicable fiscal period, (iv) stating whether any change in GAAP or
      in
      the application thereof has occurred since the date of the audited financial
      statements referred to in Section 3.04 and, if any such change has occurred,
      specifying the effect of such change on the financial statements accompanying
      such certificate, (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, and (vi) certifying as to compliance with all Exchange
      Filing Requirements or specifying the details of any noncompliance and any
      action taken or proposed to be taken with respect thereto;

     

    (d)  concurrently
      with any delivery of financial statements under clause (a) above, a certificate
      of the 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 FCX, 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 either 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;

     

    (g)  in
      the
      case of PTFI, (x) copies to the Administrative Agent of all notices alleging
      or
      claiming a breach or default or with respect to any matter which could
      reasonably be expected to have a material adverse effect upon the FI Collateral
      and Rights (i) by or to Indonesian Governmental Authorities in connection with
      the FI Project or pursuant to the Contract of Work or the Memorandum of
      Understanding or (ii) by or to or from its stockholders alleging or claiming
      a
      breach or default relating to their shareholding in PTFI or with respect to
      any
      other matter, and (y) a copy of any proposed amendment to the 

     

    
      
        
        

      

      
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    Contract
      of Work or Memorandum of Understanding prior to execution and delivery thereof;
      and

     

    (h)  promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of such 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, FCX 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 FCX 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 FCX 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.  FCX will furnish to the Administrative
      Agent and the Collateral Agent prompt written notice of any change (i) in any
      PCA Loan Party’s legal name, (ii) in any PCA 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 PCA Loan Party’s organization.  FCX 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.  Each Borrower will, and will cause each
      Restricted Subsidiary 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).

     

    
      
        
        

      

      
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    SECTION
      5.05.  Payment
      of Obligations.  Each Borrower will, and will cause each
      Restricted Subsidiary 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) such Borrower or such Restricted 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, each Borrower will, and will cause each Restricted Subsidiary
      to, keep and maintain all property material to the conduct of its business
      in
      good working order and condition, ordinary wear and tear excepted.

     

    SECTION
      5.07.  Insurance.  Each
      Borrower will, and will cause each Restricted Subsidiary to, maintain, with
      financially sound and reputable insurance companies (a) 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.  Each Borrower will, and
      will cause each Restricted Subsidiary to, keep proper books of record and
      account sufficient to permit the preparation of financial statements in
      accordance with GAAP.  Each Borrower will, and will cause each
      Restricted Subsidiary 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 Borrowers’ 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
      Borrowers at any time during normal business hours and upon reasonable advance
      notice.  The Administrative Agent and the Lenders shall give each
      Borrower the opportunity to participate in any discussions with such Borrower’s
      independent accountants.

     

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

     

    (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, each Borrower
      

     

    
      
        
        

      

      
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    will,
      and
      will cause each Subsidiary 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
      Borrowers and the 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 either Borrower
      is in default of its obligations under this paragraph, the Borrowers will,
      at
      the request of the Required Lenders through the Administrative Agent, provide
      to
      the Lenders within 60 days after such request, at the expense of the Borrowers,
      an environmental site assessment report for the properties to which such default
      relates, prepared by an environmental consulting firm reasonably acceptable
      to
      the Administrative Agent and evaluating whether or not Hazardous Materials
      are
      likely to have been released at or to have adversely affected the property,
      or
      otherwise resulted in Environmental Liability and the estimated cost of any
      compliance or remedial action in connection with such matters.

     

    (c)  Each
      Borrower will in good faith and with commercially reasonable efforts, and will
      similarly cause each Subsidiary 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, PTFI will
      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, PTFI will conduct its operations in
      accordance with the current International Council on Mining and Metals’ (ICMM)
      principles referenced in Schedule 5.10A, and adhere to ICMM current commitments
      on World Heritage properties included in Schedule 5.10B.  In addition,
      FCX will participate in the Extractive Industries Transparency Initiative dated
      as of June 16, 2003.

     

    (d)  Each
      Borrower will, and will cause each Restricted Subsidiary 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, FCX will, at
      the
      Borrowers’ 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. Each Borrower will, and will cause each Restricted Subsidiary
      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.

     

    
      
        
        

      

      
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    (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 Credit 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.  Letters of Credit and the
      proceeds of the Revolving Loans and Swingline Loans drawn on and after the
      Amendment Effective Date will be used for working capital and other general
      corporate purposes of the Borrowers and their Subsidiaries.  No part
      of the proceeds of any Loan will be used, whether directly or indirectly, for
      any purpose that entails a violation (including on the part of any Lender)
      of
      Regulation U or X of the Board.  FCX shall ensure that at all times
      not more than 25% of the value of the assets subject to the provisions of
      Sections 6.02 and 6.05 will consist of Margin Stock (as defined in Regulation
      U
      of the Board); provided that FCX may permit such Margin Stock to exceed 25%
      of
      the value of the assets subject to the provisions of Sections 6.02 and 6.05
      if
      FCX shall have otherwise put into place currently effective arrangements to
      ensure compliance with Regulation U and X and the Administrative Agent shall
      have received an opinion satisfactory to it as to such compliance from a law
      firm satisfactory to the Administrative Agent.

     

    SECTION
      5.12.  Additional
      Subsidiaries.  If any additional Restricted Subsidiary is formed
      or acquired during any fiscal quarter after the Effective Date, FCX 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, the Security 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 a Borrower.

     

    SECTION
      5.13.  Further
      Assurances.  (a)  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
      Security 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.  Each Borrower also
      agrees to provide to the Administrative Agent, the Security Agent or the
      Collateral Agent, from time to time upon reasonable request, evidence reasonably
      satisfactory to the Collateral Agent or Security Agent, as applicable, as to
      the
      perfection and priority of the Liens created or intended to be created by the
      Security Documents or the FI Security Documents.

     

    (b)  If
      any
      material assets (including any real property or improvements thereto or any
      interest therein) are acquired by PTFI after the Amendment Effective Date (other
      than (i) assets constituting Collateral under the Security Documents that become
      subject to the Lien of the Security Documents upon acquisition thereof and
      (ii)
      assets that are subject to a Lien permitted by Section 6.02(c), (d), (e), (f),
      (g), (j), (k), (o) or (p) hereof (or to the extent relating to Liens permitted
      by such Sections, Section 6.02(i) hereof), but only so long as such assets
      are
      subject to such Liens), PTFI will notify the Administrative Agent, the Security
      Agent and the Lenders thereof, and, if requested by the Administrative Agent,
      the Security Agent or the Required Lenders, PTFI will cause such assets to
      be
      subjected to a Lien securing the Obligations and will take such actions as
      shall
      be necessary or reasonably requested by the Administrative Agent or the Security
      

     

    
      
        
        

      

      
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    Agent
      to
      grant and perfect such Liens, including actions described in paragraph (a)
      of this Section, all at the expense of the Loan Parties.

     

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

     

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

     

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

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

     

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

     

    (i)  (A)
      Indebtedness created under the Loan Documents, (B) Indebtedness created under
      the Parent Credit Agreement and the “Loan Documents” thereunder, and (C) (1)
      Ratable Guarantees of Ratable Obligations by the PCA 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 FCX to any Restricted Subsidiary and of any Restricted Subsidiary to FCX
      or
      any other Restricted Subsidiary; provided that any such Indebtedness (A)
      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 and shall have been pledged pursuant to the
      Collateral Agreement and (B) owing to PTFI, 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 Fourth Amended and Restated Lender Fiduciary
      Assignment and/or the Lender Security Agreement Fourth Amendment, as
      applicable;

     

    (iv)  secured
      or unsecured Indebtedness of FCX 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 of the Parent Credit Agreement;

     

    (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;

     

    
      
        
        

      

      
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    (xi)  other
      Indebtedness of the Restricted Subsidiaries and Attributable Debt in respect
      of
      sale and leaseback transactions permitted pursuant to Section 6.06(c) in an
      aggregate principal amount at any time outstanding, taken together with all
      outstanding secured Indebtedness of FCX incurred under clause (x), (A) not
      in
      excess of the greater of $1,500,000,000 and 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)  FCX
      will
      not permit PTFI nor any other Restricted Subsidiary to issue any preferred stock
      or other preferred Equity Interests; provided that PTFI and any
      Restricted Subsidiary may issue preferred stock or other preferred Equity
      Interests in an aggregate stated amount not in excess of $500,000,000;
provided that no such preferred stock or preferred Equity Interests shall
      be subject to any redemption, repurchase or defeasance requirement prior to
      the
      date six months after the Tranche B Maturity Date.

     

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

     

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

     

    (b)  Permitted
      Encumbrances;

     

    (c)  any
      Lien
      on any property or asset of FCX 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 FCX 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 FCX 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 

     

    
      
        
        

      

      
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    completion
      of such acquisition, construction or improvement, (C) the Indebtedness or
      Attributable Debt  secured thereby does not exceed by more than a de
      minimis amount the cost of acquiring, constructing or improving such fixed
      or
      capital assets and (D) such Liens shall not apply to any other property or
      assets of FCX 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 FCX 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
      FCX 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 FCX 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 FCX 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 FCX 

     

    
      
        
        

      

      
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    permitted
      hereby, which amounts shall have been placed in interest reserve accounts in
      connection with the issuance of such Indebtedness to secure the obligations
      under, such Indebtedness;

     

    (m)  the
      RTZ
      Interests;

     

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

     

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

     

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

     

    SECTION
      6.03.  Fundamental
      Changes.  (a)  Each Borrower will not, and will not
      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)  Each
      Borrower will not, and will not 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, (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 FCX determines
      in good faith that such liquidation or dissolution is in the best interests
      of
      FCX and is not materially disadvantageous to the Lenders, (iii) any Restricted
      

     

    
      
        
        

      

      
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    Subsidiary
      may merge into PTFI in a transaction in which the surviving entity is PTFI
      and
      (iv) PTFI may engage in a transaction permitted under Section 9.18(c);
provided that such transaction shall not constitute a Proscribed
      Consolidation and the surviving corporation in any merger involving a Loan
      Party
      shall be a Loan Party.

     

    (c)  FCX
      will
      not engage in any business or activity other than (i) the ownership of (A)
      outstanding Equity Interests in Subsidiaries that are pledged as Collateral
      to
      the extent required by the Collateral and Guarantee Requirement (subject to
      the
      Collateral and Guarantee Minimum Requirement), (B) Indebtedness owed by
      Subsidiaries that is pledged as Collateral, (C) cash and Permitted Investments
      that with 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)  Each
      Borrower will not, and will not permit any Restricted Subsidiary to, engage
      to
      any material extent in any business other than businesses of the type


     

    
      
        
        

      

      
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    conducted
      by FCX and its Restricted Subsidiaries on the Effective Date and businesses
      reasonably related thereto.

     

    SECTION
      6.04.  Investments
      in Unrestricted Subsidiaries.  Each Borrower will not, and will
      not permit any Restricted Subsidiary 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, FCX 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
      of FCX 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)  Each Borrower will not, and will not permit
      any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of
      all
      or substantially all the assets of FCX and the Restricted
      Subsidiaries.

     

    (b)  Each
      Borrower will not, and will not permit any Restricted Subsidiary to, sell,
      transfer, lease or otherwise dispose of any asset, including any Equity Interest
      owned by it, nor will FCX 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 a 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

     

    
      
        
        

      

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

     

    provided
      that:

     

    
      	
               

            	
              (A)

            	
              except
                as permitted under Section 6.05(c), no such sale, transfer, lease
                or other
                disposition of any Equity Interests in any PCA 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 PTFI will not, and will not permit any of its
      subsidiaries (other than Unrestricted Subsidiaries) to, sell, transfer, lease
      or
      otherwise dispose of any significant operating assets, or (except in connection
      with a Project Financing or sale and leaseback transaction permitted by Section
      6.06 that is Non-Recourse Indebtedness) any assets subject to any Lien under
      any
      of the FI Security Documents to any other Person;

     

    
      
        
        

      

      
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    (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;
      and

     

    (iii)  no
      Pledged PTFI Shares shall be sold in any transaction under clause (ii) unless
      all the capital stock of PTFI then held by FCX and not constituting Pledged
      PTFI
      Shares, if any, is sold in such transaction.  Each of the Collateral
      Agent and the Security Agent is hereby authorized and directed in the case
      of
      any sale of Pledged PTFI Shares together with all unpledged PTFI Shares in
      compliance with Section 6.05(b)(iii) or this Section 6.05(c) to release any
      and
      all Liens of the Secured Parties and the FI Secured Parties
      therein.

     

    SECTION
      6.06.  Sale
      and Leaseback Transactions.  Each Borrower will not, and will not
      permit any Restricted Subsidiary to, enter into any arrangement, directly or
      indirectly, whereby it shall sell or transfer any property, real or personal,
      used or useful in its business, whether now owned or hereinafter acquired,
      and
      thereafter rent or lease such property or other property that it intends to
      use
      for substantially the same purpose or purposes as the property sold or
      transferred, except for (a) any such sale and leaseback of any fixed or capital
      assets that is made for cash consideration in an amount not less than the cost
      of such fixed or capital asset and is consummated within 180 days after such
      Borrower or such Restricted Subsidiary acquires or completes the construction
      of
      such fixed or capital asset; (b) any such sale and leaseback of 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.  Each Borrower will not, and will not permit any
      Restricted Subsidiary 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 FCX 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)  FCX
      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 

     

    
      
        
        

      

      
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    payment
      thereof), so long as the Required Lenders shall not have given notice to FCX
      that such dividends shall not be permitted to be paid during the pendency of
      such Event of Default,

     

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

     

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

     

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

     

    (b)  Each
      Borrower will not, and will not 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;

     

    
      
        
        

      

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

     

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

     

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

     

    (viii)  payments
      of Indebtedness created under the Parent Credit Agreement and the “Loan
      Documents” thereunder.

     

    (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 under the Parent Credit
      Agreement and (ii) the sum of (A) the aggregate unused Revolving Commitments,
      (B) the aggregate unused Commitments (as defined in the Parent 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)  Each Borrower will not, and will
      not 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 such Borrower or such
      Restricted Subsidiary than could be obtained on an arm’s-length basis from
      unrelated third parties; provided that transactions involving


     

    
      
        
        

      

      
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    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 FCX,
      (ii) transactions among FCX and its Restricted Subsidiaries and
      (iii) any Restricted Payment permitted by Section 6.08.

     

    (b)  PTFI
      will
      not make any contribution or transfer of any substantial portion of its assets,
      the Contract of Work or any rights thereunder to FCX, any Restricted Subsidiary
      or any other Affiliate other than (i) cash dividends permitted to be paid to
      FCX
      pursuant to Section 6.08(a), (c) and (d) and (ii) transfers of Block B Assets
      in
      permitted Project Financings.

     

    SECTION
      6.10.  Restrictive
      Agreements.  Each Borrower will not, and will not permit any
      Restricted Subsidiary to, directly or indirectly, enter into, incur or permit
      to
      exist any agreement or other arrangement that prohibits, restricts or imposes
      any condition upon the ability of the Borrowers or any Restricted
      Subsidiary to create, incur or permit to exist any Lien to secure the
      Obligations and the Secured 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 Parent 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 PTFI or any PCA 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 

     

    
      
        
        

      

      
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    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.  Each Borrower will not, and will not
      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 or to have an adverse effect in any
      significant respect upon the FI Collateral and Rights.

     

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

     

    SECTION
      6.13.  Designation
      of Unrestricted Subsidiaries.  (a)  FCX 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 FCX 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)  FCX
      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 of FCX 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 by a
      PCA Loan Party shall be released unless each Ratable Guarantee by such PCA
      Loan
      Party shall be released upon the release of such PCA Loan Party’s Guarantee of
      the Secured Obligations.

     

    
      
        
        

      

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

     

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

     

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

     

    Upon
      any
      such RS Designation with respect to an Unrestricted Subsidiary (i) FCX 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 FCX)
      of
      the net assets of such Subsidiary at the time of such RS Designation and
      (ii) FCX 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
      FCX 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)), FCX will not,
      without the approval of the Required 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)), FCX will not,
      without the approval of the Required 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;

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      6.17.  Covenants
      Relating to the RTZ Transactions.  Neither Borrower will, directly
      or indirectly enter into any amendment or modification of (i) the
      Participation Agreement (including the Financial and Accounting Procedures
      thereunder) in each case from and after the Effective Date or (ii) any
      other material agreement in connection therewith, at any time, in each case
      other than pursuant to documents approved by the Required Lenders which would
      (or could reasonably be expected to) have an adverse effect upon the FI
      Collateral and Rights or impair the ability of either Borrower or any Restricted
      Subsidiary to perform all of their respective obligations under the Loan
      Documents (including under this Section 6.17).  Without the prior
      written approval of the Required Lenders, PTFI shall not (a) consent to (I)
      any “Closedown” (as such term is defined in the Participation Agreement) or any
      amendment or modification of such term, (II) any amendment, modification or
      waiver of Section 7.5.1.1, 7.5.1.3 or 10.5 or Annex A of the Participation
      Agreement, or (III) any amendment, modification or waiver of any RTZ Document
      that could, directly or indirectly, result in a significant reduction of Block
      A
      Base Production in any annual period (other than any adjustments to Block A
      Base
      Production effected in accordance with Section 16.4.2 of the Participation
      Agreement as in effect on the Effective Date as a result of the occurrence
      of
      any of the causes referred to in Section 16.4.1 of the Participation Agreement
      as in effect on the Effective Date or similar force majeure events),
      (b) consent to any assignment by RTZ or PT-Rio Tinto Indonesia of the RTZ
      Documents or their respective obligations thereunder, (c) waive any
      material default by RTZ under the RTZ Documents, (d) agree to any reduction
      in
      annual production from Contract Block A (as defined in the Contract of Work),
      other than annual production from Greenfield Projects and Sole Risk Ventures
      (as
      such terms are defined in the Participation Agreement), which might foreseeably
      result in PTFI receiving cashflow after payment of all Operating Costs
      attributable to it which would not be sufficient to pay in full all its
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    Privatization
      Agreements (as such term is defined in the Participation Agreement) and the
      Loan
      Documents, as and when they are likely to come due, (e) amend or agree to any
      amendment of any agreement to which the Administrative Agent has not also agreed
      if, as a result of such amendment, a term defined in the FI Intercreditor
      Agreement or the Side Letter by reference to a term defined in such amended
      agreement would be changed or (f) resign as the Operator under the Participation
      Agreement.  Subject to the penultimate sentence of this
      Section 6.17, PTFI and its Restricted Subsidiaries shall not cause or
      permit any assets of it or its Restricted Subsidiaries to be or become Joint
      Account Assets under the Participation Agreement for other than full fair market
      compensation, nor shall either Borrower grant or provide (or permit any
      Restricted Subsidiary to grant or provide) any additional security or collateral
      to secure any obligation to RTZ or its Affiliates other than the transfer of
      the
      RTZ Interests as required by the Participation Agreement, in each case
      subject to the terms of the FI Intercreditor Agreement and the FI Trust
      Agreement.  PTFI and its Restricted Subsidiaries shall not engage in
      any transaction (other than the RTZ Transactions) or dealing with, or assign
      or
      transfer any assets to, PT-Rio Tinto Indonesia or any of its Affiliates other
      than on an arm’s-length basis.  PTFI shall promptly provide to the
      Administrative Agent copies of (i) all amendments, modifications, waivers and
      supplements to the RTZ Documents, (ii) all annual financial reports and budgets
      pursuant to the Participation Agreement and (iii) all other material notices
      and
      reports under the RTZ Documents.  PTFI shall also conduct Joint
      Operations (as defined in the Participation Agreement) in a manner which does
      not prevent or adversely affect, and at all times shall retain rights under
      the
      Contract of Work and tangible assets sufficient for, Block A Base Production
      pledged to the Lenders.

     

     

    ARTICLE
      VII

     

    Events
      of Default

     

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

     

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

     

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

     

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

     

    (d)  either
      Borrower shall fail to observe or perform any covenant, condition or agreement
      contained in Section 5.02(a) or 5.04 (with respect to the existence of
      either Borrower) or in Article VI or Section 9.15;

     

    
      
        
        

      

      
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    (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 FCX (which notice will be given at the request of any
      Lender);

     

    (f)  (i)
      an
“Event of Default” shall exist under the Parent Credit Agreement; (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, PTFI 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
      either Borrower, any Subsidiary Guarantor or any other Restricted Subsidiary
      that is a Significant Subsidiary (each, a “Material Company”) or its
      debts, or of a substantial part of its assets, under any Federal, state or
      foreign bankruptcy, insolvency, receivership or similar law now or hereafter
      in
      effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for any Material Company or for a substantial
      part of its assets, and, in any such case, such proceeding or petition shall
      continue undismissed for 60 days or an order or decree approving or ordering
      any
      of the foregoing shall be entered;

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (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 or FI 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 or on any material amount of
“Collateral” under any FI Security Document, with the priority required by the
      applicable Security Document or FI Security Document, as the case may be, 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 or Security Agent to maintain possession of
      any
      stock certificates, promissory notes or other instruments delivered to it under
      any Security Document;

     

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

     

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

     

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

     

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

     

    (q)  a
      Change
      in Control shall occur;

     

    then,
      and
      in every such event (other than an event with respect to either Borrower
      described in clause (g) or (h) of this Article), and at any time
      thereafter during the continuance of such event, the Administrative Agent may,
      and at the request of the Required Lenders shall, by notice to the Borrowers,
      take any or all of the following actions, at the same or different
      times:  (i) terminate the Commitments, and thereupon the
      Commitments shall terminate immediately, (ii) declare the Loans then
      outstanding to be due and payable in whole (or in part, in which case any
      principal not so declared to be due and payable may thereafter be declared
      to be
      due and payable), and thereupon the principal of the Loans so declared to be
      due
      and payable, together with accrued interest 

     

    
      
        
        

      

      
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    thereon
      and all fees and other obligations of the Borrowers accrued hereunder, shall
      become  due and payable immediately, without presentment, demand,
      protest or other notice of any kind, all of which are hereby waived by each
      Borrower and (iii) exercise any or all the remedies then available under
      the Security Documents; and in case of any event with respect to either Borrower
      described in clause (g) or (h) of this Article, the Commitments shall
      automatically terminate and the principal of the Loans then outstanding,
      together with accrued interest thereon and all fees and other obligations of
      the
      Borrowers accrued hereunder, shall automatically become due and payable, without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by each Borrower.

     

     

    ARTICLE
      VIII

     

    The
      Agents and the FI Trustee

     

    Each
      of
      the Lenders, the Agents and the Issuing Banks hereby irrevocably appoints (a)
      JPMCB as Administrative Agent under this Agreement and the other Loan Documents
      (including in its capacity as Operator Selection Representative under the
      Operator Replacement Agreement), (b) JPMCB as Collateral Agent for the Lenders,
      the Agents and the Issuing Banks under this Agreement and the other Loan
      Documents, (c) JPMCB as Security Agent for the Lenders, the Agents and the
      Issuing Banks under this Agreement and the other Loan Documents, (d) JPMCB
      as
      JAA Security Agent for the Lenders, the Agents and the Issuing Banks under
      this
      Agreement and the other Loan Documents, (e) Merrill as the Syndication Agent
      for
      the Lenders, the Agents and the Issuing Banks under this Agreement and the
      other
      Loan Documents, and (f) U.S. Bank National Association to act as FI Trustee
      for
      the Lenders under the FI Trust Agreement and the Operator Replacement Agreement
      and as FI Security Agent for the Lenders under the Surat Kuasa and the Fiduciary
      Assignment of Accounts.  Each Lender, each Agent and each Issuing Bank
      (x) confirms and agrees to be bound by the terms of the FI Trust Agreement,
      the
      FI Intercreditor Agreement, the Side Letter and the other Loan Documents and
      (y)
      agrees that the FI Trustee in accepting its appointment and in acting under
      the
      FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa and
      the
      Fiduciary Assignment of Accounts shall be entitled to all the rights,
      immunities, privileges, protections, exculpations, indemnifications, liens
      and
      other benefits applicable to its acting as trustee under the FI Trust
      Agreement.  Each Lender, 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, the
      Security Agent, the JAA Security Agent, the Syndication Agent and the FI Trustee
      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
      FI Trustee, and each of such Lenders and its Affiliates may accept deposits
      from, lend money to and generally engage in any kind of business with the
      Borrowers or any Subsidiary or other Affiliate thereof as if it were not an
      Agent or the FI Trustee.

     

    No
      Agent
      shall have any duties or obligations except those expressly set forth in the
      applicable Loan Documents.  Without limiting the generality of the


     

    
      
        
        

      

      
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    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 either 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 Parent 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 either Borrower or a Lender, and no
      Agent shall not be responsible for or have any duty to ascertain or inquire
      into
      (i) any statement, warranty or representation made in or in connection with
      any
      Loan Document, (ii) the contents of any certificate, report or other document
      delivered thereunder or in connection therewith, (iii) the performance or
      observance of any of the covenants, agreements or other terms or conditions
      set
      forth in any Loan Document, (iv) the validity, enforceability, effectiveness
      or
      genuineness of any Loan Document or any other agreement, instrument or document,
      or (v) the satisfaction of any condition set forth in Article IV or elsewhere
      in
      any Loan Document, other than to confirm receipt of items expressly required
      to
      be delivered to such Agent.

     

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

     

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

     

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

     

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

     

    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 Borrowers.  Upon any such resignation by
      the Administrative Agent or the Collateral Agent, the Required Lenders shall
      have the right, in consultation with the Borrowers, to appoint a successor
      Administrative Agent or Collateral Agent (subject to the approval of the
      Required Lenders under the Parent Credit Agreement), Security Agent or JAA
      Security Agent, as the case may be.  If no successor shall have been
      so appointed by the Required Lenders and shall have accepted such appointment
      within 30 days after the retiring Agent gives notice of its resignation, then
      the retiring Agent may, on behalf of the Lenders, appoint a successor
      Administrative Agent, Collateral Agent, Security Agent or JAA Security 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, the Collateral Agent, the Security Agent or the JAA
      Security Agent, as the case may be, hereunder by a successor, such successor
      Administrative Agent, Collateral Agent, Security Agent or JAA Security Agent,
      as
      applicable, shall succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Agent, and the retiring Agent shall be
      discharged from its duties and obligations hereunder.  The fees
      payable by the Borrowers to a successor Agent shall be the same as those payable
      to its predecessor unless otherwise agreed between the Borrowers and such
      successor.  After any Agent’s resignation hereunder, the provisions of
      this Article and Section 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 

     

    
      
        
        

      

      
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    Loan
      Document or related agreement or any document furnished hereunder or
      thereunder.

     

    The
      obligations of the Administrative Agent, Collateral Agent, Security Agent,
      JAA
      Security Agent, the FI Trustee, the FI Security 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, the Collateral Agent, Security Agent and
      the
      JAA Security Agent will not, except as contemplated by this paragraph, consent
      to any modification, supplement or waiver of any Security Document and the
      FI
      Trustee will not consent to any modification, supplement or waiver of the FI
      Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa or the
      Fiduciary Assignment of Accounts.  Notwithstanding any other provision
      of this Article VIII, the Administrative Agent, the Collateral Agent, the
      Security Agent, the JAA Security Agent, the FI Security Agent and the FI Trustee
      will, at the request of FCX or PTFI, 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, the Collateral Agent,
      the
      Security Agent, the JAA Security Agent, the FI Security Agent or the FI Trustee,
      as applicable, upon receipt by the Administrative Agent of a certificate from
      a
      Financial Officer of FCX specifying the asset to be released and the related
      transaction and certifying that after giving effect thereto, no Event of Default
      shall occur or be continuing, specific assets (which may either be released
      from
      the Lien of the Security Documents or excluded from the after-acquired property
      clauses of the Security Documents) as required to be released to allow sales,
      transfers or other dispositions, secured financings, capital leases and sale
      leaseback transactions and pledges of assets expressly permitted
      hereby.  In addition, upon consummation of a Project Financing by a
      Project Financing Subsidiary, to the extent releases are requested in a
      certificate from a Financial Officer of FCX, which certificate shall certify
      that after giving effect to such releases no Event of Default shall occur or
      be
      continuing and that such releases are in conformity with clause (D) of the
      Collateral and Guarantee Requirement, such Project Financing Subsidiary and,
      if
      applicable, its parent shall automatically be released from its Guarantee and
      the pledge of the Equity Interests in such Project Financing Subsidiary shall
      be
      released.  It is understood and agreed that releases in connection
      with this paragraph shall not require any further consent of the Required
      Lenders.

     

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

     

    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 

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (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 a 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.  Any notice delivered to FCX shall be deemed also to have
      been given to PTFI, and such notice shall be deemed to have been given to PTFI
      on the day it is deemed to have been given to FCX.

     

    SECTION
      9.02.  Waivers;
      Amendments.  (a)  No failure or delay by any Agent, the
      FI Trustee, 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 FI
      Trustee, 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, the FI Trustee, 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 each Borrower
      and the Required Lenders or, in the case of any other Loan Document, pursuant
      to
      an agreement or agreements in writing entered into by the Administrative Agent
      and the Loan Party or Loan Parties that are parties thereto, in each case with
      the consent of the Required Lenders; provided that no such agreement
      shall (i) increase the Commitment of any Lender without the written consent
      of such Lender, (ii) reduce or forgive the principal amount of any Loan or
      LC Disbursement or reduce the rate of interest thereon, or reduce any fees
      payable hereunder, without the written consent of each Lender affected thereby,
      (iii) postpone the maturity of any Loan, or the required date of
      reimbursement of any LC Disbursement under Section 2.05, or any date for
      the payment of any interest or fees payable hereunder, or reduce the amount
      of,
      waive or excuse any such payment, or postpone the scheduled date of expiration
      of any Commitment, without the written consent of each Lender affected thereby,
      (iv) change Section 2.17(b) or (c) in a manner that would alter
      the pro rata sharing of payments required thereby, without the written
      consent of each Lender, (v) change any of the provisions of this Section or
      the
      percentage set forth in the definition of “Required 

     

    
      
        
        

      

      
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    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, additional extensions of credit or revolving commitments pursuant
      to
      this Agreement may be included in the determination of the Required Lenders
      on
      substantially the same basis as the Revolving Commitments on the Amendment
      Effective Date), (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, the FI Trustee,
      any Issuing Bank or the Swingline Lender without the prior written consent
      of
      such Agent, the FI Trustee, 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; and (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.  Notwithstanding the foregoing, any
      provision of this Agreement may be amended by an agreement in writing entered
      into by the Borrowers, the Required Lenders and the Administrative Agent if
      (i)
      by the terms of such agreement any remaining Commitment and/or Revolving
      Exposure of each Lender not consenting to the amendment provided for therein
      shall terminate upon the effectiveness of such amendment and (ii) at the time
      such amendment becomes effective, each Lender not consenting thereto receives
      payment in full of the principal of and interest accrued on each Loan made
      by it
      and all other amounts owing to it or accrued for its account under this
      Agreement.

     

    SECTION
      9.03.  Expenses;
      Indemnity; Damage Waiver.  (a)  Each Borrower agrees to
      pay (i) all reasonable out-of-pocket expenses incurred by each Agent and
      its Affiliates and the FI Trustee, including the reasonable fees, charges and
      disbursements of counsel for each Agent, in connection with the syndication
      of
      the credit facilities provided for herein, the preparation and administration
      of
      the Loan Documents or any amendments, modifications or waivers of the provisions
      thereof (whether or not the transactions contemplated hereby or thereby shall
      be
      consummated), (ii) all reasonable out-of-pocket expenses incurred by each
      Issuing Bank in connection with the issuance, amendment, extension or renewal
      of
      any Letter of Credit or any demand for 

     

    
      
        
        

      

      
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    payment
      thereunder and (iii) all out-of-pocket expenses incurred by any Agent, the
      FI Trustee, 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)  Each
      Borrower agrees to indemnify each Agent, each Lender and each Issuing Bank,
      the
      FI Trustee and each Related Party of any of the foregoing Persons (each such
      Person being called an “Indemnitee”) against, and hold each Indemnitee
      harmless from, any and all losses, claims, damages, liabilities and related
      expenses, including the fees, charges and disbursements of any counsel for
      any
      Indemnitee, incurred by or asserted against any Indemnitee arising out of,
      in
      connection with, or as a result of (i) the execution or delivery of any
      Loan Document or any other agreement or instrument contemplated hereby, the
      performance by the parties to the Loan Documents of their respective obligations
      thereunder or the consummation of the 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 either Borrower or any of its Subsidiaries, or
      any
      Environmental Liability related in any way to either 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 either Borrower or any of its Subsidiaries or any of their
      respective tenants, contractors or agents) to the extent (and only to the
      extent) first occurring and first existing after title to the relevant real
      property or facility is vested in any Agent or Lender or other party after
      the
      completion of foreclosure proceedings or the granting of a deed-in-lieu of
      foreclosure or similar transfer of title, or (iv) any actual or prospective
      claim, litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory and regardless of whether
      any Indemnitee is a party thereto; provided that such indemnity shall
      not, as to any Indemnitee, be available to the extent that such losses, claims,
      damages, liabilities or related expenses are determined by a court of competent
      jurisdiction by final and nonappealable judgment to have resulted from the
      gross
      negligence or wilful misconduct of such Indemnitee.

     

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

     

    
      
        
        

      

      
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    of
      the
      foregoing is brought against any Lender, any Agent, the FI Trustee, any Issuing
      Bank or other Person indemnified or intended to be indemnified pursuant to
      this
      Section 9.03, PTFI and FCX, to the extent and in the manner directed by
      such indemnified party, will resist and defend such action, suit or proceeding
      or cause the same to be resisted and defended by counsel designated by PTFI
      and
      FCX (which counsel shall be satisfactory to such Lender, such Agent, the FI
      Trustee, such Issuing Bank or other Person indemnified or intended to be
      indemnified).  If PTFI or FCX shall fail to do any act or thing which
      it has covenanted to do hereunder or any representation or warranty on the
      part
      of PTFI or FCX contained in this Agreement shall be breached, any Lender, the
      FI
      Trustee, 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, the FI Trustee, any Issuing Bank or any Agent shall be repayable to
      it
      by PTFI and FCX immediately upon such Person’s demand therefor.

     

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

     

    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) a 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 a 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; provided that a rejurisdictioning
      transaction permitted by Section 9.18(c) shall not require the consent of any
      Lender under this Section 9.04  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
      FI
      Trustee, 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
      Borrowers, the Swingline Lender and each Principal Issuing Bank; provided
      that no consent of either 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 

     

    
      
        
        

      

      
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    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.

     

    (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 unless each of the Borrowers and the Administrative Agent otherwise
      consent; provided that no such consent of either Borrower shall be
      required if an Event of Default under clause (a), (b), (g) or (h) of
      Article VII has occurred and is continuing; 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,
provided that this clause (B) shall not be construed to prohibit
      assignment of a proportionate part of all the assigning Lender’s rights and
      obligations in respect of one Class of Commitments or Loans;

     

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

     

    (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 Borrowers' 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.

     

    
      
        
        

      

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

     

    
      
        
        

      

      
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    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
      Borrowers agree that each Participant shall be entitled to the benefits of
      Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and
      had acquired its interest by assignment pursuant to paragraph (b) of this
      Section.  To the extent permitted by law, each Participant also shall
      be entitled to the benefits of Section 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 Borrowers’ prior written consent.  A
      Participant that would be a Foreign Lender if it were a Lender shall not be
      entitled to the benefits of Section 2.16 unless the Borrowers are notified
      of the participation sold to such Participant and such Participant agrees,
      for
      the benefit of the Borrowers, to comply with Section 2.16(f) as though it
      were a Lender.

     

    (d)  Any
      Lender may, without the consent of the Borrowers 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, the FI Trustee, 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 may
      be executed in counterparts (and by different parties hereto on different


     

    
      
        
        

      

      
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    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 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
      demand, provisional or final, in whatever currency) at any time held and other
      obligations at any time owing (although such obligations may be unmatured)
      by
      such Lender or Issuing Bank or Affiliate to or for the credit or the account
      of
      either Borrower against any of and all the obligations then due of either
      Borrower now or hereafter existing under this Agreement.  The
      applicable Lender or Issuing Bank shall notify the Borrowers 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)  Each
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to any Loan Document, or
      for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York
      State or, to the extent permitted by law, in such Federal court.  Each
      of the parties hereto agrees that a final judgment in any such action or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on the judgment or in any other manner provided by law.  Nothing
      in this Agreement or any other Loan Document shall affect any right that any
      Agent, the FI Trustee, 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 either Borrower or its properties in the courts of any
      jurisdiction.

     

    
      
        
        

      

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

     

    (d)  Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 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.

     

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

     

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

     

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

     

    SECTION
      9.12.  Confidentiality.  Each
      of the Agents, the FI Trustee, 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 

     

    
      
        
        

      

      
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    Section,
      to (i) any actual or prospective assignee of or Participant in any of its
      rights or obligations under this Agreement or (ii) any actual or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to either Borrower or any other Loan Party and its obligations,
      (g) with the consent of the Borrowers or (h) to the extent such
      Information (i) becomes publicly available other than as a result of a
      breach of this Section or (ii) becomes available to any Agent, any Issuing
      Bank or any Lender on a nonconfidential basis from a source other than either
      Borrower.  For the purposes of this Section, “Information”
means all information received from or on behalf of either Borrower
      relating to
      either Borrower or its business, other than any such information that is
      available to any Agent, the FI Trustee, any Issuing Bank or any Lender on a
      nonconfidential basis prior to disclosure by either Borrower.  Any
      Person required to maintain the confidentiality of Information as provided
      in
      this Section shall be considered to have complied with its obligation to do
      so
      if such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information.

     

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

     

    SECTION
      9.14.  Judgment
      Currency.  The specification of payment in dollars and in New York
      City, New York, with respect to amounts payable to any Lender (or permitted
      assignee or Participant), any Agent, the FI Trustee 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 a Borrower under this Agreement or any other Loan Document shall
      not be discharged by an amount paid by such Borrower in another currency or
      in
      another place, whether pursuant to a judgment or otherwise, to the extent that
      the amount so paid on conversion to dollars and transfer to New York City under
      normal banking procedures does not yield the amount of dollars in New York
      City
      due hereunder.  If for the purpose of obtaining judgment in any court
      it is necessary to convert a sum due hereunder in dollars into another currency
      (the “second currency”), the rate of exchange which shall be applied
      shall be that at which in accordance with normal banking procedures the
      Administrative Agent could purchase dollars with the second currency on the
      Business Day next preceding that on which such judgment is
      rendered.  The obligation of a Borrower in respect of any such sum due
      from such Borrower to any Agent, the FI Trustee, 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 

     

    
      
        
        

      

      
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    under
      any
      other Loan Document in the second currency such entitled person may in
      accordance with normal banking procedures purchase in the free market and
      transfer to New York City dollars with the amount of the second currency so
      adjudged to be due; and each Borrower hereby agrees, as a separate obligation
      and notwithstanding any such judgment, to indemnify such entitled person
      against, and to pay such entitled person on demand, in dollars in New York
      City,
      the difference between the sum originally due to such entitled person from
      such
      Borrower in dollars and the amount of dollars so purchased and
      transferred.

     

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

     

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

     

    SECTION
      9.17.  No
      Fiduciary Relationship.  The Borrowers, on behalf of themselves
      and the Subsidiaries, agree that in connection with all aspects of the
      transactions contemplated hereby and any communications in connection therewith,
      the 

     

    
      
        
        

      

      
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    Borrowers,
      the Subsidiaries and their Affiliates, on the one hand, and the Agents, the
      Lenders, the Issuing Banks and their Affiliates, on the other hand, will have
      a
      business relationship that does not create, by implication or otherwise, any
      fiduciary duty on the part of the Agents, the Lenders, the Issuing Banks or
      their Affiliates, and no such duty will be deemed to have arisen in connection
      with any such transactions or communications.

     

    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 Borrowers and at the Borrowers’
expense, the Collateral Agent, the Security Agent, the JAA Security Agent and
      the FI Trustee, as applicable, shall terminate and release all the Collateral
      under the Security Documents (but not, unless specifically requested by FCX
      in
      such notice, any Collateral under the FI Security Documents) and the Collateral
      Agent, the Security Agent, the JAA Security Agent and the FI Trustee, as
      applicable, shall promptly execute and deliver all documents that the Borrowers
      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.  In the event that such
      rejurisdictioning is effected, upon written notice from the Borrowers and at
      the
      Borrowers’ expense, the Collateral Agent shall terminate and release the
      Guarantees provided under the Indonesian Guarantee Agreement by each of PT
      Kencana Infra Nusakarya and PT Kencana Wisata Nusakarya.

     

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

     

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

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

    (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 Borrowers or
      on
      their behalf and relating to the Borrowers, the Subsidiaries or their respective
      businesses may include material non-public information concerning the Borrowers
      and the Subsidiaries or their securities, and confirms that it has developed
      compliance procedures regarding the use of material non-public information
      and
      that it will handle such material non-public information in accordance with
      the
      procedures and applicable law, including Federal and state securities
      laws.

     

    (b)  All
      such
      information, including requests for waivers and amendments, furnished by the
      Borrowers 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 Borrowers and the Subsidiaries
      and their securities.  Accordingly, each Lender represents to the
      Borrowers and the Administrative Agent that it has identified in its
      Administrative Questionnaire a credit contact who may receive information that
      may contain material non-public information in accordance with its compliance
      procedures and applicable law, including Federal and state securities
      laws.

     

    SECTION
      9.20.  Parallel
      Debt.  By execution of this Agreement, the Lenders and the Issuing
      Banks acknowledge the provisions of Section 2 of each of the FCX Pledge
      Agreement, the Fourth Amended and Restated Fiduciary Transfer, the Fiduciary
      Assignment of Accounts, the Fourth Amended and Restated Lender Fiduciary
      Assignment and the Fiduciary Transfer of Joint Account Assets, and hereby
      authorize the Administrative Agent, Collateral Agent and Security Agent, as
      applicable, to accept such clauses on their behalf.

     

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

     


    
      
              

        
        

      

      
        114

        
          

        

      

      
        
        

      

    


    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

            


    

    


    


    


    
      	
              PT
                FREEPORT INDONESIA,

            
	
              by____________________________

            
	 	
              Name:   Robert
                R. Boyce

            
	 	
              Title:Treasurer

            


    

    


    



    
      
           

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              JPMORGAN
                CHASE BANK, N.A., 

              individually
                and as Administrative Agent, 

              Issuing
                Bank, Security Agent, JAA Security 

              Agent
                and Collateral Agent,

            
	
              by____________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    



    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION, 

              as
                FI Trustee,

            
	
              by___________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    



    
      
              

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              MERRILL
                LYNCH, PIERCE, FENNER 

              &
                SMITH INCORPORATED, as Syndication 

              Agent,

            
	
              by___________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    



    
      
              

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              LENDER
                SIGNATURE PAGE TO 

              FREEPORT-MCMORAN
                COPPER & 

              GOLD
                INC./PT FREEPORT INDONESIA 

              AMENDED
                AND RESTATED CREDIT 

              AGREEMENT

            
	 
	
              _________________________________

            
	
              by

            
	 	________________________________
	 	
              Name:

            
	 	
              Title:

            


    

    


     

    
      	
              For
                any Lender requiring a second signature line:

            
	
              by

            	 _______________________________
	 	
              Name:

            
	 	
              Title: