8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 19, 2007
FREEPORT-McMoRan COPPER & GOLD INC.
(Exact Name of Registrant as Specified in Charter)
Delaware	1-9916	74-2480931
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1615 Poydras Street New Orleans, Louisiana		70112
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (504) 582-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

1.   Senior Secured Credit Facilities

On March 19, 2007, Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (“FCX”), entered into a new senior secured credit agreement with JP Morgan Chase Bank, N.A. (“JP Morgan”), as administrative agent and collateral agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”), as syndication agent, and each of the lenders and issuing banks party thereto, and an amended and restated senior secured credit agreement with JP Morgan, as administrative agent, security agent, joint account assets security agent and collateral agent, Merrill, as syndication agent, U.S. Bank National Association, as FI Trustee, and each of the lenders and issuing banks party thereto. JP Morgan Securities, Inc. and Merrill acted as joint lead arrangers and joint bookrunners for these credit agreements.

The senior credit facilities provide senior secured financing of $11.5 billion, consisting of:

·   $1.5 billion 5-year revolving credit facility, which consists of $1.0 billion under the new credit agreement and $500 million under the amended and restated credit agreement;

·   $2.5 billion 5-year Tranche A term loan facility under the new credit agreement; and

·   $7.5 billion 7-year Tranche B term loan facility under the new credit agreement.

The revolving credit facilities are available for letters of credit and loans. The new senior credit facilities are being used to fund FCX’s acquisition of Phelps Dodge Corporation (the “Acquisition”), pay transaction costs, refinance existing debt and for working capital and general corporate purposes.

Interest rates and fees

Pricing for the Tranche A term loan facility and the revolving credit facility is, at the option of FCX, LIBOR or base rate, plus a spread to be determined by reference to a grid based on ratings. Initially, the spreads for the Tranche A term loan facility and the revolving credit facility are LIBOR plus 150 basis points (1.50 percent) per annum or base rate plus 50 basis points (0.50 percent) per annum. In addition, FCX will pay a commitment fee on the unused portion of the revolving credit facility at a rate to be determined by reference to a grid based on ratings. Initially, the commitment fee on the unused portion of the revolving credit facility is 37.5 basis points (0.375 percent) per annum. Pricing for the Tranche B term loan facility is LIBOR plus 175 basis points (1.75 percent) per annum or base rate plus 75 basis points (0.75 percent) per annum, at the option of FCX. Notwithstanding the foregoing, the spreads applicable to all loans under the senior credit facilities will increase by 100 basis points (1.00 percent) if FCX does not provide the collateral agent under the senior credit facilities with certain additional collateral within certain periods of time after the closing of the Acquisition.

Prepayments

The new senior credit facilities will require FCX to prepay outstanding term loans, subject to certain exceptions, with 50 percent of all equity proceeds and excess cash flow, as defined in the new credit agreement, and 100 percent of the net cash proceeds of all assets sales (unless reinvested within specified periods) and issuances of debt not permitted by the terms of the new senior credit facilities. The percentage of equity proceeds required to be prepaid on outstanding loans will decline to 25 percent to the extent that the outstanding indebtedness of FCX and its subsidiaries, net of certain cash, drops below $12.5 billion and will decline to 0 percent to the extent that the outstanding indebtedness of FCX and its subsidiaries, net of certain cash, drops below $7.5 billion. The percentage of excess cash flow, as defined in the new credit agreement, required to be prepaid on outstanding loans under the new senior credit facilities will decline to 25 percent to the extent that the leverage ratio, as defined in the new credit agreement, of FCX drops below 4.0x (or 3.0x if FCX does not provide the collateral agent under the senior credit facilities with certain additional collateral within certain periods of time after the closing of the Acquistion) and to 0 percent to the extent that the ratio drops below 3.0x (or 2.0x if the additional collateral is not provided within the specified periods).  

Guarantees 

All obligations under the senior credit facilities and certain interest rate protection and other permitted hedging arrangements and obligations in respect of certain cash management and purchasing card arrangements are unconditionally guaranteed by most of FCX’s existing and subsequently acquired or organized material domestic and certain foreign subsidiaries. The revolving loans of FCX under the $500 million amended and restated credit agreement are also guaranteed by PT Freeport Indonesia and certain other Indonesian subsidiaries of FCX.

Security

All obligations under the senior credit facilities and certain interest rate protection and other permitted hedging arrangements and obligations in respect of certain cash management and purchasing card arrangements are secured by (i) the stock of FCX’s material domestic subsidiaries and 65 percent (or, in certain cases, 100 percent) of the stock of certain first-tier foreign subsidiaries, (ii) the intercompany indebtedness owed to FCX by its subsidiaries and (iii) deposits and investment accounts of FCX. The revolving loans under the $500 million amended and restated credit agreement are also secured by substantially all of the assets of PT Freeport Indonesia. Notwithstanding the foregoing, all obligations under the senior credit facilities will be secured by substantially all the assets of FCX and certain domestic subsidiaries if FCX does not provide the collateral agent under the senior credit facilities with a pledge of stock of certain subsidiaries held directly by FCX within a certain period of time after the closing of the Acquisition.

Certain covenants

The senior credit facilities contain a number of negative covenants that, among other things, restrict, subject to certain exceptions, FCX’s ability or the ability of FCX’s subsidiaries to: incur additional indebtedness (including guarantee obligations); create liens on assets; enter into sale and leaseback transactions; engage in mergers, liquidations and dissolutions; sell assets; pay dividends, distributions and other payments in respect of capital stock, and purchase FCX capital stock in the open market; repay certain indebtedness, including $6.0 billion of its notes, consisting of $1.5 billion aggregate principal amount of its 8.25% Senior Notes due April 1, 2015, $3.5 billion aggregate principal amount of its 8.375% Senior Notes due April 1, 2017 and $1 billion aggregate principal amount of its Senior Floating Rate Notes due April 1, 2015 (collectively, the “Notes”), or amend the agreements relating thereto; engage in certain transactions with affiliates; change FCX’s fiscal year; create restrictions on FCX’s ability to receive distributions from subsidiaries or create liens on FCX or FCX’s subsidiaries’ assets; and change FCX’s lines of business. In addition, the financial covenants under the senior secured credit facilities require FCX, at any time that any revolving loans or letters of credit are outstanding, not to exceed a maximum total leverage ratio or a maximum secured leverage ratio. The senior secured credit facilities also contain customary affirmative covenants and representations.

Events of default

The senior secured credit facilities specify certain customary events of default, including, among others: failure to pay principal, interest or other amounts; material inaccuracy of representations and warranties; violation of covenants; cross events of default; certain bankruptcy and insolvency events; certain events under the Employee Retirement Income Security Act; certain undischarged judgments; change of control and governmental appropriation of a material portion of FCX’s, and FCX’s subsidiaries’ assets.

Certain Relationships

The lenders and the initial purchasers of the Notes or their respective affiliates have in the past engaged, and may in the future engage, in transactions with and perform services, including commercial banking, financial advisory and investment banking services, for FCX and its affiliates in the ordinary course of business for which they have received or will receive customary fees and expenses. In connection with the Acquisition, JP Morgan and Merrill or their respective affiliates have provided financial advisory services to, and have received financial advisory fees from FCX. In connection with the Notes offering, affiliates of JP Morgan and Merrill and certain of the lenders acted as representatives of the several underwriters of the Notes and participated in other financing aspects relating to the Acquisition.

A copy of the new senior secured credit agreement is attached hereto as Exhibit 10.1 and a copy of the Amended and Restated Senior Secured Credit Agreement is attached hereto as Exhibit 10.2, both of which are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 19, 2007, the previously announced acquisition by FCX of Phelps Dodge Corporation, a New York corporation (“Phelps Dodge”), became effective. Pursuant to the terms of the Agreement and Plan of Merger dated as of November 18, 2006, as amended (the “Merger Agreement”), among FCX, Phelps Dodge and Panther Acquisition Corporation, a wholly owned subsidiary of FCX, Panther Acquisition Corporation merged with and into Phelps Dodge, with Phelps Dodge continuing as the surviving corporation and a wholly owned subsidiary of FCX.

In connection with the Acquisition, each issued and outstanding share of common stock, par value $6.25 per share, of Phelps Dodge was converted into the right to receive $88.00 in cash and 0.67 of a share of FCX common stock. Cash will be paid in lieu of fractional shares of FCX common stock. Phelps Dodge's common stock has been delisted from the New York Stock Exchange, effective at the close of the market, March 19, 2007.

The issuance of FCX common stock in connection with the Acquisition as described above was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4/A (File No. 333-139252), filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2007. The joint proxy statement/prospectus filed as part of the registration statement contains additional information about the Acquisition.

A copy of the Merger Agreement is included as an appendix to the Form S-4/A (File No. 333-139252), filed by FCX with the SEC on February 12, 2007, and is incorporated herein by reference.

A copy of a press release issued by FCX announcing the closing of the Acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, upon the consummation of the Acquisition, Charles C. Krulak, Jon C. Madonna and Dustan E. McCoy, each a former member of Phelps Dodge’s board of directors, were appointed to the FCX board of directors. There are no arrangements or understandings between Messrs. Krulak, Madonna, or McCoy and any other person pursuant to which they were elected as directors other than the Merger Agreement. There are no transactions in which Messrs. Krulak, Madonna, or McCoy has an interest requiring disclosure under Item 404(a) of Regulation S-K. The FCX Board of Directors now consists of sixteen directors, ten of whom are independent as defined under the New York Stock Exchange director independence standards. A copy of the press release issued by FCX announcing the election of the three new directors is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

James R. Moffett will continue as chairman of FCX and Richard C. Adkerson will continue as FCX’s chief executive officer. Kathleen L. Quirk has been named executive vice president and will continue as chief financial officer and treasurer of FCX. Michael J. Arnold has been named executive vice president and will continue to serve as FCX’s chief administrative officer. Mark J. Johnson will continue as senior vice president and chief operating officer of FCX’s Indonesian operations.

Timothy R. Snider, age 56, was named president and chief operating officer of FCX. Prior to consummation of the Acquisition, Mr. Snider served as president and chief operating officer of Phelps Dodge since November 2003. Prior to that time, Mr. Snider was senior vice president of Phelps Dodge, a position he held since 1998.

Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

FCX amended its certificate of incorporation to (i) increase the number of authorized shares of capital stock to 750,000,000; (ii) increase the number of shares of FCX Class B common stock to 700,000,000; (iii) rename its Class B common stock as Common Stock; and (iv) delete the provisions and references to the previously designated classes and series of FCX preferred stock of which no shares are outstanding (other than the Series A Participating Cumulative Preferred Stock and the 5 1/2% Convertible Perpetual Preferred Stock).

The Amended and Restated Certificate of Incorporation of FCX is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The following audited financial statements were filed as part of Phelps Dodge’s Annual Report of Form 10-K for the year ended December 31, 2006 (File No. 001-00082) and are incorporated herein by reference:

·   Report of Independent Registered Public Accounting Firm;

·   Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004;

·   Consolidated Balance Sheets as of December 31, 2006 and 2005;

·   Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004;

·   Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2006, 2005 and 2004; and

·   Notes to Consolidated Financial Statements.

(b) Pro Forma financial information

The following unaudited pro forma financial statements were filed with the SEC on Form 8-K on March 1, 2007 and are incorporated herein by reference:

·   Unaudited pro forma condensed combined statement of income for the year ended December 31, 2006;

·   Unaudited pro forma condensed combined balance sheet as of December 31, 2006; and

·   Notes to the unaudited pro forma condensed combined financial statements.

(d) Exhibits

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of FCX.
10.1	Credit Agreement dated as of March 19, 2007 among FCX, the lenders party thereto, the issuing banks party thereto, JPMorgan, as administrative agent and collateral agent, and Merrill, as syndication agent.
10.2	Amended and Restated Credit Agreement dated as of March 19, 2007 among FCX, PT Freeport Indonesia, the lenders party thereto, the issuing banks party thereto, JPMorgan, as administrative agent, collateral agent, security agent and JAA security agent, U.S. Bank Trust National Association, as FI trustee, and Merrill, as syndication agent.
99.1	Press Release issued by FCX dated March 19, 2007 announcing the closing of the Acquisition.
99.2	Press Release issued by FCX dated March 19, 2007 announcing the election of three new directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FREEPORT-McMoRan COPPER & GOLD INC.
Date:	March 19, 2007	By:	/s/ Kathleen L. Quirk
			Kathleen L. Quirk Executive Vice President, Chief Financial Officer and Treasurer (authorized signatory and Principal Financial Officer)

EX-3.1

Exhibit 3.1

Amended and Restated

Certificate of Incorporation of

Freeport-McMoRan Copper & Gold Inc.

Freeport-McMoRan Copper & Gold Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1.   The Corporation was originally incorporated under the name “Freeport-McMoRan Mineral Holdings Inc.” The Corporation’s original Certificate of Incorporation was filed with the Delaware Secretary of State on November 10, 1987.

2.   Pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), the amendments to the Corporation’s Certificate of Incorporation contained herein have been duly adopted and declared advisable by resolution of the Board of Directors of the Corporation and have been approved by the affirmative vote of the holders of a majority of the outstanding Class B Common Stock of the Corporation, par value $0.10 per share, redesignated herein as the common stock of the Corporation (the “Common Stock) at the Corporation’s special meeting of stockholders held on March 14, 2007.

3.   Pursuant to Section 245 of the DGCL, this Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and (a) restates in their entirety the provisions of the Corporation’s Certificate of Incorporation; (b) amends the Corporation’s Certificate of Incorporation by adding those provisions approved by the holders of the outstanding Common Stock pursuant to Section 242 of the DGCL; and (c) provides for the deletion of provisions intentionally omitted in reliance upon Section 245(c) of the DGCL.

4.   The Amended and Restated Certificate of Incorporation shall read as follows:

FIRST: The name of the corporation is Freeport-McMoRan Copper & Gold Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted are:

(a)To enter into, maintain, operate and carry on the business of mining in all its branches in the United States of America and in any other part of the world, and to quarry, mine, pump, extract, remove and otherwise produce, and to grind, treat,

concentrate, smelt, refine, dress and otherwise prepare, produce, buy, sell and in every way deal in and with minerals, ores, concentrates and other mineral and chemical substances of all kinds, metallic and nonmetallic, including, but without in any way limiting the generality of the foregoing, antimony, barite, chromium, coal, cobalt, copper, gas, gold, iron, lead, molybdenum, nickel, oil, potash, salt, silica, sand, silver, sulphur, tantalum, tin, titanium, tungsten, uranium, zinc, and ores and concentrates thereof.

(b)To purchase, locate, denounce or otherwise acquire, take, hold and own, and to assign, transfer, lease, exchange, mortgage, pledge, sell or otherwise dispose of and in any manner deal with and contract with reference to, mines, wells, mining claims, mining rights, mineral lands, mineral leases, mineral rights, royalty rights, water rights, timber lands, timber and timber rights, and real and personal property of every kind, and any interest therein, in the United States of America or in any other country, to prospect, explore, work, exercise, develop, manage, operate and turn the same to account, and to engage in mining, geological, economic, feasibility, development, and other studies in the United States of America or in any other country.

(c)To make, manufacture, treat, process, produce, buy, sell and in every way deal in and with minerals, ores, concentrates and chemicals of every description, organic or inorganic, natural or synthetic, in the form of raw materials, intermediate or finished products and any other related products and substances whatsoever related thereto or of a like or similar nature or which may enter into the manufacture of any of the foregoing or be used in connection therewith, and derivatives and by-products derived from the manufacture thereof and products to be made therefrom and generally without limitation by reference of the foregoing, all other products and substances of every kind, character and description.

(d)To engage in any lawful act or activity, whether or not related to the foregoing, for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: (a) Authorized Stock. The total number of shares of capital stock that the corporation shall have authority to issue is 750,000,000 shares, consisting of 50,000,000 shares of Preferred Stock, par value $0.10 per share, and 700,000,000 shares of Common Stock, par value $0.10 per share. Of the authorized number of shares of Preferred Stock, 1,100,000 of such shares shall be a series of Preferred Stock designated as “5½% Convertible Perpetual Preferred Stock”; and 2,500,000 of such shares shall be a series of Preferred Stock designated as “Series A Participating Cumulative Preferred Stock.”

(b)Common Stock. The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Common Stock shall be as follows:

(1)Cash or Property Dividends. Subject to the rights and preferences of the Preferred Stock as set forth in any resolution or resolutions of the Board of Directors providing for the issuance of such stock pursuant to Section (c) of this

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Article FOURTH, and except as otherwise provided for herein, the holders of Common Stock are entitled to receive dividends out of assets legally available therefor at such times and in such per share amounts as the Board of Directors may from time to time determine.

(2)Voting. (A) With respect to the election of directors, holders of Common Stock and holders of Voting Preferred Stock (as defined below), shall vote together for the election of members of the Board of Directors. Each share of Common Stock and each share of Voting Preferred Stock shall have one vote in the election of directors. The “Voting Preferred Stock” means any series of Preferred Stock upon which the right to vote for directors pursuant to this Section (b)(2) has been conferred in accordance with Section (c)(6) of this Article FOURTH.

(B)Any director may be removed, with cause, by a vote of the holders of Common Stock and the holders of Voting Preferred Stock, voting together.

(3)Vacancies; Increases or Decreases in Size of the Board of Directors. Any vacancy in the office of a director created by the death, resignation or removal of a director may be filled by a vote of holders of Common Stock and holders of Voting Preferred Stock, voting together. Notwithstanding anything in this Section (b)(3) to the contrary, any vacancy in the office of a director may also be filled by the vote of the majority of the remaining directors, regardless of any quorum requirements set out in the by-laws. Any director elected to fill a vacancy shall hold office for the remainder of the full term of the director whose vacancy is being filled and until such director’s successor shall have been elected and qualified unless removed and replaced pursuant to Section (b)(2)(B) of this Article FOURTH and this Section (b)(3). The Board of Directors may increase the number of directors and any newly-created directorship so created may be filled by the Board of Directors. Any director elected (or appointed) in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created and until such director’s successor shall have been elected and qualified unless removed and replaced pursuant to Section (b)(2)(B) of this Article FOURTH and this Section (b)(3). No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. If the number of directors is changed, any increase or decrease shall be apportioned among the classes of directors established pursuant to Article FIFTH so as to maintain the number of directors in each class as nearly equal as possible.

(c)Preferred Stock. The Preferred Stock may be divided into and issued in series. The Board of Directors is hereby expressly authorized, at any time or from time to time, to divide any or all of the shares of the Preferred Stock into series, and in the resolution or resolutions establishing a particular series, before issuance of any of the shares thereof, to fix and determine the powers, designations, preferences and relative,

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participating, optional or other rights, and any qualifications, limitations or restrictions, of the series so established, to the fullest extent now or hereafter permitted by the laws of the State of Delaware, including, but not limited to, the variations between the different series in the following respects:

(1)The distinctive serial designation of such series;

(2)The annual dividend rate for such series, and the date or dates from which dividends shall commence to accrue;

(3)The redemption price or prices, if any, for shares of such series and the terms and conditions on which such shares may be redeemed;

(4)The sinking fund provisions, if any, for the redemption or purchase of shares of such series;

(5)The preferential amount or amounts payable upon shares of such series in the event of the voluntary or involuntary liquidation of the corporation;

(6)The voting rights of shares of such series;

(7)The terms and conditions, if any, upon which shares of such series may be converted and the class or classes or series of shares of the corporation into which such shares may be converted; and

(8)Such other terms, limitations and relative rights and preferences, if any, of shares of such series as the Board of Directors may, at the time of such resolutions, lawfully fix and determine under the laws of the State of Delaware.

All shares of the Preferred Stock shall be of equal rank with each other, regardless of series.

The number, voting powers, designations, preferences, rights, qualifications, limitations and restrictions of the Series A Participating Cumulative Preferred Stock shall be as set forth in Exhibit A attached hereto.

The number, voting powers, designations, preferences, rights, qualifications, limitations and restrictions of the 5½% Convertible Perpetual Preferred Stock shall be as set forth in Exhibit B attached hereto.

(d)   General.

(1)Except as otherwise required by law and except as may be stated in the resolution or resolutions of the Board of Directors providing for the issue of any series of Preferred Stock, the holders of any such series of Preferred Stock shall have no voting power whatsoever. Subject to such restrictions as may be stated in the resolution or

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resolutions of the Board of Directors providing for the issue of any series of Preferred Stock, any amendment to this Amended and Restated Certificate of Incorporation which shall increase or decrease the authorized stock of any class or classes may be adopted by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock of the corporation irrespective of the provisions of Section 242(b)(2) of Delaware General Corporation Law.

(2)No holder of stock of any series or class of stock of the corporation shall as such holder have under this Amended and Restated Certificate of Incorporation any preemptive or preferential right of subscription to any stock of any series or class of stock of the corporation or to any obligations convertible into stock of the corporation, issued or sold, or to any right of subscription to, or to any warrant or option for the purchase of any thereof.

(3)Except as otherwise stated in this Amended and Restated Certificate of Incorporation, the corporation may from time to time issue and dispose of any of the authorized and unissued shares of Common Stock or Preferred Stock for such consideration, not less than its par value, as may be fixed from time to time by the Board of Directors, without action by the stockholders. The Board of Directors may provide for payment therefor to be received by the corporation in cash, property or services rendered. Any and all such shares of Common Stock or Preferred Stock the issuance of which has been so authorized, and for which consideration so fixed by the Board of Directors has been paid or delivered, shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon.

FIFTH: (a) Subject to such rights to elect additional directors under specified circumstances as may be granted to holders of any shares of the Preferred Stock pursuant to the provisions of Article FOURTH, the number of directors of the corporation shall be fixed from time to time by the Board of Directors but shall not be less than five.

(b) Subject to such rights to elect directors under specified circumstances as may be granted to holders of any shares of the Preferred Stock pursuant to the provisions of Article FOURTH, any director elected by the stockholders or elected by the Board of Directors to fill a vacancy shall hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified.

SIXTH: In furtherance and not in limitation of the powers conferred by law, (a) the Board of Directors is expressly authorized to adopt, amend or repeal the by-laws of the corporation in any manner not inconsistent with the laws of the State of Delaware or the Amended and Restated Certificate of Incorporation of the corporation, subject to the power of the stockholders to adopt, amend or repeal the by-laws or to limit or restrict the power of the Board of Directors to adopt, amend or repeal the by-laws, and (b) the corporation may in its by-laws confer powers and authorities upon its Board of Directors in addition to those conferred upon it by statute.

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SEVENTH: The affirmative vote of the holders of not less than 66 2/3% of the outstanding shares of Common Stock shall be required for the approval or authorization of any Business Combination; provided, however, that the 66 2/3% voting requirement shall not be applicable if

(a)the Board of Directors of the corporation by affirmative vote which shall include not less than a majority of the entire number of Continuing Directors (1) has approved in advance the acquisition of those outstanding shares of Common Stock which caused the Interested Party to become an Interested Party or (2) has approved the Business Combination;

(b)the Business Combination is solely between the corporation and one or more other corporations all of the common stock of each of which other corporations is owned directly or indirectly by the corporation or between two or more of such other corporations; or

(c)the Business Combination is a merger or consolidation and the cash and/or fair market value of the property, securities or other consideration to be received per share by holders of Common Stock in the Business Combination is at least equal to the highest price per share (after giving effect to appropriate adjustments for any recapitalizations and for any stock splits, stock dividends and like distributions) paid by the Interested Party in acquiring any shares of Common Stock on the date when last acquired or during a period of two years prior thereto.

(d)For purposes of this Article SEVENTH:

(1)The terms “affiliate” and “associate” shall have the respective meanings assigned to those terms in Rule 12b-2 under the Securities Exchange Act of 1934, as such Rule was in effect on the Initial Filing Date.

(2)A person shall be deemed to be a “beneficial owner” of any Common Stock

(A)which such person or any of its affiliates or associates beneficially owns, directly or indirectly; or

(B)which such person or any of its affiliate or associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or has the right to vote pursuant to any agreement, arrangement or understanding; or

(C)which are beneficially owned, directly or indirectly, by any other person with which such person or any of its affiliates or associates

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has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.

(3)The term “Business Combination” shall mean (A) any merger or consolidation of the corporation or a subsidiary of the corporation with or into an Interested Party, (B) any merger or consolidation of an Interested Party with or into the corporation or a subsidiary, (C) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of all or any Substantial Part of the assets either of the corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary, in which an Interested Party is involved, (D) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Party, (E) the issuance or transfer (in one transaction or a series of transactions) by the corporation or a subsidiary of the corporation to an Interested Party of any securities of the corporation or such subsidiary, which securities have a fair market value of $10,000,000 or more, or (F) any recapitalization, reclassification, merger or consolidation involving the corporation or a subsidiary of the corporation that would have the effect of increasing, directly or indirectly, the Interested Party’s voting power in the corporation or such subsidiary.

(4)The term “Interested Party” shall mean and include (A) any individual, corporation, partnership, trust or other person or entity which, together with its affiliates and associates, is (or with respect to a Business Combination was within two years prior thereto) a beneficial owner of shares aggregating 20% or more of the outstanding Common Stock or any class thereof, and (B) any affiliate or associate of any such individual, corporation, partnership, trust or other person or entity. For the purposes of determining whether a person is an Interested Party the number of shares deemed to be outstanding shall include shares deemed beneficially owned through application of subclause (B) of the foregoing clause (2) but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(5)The term “Substantial Part” shall mean more than 10% of the fair market value of the total assets of the particular corporation.

(6)The term “Continuing Director” shall mean a director who is not an affiliate of an Interested Party and who was a member of the Board of Directors of the corporation immediately prior to the time that the Interested Party involved in a Business Combination became an Interested Party, and any successor to a Continuing Director who is not such an affiliate and who is nominated to succeed a Continuing Director by a majority of the Continuing Directors in office at the time of such nomination.

(7)For the purposes of Section (c) of this Article SEVENTH, the term “other consideration to be received” shall include without limitation Common

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Stock retained by its existing public stockholders in the event of a Business Combination in which the corporation is the surviving corporation.

(e)The provisions of this Article SEVENTH shall be construed liberally to the end that the consideration paid to holders whose Common Stock is acquired by an Interested Party in connection with a Business Combination to which Section (c) of this Article SEVENTH is applicable shall be not less favorable than that paid to holders of such Common Stock prior to such Business Combination. Nothing contained in this Article SEVENTH shall be construed to relieve any Interested Party from any fiduciary duties or obligations imposed by law, nor shall anything herein be deemed to supersede any vote of holders of any series or class of stock other than Common Stock that shall be required by law, by or pursuant to this Amended and Restated Certificate of Incorporation or by the by-laws of the corporation.

(f)Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or the by-laws of the corporation and notwithstanding the fact that a lesser percentage may be specified by law, this Amended and Restated Certificate of Incorporation or the by-laws of the corporation, the affirmative vote of the holders of 66 2/3% or more of the shares of the outstanding Common Stock shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article SEVENTH.

EIGHTH:(a) A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit.

(b)The corporation shall indemnify any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by applicable law. The determination as to whether such person has met the standard required for indemnification shall be made in accordance with applicable law.

Expenses incurred by such a director, officer, employee or agent in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article EIGHTH.

(c)The provisions of this Article EIGHTH shall be deemed to be a contract between the corporation and each person who serves as such director, officer, employee or agent of the corporation in any such capacity at any time while this Article EIGHTH

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is in effect. No repeal or modification of the foregoing provisions of this Article EIGHTH nor, to the fullest extent permitted by law, any modification of law shall adversely affect any right or protection of a director, officer, employee or agent of the corporation existing at the time of such repeal or modification.

The foregoing indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any applicable law, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

______________________________

Upon the filing of this Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Effective Time”), each outstanding share of the Class B Common Stock (including treasury shares) shall automatically be changed and thereafter constitute one share of the Common Stock without any action on the part of the holder thereof. Upon the Effective Time, any certificates that, immediately prior to the Effective Time, represented shares of the Class B Common Stock, shall represent shares of the Common Stock.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed in its corporate name by its duly authorized President & Chief Executive Officer on this 19^th day of March, 2007.

Freeport-McMoRan Copper & Gold Inc.
By:	/s/ Richard C. Adkerson
	Richard C. Adkerson
	President & Chief Executive Officer

9

EXHIBIT A

CERTIFICATE OF DESIGNATIONS

OF

SERIES A PARTICIPATING CUMULATIVE

PREFERRED STOCK

OF

FREEPORT-McMoRan COPPER & GOLD INC.

Pursuant to Section 151 of the

General Corporation Law of the

State of Delaware

We, Richard C. Adkerson, President and Chief Operating Officer, and Douglas N. Currault II, Assistant Secretary, of Freeport-McMoRan Copper & Gold Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (“Delaware Law”), in accordance with the provisions thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors on May 2, 2000, duly adopted the following resolution creating a series of Preferred Stock in the amount and having the designations, voting powers, preferences and relative, participating, optional and other special rights and qualifications, limitations and restrictions thereof as follows:

Designation and Number of Shares. The shares of such series shall be designated as “Series A Participating Cumulative Preferred Stock” (the “Series A Preferred Stock”), and the number of shares constituting such series shall be 2,500,000. Such number of shares of the Series A Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Corporation.

Dividends and Distributions.

(1)The holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable on February 1, May 1, August 1 and November 1 of each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”),

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commencing on the first Quarterly Dividend Payment Date after the first issuance of any share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of $1.00 and subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends or other distributions and 100 times the aggregate per share amount of all non-cash dividends or other distributions (other than a dividend payable in shares of Class A Common Stock or Class B Common Stock of the Corporation or, if there are no longer separate classes of common stock, shares of the Common Stock of the Corporation, in each case par value $0.10 per share, (any such Common Stock, the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. If the Corporation shall at any time after May 16, 2000 (the “Rights Declaration Date”) pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause 2(a)(ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(2)The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph 2(a) above immediately after it declares a dividend or distribution on the Common Stock (other than as described in clauses 2(a)(ii)(A) and 2(a)(ii)(B) above); provided that if no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series A Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(3)Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid

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dividends shall not bear interest. Dividends paid on shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof.

Voting Rights. In addition to any other voting rights required by law, the holders of shares of Series A Preferred Stock shall have the following voting rights:

(1)Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of stockholders of the Corporation. If the Corporation shall at any time after the Rights Declaration Date pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(2)Except as otherwise provided herein, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Class B Common Stock, or if there are no longer separate classes of Common Stock, the holders of shares of Common Stock, shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation.

(a)If at any time dividends on any Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time as all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock and any other series of Preferred Stock then entitled as a class to elect directors, voting together as a single class, irrespective of series, shall have the right to elect two Directors.

(b)During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a  special  meeting  called  pursuant  to

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subparagraph 3(c)(iii) hereof or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the number that may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Preferred Stock.

(c)Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of holders of Preferred Stock, which meeting shall thereupon be called by the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President or the Secretary or any Assistant Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph 3(c)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to such holder’s address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series. Notwithstanding the provisions of this paragraph 3(c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of stockholders.

(d)In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled  to  elect  the whole

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number of Directors until the holders of Preferred Stock shall have exercised their right to elect two Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph 3(c)(ii) hereof) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock that elected the Director whose office shall have become vacant. References in this paragraph 3(c) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(e)Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Certificate of Incorporation or Bylaws irrespective of any increase made pursuant to the provisions of paragraph 3(c)(ii) hereof (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(f)The Certificate of Incorporation of the Corporation shall not be amended in any manner (whether by merger or otherwise) so as to adversely affect the powers, preferences or special rights of the Series A Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting separately as a class.

(g)Except as otherwise provided herein, holders of Series A Preferred Stock shall have no special voting rights, and their consent shall not be required for taking any corporate action.

Certain Restrictions.

(1)Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:

(a)declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

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(b)declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(c)redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(d)redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(2)The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Reacquired Shares. Any shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock without designation as to series and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors as permitted by the Certificate of Incorporation or as otherwise permitted under Delaware Law.

Liquidation, Dissolution and Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $0.10 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for

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adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, or (2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such other parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. If the Corporation shall at any time after the Rights Declaration Date pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Consolidation, Merger, Etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash or any other property, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time after the Rights Declaration Date pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

No Redemption. The Series A Preferred Stock shall not be redeemable.

Rank. The Series A Preferred Stock shall rank junior (as to dividends and upon liquidation, dissolution and winding up) to all other series of the Corporation’s preferred stock except any series that specifically provides that such series shall rank junior to the Series A Preferred Stock.

Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

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IN WITNESS WHEREOF, we have executed and subscribed this Certificate this 3^rd day of May, 2000.

/s/ Richard C. Adkerson

Richard C. Adkerson

/s/ Douglas N. Currault II

Douglas N. Currault II

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Exhibit B

CERTIFICATE OF DESIGNATIONS OF

5½% CONVERTIBLE PERPETUAL PREFERRED STOCK

of

FREEPORT-McMoRan COPPER & GOLD INC.

Pursuant to Section 151 of the General Corporation Law

of the State of Delaware

The undersigned, Kathleen L. Quirk, Senior Vice President, Chief Financial Officer and Treasurer of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify that the Board of Directors of the Corporation (the “Board of Directors”), pursuant to the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, hereby makes this Certificate of Designations (this Certificate”) and hereby states and certifies that pursuant to the authority expressly vested in the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, the “Amended and Restated Certificate of Incorporation”), the Board of Directors duly adopted the following resolutions:

RESOLVED, that, pursuant to Article 4 of the Amended and Restated Certificate of Incorporation (which authorizes 50,000,000 shares of Preferred Stock, par value $0.10 per share (the “Preferred Stock”)), and the authority conferred on the Board of Directors, the Board of Directors hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of a series of Preferred Stock.

RESOLVED, that each share of such series of new Preferred Stock shall rank equally in all respects and shall be subject to the following provisions:

1.Number and Designation. 1,100,000 shares of the Preferred Stock of the Corporation shall be designated as “5½% Convertible Perpetual Preferred Stock” (the “Convertible Preferred Stock”).

2.Certain Definitions. As used in this Certificate, the following terms shall have the meanings defined in this Section 2. Any capitalized term not otherwise defined herein shall have the meaning set forth in the Amended and Restated Certificate of Incorporation, unless the context otherwise requires:

B-1

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Members” shall have the meaning assigned to it in Section 15(a) hereof.

“Board of Directors” means either the board of directors of the Corporation or any duly authorized committee of such board.

“Business Day” means any day other than a Saturday, Sunday or a day on which state or U.S. federally chartered banking institutions in New York, New York are not required to be open.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

“Certificate” means this Certificate of Designations.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), acquires the beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, through a purchase, merger or other acquisition transaction, of more than 50% of the total voting power of the Corporation’s total outstanding voting stock other than an acquisition by the Corporation, any of its Subsidiaries or any of the Corporation’s employee benefit plans;

(b) the Corporation consolidates with, or merges with or into, another Person or conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with or merges with or into the Corporation, other than: (i) any transaction (A) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the

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Corporation’s Capital Stock and (B) pursuant to which holders of the Corporation’s Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, more than 50% of the total voting power of all shares of the Corporation’s Capital Stock entitled to vote generally in the election of directors of the continuing or surviving person immediately after the transaction and (ii) any merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity;

(c) during any consecutive two-year period, individuals who at the beginning of such period constituted the Board of Directors of the Corporation (together with any new

directors whose election to such Board of Directors of the Corporation, or whose nomination for election by the shareholders of the Corporation, was approved by a vote of a majority of the directors of the Corporation then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Corporation then in office; or

(d) the Corporation’s stockholders pass a special resolution approving a plan of liquidation or dissolution and no additional approvals of stockholders are required under applicable law to cause a liquidation or dissolution.

“Change of Control Purchase Date” shall have the meaning assigned to it in Section 11(a) hereof.

“Closing Sale Price” of the shares of Common Stock or other Capital Stock or similar equity interests on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States securities exchange on which shares of Common Stock or such other Capital Stock or similar equity interests are traded or, if the shares of Common Stock or such other capital stock or similar equity interests are not listed on a United States national or regional securities exchange, as reported by Nasdaq or by the National Quotation Bureau Incorporated. In the absence of such quotations, the Board of Directors of the Corporation shall be entitled to determine the Closing Sale Price on the basis it considers appropriate, which determination shall be conclusive. The Closing Sale Price shall be determined without reference to any extended or after hours trading.

“Common Share Legend” shall have the meaning assigned to it in Section 16(f).

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“Common Stock” means any stock of any class of the Corporation that has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and that is not subject to redemption by the Corporation. Subject to the provisions of Section 9, however, shares issuable on conversion of the Convertible Preferred Stock shall include only shares of the class designated as common stock of the Corporation at the date of this Certificate (namely, the Class B Common Stock, par value $0.10 per share) or shares of any class or classes resulting from any reclassification or reclassifications thereof and that have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and which are not subject to redemption by the Corporation; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable on conversion shall be substantially in the proportion that the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“Conversion Agent” shall have the meaning assigned to it in Section 17(a) hereof.

“Conversion Price” per share of Convertible Preferred Stock means, on any date, the Liquidation Preference divided by the Conversion Rate in effect on such date.

“Conversion Rate” per share of Convertible Preferred Stock means 18.8019 shares of Common Stock, subject to adjustment pursuant to Section 8 hereof.

“Convertible Preferred Stock” shall have the meaning assigned to it in Section 0 hereof.

“Convertible Preferred Stock Director” shall have the meaning assigned to it in Section 12(c) hereof.

“Corporation” shall have the meaning assigned to it in the preamble to this Certificate, and shall include any successor to such Corporation.

“Current Market Price” shall mean the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days ending on the earlier of such date of determination and the day before the “ex-date” with respect to the issuance, distribution, subdivision or combination requiring such computation immediately prior to the date in question. For purpose of this paragraph, the term “ex-date,” (1) when used with respect to any issuance or distribution, means the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale

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Price was obtained without the right to receive such issuance or distribution, and (2) when used with respect to any subdivision or combination of shares of Common Stock, means the first date on which the Common Stock trades, regular way, on such exchange or in such market after the time at which such subdivision or combination becomes effective. If another issuance, distribution, subdivision or combination to which Section 8(d) applies occurs during the period applicable for calculating “Current Market Price” pursuant to this definition, the “Current Market Price” shall be calculated for such period in a manner determined by the Board of Directors to reflect the impact of such issuance, distribution, subdivision or combination on the Closing Sale Price of the Common Stock during such period.

“Depositary” means DTC or its successor depositary.

“Dividend Payment Date” means February 1, May 1, August 1 and November 1 of each year, commencing May 1, 2004, or if any such date is not a Business Day, on the next succeeding Business Day.

“Dividend Period” shall mean the period beginning on, and including, a Dividend Payment Date and ending on, and excluding, the immediately succeeding Dividend Payment Date.

“DTC” shall mean The Depository Trust Company, New York, New York.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s-length transaction.

“Global Preferred Shares” shall have the meaning assigned to it in Section 15(a) hereof.

“Global Shares Legend” shall have the meaning assigned to it in Section 15(a) hereof.

“Initial Purchasers” shall have the meaning assigned to it in the Purchase Agreement.

“Junior Stock” shall have the meaning assigned to it in Section 3(a) hereof.

“Liquidated Damages” shall have the meaning assigned to “Liquidated Damages Amount” in the Registration Rights Agreement.

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“Liquidation Preference” shall have the meaning assigned to it in Section 5(a) hereof.

“Officer” means the Chairman of the Board, a Vice Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Corporation.

“Outstanding” means, when used with respect to Convertible Preferred Stock, as of any date of determination, all shares of Convertible Preferred Stock outstanding as of such date; provided, however, that, if such Convertible Preferred Stock is to be redeemed, notice of such redemption has been duly given pursuant to this Certificate and the Paying Agent holds, in accordance with this Certificate, money sufficient to pay the Redemption Price for the shares of Convertible Preferred Stock to be redeemed, then immediately after such Redemption Date such shares of Convertible Preferred Stock shall cease to be Outstanding; providedfurther that, in determining whether the holders of Convertible Preferred Stock have given any request, demand, authorization, direction, notice, consent or waiver or taken any other action hereunder, Convertible Preferred Stock owned by the Corporation or its Affiliates shall be deemed not to be Outstanding, except that, in determining whether the Registrar shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Convertible Preferred Stock which the Registrar has actual knowledge of being so owned shall be deemed not to be Outstanding.

“Parity Stock” shall have the meaning assigned to it in Section 3(b) hereof.

“Paying Agent” shall have the meaning assigned to it in Section 17(a) hereof.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Purchase Agreement” means the Purchase Agreement dated as of March 24, 2004 among the Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated relating to the Convertible Preferred Stock.

“Purchase Price” means an amount equal to 100% of the Liquidation Preference per share of Convertible Preferred Stock being purchased, plus an amount equal to any accumulated and unpaid dividends, including Liquidated Damages, if any (whether or not declared), thereon to, but excluding, the Change of Control Purchase Date; provided that if a Change of Control Purchase Date

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falls after a Record Date and on or prior to the corresponding Dividend Payment Date, the Purchase Price will only be an amount equal to the Liquidation Preference per share of Convertible Preferred Stock being purchased and will not include any amount in respect of dividends declared and payable on such corresponding Dividend Payment Date.

“Record Date” means (i) with respect to the dividends payable on February 1, May 1, August 1 and November 1 of each year, January 15, April 15, July 15 and October 15 of each year, respectively, or such other record date, not more than 60 days and not less than 10 days preceding the applicable Dividend Payment Date, as shall be fixed by the Board of Directors and (ii) solely for the purpose of adjustments to the Conversion Rate pursuant to Section 8, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Redemption Date” means a date that is fixed for redemption of the Convertible Preferred Stock by the Corporation in accordance with Section 6 hereof.

“Redemption Price” means an amount equal to the Liquidation Preference per share of Convertible Preferred Stock being redeemed, plus an amount equal to all accumulated and unpaid dividends, including Liquidated Damages, if any (whether or not declared), thereon to, but excluding, the Redemption Date; provided that if the Redemption Date shall occur after a Record Date and before the related Dividend Payment Date, the Redemption Price shall be only an amount equal to the Liquidation Preference per share of Convertible Preferred Stock being redeemed and will not include any amount in respect of dividends declared and payable on such corresponding Dividend Payment Date.

“Registrar” shall have the meaning assigned to it in Section 13 hereof.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of March 30, 2004, among the Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated relating to the Convertible Preferred Stock.

“Restricted Shares Legend” shall have the meaning assigned to it in Section 15(a).

“Rights” shall have the meaning assigned to it in Section 10 hereof.

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“Rights Agreement” means the Rights Agreement, dated as of May 3, 2000, between the Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.

“Rights Plan” shall have the meaning assigned to it in Section 10 hereof.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Stock” shall have the meaning assigned to it in Section 3(c) hereof.

“Shelf Registration Statement” shall have the meaning assigned to it in the Registration Rights Agreement.

“Subsidiary” means (a) a corporation, a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly owned by the Corporation, by one or more Subsidiaries of the Corporation or by the Corporation and one or more Subsidiaries of the Corporation, (b) a partnership in which the Corporation or a Subsidiary of the Corporation holds a majority interest in the equity capital or profits of such partnership, or (c) any other Person (other than a corporation) in which the Corporation, a Subsidiary of the Corporation or the Corporation and one or more Subsidiaries of the Corporation, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such person.

“Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on Nasdaq or, if the Common Stock is not quoted on Nasdaq, on the principal other market on which the Common Stock is then traded.

“Transfer Agent” shall have the meaning assigned to it in Section 13 hereof.

3.Rank. The Convertible Preferred Stock shall, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank:

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(a)senior to the Common Stock and any other class or series of Capital Stock of the Corporation, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Convertible Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively, together with any warrants, rights, calls or options exercisable for or convertible into such Capital Stock, the “Junior Stock”);

(b)on a parity with any other class or series of Capital Stock of the Corporation, the terms of which expressly provide that such class or series ranks on a parity with the Convertible Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively, together with any warrants, rights, calls or options exercisable for or convertible into such Capital Stock, the “Parity Stock”); and

(c)junior to each class or series of Capital Stock of the Corporation, the terms of which expressly provide that such class or series ranks senior to the Convertible Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively, together with any warrants, rights, calls or options exercisable for or convertible into such Capital Stock, the “Senior Stock”).

4.Dividends.(a) Holders of Convertible Preferred Stock shall be entitled to receive, when, as and if, declared by the Board of Directors, out of funds legally available for the payment of dividends, cash dividends on each share of Convertible Preferred Stock at the annual rate of 5½% of the Liquidation Preference per share. Such dividends shall be payable in arrears in equal amounts quarterly on each Dividend Payment Date, beginning May 1, 2004, in preference to and in priority over dividends on any Junior Stock but subject to the rights of any holders of Senior Stock or Parity Stock.

(b)Dividends shall be cumulative from the initial date of issuance or the last Dividend Payment Date for which accumulated dividends were paid, whichever is later, whether or not funds of the Corporation are legally available for the payment of such dividends. Each such dividend shall be payable to the holders of record of shares of the Convertible Preferred Stock, as they appear on the Corporation’s stock register at the close of business on a Record Date. Accumulated and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, not more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors.

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(c)Accumulated and unpaid dividends for any past Dividend Period (whether or not declared) shall cumulate at the annual rate of 5½% and shall be payable in the manner set forth in this Section 4.

(d)The amount of dividends payable for each full Dividend Period for the Convertible Preferred Stock shall be computed by dividing the annual

dividend rate by four. The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Convertible Preferred Stock shall be computed on the basis of 30-day months and a 12-month year. Holders of Convertible Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Convertible Preferred Stock.

(e)No dividend shall be declared or paid, or funds set apart for the payment of any dividend or other distribution, whether in cash, obligations or shares of Capital Stock of the Corporation or other property, directly or indirectly, upon any shares of Junior Stock or Parity Stock, nor shall any shares of Junior Stock or Parity Stock be redeemed, repurchased or otherwise acquired for consideration by the Corporation through a sinking fund or otherwise, unless all accumulated and unpaid dividends, including Liquidated Damages, if any, through the most recent Dividend Payment Date (whether or not there are funds of the Corporation legally available for the payment of dividends) on the shares of Convertible Preferred Stock and any Parity Stock have been paid in full or set apart for payment; provided, however, that, notwithstanding any provisions of this Section 4(e) to the contrary, the Corporation may redeem, repurchase or otherwise acquire for consideration Convertible Preferred Stock and Parity Stock pursuant to a purchase or exchange offer made on the same terms to all holders of such Convertible Preferred Stock and Parity Stock. When dividends are not paid in full, as aforesaid, upon the shares of Convertible Preferred Stock, all dividends declared on the Convertible Preferred Stock and any other Parity Stock shall be paid either (A) pro rata so that the amount of dividends so declared on the shares of Convertible Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accumulated dividends on the shares of Convertible Preferred Stock and such class or series of Parity Stock bear to each other or (B) on another basis that is at least as favorable to the holders of the Convertible Preferred Stock entitled to receive such dividends.

5.Liquidation Preference.(a) In the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or

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surplus) shall be made to or set apart for the holders of Junior Stock, holders of Convertible Preferred Stock shall be entitled to receive $1,000 per share of Convertible Preferred Stock (the “Liquidation Preference”) plus an amount equal to all dividends, including Liquidated Damages, (whether or not declared) accumulated and unpaid thereon to the date of final distribution to such holders, but shall not be entitled to any further payment or other participation in any distribution of the assets of the Corporation. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of Convertible Preferred Stock are insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Convertible Preferred Stock and any other Parity Stock ratably in proportion to the respective amounts that would be payable on such shares of Convertible Preferred Stock and any such other Parity Stock if all amounts payable thereon were paid in full.

(b)Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of the Corporation's property or assets, nor the consolidation, merger or amalgamation of the Corporation with or into any corporation or the consolidation, merger or amalgamation of any corporation with or into the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.

(c)Subject to the rights of the holders of any Parity Stock, after payment has been made in full to the holders of the Convertible Preferred Stock, as provided in this Section 5, holders of Junior Stock shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Convertible Preferred Stock shall not be entitled to share therein.

6.Optional Redemption of the Convertible Preferred Stock. Shares of Convertible Preferred Stock shall be redeemable by the Corporation in accordance with this Section6.

(a)The Corporation may not redeem any shares of Convertible Preferred Stock before March 30, 2009. On or after March 30, 2009, the Corporation shall have the option to redeem, subject to Section 6(l) hereof, (i) some or all the shares of Convertible Preferred Stock at the Redemption Price, but only if the Closing Sale Price of the Common Stock for 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Corporation gives notice of such redemption pursuant to this Section 6 exceeds 130% of the Conversion Price in effect on each such Trading Day and (ii) all the Outstanding shares of Convertible Preferred Stock at the Redemption Price, but only if

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on any Dividend Payment Date, the total number of Outstanding shares of Convertible Preferred Stock is less than 15% of the total number of Outstanding shares of Convertible Preferred Stock after March 30, 2004.

(b)In the event the Corporation elects to redeem shares of Convertible Preferred Stock, the Corporation shall:

(i)send a written notice to the Registrar and Transfer Agent of the Redemption Date, stating the number of shares to be redeemed and the Redemption Price, at least 35 days before the Redemption Date (unless a shorter period shall be satisfactory to the Registrar and Transfer Agent);

(ii)send a written notice by first class mail to each holder of record of the Convertible Preferred Stock at such holder's registered

address, not fewer than 20 nor more than 90 days prior to the Redemption Date stating:

(A)the Redemption Date;

(B)the Redemption Price and whether such Redemption Price will be paid in cash, shares of Common Stock, or, if a combination thereof, the percentages of the Redemption Price in respect of which the Corporation will pay in cash and shares of Common Stock;

(C)the Conversion Price and the Conversion Ratio;

(D)the name and address of the Paying Agent and Conversion Agent;

(E)that shares of Convertible Preferred Stock called for redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;

(F)that holders who want to convert shares of the Convertible Preferred Stock must satisfy the requirements set forth in Section 7 of this Certificate;

(G)that shares of the Convertible Preferred Stock called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

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(H)if fewer than all the Outstanding shares of the Convertible Preferred Stock are to be redeemed by the Corporation, the number of shares to be redeemed;

(I)that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of Convertible Preferred Stock called for redemption will cease to accumulate on and after the Redemption Date;

(J)the CUSIP number of the Convertible Preferred Stock; and

(K)any other information the Corporation wishes to present; and

(iii)(A) publish the information set forth in Section 6(b)(ii) once in a daily newspaper printed in the English language and of general circulation in the Borough of Manhattan, The City of New York, (B) issue a press release containing such information and (C) publish such information on the Corporation’s web site on the World Wide Web.

(c)The Redemption Price shall be payable, at the Corporation’s election, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock; provided that the Corporation shall not be permitted to pay all or any portion of the Redemption Price in shares of Common Stock unless:

(i)the Corporation shall have given timely notice pursuant to Section 6(b) hereof of its intention to purchase all or a specified percentage of the Convertible Preferred Stock with shares of Common Stock as provided herein;

(ii)the Corporation shall have registered such shares of Common Stock under the Securities Act and the Exchange Act, in each case, if required;

(iii)such shares of Common Stock have been listed on a national securities exchange or have been quoted in an inter-dealer quotation system of any registered United States national securities association; and

(iv)any necessary qualification or registration under applicable state securities laws has been obtained, if required, or an exemption therefrom is available.

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If the foregoing conditions are not satisfied with respect to any holder or holders of Convertible Preferred Stock prior to the close of business on the last day prior to the Redemption Date and the Corporation has elected to purchase the Convertible Preferred Stock pursuant to this Section 6 through the issuance of shares of Common Stock, then, notwithstanding any election by the Corporation to the contrary, the Corporation shall pay the entire Redemption Price of the Convertible Preferred Stock of such holder or holders in cash.

(d)Payment of the specified portion of the Redemption Price in shares of Common Stock pursuant to Section 6(c) hereof shall be made by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the portion of the Redemption Price, as the case may be, to be paid in shares of Common Stock by (ii) 95% of the average of the Closing Sale Prices of the Common Stock for the 5 Trading Days ending on the third Trading Day prior to the Redemption Date (appropriately adjusted to take into account the occurrence during such period of any event described in Section 8). The Corporation shall not issue fractional shares of Common Stock in payment of the Redemption Price. Instead, the Corporation shall pay cash based on the Closing Sale Price of the Common Stock on the Redemption Date for all fractional shares. Upon determination of the actual number of shares of Common Stock to be issued

upon redemption of the Convertible Preferred Stock, the Corporation shall be required to disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing this information or publish the information on the Corporation’s web site or through such other public medium as the Corporation may use at that time.

(e)If the Corporation gives notice of redemption, then, by 12:00 p.m., New York City time, on the Redemption Date, to the extent sufficient funds are legally available, the Corporation shall, with respect to:

(i)shares of the Convertible Preferred Stock held by DTC or its nominees, deposit or cause to be deposited, irrevocably with DTC cash or shares of Common Stock, as applicable, sufficient to pay the Redemption Price and shall give DTC irrevocable instructions and authority to pay the Redemption Price to holders of such shares of the Convertible Preferred Stock; and

(ii)shares of the Convertible Preferred Stock held in certificated form, deposit or cause to be deposited, irrevocably with the Paying Agent cash or shares of Common Stock, as

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applicable, sufficient to pay the Redemption Price and shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to holders of such shares of the Convertible Preferred Stock upon surrender of their certificates evidencing their shares of the Convertible Preferred Stock.

(f)If on the Redemption Date, DTC and/or the Paying Agent holds or hold money or shares of Common Stock, as applicable, sufficient to pay the Redemption Price for the shares of Convertible Preferred Stock delivered for redemption as set forth herein, dividends shall cease to accumulate as of the Redemption Date on those shares of the Convertible Preferred Stock called for redemption and all rights of holders of such shares shall terminate, except for the right to receive the Redemption Price pursuant to this Section 6 and the right to convert such shares of Convertible Preferred Stock as provided in Section 7(a) hereof.

(g)Payment of the Redemption Price for shares of the Convertible Preferred Stock is conditioned upon book-entry transfer or physical delivery of certificates representing the Convertible Preferred Stock, together with necessary endorsements, to the Paying Agent at any time after delivery of the notice of redemption.

(h)Payment of the Redemption Price for shares of the Convertible Preferred Stock will be made (1) on the Redemption Date, if book-entry transfer or physical delivery of the Convertible Preferred Stock has been made by or on the Redemption Date, or (2) if book-entry transfer or physical delivery of the Convertible Preferred Stock has not been made by or on the Redemption Date, at the time of such transfer or delivery.

(i)If the Redemption Date falls after a Record Date and before the related Dividend Payment Date, holders of the shares of Convertible Preferred Stock at the close of business on that Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date.

(j)If fewer than all the Outstanding shares of Convertible Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be selected by lot, on a pro rata basis (with any fractional shares being rounded to the nearest whole share), or any other method as may be determined by the Board of Directors to be fair and appropriate.

(k)Upon surrender of a certificate or certificates representing shares of the Convertible Preferred Stock that is or are redeemed in part, the Corporation shall execute, and the Transfer Agent shall authenticate and deliver to the holder, a new certificate of certificates representing

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shares of the Convertible Preferred Stock in an amount equal to the unredeemed portion of the shares of Convertible Preferred Stock surrendered for partial redemption.

(l)Notwithstanding the foregoing provisions of this Section 6, unless full cumulative dividends (whether or not declared) on all Outstanding shares of Convertible Preferred Stock and Parity Stock have been paid or set apart for payment for all Dividend Periods terminating on or before the Redemption Date, none of the shares of Convertible Preferred Stock shall be redeemed, and no sum shall be set aside for such redemption, unless pursuant to a purchase or exchange offer made on the same terms to all holders of Convertible Preferred Stock and any Parity Stock.

7.Conversion. (a) Right to Convert. Each share of Convertible Preferred Stock shall be convertible, at any time, in accordance with, and subject to, this Section 7 into a number of fully paid and non-assessable shares of Common Stock equal to the Conversion Rate in effect at such time. Notwithstanding the foregoing, if any shares of Convertible Preferred Stock are to be redeemed pursuant to Section 6, such conversion right shall cease and terminate, as to the shares of the Convertible Preferred Stock to be redeemed, at 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date, unless the Corporation shall default in the payment of the Redemption Price therefor, as provided herein.

(b)Conversion Procedures. (i) Conversion of shares of the Convertible Preferred Stock may be effected by any holder thereof upon the surrender to the Corporation, at the principal office of the Corporation or at the office of the Conversion Agent as may be designated by the Board of Directors, of the certificate or certificates for such shares of the Convertible Preferred Stock to be converted accompanied by a complete and manually signed Notice of Conversion (as set forth in the form of Convertible Preferred Stock certificate attached hereto) along with (A) appropriate endorsements and transfer documents as required by the Registrar or Conversion Agent and (B) if required pursuant to

Section 7(c), funds equal to the dividend payable on the next Dividend Payment Date. In case such Notice of Conversion shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of the Convertible Preferred Stock pursuant hereto. The conversion of the Convertible Preferred Stock will be deemed to have been made as of the close of business on the date

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(the “Conversion Date”) such certificate or certificates have been surrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, if any (or the demonstration to the satisfaction of the Corporation that such taxes have been paid). Promptly (but no later than two Business Days) following the Conversion Date, the Corporation shall deliver or cause to be delivered (1) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of the Convertible Preferred Stock being converted (or such holder’s transferee) shall be entitled, and (2) if less than the full number of shares of the Convertible Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. As of the close of business on the Conversion Date, the rights of the holder of the Convertible Preferred Stock as to the shares being converted shall cease except for the right to receive shares of Common Stock and the Person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

(ii)Anything herein to the contrary notwithstanding, in the case of Global Preferred Shares, Notices of Conversion may be delivered to, and shares of the Convertible Preferred Stock representing beneficial interests in respect of such Global Preferred Shares may be surrendered for conversion in accordance with the applicable procedures of, the Depositary as in effect from time to time.

(c)Dividend and Other Payments Upon Conversion. (i)If a holder of shares of Convertible Preferred Stock exercises conversion rights, such shares will cease to accumulate dividends as of the end of the day immediately preceding the Conversion Date.On conversion of the Convertible Preferred Stock, except for conversion during the period from the close of business on any Record Date corresponding to a Dividend Payment Date to the close of business on the Business Day immediately preceding such Dividend Payment Date, in which case the holder on such Dividend Record Date shall receive the dividends payable on such Dividend Payment Date, accumulated and unpaid dividends on the converted share of Convertible Preferred Stock shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Convertible Preferred

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Stock being converted pursuant to the provisions hereof. On conversion of the Convertible Preferred Stock, Liquidated Damages, if any, accrued and unpaid to the Conversion Date, shall be paid in full to the holder thereof in exchange for the Convertible Preferred Stock being converted pursuant to the provisions hereof. Shares of the Convertible Preferred Stock surrendered for conversion after the close of business on any Record Date for the payment of dividends declared and before the opening of business on the Dividend Payment Date corresponding to that Record Date must be accompanied by a payment to the Corporation in cash of an amount equal to the dividend payable (excluding any Liquidated Damages) in respect of those shares on such Dividend Payment Date; provided that a holder of shares of the Convertible Preferred Stock on a Record Date who converts such shares into shares of Common Stock on the corresponding Dividend Payment Date shall be entitled to receive the dividend payable (including any Liquidated Damages) on such shares of the Convertible Preferred Stock on such Dividend Payment Date, and such holder need not include payment to the Corporation of the amount of such dividend (including any Liquidated Damages) upon surrender of shares of the Convertible Preferred Stock for conversion.

(ii) Notwithstanding the foregoing, if shares of the Convertible Preferred Stock are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Dividend Payment Date and the Corporation has called such shares of the Convertible Preferred Stock for redemption during such period, or the Corporation has designated a Change of Control Purchase Date during such period, then, in each case, the holder who tenders such shares for conversion shall receive the dividend payable (including any Liquidated Damages) on such Dividend Payment Date and need not include payment of the amount of such dividend (including any Liquidated Damages) upon surrender of shares of the Convertible Preferred Stock for conversion.

(d)Fractional Shares. In connection with the conversion of any shares of the Convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but the Corporation shall pay a cash adjustment in respect of any fractional interest in an amount equal to the fractional interest multiplied by the Closing Sale Price of the Common Stock on the Conversion Date, rounded to the nearest whole cent.

(e)Total Shares. If more than one share of the Convertible Preferred Stock shall be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those shares shall be computed on the basis of the total number of shares of the Convertible Preferred Stock so surrendered.

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(f)Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Corporation shall:

(i)at all times reserve and keep available, free from preemptive rights, for issuance upon the conversion of shares of the Convertible Preferred Stock such number of its authorized but unissued shares of Common Stock as shall from time to time be sufficient to permit the conversion of all Outstanding shares of the Convertible Preferred Stock;

(ii)prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Convertible Preferred Stock, comply with all applicable federal and state laws and regulations that require action to be taken by the Corporation (including, without limitation, the registration or approval, if required, of any shares of Common Stock to be provided for the purpose of conversion of the Convertible Preferred Stock hereunder); and

(iii)ensure that all shares of Common Stock delivered upon conversion of the Convertible Preferred Stock will, upon delivery, be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.

8.Conversion Rate Adjustments. The Conversion Rate shall be adjusted from time to time by the Corporation in accordance with the provisions of this Section 8.

(a)If the Corporation shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Rate in effect at the opening of business on the date following the Record Date shall be increased by multiplying such Conversion Rate by a fraction,

(i)the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on such Record Date and the total number of shares of Common Stock constituting such dividend or other distribution; and

(ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such Record Date.

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Such increase shall become effective immediately after the opening of business on the day following such Record Date. If any dividend or distribution of the type described in this Section 8(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b)If the Corporation shall issue rights or warrants to all holders of any class of Common Stock entitling them (for a period expiring within forty-five (45) days after the Record Date to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price on the Record Date, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to such Record Date by a fraction,

(i)the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible); and

(ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Current Market Price.

Such adjustment shall become effective immediately after the opening of business on the day following such Record Date. To the extent that shares of Common Stock (or securities convertible into Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such Record Date had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for

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such rights or warrants and any amount payable on exercise or conversion thereof, the Fair Market Value of such consideration, if other than cash, to be determined by the Board of Directors, whose determination shall be conclusive.

(c)If the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, in the event outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(d)If the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of Capital Stock of the Corporation (other than any dividends or distributions to which Section 8(a) applies) or evidences of its indebtedness or assets (including securities, but excluding (i) any rights or warrants referred to in 8(b) or (ii) any dividend or distribution (x) paid exclusively in cash or (y) referred to in Section 8(a) or Section 8(g)) (any of the foregoing hereinafter referred to in this Section 8(d) as the “Distributed Property”), then, in each such case, the Conversion Rate shall be adjusted so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Record Date with respect to such distribution by a fraction,

(i)the numerator of which shall be the Current Market Price on such Record Date; and

(ii)the denominator of which shall be the Current Market Price on such Record Date less the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) on such Record Date of the portion of the Distributed Property applicable to one share of Common Stock (determined on the basis of the number of shares of the Common Stock outstanding on such Record Date).

Such adjustment shall become effective immediately prior to the opening of business on the day following such Record Date; provided that if the then Fair Market Value (as so determined by the Board of Directors) of the portion of the Distributed Property applicable to one share of Common Stock is equal to or

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greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Convertible Preferred Stock shall have the right to receive upon conversion the amount of Distributed Property such holder would have received had such holder converted each share of its Convertible Preferred Stock on the Record Date. To the extent that any of the Distributed Property is not distributed, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustment made been made on the basis of only the Distributed Property actually distributed. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 8(d) by reference to the trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price on the applicable Record Date.

Rights or warrants (including rights under the Corporation’s Rights Agreement) distributed by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Corporation’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this 8(d) (and no adjustment to the Conversion Rate under this 8(d) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this 8(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Certificate, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 8(d) was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a

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holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise thereof, the Conversion Rate shall be readjusted as if such expired or terminated rights and warrants had not been issued.

For purposes of this Section 8(d), Section 8(a) and Section 8(b), any dividend or distribution to which this Section 8(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants, as to which any Conversion Rate adjustment required by this Section 8(d) with respect to such dividend or distribution shall then be made, immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants, as to which any further Conversion Rate adjustment required by Sections 8(a) and 8(b) with respect to such dividend or distribution shall then be made, except any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on such Record Date” within the meaning of Sections 8(a) and 8(b).

(e)If the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock cash, excluding (i) any dividend or distribution in connection with the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary and (ii) any quarterly cash dividend on its Common Stock to the extent that the aggregate amount of cash distributions per share of Common Stock in any quarter does not exceed $.20 (the “Dividend Threshold Amount”), then, in such case, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on such Record Date by a fraction,

(i)the numerator of which shall be the Current Market Price on such Record Date less the Dividend Threshold Amount (as such Dividend Threshold Amount may be adjusted pursuant to this Section 8(e)); and

(ii)the denominator of which shall be the Current Market Price on such Record Date less the amount of cash so distributed applicable to one share of Common Stock.

Such adjustment shall be effective immediately prior to the opening of business on the day following the Record Date; provided that if the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than

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the Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Convertible Preferred Stock shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each share of Convertible Preferred Stock on the Record Date. To the extent that such dividend or distribution is not made, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustment made been made on the basis of only the dividend or distribution actually made. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If an adjustment is required to be made as set forth in this Section 8(e) as a result of a distribution that is not a quarterly dividend, the Dividend Threshold Amount shall be deemed to be zero for purposes of calculating the adjustment to the Conversion Rate under this Section 8(e). The Dividend Threshold Amount shall be adjusted inversely proportional to the adjustments to the Conversion Rate made pursuant to Sections 8(a), (b), (c), (d), (f) and (g) hereof. Notwithstanding the foregoing, the Conversion Rate after giving effect to any adjustments under this Section 8(e) shall not exceed 26.3227 (as such number may be adjusted on a proportional basis of the Conversion Rate, other than any adjustment pursuant to this Section 8(e)).

(f)If a tender or exchange offer made by the Corporation or any Subsidiary for all or any portion of the Common Stock shall require the payment to stockholders of consideration per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that, as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds the Closing Sale Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time by a fraction,

(i)the numerator of which shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Closing Sale Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time; and

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(ii)the denominator of which shall be the number of shares of Common Stock outstanding (including any Purchased Shares) at the Expiration Time multiplied by the Closing Sale Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time.

Such adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Corporation or any such Subsidiary, as the case may be, is obligated to purchase shares pursuant to any such tender or exchange offer, but the Corporation or any such Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.

(g)If the Corporation pays a dividend or makes a distribution to all holders of its Common Stock consisting of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation, the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Record Date with respect to such distribution by a fraction,

(i)the numerator of which shall be the sum of (A) the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and including the fifth Trading Day after the date on which “ex-dividend trading” commences for such dividend or distribution on The New York Stock Exchange or such other national or regional exchange or market on which such securities are then listed or quoted (the “Ex-Dividend Date”) plus (B) the fair market value of the

securities distributed in respect of each share of Common Stock, which shall equal the number of securities distributed in respect of each share of Common Stock multiplied by the average of the Closing Sale Prices of those distributed securities for the ten (10) Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date; and

(ii)the denominator of which shall be the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date.

Such adjustment shall become effective immediately prior to the opening of business on the day following the fifteenth Trading Day after the Ex-Dividend

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Date; provided that if (x) the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date minus (y) the fair market value of the securities distributed in respect of each share of Common Stock (as calculated in Section 8(g)(i) above) is less than $1.00, then the adjustment provided by for by this Section 8(g) shall not be made and in lieu thereof the provisions of Section 9 shall apply to such distribution.

(h)The Corporation may make such increases in the Conversion Rate in addition to those required by this Section 8 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least 20 days and the increase is irrevocable during the period and the Board of Directors determines in good faith that such increase would be in the best interest of the Corporation. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Corporation shall mail to each holder of the Convertible Preferred Stock at the address of such holder as it appears in the stock register a notice of the reduction at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(i)No adjustment in the Conversion Rate (other than any adjustment pursuant to Section 8(e) above) shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Conversion Rate then in effect; provided, however, that any adjustments that by reason of this Section 8(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 8 shall be made by the Corporation and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment need be made for rights to purchase Common Stock pursuant to a Corporation plan for reinvestment of dividends or interest or, except as set forth in this Section 8, for any issuance of Common Stock or securities convertible, exercisable or exchangeable into Common Stock. To the extent the Convertible Preferred Stock becomes convertible into cash, assets, property or securities (other than Capital Stock of the Corporation), subject to Section 9, no adjustment need be made thereafter to the Conversion Rate. Interest will not accrue on any cash into which the Convertible Preferred Stock may be convertible.

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(j)Whenever the Conversion Rate is adjusted as herein provided, the Corporation shall promptly file with the Conversion Agent an Officer’s certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a responsible officer of the Conversion Agent shall have received such Officer’s certificate, the Conversion Agent shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Corporation shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each holder of Convertible Preferred Stock at its last address appearing in the stock register within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(k)For purposes of this Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation, unless such treasury shares participate in any distribution or dividend that requires an adjustment pursuant to this Section 8, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

9.Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 8(c) applies), (ii) any consolidation, merger or combination of the Corporation with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Corporation to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then each share of Convertible Preferred Stock shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Convertible Preferred Stock (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Convertible Preferred Stock) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash)

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receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares).

(b)The Corporation shall cause notice of the application of this Section 9 to be delivered to each holder of the Convertible Preferred Stock at the address of such holder as it appears in the stock register within twenty (20) days after the occurrence of any of the events specified in Section 9(a) and shall issue a press release containing such information and publish such information on its web site on the World Wide Web. Failure to deliver such notice shall not affect the legality or validity of any conversion right pursuant to this Section 9.

(c)The above provisions of this Section 9 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances, and the provisions of Section 8 shall apply to any shares of Capital Stock received by the holders of Common Stock in any such reclassification, change, consolidation, merger, combination, sale or conveyance; provided that if this Section 9 applies to any event or occurrence, Section 8 shall not apply to such event or occurrence.

10.Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of the Convertible Preferred Stock shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be, including without limitation, the rights under the Rights Agreement (collectively, the “Rights”), if any, that shares of Common Stock are entitled to receive and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any shareholder rights agreement adopted by the Corporation, as the same may be amended from time to time (in each case, a “Rights Plan”). Provided that such Rights Plan requires that each share of Common Stock issued upon conversion of the Convertible Preferred Stock at any time prior to the distribution of separate certificates representing the Rights be entitled to receive such Rights, then, notwithstanding anything else to the contrary in this Certificate, there shall not be any adjustment to the conversion privilege or Conversion Rate as a result of the issuance of Rights, but an adjustment to the Conversion Rate shall be made

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pursuant to Section 8(d) upon the separation of the Rights from the Common Stock.

11.Change of Control.

(a)Repurchase Right. If there shall occur a Change of Control, shares of Convertible Preferred Stock shall be purchased, subject to satisfaction by or on behalf of any holder of the requirements set forth in Section 11(c), by the Corporation at the option of the holders thereof as of the date specified by the Corporation (the “Change of Control Purchase Date”) that is not less than 30 calendar days nor more than 60 calendar days after the mailing of written notice of the Change of Control pursuant to Section 11(b) below. The Purchase Price shall be paid, at the option of the Corporation, in cash, shares of Common Stock, or any combination thereof; provided that the Corporation shall not be permitted to pay all or any portion of the Purchase Price in shares of Common Stock unless:

(i)the Corporation shall have given timely notice pursuant to Section 11(b) hereof of its intention to purchase all or a specified percentage of the Convertible Preferred Stock with shares of Common Stock as provided herein;

(ii)the Corporation shall have registered such shares of Common Stock under the Securities Act and the Exchange Act, in each case, if required;

(iii)such shares of Common Stock have been listed on a national securities exchange or have been quoted in an inter-dealer quotation system of any registered United States national securities association; and

(iv)any necessary qualification or registration under applicable state securities laws has been obtained, if required, or an exemption therefrom is available.

If the foregoing conditions to pay the Purchase Price in shares of Common Stock are not satisfied with respect to any holder or holders of Convertible Preferred Stock prior to the close of business on the Change of Control Purchase Date and the Corporation has elected to purchase the Convertible Preferred Stock pursuant to this Section 11 through the issuance of shares of Common Stock, then, notwithstanding any election by the Corporation to the contrary, the Corporation shall pay the entire Purchase Price of the Convertible Preferred Stock of such holder or holders entirely in cash. Except as provided in the preceding sentence, the Corporation may not change the form of consideration to be paid for the

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Convertible Preferred Stock after the mailing of written notice of the Change of Control pursuant to Section 11(b) below.

(b)Notice to Holders. Within 30 days after the occurrence of a Change of Control, the Corporation shall mail a written notice of the Change of Control to each holder, issue a press release containing such notice and publish such notice on its web site on the World Wide Web. The Corporation shall also deliver a copy of the notice to the Transfer Agent. The notice shall include the form of a Change of Control Purchase Notice (as defined in Section 11(c) below) to be completed by the holder and shall state:

(i)the date of such Change of Control and, briefly, the events causing such Change of Control;

(ii)the date by which the Change of Control Purchase Notice pursuant to this Section 11 must be given;

(iii)the Change of Control Purchase Date;

(iv)the Purchase Price that will be payable with respect to the shares of Convertible Preferred Stock as of the Change of Control Purchase Date, and whether such Purchase Price will be paid in cash, shares of Common Stock, or, if a combination thereof, the percentages of the Purchase Price the Corporation will pay in cash and in shares of Common Stock;

(v)the name and address of each Paying Agent and Conversion Agent;

(vi)the Conversion Rate and any adjustments thereto;

(vii)that Convertible Preferred Stock as to which a Change of Control Purchase Notice has been given may be converted into Common Stock pursuant to this Certificate only to the extent that the Change of Control Purchase Notice has been withdrawn in accordance with the terms of this Certificate;

(viii)the procedures that the holder of Convertible Preferred Stock must follow to exercise rights under this Section 11; and

(ix)the procedures for withdrawing a Change of Control Purchase Notice, including a form of notice of withdrawal.

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If any of the Convertible Preferred Stock is in the form of Global Preferred Shares, then the Corporation shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Preferred Shares.

(c)Conditions to Purchase. (i) A holder of shares of Convertible Preferred Stock may exercise its rights specified in Section 11(a) upon delivery of a written notice (which shall be in substantially the form included as Exhibit E to this Certificate and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Preferred Shares, may be delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Change of Control Purchase Notice”) to the Transfer Agent at any time prior to the close of business on the Business Day immediately before the Change of Control Purchase Date. The Transfer Agent shall promptly notify the Corporation of the receipt of any Change of Control Purchase Notice.

(ii)The delivery of such shares of Convertible Preferred Stock to be purchased by the Corporation to the Transfer Agent (together with all necessary endorsements) at the office of the Transfer Agent, or the book-entry transfer of such shares, shall be a condition to the receipt by the holder of the Change of Control Purchase Price.

(iii)Any purchase by the Corporation contemplated pursuant to the provisions of this Section 11(c) shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Change of Control Purchase Date and the time of delivery of such share of Convertible Preferred Stock to the Transfer Agent in accordance with this Section 11(c).

(d)Withdrawal of Change of Control Purchase Notice. Notwithstanding anything herein to the contrary, any holder of Convertible Preferred Stock delivering to the Transfer Agent the Change of Control Purchase Notice shall have the right to withdraw such Change of Control Purchase Notice in whole or in part at any time prior to the close of business on the Business Day before the Change of Control Purchase Date by delivery of a written notice of withdrawal to the Transfer Agent specifying:

(i)if certificated shares of Convertible Preferred Stock have been issued, the certificate numbers for such shares in

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respect of which such notice of withdrawal is being submitted, or if not, such information as may be required by the Depositary;

(ii)the number of shares of Convertible Preferred Stock, with respect to which such notice of withdrawal is being submitted; and

(iii)the number of shares of Convertible Preferred Stock, if any, that remain subject to the original Change of Control Purchase Notice and that have been or will be delivered for purchase by the Corporation.

The Transfer Agent shall promptly notify the Corporation of the receipt of any written notice of withdrawal of a Change of Control Purchase Notice. The Transfer Agent will promptly return to the respective holders thereof any shares of Convertible Preferred Stock with respect to which a Change of Control Purchase Notice has been withdrawn in compliance with this Certificate.

(e)Global Preferred Shares. Anything herein to the contrary notwithstanding, in the case of Global Preferred Shares, any Change of Control Purchase Notice may be delivered or withdrawn, and the shares of Convertible Preferred Stock in respect of such Global Preferred Shares may be surrendered or delivered for purchase, in accordance with the applicable procedures of the Depositary as in effect from time to time.

(f)Effect of Change of Control Purchase Notice. Upon receipt by the Transfer Agent of the Change of Control Purchase Notice, the holder of the shares of Convertible Preferred Stock in respect of which such Change of Control Purchase Notice was given shall (unless such Change of Control Purchase Notice is withdrawn as specified above) thereafter be entitled to receive the Purchase Price with respect to such shares of Convertible Preferred Stock, subject to 11(c) hereof. Such Purchase Price shall be paid to such holder promptly on the later of (a) the Change of Control Purchase Date with respect to such shares of Convertible Preferred Stock or (b) the time of delivery of such shares of Convertible Preferred Stock to the Transfer Agent by the holder thereof in the manner required by this Section 11. Shares of Convertible Preferred Stock in respect of which a Change of Control Purchase Notice has been given by the holder thereof may not be converted into Common Stock on or after the date of the delivery of such Change of Control Purchase Notice unless such Change of Control Purchase Notice has first been validly withdrawn as specified in Section 11(d) above.

(g)Payment of Purchase Price in Common Stock. Payment of the specified portion of the Purchase Price in shares of Common Stock pursuant to Section 11(a) hereof shall be made by the issuance of a

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number of shares of Common Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price, as the case may be, to be paid in shares of Common Stock by (ii) 95% of the average of the Closing Sale Prices of the Common Stock for the 5 Trading Days immediately preceding and including the third Trading Day prior to the Change of Control Purchase Date (appropriately adjusted to take into account the occurrence during such period of any event described in Section 8). The Corporation will not issue fractional shares of Common Stock in payment of the Purchase Price. Instead, the Corporation will pay cash based on the Closing Sale Price for all fractional shares on the Change of Control Purchase Date. If a holder of Convertible Preferred Stock elects to have more than one share of Convertible Preferred Stock purchased, the number of shares of Common Stock to be received by such holder shall be based on the aggregate number of shares of Convertible Preferred Stock to be purchased. Upon determination of the actual number of shares of Common Stock to be issued upon repurchase of Convertible Preferred Stock, the Corporation shall be required to disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing this information or publish the information on the Corporation’s web site or through such other public medium as the Corporation may use at that time.

(h)Deposit of Purchase Price. Prior to 11:00 a.m. (New York City time) on the Change of Control Purchase Date, the Corporation shall deposit with the Paying Agent an amount of cash (in immediately available funds if deposited on such Business Day), Common Stock, or combination of cash and Common Stock, as applicable, sufficient to pay the aggregate Purchase Price of all shares of Convertible Preferred Stock or portions thereof which are to be purchased as of the Change of Control Purchase Date. The manner in which the deposit required by this Section 11(h) is made by the Corporation shall be at the option of the Corporation, provided, however, that such deposit shall be made in a manner such that the Paying Agent shall have immediately available funds on the Change of Control Purchase Date. If the Paying Agent holds, on the Business Day following the Change of Control Purchase Date, cash, Common Stock or cash and Common Stock, as applicable, sufficient to pay the Purchase Price of any share of Convertible Preferred Stock for which a Change of Control Purchase Notice has been tendered and not withdrawn in accordance with this Section 11(d), then, immediately after such Change of Control Purchase Date, such share of Convertible Preferred Stock will cease to be Outstanding, dividends (including Liquidated Damages) will cease to accrue and all other rights of the holder in respect thereof shall terminate (other than the right to receive the Purchase Price as aforesaid). The Corporation shall publicly announce the number of shares of Convertible Preferred Stock purchased as a result of such Change of

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Control on or as soon as practicable after the Change of Control Purchase Date.

(i)Convertible Preferred Stock Purchased in Part. Upon surrender of a certificate or certificates representing shares of the Convertible Preferred Stock that is or are purchased in part, the Corporation shall execute, and the Transfer Agent shall authenticate and deliver to the holder, a new certificate or certificates representing shares of the Convertible Preferred Stock in an amount equal to the unpurchased portion of the shares of Convertible Preferred Stock surrendered for partial purchase.

(j)Repayment to the Corporation. The Paying Agent shall return to the Corporation any cash that remains unclaimed for two years, subject to applicable unclaimed property law, together with interest, if any, thereon held by the Paying Agent for the payment of the Change of Control Purchase Price; provided, however, that to the extent that the aggregate amount of cash deposited by the Corporation pursuant to this Section 11 exceeds the aggregate Purchase Price of the Convertible Preferred Stock or portions thereof which the Corporation is obligated to purchase as of the Change of Control Purchase Date, then on the Business Day following the Change of Control Purchase Date, the Paying Agent shall return any such excess to the Corporation. Thereafter, any holder entitled to payment must look to the Corporation for payment as general creditors, unless an applicable abandoned property law designates another Person.

12.Voting Rights.

(a)The holders of record of shares of the Convertible Preferred Stock shall not be entitled to any voting rights except as hereinafter provided in this Section 12, as otherwise provided in the Amended and Restated Certificate of Incorporation, or as otherwise provided by law.

(b)The affirmative vote of holders of at least two-thirds of the outstanding shares of the Convertible Preferred Stock and all other Parity Stock with like voting rights, voting as a single class, in person or by proxy, at an annual meeting of the Corporation’s stockholders or at a special meeting called for the purpose, or by written consent in lieu of such a meeting, shall be required to alter, repeal or amend, whether by merger, consolidation, combination, reclassification or otherwise, any provisions of the Amended and Restated Certificate of Incorporation or this Certificate if the amendment would amend, alter or affect the powers, preferences or rights of the Convertible Preferred Stock, so as to adversely affect the holders thereof, including, without limitation, the creation of, or increase in the authorized number of, shares of any class or series of

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Senior Stock; provided however, that (i) any increase in the amount of the authorized Common Stock or currently authorized Parity Stock or the creation and issuance of any class or series of Common Stock, other Junior Stock or Parity Stock will not be deemed to adversely affect such powers, preferences or rights; and (ii) the creation of, or increase in the authorized number of, shares of any class or series of Senior Stock shall be deemed to adversely affect such powers, preferences or rights.

(c)If at any time (1) dividends on any shares of Convertible Preferred Stock or any other class or series of Parity Stock having like voting rights shall be in arrears for Dividend Periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters or (2) the Corporation shall have failed to pay the Redemption Price when due or the Purchase Price when due, then, in each case, the holders of shares of Convertible Preferred Stock (voting separately as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two of the authorized number of the Corporation’s directors (each, a “Convertible Preferred Stock Director”) at the next annual meeting of stockholders (or at a special meeting of the Corporation’s stockholders called for such purpose, whichever is earlier) and each subsequent meeting until the Redemption Price, Purchase Price or all dividends accumulated on the Convertible Preferred Stock have been fully paid or set aside for payment. The term of office of such Convertible Preferred Stock Directors will terminate immediately upon the termination of the right of the holders of Convertible Preferred Stock and such Parity Stock to vote for directors. Each holder of shares of the Convertible Preferred Stock will have one vote for each share of Convertible Preferred Stock held. At any time after voting power to elect directors shall have become vested and be continuing in the holders of the Convertible Preferred Stock pursuant to this Section 12(c), or if a vacancy shall exist in the office of any Convertible Preferred Stock Director, the Board of Directors may, and upon written request of the holders of record of at least 25% of the Outstanding Convertible Preferred Stock addressed to the Chairman of the Board of the Corporation shall, call a special meeting of the holders of the Convertible Preferred Stock (voting separately as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable) for the purpose of electing the Convertible Preferred Stock Director that such holders are entitled to elect. At any meeting held for the purpose of electing a Convertible Preferred Stock Director, the presence in person or by proxy of the holders of at least a majority of the Outstanding Convertible Preferred Stock shall be required to constitute a quorum of such Convertible Preferred Stock. Any vacancy occurring in the office of a Convertible Preferred Stock Director may be filled by the remaining Convertible Preferred Stock Director unless and until such

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vacancy shall be filled by the holders of the Convertible Preferred Stock and all other Parity Stock having like voting rights, as provided above. The Convertible Preferred Stock Directors shall agree, prior to their election to office, to resign upon any termination of the right of the holders of Convertible Preferred Stock and Parity Stock having like voting rights to vote as a class for Convertible Preferred Stock Directors as herein provided, and upon such termination, the Convertible Preferred Stock Directors then in office shall forthwith resign.

13.Transfer Agent and Registrar. The duly appointed Transfer Agent (the “Transfer Agent”) and Registrar (the “Registrar”) for the Convertible Preferred Stock shall be Mellon Investor Services LLC. The Corporation may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Corporation and the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal.

14.Currency. All shares of Convertible Preferred Stock shall be denominated in U.S. currency, and all payments and distributions thereon or with respect thereto shall be made in U.S. currency. All references herein to “$”or “dollars” refer to U.S. currency.

15.Form. (a) The Convertible Preferred Stock shall be issued in the form of one or more permanent global shares of Convertible Preferred Stock (each, a “Global Preferred Share”) in definitive, fully registered form with the global legend (the “Global Shares Legend”) and, until such time as otherwise determined by the Corporation and the Registrar, the restricted shares legend (the “Restricted Shares Legend”), each as set forth on the form of Convertible Preferred Stock certificate attached hereto as Exhibit A, which is hereby incorporated in and expressly made a part of this Certificate. The Global Preferred Shares may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Preferred Shares shall be deposited on behalf of the holders of the Convertible Preferred Stock represented thereby with the Registrar, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section 15, countersign and deliver initially one or more Global Preferred Shares that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii)

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shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate, with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share. Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Convertible Preferred Stock, unless (x) DTC is unwilling or unable to continue as Depositary for the Global Preferred Shares and the Corporation does not appoint a qualified replacement for DTC within 90 days, (y) DTC ceases to be a “clearing agency” registered under the Exchange Act or (z) the Corporation decides to discontinue the use of book-entry transfer through DTC (or any successor Depositary). In any such case, the Global Preferred Shares shall be exchanged in whole for certificated shares of Convertible Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference, and bearing a Restricted Shares Legend (unless the Corporation determines otherwise in accordance with applicable law). Certificated shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Person specified by DTC in a written instrument to the Registrar.

(b)(i) An Officer shall sign the Global Preferred Shares for the Corporation, in accordance with the Corporation’s bylaws and applicable law, by manual or facsimile signature.

(ii)If an Officer whose signature is on a Global Preferred Share no longer holds that office at the time the Transfer Agent authenticates the Global Preferred Share, the Global Preferred Share shall be valid nevertheless.

(iii)A Global Preferred Share shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Global Preferred Share. The signature shall be conclusive evidence that such Global Preferred Share has been authenticated under this Certificate. Each Global Preferred Share shall be dated the date of its authentication.

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16.Registration; Transfer. (a) The Convertible Preferred Stock and the Common Stock issuable upon conversion of the shares of Convertible Preferred Stock have not been registered under the Securities Act and may not be resold, pledged or otherwise transferred prior to the date that is two years after the later of the last date of issuance of the Convertible Preferred Stock and the last date on which the Corporation or any Affiliate thereof was the owner of such shares of Convertible Preferred Stock or Common Stock, other than (i) to the Corporation or any Affiliate or Subsidiary thereof, (ii) to “qualified institutional buyers” pursuant to and in compliance with Rule 144A under the Securities Act (“Rule 144A”), (iii) pursuant to an exemption from the registration requirements of the Securities Act, including Rule 144 under the Securities Act (“Rule 144”), if available, or (iv) pursuant to an effective registration statement under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States.

(b)Notwithstanding any provision to the contrary herein, so long as a Global Preferred Share remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Preferred Share, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with this Section 16; provided, however, that a beneficial interest in a Global Preferred Share bearing the Restricted Shares Legend may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in a different Global Preferred Share not bearing the Restricted Shares Legend in accordance with the transfer restrictions set forth in the Restricted Shares Legend and the provisions set forth in Section 16(c)(ii).

(c)(i) Except for transfers or exchanges made in accordance with Section 16(c)(ii), transfers of a Global Preferred Share shall be limited to transfers of such Global Preferred Share in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

(ii)If an owner of a beneficial interest in a Global Preferred Share deposited with the Depositary or with the Registrar as custodian for the Depositary wishes at any time to transfer its interest in such Global Preferred Share bearing the Restricted Shares Legend to a Person who is eligible to take delivery thereof in the form of a beneficial interest in a Global Preferred Share not bearing the Restricted Shares Legend, such owner may, subject to the rules and procedures of the Depositary, cause the exchange of such interest for a new beneficial interest in the applicable Global Preferred Share. Upon receipt by the Registrar at its office in The City of New York of (A) instructions from the holder directing the Registrar to transfer its interest in the applicable Global Preferred Share, such instructions to contain the

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name of the transferee and appropriate account information, (B) a certificate in the form of the Certificate of Transfer attached hereto as Exhibit B, given by the transferor, to the effect set forth therein, and (C) such other certifications, legal opinions and other information as the Corporation or the Registrar may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced such Global Preferred Share bearing the Restricted Shares Legend (in the form included in Exhibit A attached hereto) by the number of shares of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Global Preferred Share that is being transferred, and concurrently with such reduction and debit, the Registrar will instruct the Depositary to increase or cause to be increased the applicable Global Preferred Share not bearing the Restricted Shares Legend by the aggregate number of shares being exchanged and to credit or cause to be credited to the account of the transferee the beneficial interest in the Global Preferred Share that is being transferred.

(d)Except in connection with a Shelf Registration Statement contemplated by and in accordance with the terms of the Registration Rights Agreement relating to the Convertible Preferred Stock and shares of Common Stock issuable on conversion of the Convertible Preferred Stock, if shares of Convertible Preferred Stock are issued upon the transfer, exchange or replacement of Convertible Preferred Stock bearing the Restricted Shares Legend, or if a request is made to remove such Restricted Shares Legend on Convertible Preferred Stock, the Convertible Preferred Stock so issued shall bear the Restricted Shares Legend and the Restricted Shares Legend shall not be removed unless there is delivered to the Corporation and the Registrar such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State of New York, as may be reasonably required by the Corporation or the Registrar, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such shares of Convertible Preferred Stock are not “restricted securities” within the meaning of Rule 144. Upon provision of such satisfactory evidence, the Registrar, at the direction of the Corporation, shall countersign and deliver shares of Convertible Preferred Stock that do not bear the Restricted Shares Legend.

(e)The Corporation will refuse to register any transfer of Convertible Preferred Stock or any Common Stock issuable upon conversion of the shares of Convertible Preferred Stock that is not made in

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accordance with the provisions of the Restricted Shares Legend and the provisions of Rule 144A or Rule 144, pursuant to a registration statement that has been declared effective under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act; provided that the provisions of this paragraph (e) shall not be applicable to any Convertible Preferred Stock that does not bear any Restricted Shares Legend or to any Common Stock that does not bear a common share legend , a form of which is attached hereto as Exhibit C (the “Common Share Legend”).

(f)Common Stock issued upon a conversion of the Convertible Preferred Stock prior to the effectiveness of a Shelf Registration Statement shall be delivered in certificated form and shall bear the Common Share Legend and include on its reverse side the Form of Certificate of Transfer for Common Stock attached as Exhibit D hereto. If (i) shares of Common Stock issued prior to the effectiveness of a Shelf Registration Statement are to be registered in a name other than that of the holder of Convertible Preferred Stock or (ii) shares of Common Stock represented by a certificate bearing the Common Share Legend are transferred subsequently by such holder, then the holder must deliver to the Registrar a certificate in substantially the form of Exhibit D hereto as to compliance with the restrictions on transfer applicable to such Common Stock and the Registrar shall not be required to register any transfer of such Common Stock not so accompanied by a properly completed certificate. Such Common Share Legend may be removed, and new certificates representing the Common Stock may be issued, upon the presentation of satisfactory evidence that such Common Share Legend is no longer required as described above in paragraph (c) of this Section 16 with respect to the Convertible Preferred Stock.

17.Paying Agent and Conversion Agent.

(a)The Corporation shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Convertible Preferred Stock may be presented for payment (the “Paying Agent”) and (ii) an office or agency where Convertible Preferred Stock may be presented for conversion (the “Conversion Agent”). The Transfer Agent shall act as Paying Agent and Conversion Agent, unless another Paying Agent or Conversion Agent is appointed by the Corporation. The Corporation may appoint the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine. The term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agent. The Corporation may change any Paying Agent or Conversion Agent without prior notice to any holder. The

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Corporation shall notify the Registrar of the name and address of any Paying Agent or Conversion Agent appointed by the Corporation. If the Corporation fails to appoint or maintain another entity as Paying Agent or Conversion Agent, the Registrar shall act as such. The Corporation or any of its Affiliates may act as Paying Agent, Registrar or Conversion Agent.

(b)Payments due on the Convertible Preferred Stock shall be payable at the office or agency of the Corporation maintained for such purpose in The City of New York and at any other office or agency maintained by the Corporation for such purpose. Payments shall be payable by United States dollar check drawn on, or wire transfer (provided, that appropriate wire instructions have been received by the Registrar at least 15 days prior to the applicable date of payment) to a U.S. dollar account maintained by the holder with, a bank located in New York City; provided that at the option of the Corporation, payment of dividends may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Convertible Preferred Stock register. Notwithstanding the foregoing, payments due in respect of beneficial interests in the Global Preferred Shares shall be payable by wire transfer of immediately available funds in accordance with the procedures of the Depositary.

18.Headings. The headings of the Sections of this Certificate are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

FREEPORT-MCMORAN COPPER & GOLD INC.
By:	/s/ Kathleen L. Quirk
	Name:	Kathleen L. Quirk
	Title:	Senior Vice President Chief Financial Officer and Treasurer

ATTEST:
By:	/s/ Douglas N. Currault II
	Name:	Douglas N. Currault II
	Title:	Assistant Secretary

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EXHIBIT A

FORM OF 5½% CONVERTIBLE PERPETUAL PREFERRED STOCK

Number:___   ____________ Shares

CUSIP NO.: 35671D816

5½% Convertible Perpetual Preferred Stock

(par value $.10 per share)

(liquidation preference $1,000.00 per share)

OF

FREEPORT-MCMORAN COPPER & GOLD INC.

FACE OF SECURITY

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

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATIONS REFERRED TO BELOW.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]

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[RESTRICTED SHARES LEGEND] [THIS SECURITY AND THE SHARES OF CLASS B COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF CLASS B COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE LAST DATE OF ISSUANCE OF THE CONVERTIBLE PERPETUAL PREFERRED STOCK HEREOF AND THE LAST DATE ON WHICH FREEPORT-MCMORAN COPPER & GOLD INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY AFFILIATE OR SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED REGISTRAR PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation (the “Corporation”), hereby certifies that Cede & Co. or registered assigns (the “Holder”) is the registered owner of fully paid and non-assessable shares of

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preferred stock of the Corporation designated the “5½% Convertible Perpetual Preferred Stock,” par value $0.10 per share and liquidation preference $1,000.00 per share (the “Convertible Preferred Stock”). The shares of Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preferred Stock represented hereby are issued and shall in all respects be subject to the provisions of the Certificate of Designations of the Corporation dated March 30, 2004, as the same may be amended from time to time in accordance with its terms (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the respective meanings given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Corporation at its principal place of business.

Reference is hereby made to select provisions of the Convertible Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the shares of Convertible Preferred Stock evidenced hereby shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, Freeport-McMoRan Copper & Gold Inc. has executed this certificate as of the date set forth below.

FREEPORT-MCMORAN COPPER & GOLD INC.
By:	__________________________
	Name:
	Title:
Dated:	__________________________

TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the certificates representing shares of Preferred Stock referred to in the within mentioned Certificate of Designations.

Mellon Investor Services LLC, as Transfer Agent
By:	__________________________
	Name:
	Title:	Authorized Signatory
Dated:	__________________________

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REVERSE OF SECURITY

FREEPORT-MCMORAN COPPER & GOLD INC.

5½% Convertible Perpetual Preferred Stock

Dividends on each share of 5½% Convertible Perpetual Preferred Stock shall be payable in cash at a rate per annum set forth on the face hereof or as provided in the Certificate of Designations.

The shares of 5½% Convertible Perpetual Preferred Stock shall be redeemable as provided in the Certificate of Designations. The shares of 5½% Convertible Perpetual Preferred Stock shall be convertible into the Corporation’s Class B Common Stock in the manner and according to the terms set forth in the Certificate of Designations. Upon a Change of Control, holders of shares of 5½% Convertible Perpetual Preferred Stock will have the right to require the Corporation to purchase such shares in the manner and according to the terms set forth in the Certificate of Designations.

As required under Delaware law, the Corporation shall furnish to any Holder upon request and without charge, a full summary statement of the designations, voting rights preferences, limitations and special rights of the shares of each class or series authorized to be issued by the Corporation so far as they have been fixed and determined.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of 5½% Convertible Perpetual Preferred Stock evidenced hereby to:

________________________________________________________________

________________________________________________________________

(Insert assignee’s social security or tax identification number)

________________________________________________________________

(Insert address and zip code of assignee)

________________________________________________________________

________________________________________________________________

and irrevocably appoints:

________________________________________________________________

agent to transfer the shares of 5½% Convertible Perpetual Preferred Stock
evidenced hereby on the books of the Transfer Agent and Registrar. The
agent may substitute another to act for him or her.

Date: __________________

Signature: ______________________

(Sign exactly as your name appears on the other side of this 5½% Convertible
Perpetual Preferred Stock)

Signature Guarantee: _____________________¹

¹ Signature must be guaranteed by an “eligible guarantor institution” (i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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NOTICE OF CONVERSION

(To be Executed by the Registered Holder

in order to Convert the 5½% Convertible Perpetual Preferred Stock)

The undersigned hereby irrevocably elects to convert (the “Conversion”) _______ shares of 5½% Convertible Perpetual Preferred Stock (the “Convertible Preferred Stock”), represented by stock certificate No(s). __ (the “Convertible Preferred Stock Certificates”) into shares of Class B common stock, par value $0.10 per share (“Common Stock”), of Freeport-McMoRan Copper & Gold Inc. (the “Corporation”) according to the conditions of the Certificate of Designations establishing the terms of the Convertible Preferred Stock (the “Certificate of Designations”), as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Convertible Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof).

The undersigned represents and warrants that all offers and sales by the undersigned of the shares of Common Stock issuable to the undersigned upon conversion of the Convertible Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933 (the “Act”) or pursuant to an exemption from registration under the Act.

Any holder, upon the exercise of its conversion rights in accordance with the terms of the Certificate of Designations and the Convertible Preferred Stock, agrees to be bound by the terms of the Registration Rights Agreement.

The Corporation is not required to issue shares of Common Stock until the original Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or its Transfer Agent. The Corporation shall issue and deliver shares of Common Stock to an overnight courier not later than two business days following receipt of the original Convertible Preferred Stock Certificate(s) to be converted.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designations.

Date of Conversion: __________________________________________

Applicable Conversion Rate: __________________________________

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Number of shares of 5½% Convertible Perpetual Preferred Stock

to be Converted: __________________________

Number of shares of Common Stock to be Issued: __________________

Signature: __________________________________________________

Name: _____________________________________________________

Address:² __________________________________________________

Fax No.: ___________________________________________________

² Address where shares of Common Stock and any other payments or certificates shall be sent by the Corporation.

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SCHEDULE A

SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY

The initial number of shares of 5½% Convertible Perpetual Preferred Stock represented by this Global Preferred Share shall be _______. The following exchanges of a part of this Global Preferred Share have been made:

Date of Exchange Amount of decrease in number of shares represented by this Global Preferred Share Amount of increase in number of shares represented by this Global Preferred Share Number of shares represented by this Global Preferred Share following such decrease or increase Signature of authorized officer of Registrar

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

(Transfers pursuant to 16(c)(ii) or 16(e)

of the Certificate of Designations)

Mellon Investor Services LLC, as Transfer Agent

Plaza of the Americas

600 North Pearl Street

Suite 1010

Dallas, Texas 75201

Attn: Mr. David M. Cary

Re: Freeport-McMoRan Copper & Gold Inc.

    5½% Convertible Perpetual Preferred Stock

    (the “Convertible Preferred Stock”)

Reference is hereby made to the Certificate of Designations relating to the Convertible Preferred Stock dated March 30, 2004, as such may be amended from time to time (the “Certificate of Designations”). Capitalized terms used but not defined herein shall have the respective meanings given them in the Certificate of Designations.

This Letter relates to _____ shares of the Convertible Preferred Stock (the “Securities”) which are held in the form of a Global Preferred Share bearing the Restricted Shares Legend (CUSIP No. 35671D816) with the Depositary in the name of [name of transferor] (the “Transferor”) to effect the transfer of the Securities.

In connection with such request, and in respect of the Convertible Preferred Stock, the Transferor does hereby certify that shares of the Convertible Preferred Stock are being transferred (i) in accordance with applicable securities laws of any state of the United States or any other jurisdiction and (ii) in accordance with the following terms:

CHECK ONE BOX BELOW, AS APPLICABLE:

(1) [ ] to a transferee that the Transferor reasonably believes is a qualified institutional buyer, within the meaning of Rule 144A under the Securities Act, purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

(2) [ ] pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);

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(3) [ ] in accordance with another exemption from the registration requirements of the Securities Act (based upon an opinion of counsel if the Corporation so requests);

(4) [ ] to the Corporation or an Affiliate or Subsidiary thereof; or

(5) [ ] pursuant to a registration statement that has been declared effective under the Securities Act.

Unless one of the boxes is checked, the Transfer Agent will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (2) or (3) is checked, the Transfer Agent shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Corporation has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act.

      [Name of Transferor]

      By:___________________________

      Name:

      Title:

Dated:

cc:      Freeport-McMoRan Copper & Gold Inc.

           1615 Poydras Street

New Orleans, Louisiana 70112

Attn: Corporate Secretary

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EXHIBIT C

Form of Common Share Legend

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH FREEPORT-MCMORAN COPPER & GOLD INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY AFFILIATE OR SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED REGISTRAR PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE REVERSE SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

B-53

EXHIBIT D

FORM OF CERTIFICATE OF TRANSFER

FOR COMMON STOCK

(Transfers pursuant to Section 16(f) of the

Certificate of Designations)

Mellon Investor Services LLC, as Transfer Agent

Plaza of the Americas

600 North Pearl Street

Suite 1010

Dallas, Texas 75201

Attn: Mr. David M. Cary

Re:Freeport-McMoRan Copper & Gold Inc.

    5½% Convertible Perpetual Preferred Stock

    (the “Convertible Preferred Stock”)

Reference is hereby made to the Certificate of Designations relating to the Convertible Preferred Stock dated March 30, 2004, as such may be amended from time to time (the “Certificate of Designations”). Capitalized terms used but not defined herein shall have the respective meanings given them in the Certificate of Designations.

This letter relates to ____ shares of Common Stock (the “Securities”) represented by the accompanying certificate(s) (CUSIP No. 35671D832) that were issued upon conversion of the Convertible Preferred Stock and which are held in the name of [name of transferor] (the “Transferor”) to effect the transfer of such Common Stock.

In connection with such request and in respect of the shares of Common Stock, the Transferor does hereby certify that the shares of Common Stock are being transferred (i) in accordance with applicable securities laws of any state of the United States or any other jurisdiction and (ii) in accordance with the following terms:

CHECK ONE BOX BELOW

(1) [ ] to a transferee that the Transferor reasonably believes is a qualified institutional buyer, within the meaning of Rule 144A under the Securities Act, purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

B-54

(2) [ ]pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);

(3) [ ] in accordance with another exemption from the registration requirements of the Securities Act (based upon an opinion of counsel if the Corporation so requests);

(4) [ ] to the Corporation or an Affiliate or Subsidiary thereof; or

(5) [ ] pursuant to a registration statement that has been declared effective under the Securities Act.

Unless one of the boxes is checked, the Transfer Agent will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (2) or (3) is checked, the Transfer Agent shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Corporation has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act.

      [Name of Transferor]

      By: ____________________

      Name:

      Title:

Dated:

cc:      Freeport-McMoRan Copper & Gold Inc.

           1615 Poydras Street

New Orleans, Louisiana 70112

Attn: Corporate Secretary

B-55

EXHIBIT E

FORM OF NOTICE OF ELECTION OF REDEMPTION

UPON A CHANGE OF CONTROL

Mellon Investor Services LLC, as Transfer Agent

Plaza of the Americas

600 North Pearl Street

Suite 1010

Dallas, Texas 75201

Attn: Mr. David M. Cary

Re:      Freeport-McMoRan Copper & Gold Inc.

5½% Convertible Perpetual Preferred Stock

(the “Convertible Preferred Stock”)

The undersigned hereby irrevocably acknowledges receipt of a notice from Freeport-McMoRan Copper & Gold Inc. (the “Corporation”) as to the occurrence of a Change of Control with respect to the Corporation and requests and instructs the Corporation to purchase _____ shares of Convertible Preferred Stock in accordance with the terms of the Certificate of Designations at the Purchase Price.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto pursuant to the Certificate of Designations.

Dated: _____________

___________________

___________________

Signature(s)

NOTICE: The above signatures of the holder(s) hereof must
correspond with the name as written upon the face of the
Security in every particular without alteration or enlargement
or any change whatever.

Aggregate Liquidation Preference to be redeemed
(if less than all):

____________________________

____________________________

Social Security or Other Taxpayer
Identification Number

B-56

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

dated as of

March 19, 2007,

among

FREEPORT-MCMORAN COPPER & GOLD INC.,

The Lenders Party Hereto,

The Issuing Banks Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent

and

MERRILL LYNCH, PIERCE, FENNER

& SMITH INCORPORATED,

as Syndication Agent,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

THE BANK OF NOVA SCOTIA,

UBS SECURITIES LLC,

as Co-Documentation Agents,

___________________________

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

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

ARTICLE I

Definitions

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	43
SECTION 1.03.	Terms Generally	43
SECTION 1.04.	Accounting Terms; GAAP	44

ARTICLE II

The Credits

SECTION 2.01.	Commitments	44
SECTION 2.02.	Loans and Borrowings	44
SECTION 2.03.	Requests for Borrowings	45
SECTION 2.04.	Funding of Borrowings	46
SECTION 2.05.	Letters of Credit	46
SECTION 2.06.	Interest Elections	51
SECTION 2.07.	Termination and Reduction of Commitments	53
SECTION 2.08.	Repayment of Loans; Evidence of Debt	53
SECTION 2.09.	Amortization of Term Loans	54
SECTION 2.10.	Prepayment of Loans	55
SECTION 2.11.	Fees	58
SECTION 2.12.	Interest	59
SECTION 2.13.	Alternate Rate of Interest	60
SECTION 2.14.	Increased Costs	60
SECTION 2.15.	Break Funding Payments	61
SECTION 2.16.	Taxes	62
SECTION 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	63
SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	65
SECTION 2.19.	Swingline Loans	66

 

ARTICLE III

Representations and Warranties

SECTION 3.01.	Organization; Powers	67
SECTION 3.02.	Authorization; Enforceability	67
SECTION 3.03.	Governmental Approvals; No Conflicts	68
SECTION 3.04.	Financial Condition; No Material Adverse Change	68
SECTION 3.05.	Properties	69
SECTION 3.06.	Litigation and Environmental Matters	69
SECTION 3.07.	Compliance with Laws and Agreements	70
SECTION 3.08.	Investment Company Status	70
SECTION 3.09.	Taxes	70
SECTION 3.10.	ERISA	70
SECTION 3.11.	Disclosure	70

2

SECTION 3.12.	Subsidiaries	70
SECTION 3.13.	Insurance	71
SECTION 3.14.	Labor Matters	71
SECTION 3.15.	Security Documents	71
SECTION 3.16.	Federal Reserve Regulations	73
SECTION 3.17.	Solvency	73
SECTION 3.18.	Senior Indebtedness	73

ARTICLE IV

Conditions

SECTION 4.01.	Effective Date	73
SECTION 4.02.	Each Credit Event	76

ARTICLE V

Affirmative Covenants

SECTION 5.01.	Financial Statements and Other Information	77
SECTION 5.02.	Notices of Material Events	78
SECTION 5.03.	Information Regarding Collateral	79
SECTION 5.04.	Existence; Conduct of Business	79
SECTION 5.05.	Payment of Obligations	79
SECTION 5.06.	Maintenance of Properties	79
SECTION 5.07.	Insurance	79
SECTION 5.08.	Casualty and Condemnation	80
SECTION 5.09.	Books and Records; Inspection and Audit Rights	80
SECTION 5.10.	Compliance with Laws; Environmental Reports	80
SECTION 5.11.	Use of Proceeds and Letters of Credit	81
SECTION 5.12.	Additional Subsidiaries	82
SECTION 5.13.	Further Assurances	82

ARTICLE VI

Negative Covenants

SECTION 6.01.	Indebtedness; Certain Equity Securities	82
SECTION 6.02.	Liens	84
SECTION 6.03.	Fundamental Changes	86
SECTION 6.04.	Investments in Unrestricted Subsidiaries	88
SECTION 6.05.	Asset Sales	88
SECTION 6.06.	Sale and Leaseback Transactions	91
SECTION 6.07.	Hedging Agreements	91
SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	91
SECTION 6.09.	Transactions with Affiliates	93
SECTION 6.10.	Restrictive Agreements	94
SECTION 6.11.	Amendment of Material Documents	95
SECTION 6.12.	Fiscal Year	95
SECTION 6.13.	Designation of Unrestricted Subsidiaries	95
SECTION 6.14.	Total Leverage Ratio	96
SECTION 6.15.	Total Secured Leverage Ratio	96
SECTION 6.16.	Covenants with Respect to PTII	96

3

ARTICLE VII

Events of Default

ARTICLE VIII

The Agents

ARTICLE IX

Miscellaneous

SECTION 9.01.	Notices	104
SECTION 9.02.	Waivers; Amendments	104
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	106
SECTION 9.04.	Successors and Assigns	108
SECTION 9.05.	Survival	111
SECTION 9.06.	Counterparts; Integration; Effectiveness	111
SECTION 9.07.	Severability	112
SECTION 9.08.	Right of Setoff	112
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process; Sovereign Immunity	112

SECTION 9.10.	WAIVER OF JURY TRIAL	113
SECTION 9.11.	Headings	113
SECTION 9.12.	Confidentiality	113
SECTION 9.13.	Interest Rate Limitation	114
SECTION 9.14.	Judgment Currency	114
SECTION 9.15.	[intentionally omitted]	114
SECTION 9.16.	Patriot Act	115

SECTION 9.17.	No Fiduciary Relationship	115
SECTION 9.18.	Release of Liens and Guarantees; Rejurisdictioning of PTFI	115
SECTION 9.19.	Non-Public Information	116
SECTION 9.20.	Parallel Debt	116

SCHEDULES:

Schedule 1.01A—	Disclosed Matters
Schedule 1.01B—	Existing Letters of Credit
Schedule 1.01C-1 —	Ratable FCX Obligations
Schedule 1.01C-2 —	Ratable Cyprus Obligations
Schedule 1.01C-3 —	Ratable PD Obligations
Schedule 1.01D—	Mortgaged Properties
Schedule 1.01E—	Excluded Cable and Wire Subsidiaries
Schedule 2.01 —	Commitments
Schedule 3.03 —	Governmental Approvals
Schedule 3.04(e) —	Certain Developments

Schedule 3.12 —	Subsidiaries
Schedule 3.13 —	Insurance
Schedule 5.10A —	ICMM Principles
Schedule 5.10B —	ICMM Commitments with Respect to World Heritage Properties

4

Schedule 5.10C —	Response to Audit of Indonesian Operations by the International Centre for Corporate Accountability
Schedule 6.01 —	Existing Indebtedness
Schedule 6.02 —	Existing Liens
Schedule 6.10	Existing Restrictions

EXHIBITS:

Exhibit A —	Form of Assignment and Assumption
Exhibit B-1—	Form of Perfection Certificate
Exhibit B-2—	Form of Additional Perfection Certificate
Exhibit C —	Form of Issuing Bank Agreement
Exhibit D-1 —	Form of Collateral Agreement
Exhibit D-2 —	Form of Additional Collateral Agreement
Exhibit E —	[intentionally omitted]
Exhibit F —	Form of Affiliate Subordination Agreement
Exhibit G-1 —	Form of opinion of Davis Polk & Wardwell, New York counsel for the Borrower and the Subsidiaries
Exhibit G-2 —	Form of opinion of Jones, Walker, Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the Borrower and the Subsidiaries
Exhibit G-3 —	Form of opinion of Indonesian counsel for the Borrower
Exhibit G-4 —	Form of opinion of Indonesian counsel for the Lenders

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

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

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

ARTICLE I

Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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

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

Credit Ratings:	Eurodollar Spread (bps per annum)	ABR Spread (bps per annum)	Commitment Fee Rate (bps per annum)
Category 1 BBB/Baa2 or higher	100	0	20
Category 2 BBB-/Baa3	125	25	25
Category 3 BB+/Ba1	150	50	37.5
Category 4 BB/Ba2	150	50	50
Category 5 BB-/Ba3 or lower	175	75	50

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

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

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

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

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

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

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

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

“Borrower” means FCX.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notwithstanding the foregoing:

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

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

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

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

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

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

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

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

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

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

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

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

(1) any net income of any Person (other than FCX) if such Person is not a Restricted Subsidiary, except that: (A) subject to the limitations contained in clause (4) below, FCX’s equity in the net income of any such person for such period shall be included in such Consolidated Adjusted Net Income up to the aggregate amount of cash actually distributed by such Person during such period to FCX or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted Subsidiary, to the limitations contained in clause (3) below); and (B) FCX’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Adjusted Net Income;

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

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

(4) any gain (or loss) realized upon the sale or other disposition of any asset of FCX or its Subsidiaries (including pursuant to any sale and leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Equity Interest in any Person;

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

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

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

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

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

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

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

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

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

in each case, for such period. Notwithstanding the foregoing, there shall be excluded from Consolidated Adjusted Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to FCX or a Restricted Subsidiary to the extent such dividends, repayments or transfers reduce the Restricted Uses.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Indemnified Taxes” means Taxes other than Excluded Taxes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Loan Parties” means FCX and each Subsidiary Guarantor.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Permitted Encumbrances” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Permitted Investments” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Prepayment Event” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

“PTFI Shares” means capital stock of PTFI.

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

“PTII Shares” means capital stock of PTII.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Revolving Maturity Date” means March 19, 2012.

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

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

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

“S&P” means Standard & Poor’s.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

The Credits

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

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

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

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

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

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

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

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

(ii)the aggregate amount of such Borrowing;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Date	Principal Amount
September 30, 2007	$125,000,000
March 31, 2008	$125,000,000
September 30, 2008	$125,000,000
March 31, 2009	$125,000,000
September 30, 2009	$125,000,000
March 31, 2010	$125,000,000
September 30, 2010	$125,000,000
March 31, 2011	$125,000,000
September 30, 2011	$125,000,000
Tranche A Maturity Date	$1,375,000,000

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

Date	Principal Amount
June 30, 2007	$18,750,000
September 30, 2007	$18,750,000
December 31, 2007	$18,750,000
March 31, 2008	$18,750,000
June 30, 2008	$18,750,000
September 30, 2008	$18,750,000
December 31, 2008	$18,750,000
March 31, 2009	$18,750,000
June 30, 2009	$18,750,000
September 30, 2009	$18,750,000
December 31, 2009	$18,750,000
March 31, 2010	$18,750,000
June 30, 2010	$18,750,000
September 30, 2010	$18,750,000

December 31, 2010	$18,750,000
March 31, 2011	$18,750,000
June 30, 2011	$18,750,000
September 30, 2011	$18,750,000
December 31, 2011	$18,750,000
March 31, 2012	$18,750,000
June 30, 2012	$18,750,000
September 30, 2012	$18,750,000
December 31, 2012	$18,750,000
March 31, 2013	$18,750,000
June 30, 2013	$18,750,000
September 30, 2013	$18,750,000
December 31, 2013	$18,750,000
Tranche B Maturity Date	$6,993,750,000

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

Representations and Warranties

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

Conditions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

Affirmative Covenants

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

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

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

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

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

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

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

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

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

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

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

(a)the occurrence of any Default;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VI

Negative Covenants

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

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

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

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

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

(iv)secured or unsecured Indebtedness of the Borrower or any Restricted Subsidiary and Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.06(a), in each case incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof but excluding Project Financings; provided that (A) any such Indebtedness or Attributable Debt is incurred within 180 days prior to or within 180 days after such acquisition or the completion of such construction or improvement and (B) any such Attributable Debt is incurred in accordance with Section 6.06; and 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;

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

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

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

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

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

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

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

(b)Permitted Encumbrances;

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

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

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

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

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

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

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

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

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

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

(m)the RTZ Interests;

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

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

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

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

Company will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company will expressly assume, by an agreement executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of FCX under the Loan Documents; and (2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) immediately after giving effect to such incurrence, the Incurrence Test would be satisfied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

provided that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

Events of Default

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(p)a Change in Control shall occur;

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

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

ARTICLE VIII

The Agents

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IX

Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 9.15. [intentionally omitted]

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

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

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

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

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

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

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

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

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

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

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

FREEPORT-MCMORAN COPPER & GOLD INC.,
by
	Name: Kathleen L. Quirk
	Title: Senior Vice President, Chief Financial Officer and Treasurer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank and Collateral Agent,
by
	Name:
	Title:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent
by /s/
	Name:
	Title:

MERRILL LYNCH CAPITAL CORPORATION
by /s/
	Name:
	Title:

HSBC BANK USA, NATIONAL ASSOCIATION
by /s/
	Name:
	Title:

SCOTIABANC, INC.
by /s/
	Name:
	Title:

THE BANK OF NOVA SCOTIA
by /s/
	Name:
	Title:

UBS LOAN FINANCE LLC
by /s/
	Name:
	Title:

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
by /s/
	Name:
	Title:

BNP PARIBAS
by /s/
	Name:
	Title:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH
by /s/
	Name:
	Title:

CALYON NEW YORK BRANCH
by /s/
	Name:
	Title:

BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH
by /s/
	Name:
	Title:

ING CAPITAL LLC
by /s/
	Name:
	Title:

MIZUHO CORPORATION BANK, LTD.
by /s/
	Name:
	Title:

NATIXIS
by /s/
	Name:
	Title:

ROYAL BANK OF CANADA
by /s/
	Name:
	Title:

THE ROYAL BANK OF SCOTLAND PLC
by /s/
	Name:
	Title:

SOCIETE GENERALE
by /s/
	Name:
	Title:

STANDARD CHARTERED BANK
by /s/
	Name:
	Title:

SUMITOMO MITSUI BANKING CORPORATION
by /s/
	Name:
	Title:

WESTLB AG, TORONTO BRANCH
by /s/
	Name:
	Title:

BANCO SANTANDER CENTRAL HISPANO, S.A. NEW YORK BRANCH
by /s/
	Name:
	Title:

BANK OF AMERICA, N.A.
by /s/
	Name:
	Title:

UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY
by /s/
	Name:
	Title:

DBS BANK LTD., LOS ANGELES AGENCY
by /s/
	Name:
	Title:

THE NORTHERN TRUST COMPANY
by /s/
	Name:
	Title:

WELLS FARGO BANK, N.A.
by /s/
	Name:
	Title:

BAYERISCHE LANDESBANK, NEW YORK BRANCH
by /s/
	Name:
	Title:

RAYMOND JAMES BANK, FSB
by /s/
	Name:
	Title:

BANCO ESPIRITO SANTO, S.A.
by /s/
	Name:
	Title:

HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY
by /s/
	Name:
	Title:

CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH
by /s/
	Name:
	Title:

TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY
by /s/
	Name:
	Title:

EX-10.2

Exhibit 10.2

EXECUTION VERSION

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

March 19, 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

ARCLE I

Definitions

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	47
SECTION 1.03.	Terms Generally	47
SECTION 1.04.	Accounting Terms; GAAP	48

ARTICLE II

The Credits

SECTION 2.01.	Revolving Commitments	48
SECTION 2.02.	Loans and Borrowings	48
SECTION 2.03.	Requests for Borrowings	49
SECTION 2.04.	Funding of Borrowings	50
SECTION 2.05.	Letters of Credit	50
SECTION 2.06.	Interest Elections	55
SECTION 2.07.	Termination and Reduction of Commitments	57
SECTION 2.08.	Repayment of Loans; Evidence of Debt	57
SECTION 2.09.	[intentionally omitted]	58
SECTION 2.10.	Prepayment of Loans	58
SECTION 2.11.	Fees	59
SECTION 2.12.	Interest	60
SECTION 2.13.	Alternate Rate of Interest	60
SECTION 2.14.	Increased Costs	61
SECTION 2.15.	Break Funding Payments	62
SECTION 2.16.	Taxes	63
SECTION 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	66
SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	68
SECTION 2.19.	Swingline Loans	69

ARTICLE III

Representations and Warranties

SECTION 3.01.	Organization; Powers	70
SECTION 3.02.	Authorization; Enforceability	70
SECTION 3.03.	Governmental Approvals; No Conflicts	71
SECTION 3.04.	Financial Condition; No Material Adverse Change	71
SECTION 3.05.	Properties	72
SECTION 3.06.	Litigation and Environmental Matters	72
SECTION 3.07.	Compliance with Laws and Agreements	73
SECTION 3.08.	Investment Company Status	73
SECTION 3.09.	Taxes	73
SECTION 3.10.	ERISA	73
SECTION 3.11.	Disclosure	73

SECTION 3.12.	Subsidiaries	73
SECTION 3.13.	Insurance	74
SECTION 3.14.	Labor Matters	74
SECTION 3.15.	Security Documents	74
SECTION 3.16.	Federal Reserve Regulations	76
SECTION 3.17.	Solvency	76
SECTION 3.18.	Senior Indebtedness	76

ARTICLE IV

Conditions

SECTION 4.01.	Effective Date	76
SECTION 4.02.	Each Credit Event	80

ARTICLE V

Affirmative Covenants

SECTION 5.01.	Financial Statements and Other Information	80
SECTION 5.02.	Notices of Material Events	82
SECTION 5.03.	Information Regarding Collateral	83
SECTION 5.04.	Existence; Conduct of Business	83
SECTION 5.05.	Payment of Obligations	83
SECTION 5.06.	Maintenance of Properties	83
SECTION 5.07.	Insurance	83
SECTION 5.08.	Casualty and Condemnation	84
SECTION 5.09.	Books and Records; Inspection and Audit Rights	84
SECTION 5.10.	Compliance with Laws; Environmental Reports	84
SECTION 5.11.	Use of Proceeds and Letters of Credit	85
SECTION 5.12.	Additional Subsidiaries	86
SECTION 5.13.	Further Assurances	86
SECTION 5.14.	Source of Interest	87

ARTICLE VI

Negative Covenants

SECTION 6.01.	Indebtedness; Certain Equity Securities	87
SECTION 6.02.	Liens	89
SECTION 6.03.	Fundamental Changes	91
SECTION 6.04.	Investments in Unrestricted Subsidiaries	93
SECTION 6.05.	Asset Sales	93
SECTION 6.06.	Sale and Leaseback Transactions	96
SECTION 6.07.	Hedging Agreements	96
SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	96
SECTION 6.09.	Transactions with Affiliates	98
SECTION 6.10.	Restrictive Agreements	99
SECTION 6.11.	Amendment of Material Documents	99
SECTION 6.12.	Fiscal Year	100
SECTION 6.13.	Designation of Unrestricted Subsidiaries	100
SECTION 6.14.	Total Leverage Ratio	101
SECTION 6.15.	Total Secured Leverage Ratio	101
SECTION 6.16.	Covenants with Respect to PTII	101

2

SECTION 6.17. Covenants Relating to the RTZ Transactions 102

ARTICLE VII

Events of Default

ARTICLE VIII

The Agents and the FI Trustee

ARTICLE IX

Miscellaneous

SECTION 9.01.	Notices	110
SECTION 9.02.	Waivers; Amendments	111
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	113
SECTION 9.04.	Successors and Assigns	114
SECTION 9.05.	Survival	117
SECTION 9.06.	Counterparts; Integration; Effectiveness	118
SECTION 9.07.	Severability	118
SECTION 9.08.	Right of Setoff	118
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process; Sovereign Immunity	118
SECTION 9.10.	WAIVER OF JURY TRIAL	119
SECTION 9.11.	Headings	119
SECTION 9.12.	Confidentiality	119
SECTION 9.13.	Interest Rate Limitation	120
SECTION 9.14.	Judgment Currency	120
SECTION 9.15.	RTZ Transactions	121
SECTION 9.16.	Patriot Act	121
SECTION 9.17.	No Fiduciary Relationship	122
SECTION 9.18.	Release of Liens and Guarantees; Rejurisdictioning of PTFI	122
SECTION 9.19.	Non-Public Information	123
SECTION 9.20.	Parallel Debt	123
SECTION 9.21.	Joint and Several Obligations	123
SECTION 9.22.	Agreements under the Existing Credit Agreement	123

SCHEDULES:

Schedule 1.01A—	Disclosed Matters
Schedule 1.01B—	Existing Letters of Credit
Schedule 1.01C-1 —	Ratable FCX Obligations
Schedule 1.01C-2 —	Ratable Cyprus Obligations
Schedule 1.01C-3 —	Ratable PD Obligations
Schedule 1.01D—	Mortgaged Properties
Schedule 1.01E—	Excluded Cable and Wire Subsidiaries
Schedule 2.01 —	Commitments
Schedule 3.03 —	Governmental Approvals
Schedule 3.04(e) —	Certain Developments
Schedule 3.12 —	Subsidiaries

3

Schedule 3.13 —	Insurance
Schedule 5.10A —	ICMM Principles
Schedule 5.10B —	ICMM Commitments with Respect to World Heritage Properties
Schedule 5.10C —	Response to Audit of Indonesian Operations by the International Centre for Corporate Accountability
Schedule 6.01 —	Existing Indebtedness
Schedule 6.02 —	Existing Liens
Schedule 6.10 —	Existing Restrictions

EXHIBITS:

Exhibit A —	Form of Assignment and Assumption
Exhibit B-1—	Form of Perfection Certificate
Exhibit B-2—	Form of Additional Perfection Certificate
Exhibit C —	Form of Issuing Bank Agreement
Exhibit D-1 —	Form of Collateral Agreement
Exhibit D-2 —	Form of Additional Collateral Agreement
Exhibit E —	Form of Indonesian Guarantee Agreement
Exhibit F —	Form of Affiliate Subordination Agreement
Exhibit G-1 —	Form of opinion of Davis Polk & Wardwell, New York counsel for the Borrower and the Subsidiaries
Exhibit G-2 —	Form of opinion of Jones, Walker, Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the Borrower and the Subsidiaries
Exhibit G-3 —	Form of opinion of Indonesian counsel for the Borrower
Exhibit G-4 —	Form of opinion of Indonesian counsel for the Lenders

4

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 19, 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 and restate the Existing 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. The proceeds of Revolving Loans may be used on the Effective Date to (A) pay a portion of the cash portion of the Merger Consideration and (B) pay a portion of the Transaction Costs. Letters of Credit and the proceeds of other Revolving Loans and Swingline Loans drawn on and after the 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 and restate the Existing 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:

1

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

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

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

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

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

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

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

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

(e) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a title report issued by a nationally recognized title insurance company with respect to each fee interest

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

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

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

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

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

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

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

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

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

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“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, substantially in the form of Exhibit F.

“Agents” means, collectively, the Administrative Agent, Security Agent, 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 ½ of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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

“Applicable Rate” means, for any day, 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:

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Credit Ratings:	Eurodollar Spread (bps per annum)	ABR Spread (bps per annum)	Commitment Fee Rate (bps per annum)
Category 1 BBB/Baa2 or higher	100	0	20
Category 2 BBB-/Baa3	125	25	25
Category 3 BB+/Ba1	150	50	37.5
Category 4 BB/Ba2	150	50	50
Category 5 BB-/Ba3 or lower	175	75	50

For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a Credit Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then 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 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

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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 date hereof, subject however to adjustment from time to time pursuant to clause 16.4.2 of the Participation Agreement, as in effect on the date hereof.

“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).

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

“Borrower” means each of FCX and PTFI.

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

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

“Change in Control” means (a) the failure of FCX to own, either directly or through its wholly owned Subsidiaries, PTFI Shares representing at least 80% of the aggregate ordinary voting power attributable to all of the issued and outstanding PTFI Shares (or following a transaction permitted under Section 6.05(c), the minimum percentage of PTFI Shares then permitted to be held by FCX); (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in FCX; (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of FCX by Persons who were not (i) members of the board of directors of FCX on the Effective Date or (ii) appointed as, or nominated for election as, directors by a majority of directors referred to in clause (i) above or approved pursuant to this clause (ii); or (d) the occurrence of any “Change of Control” or “Change in Control” as defined in the Senior Notes Documents or in any indenture or other governing agreement relating to any Material Indebtedness of FCX or any Disqualified Stock of FCX (to the extent the aggregate amount of the applicable Disqualified Stock exceeds $100,000,000).

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

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

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“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, and shall also after the Additional Collateral Date include the Mortgaged Properties.

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

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

“Collateral and Guarantee Minimum Requirement” means, at any time, the requirement that the combined assets and revenues of all the Permitted Guarantors that are not 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) subject to clause (F) of the definition of Collateral and Guarantee Requirement, the only pledge of PTFI Shares held by FCX required to satisfy the Collateral and Guarantee Minimum Requirement shall be the pledge required to be made on the Effective Date under 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) other than the PTII Shares, the Equity Interests in or owned by the other Indonesian Subsidiaries shall not be required to be pledged at any time and (iv) the failure to establish a Holdco in circumstances in which a Holdco is required shall be deemed to be the failure of a Permitted Guarantor to become a Subsidiary Guarantor.

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

(a) the Collateral Agent shall have received from each Loan Party (i) either (x) 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 after the Additional Collateral Date, the Additional 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

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

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

(d) all outstanding Equity Interests in Permitted Pledgees (other than Equity Interests in the Excluded Pledgees, PTFI Shares and PTII Shares), in each case owned by or on behalf of any 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;

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(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 (or after the Additional Collateral Date, the Additional Collateral Agreement); and any such Indebtedness (other than Indebtedness of any Subsidiary owing to FCX that is less than $25,000,000 in the aggregate for all such Indebtedness of such Subsidiary owing to FCX) shall be evidenced by a promissory note, which shall have been delivered to the Collateral Agent, together with undated instruments of transfer with respect thereto endorsed in blank; 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) for purposes of determining whether the Collateral and Guarantee Requirement has been satisfied on any day after September 15, 2007, if the Full Stock Pledge Condition is not then satisfied, the Additional Collateral Requirement shall be satisfied; and

(k) each Loan Party shall have obtained all material consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents 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:

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(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 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) FCX shall be deemed to have satisfied the requirements of this Collateral and Guarantee Requirement on the Effective Date notwithstanding the failure to satisfy all the requirements set forth above so long as (i) FCX shall have used its commercially reasonable efforts to satisfy all such requirements and (ii) FCX shall have satisfied the above requirements with respect to (1) all Collateral the security interests in which may be perfected by the filing of a UCC financing statement and the security agreement giving rise to the security interest therein, (2) subject to the next sentence below, the pledge of substantially all the Equity Interests intended to be included in the Collateral (it being understood that

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satisfaction of neither the Partial Stock Pledge Condition nor the Full Stock Pledge Condition is required on the Effective Date) and (3) the continuation of the Guarantees and the collateral provided under the FI Security Documents that are governed by New York law. For the avoidance of doubt, no Loan Document or FI Security Document governed by Indonesian law or subject to Indonesian notarial requirements shall be required to be in effect on the Effective Date to satisfy the Collateral and Guarantee Requirement hereunder and under the Parent Credit Agreement so long as FCX shall have used its commercially reasonable efforts to have such documents in effect on the Effective Date. It is understood that while not a condition precedent to the Effective Date, satisfaction of the remainder of the Collateral and Guarantee Requirement shall be required to be completed on or prior to April 2, 2007, and the failure to satisfy any such remaining requirement prior to such date shall not constitute a breach of the Collateral and Guarantee Requirement. Completion of such requirements shall include delivery of all opinions that would have been required to be delivered in connection therewith on the Effective Date had such requirements been satisfied on the Effective Date. The Administrative Agent may grant extensions of time for the satisfaction of the Collateral and Guarantee Requirement in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction of the Collateral and Guarantee Requirement with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort by the time or times at which it would otherwise be required to be satisfied under this Agreement or any Security Document.

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

“Commitment” means a Revolving Commitment 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 Transactions.

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

(1) any net income of any Person (other than FCX) if such Person is not a Restricted Subsidiary, except that: (A) subject to the limitations contained in clause (4) below, FCX’s equity in the net income of any such person for such period shall be included in such Consolidated Adjusted Net Income up to the aggregate amount of cash actually distributed by such Person during such period to FCX or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted Subsidiary, to the limitations contained in clause (3) below); and (B) FCX’s equity in a net loss of

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any such Person for such period shall be included in determining such Consolidated Adjusted Net Income;

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

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

(4) any gain (or loss) realized upon the sale or other disposition of any asset of FCX or its Subsidiaries (including pursuant to any sale and leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Equity Interest in any Person;

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

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

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

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

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

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

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

(12) any non-cash compensation expense recognized from grants of stock appreciation or similar rights, stock options, restricted stock, restricted stock units

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or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries; and

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

in each case, for such period. Notwithstanding the foregoing, there shall be excluded from Consolidated Adjusted Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to FCX or a Restricted Subsidiary to the extent such dividends, repayments or transfers reduce the Restricted Uses.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense and Attributable Debt Payments for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any extraordinary charges or significant nonrecurring non-cash charges or non-cash charges resulting from requirements to mark-to-market derivative obligations (including commodity-linked securities) for such period (provided that any cash payment made with respect to any such non-cash charge shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made), (v) any impairment charges or asset write offs or amortization related to intangible assets and long-lived assets pursuant to GAAP (including pursuant to Statement of Financial Accounting Standards No. 141, 142 or 144), (vi) integration expenses in connection with the Transactions and any restructuring charges and reserves, (vii) fees and expenses in respect of the Transactions, (viii) fees and expenses in respect of consummated or proposed acquisitions, dispositions or financings, (ix) any purchase accounting adjustments and any step-ups with respect to re-valuing assets and liabilities in connection with the Transactions or any acquisition or Investment consummated after the Effective Date (including any increase in amortization, depletion or depreciation, increase in cost of goods sold attributable to metal inventories or any one-time non-cash charges), (x) other non-cash charges, including non-cash charges attributable to stock options and other stock-based compensation, (xi) any costs or expenses incurred by 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 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

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

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

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

“Contract of Work” means the Contract of Work made December 30, 1991, between the Ministry of Mines of the Government of the Republic of Indonesia,

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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 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; providedfurther, 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

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any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by FCX or a Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“dollars” or “$” refers to lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of or exposure to any hazardous or toxic substances, materials or wastes.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of 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).

“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

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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 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.

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“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, 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, which amended and restated the Amended and Restated Credit Agreement dated as of September 30, 2003, which amended and restated the Amended and Restated Credit Agreement dated as of October 19, 2001, which amended and restated both the Credit Agreement originally dated as of October 27, 1989 and amended and restated as of June 1, 1993 and the Credit Agreement originally dated as of June 30, 1995.

“Existing Indebtedness” means the indebtedness for borrowed money set forth on Schedule 6.01.

“Existing Letters of Credit” means the existing letters of credit issued under the PD Credit Agreement or the Existing Credit Agreement and listed on Schedule 1.01B. FCX shall be deemed to have requested the issuance of each Existing Letter of Credit for purposes hereof.

“FCX” means Freeport-McMoRan Copper & Gold Inc., a Delaware corporation, and following any merger or consolidation permitted under Section 6.03(a) to which FCX is a party and is not the surviving Person, such surviving Person.

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“FCX Assisted PTFI Sale” means a Qualifying PTFI Sale Transaction in respect of which FCX and/or PTFI may, at its option, provide an unsecured Guarantee in accordance with the provisions of Section 6.01(a)(vii).

“FCX Pledge Agreements” means the Third Amended and Restated FCX Pledge Agreement (PTFI Shares), the Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares) and the Third Amended and Restated FCX/ISI Pledge Agreement (PTII Shares).

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“FI 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.

“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.

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“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 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 this 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.

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“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 this 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 Agreements and a pledge or charge agreement with respect to each other portion of the Collateral that constitutes Equity Interests of a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia.

“Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares)” means an amended and restated pledge agreement delivered in satisfaction of the Full Stock Pledge Condition or the Partial Stock Pledge Condition, with such modifications as may be necessary to effect such satisfaction and in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which FCX grants a perfected first priority security interest under Indonesian law in the Pledged PTFI Shares for the ratable benefit of the holders of the Obligations, the Ratable FCX Obligations and the Secured Obligations.

“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 this 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 this Agreement and in form and substance satisfactory to the Administrative Agent, pursuant to which PTFI grants a security interest in its accounts

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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 this 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.

“Full Stock Pledge Condition” means the pledge by FCX pursuant to the Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares), to secure the Secured Obligations, the Ratable FCX Obligations and the Obligations, of a portion of the Equity Interests in PTFI not less than the greater of (a) all the Equity Interests it owns directly in PTFI and (b) at all times when the aggregate principal amount of the Revolving Commitments and the Term Loans and the revolving commitments under the Parent Credit Agreement shall be greater than or equal to $8,000,000,000, a percentage of all the Equity Interests in PTFI that, together with the Equity Interests in PTFI then held by PTII, equals 80%, and at all other times, a percentage of all Equity Interests in PTFI that, together with the Equity Interests in PTFI held by PTII, equals 70%. A sale of Equity Interests in PTFI in compliance with Section 6.05(c)(ii) that does not reduce the percentage of all the Equity Interests in PTFI held directly by FCX, taken together with the Equity Interests in PTFI then held by PTII, to less than 70% of all the Equity Interests in PTFI shall not cause the Full Stock Pledge Condition not to be satisfied, so long as all remaining Equity Interests in PTFI held directly by FCX (which, together with the Equity Interests in PTFI then held by PTII, shall be not less than the applicable percentage specified in clause (b) above of all the Equity Interests in PTFI) remain subject to the pledge under the FCX Pledge Agreements securing the Secured Obligations, the Ratable FCX Obligations and the Obligations.

“Funded Debt” of any Person means Indebtedness of such Person of the types referred to in clauses (a), (b), (c), (d), (e), (h), (j) and (k) of definition thereof and all Indebtedness of the types referred to in clauses (f), (g) and (i) of such definition relating to Indebtedness of others of the types referred to in such clauses (a), (b), (c), (d), (e), (h), (j) and (k).

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the

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purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof in each case for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other hazardous or toxic substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Holdco” means each of (a) O&C Holdco; and (b) each intermediate holding company organized under the laws of the State of Delaware (or other jurisdiction reasonably satisfactory to the Administrative Agent) for the purpose of holding the Equity Interests of one or more Subsidiaries acquired or formed after the Effective Date (A) the Equity Interests in which are owned by FCX or PD but that is neither a Permitted Pledgee nor a Subsidiary Guarantor and (B) which conducts a material business or holds Equity Interests in a Subsidiary that (1) conducts a material business, (2) is not a Permitted Guarantor and (3) not all the Equity Interests in which are Collateral.

“IFC Guidelines” means the International Finance Corporation (IFC) Safeguard Policies, summarized and attached in Annex A to the ERM Report.

“Immaterial Subsidiaries” means the Subsidiaries, the combined assets and revenues of which, taken together with all the assets and revenues of their subsidiaries, represent less than 5% of Consolidated Total Assets and less than 5% of Consolidated Revenues.

“Incurrence Test” means, as of any date in connection with any proposed transaction, that immediately after giving effect to such transaction on a pro forma basis as if such transaction had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended in respect of which financial statements have been delivered by FCX pursuant to Section 5.01 (or prior to such delivery, such period ended December 31, 2006), (a) the Total Leverage Ratio on the last day of such period shall not exceed 5.0 to 1.0, and (b) the Total Secured Leverage Ratio on the last day of such period shall not exceed 3.0 to 1.0. For purposes of the Incurrence Test, Total Debt and Total Secured Debt shall be increased or reduced, as applicable, to reflect all increases or decreases to the applicable Indebtedness following the applicable period.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all Disqualified Stock,

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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.

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“Indonesian Guarantee Agreement” means the Indonesian Guarantee Agreement among the Indonesian Loan Parties and the Administrative Agent, substantially in the form of Exhibit E.

“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.

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“International Support Inc.” means International Support Inc., a corporation organized under the laws of Delaware and a wholly owned subsidiary of FCX.

“Investment” means purchasing, holding or acquiring (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or making or permitting to exist any capital contribution or loans or advances to, guaranteeing any obligations of, or making or permitting to exist any investment in, any other Person, or purchasing or otherwise acquiring (in one transaction or a series of transactions) any assets of any Person constituting a business unit. The amount, as of any date of determination, of any Investment shall be the original cost of such Investment (including any Indebtedness of a Person existing at the time such Person becomes a Subsidiary in connection with any Investment and any Indebtedness assumed in connection with any acquisition of assets), plus the cost of all additions, as of such date, thereto and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment. In determining the amount of any Investment involving a transfer of any property other than cash, such property shall be valued at its fair market value at the time of such transfer.

"Investment Grade" means, at any time, that the Credit Ratings at such time are, respectively, Baa3 or better and BBB- or better.

"Investment Grade Date" means the first day on which the Credit Ratings are Investment Grade.

“Issuing Bank” means each of JPMCB and each other Lender acceptable to the Administrative Agent and 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.

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“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 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 this 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.

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In the event that such rate is not available at the time of determination for any other Interest Period for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan Documents” means this Agreement, the Collateral Agreement, the Indonesian Guarantee Agreement, the FCX Pledge Agreements 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.

“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.

“Memorandum of Understanding” means the Memorandum of Understanding dated as of December 27, 1991, between the Ministry of Mines and Energy of the Government of the Republic of Indonesia, and PTFI.

“Merger” means the merger between PD and Panther Acquisition Corporation, a Wholly Owned Subsidiary of FCX, pursuant to the Merger Agreement, whereby PD will be the surviving entity of the Merger and will be a Wholly Owned Subsidiary of FCX upon the consummation thereof.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of November 18, 2006, among FCX, PD and Panther Acquisition Corporation.

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“Merger Consideration” means a payment to shareholders of PD equal to $88.00 in cash plus 0.67 shares of common stock of FCX for each share of common stock of PD.

“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 (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).

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Secured Obligations and the Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Administrative Agent.

“Mortgaged Property” means, initially, each parcel of real property and the improvements thereto owned by a PCA Loan Party and identified on Schedule 1.01D, and includes each other parcel of real property and the improvements thereto owned by a PCA Loan Party with respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Proceeds” means, with respect to any event (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all fees and out-of-pocket expenses paid by 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,

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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).

“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

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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 Credit Agreement dated as of March 19, 2007, among FCX, the lenders and issuing banks party thereto and JPMCB, as administrative agent and collateral agent thereunder, and Merrill, as syndication agent thereunder.

“Partial Stock Pledge Condition” means a pledge by FCX pursuant to the Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares), to secure the Secured Obligations, the Ratable FCX Obligations and the Obligations, of a portion of the Equity Interests in PTFI that does not satisfy the Full Stock Pledge Condition but is not (together with the Equity Interest in PTFI held by PTII) less than 50.1% of all the Equity Interests in PTFI.

“Participant” has the meaning set forth in Section 9.04(c).

“Participation Agreement” means the Participation Agreement dated October 11, 1996 between PTFI and PT-Rio Tinto Indonesia, as amended by the First Amendment dated April 30, 1999.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“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-1.

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“Permitted Encumbrances” means:

(a) Liens for taxes, assessments and other governmental charges or levies not at the time delinquent or which are being contested in compliance with Section 5.05 or secure amounts that are not material to the value of the properties to which such Liens attach (it being understood that for purposes of this paragraph (a) all the Mortgaged Properties covered by a single Mortgage shall be deemed to be a single real property);

(b) Liens imposed by law, including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.05 or secure amounts that are not material to the value of the properties to which such Liens attach (it being understood that for purposes of this paragraph (b) all the Mortgaged Properties covered by a single Mortgage shall be deemed to be a single real property);

(c) pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary course of business;

(d) judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII;

(e) Liens in favor of issuers of surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances (not issued to support Indebtedness or Attributable Debt) issued pursuant to the request of and for the account of 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 Mortgaged Properties covered by a single Mortgage shall be deemed to be a single real property);

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(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;

(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.

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“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) Investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P of A-2 or higher or from Moody’s of P-2 or higher;

(c) Investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year after the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any commercial bank which has a short term deposit rating issued by Moody’s of P-2 or higher or by S&P of A-2 or higher;

(d) short-term tax exempt securities rated not lower than MIG-1/+1 by either Moody’s or S&P with provisions for liquidity or maturity accommodations of 183 days or less;

(e) repurchase agreements relating to securities described in clause (a), (b), (c) and (d) above and maturity not less than one year thereafter;

(f) Investments in money market or similar funds not less than 95% of the assets of which are comprised of assets of the types described in clause (a), (b), (c), (d) and (e) above; and

(g) in the case of any Subsidiary organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which such Subsidiary is organized or has its principal place of business which are similar to the assets referred to in clauses (a), (b), (c), (d), (e) and (f) above.

“Permitted Pledgee” means, at any time, PTFI, PTII and each directly owned Restricted Subsidiary of any 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 PTII) and (ii) subsidiaries the Equity Interests in which are precluded from being pledged by the terms of their issuer’s (or such issuer’s subsidiary’s) organizational documents (including shareholders and similar agreements) or by applicable Project Financing Documents.

“Permitted Refinancing” means, with respect to any Indebtedness or Attributable Debt, any extensions, renewals and replacements of such Indebtedness or Attributable Debt that (a) do not constitute Indebtedness or Attributable Debt of an obligor that was not an obligor with respect to the Indebtedness or Attributable Debt being extended, renewed or replaced (or result in Non-Recourse Indebtedness ceasing to be Non-Recourse Indebtedness), (b) do not increase the outstanding principal amount thereof by more than the sum of all accrued and unpaid interest thereon at the time of such extension, renewal or replacement and any fees or premiums paid in connection with such extension, renewal or replacement, (c) do not result in an earlier maturity date

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that is prior to the date six months after the Tranche B Maturity Date or decreased weighted average life thereof and (d) are not secured by Liens on any assets other than the assets that secured the Indebtedness or Attributable Debt extended, renewed or replaced; provided that any such extending, renewing or replacing Indebtedness in respect of the Atlantic Copper Financing may be in an aggregate principal amount not to exceed $175,000,000.

“Permitted Secured Hedge” means any Hedging Agreement between FCX or any Restricted Subsidiary (a) if entered into prior to the date hereof, with a counterparty that is a Lender (or Affiliate of a Lender) under this Agreement or the Parent Credit Agreement on the date hereof or (b) if entered into on or after the date hereof, with a counterparty that is a Lender or Affiliate of a Lender under this Agreement or the 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, as applicable, the Third Amended and Restated FCX Pledge Agreement (PTFI Shares) or the Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares). On the Effective Date, the Pledged PTFI Shares represent 50.1% of the issued and outstanding shares of PTFI.

“Pledged PTII Shares” means, prior to any merger of PTII into PTFI, all shares of the capital stock of PTII owned by FCX or any Subsidiary of FCX, all of which are required to be pledged pursuant to the Third Amended and Restated FCX/ISI Pledge Agreement (PTII Shares). On the Effective Date, the Pledged PTII shares represent 100% of the issued and outstanding shares of PTII.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Issuing Bank” means JPMCB and any other Issuing Bank whom 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.

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“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, “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 $5,000,000 (including, without limitation, for purchases made in foreign currencies and converted into U.S. dollars).

“Qualified Stock” means, with respect to any Person, any Equity Interests of such Person that are not Disqualified Stock.

“Qualifying PTFI Sale Transaction” means (a) one or more sales of the Pledged PTII Shares and/or of shares of PTFI which are owned by 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:

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(i) the aggregate amount of shares of capital stock of PTFI which are, directly or indirectly, sold, issued or transferred in such transaction does not exceed 9.36% of the outstanding shares of capital stock of PTFI (shares of PTFI owned by PTII being deemed transferred for purposes of the foregoing in the same proportion as the number of Pledged PTII Shares that are sold or transferred bears to the total number of PTII Pledged Shares immediately prior to such Qualifying PTFI Sale Transaction);

(ii) such sale or issuance is made for fair market value to a Governmental Authority of the Republic of Indonesia (including a regional Governmental Authority), an investment vehicle majority owned and Controlled by such a Governmental Authority and/or Indonesian citizens or legal entities organized under the laws of Indonesia that are Controlled by Indonesian citizens, in each case which qualifies as an “Indonesian National” within the meaning of Article 24(2) of the Contract of Work and which is not an Affiliate of FCX;

(iii) the consideration for such sale or issuance consists of cash, a promissory note or a combination of cash and a promissory note; provided that any such promissory note shall be secured by, and payable with any dividends, distributions or proceeds on or in respect of, all the Transferred Shares (which promissory note may be nonrecourse to any such Governmental Authority);

(iv) to the extent payable to FCX or, on or after the Additional Collateral Date, any other PCA Loan Party, any such promissory note and all proceeds thereof are pledged at the time any such sale is consummated to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Collateral Agreement or other pledge arrangements satisfactory to the Administrative Agent; and

(v) the Administrative Agent shall have received such favorable opinions of outside counsel to FCX as it may reasonably request in connection with the foregoing.

“Ratable Obligations” means the Ratable FCX Obligations, the Ratable Cyprus Obligations and, on and after the Additional Collateral Date, the PD Ratable Obligations. “Ratable FCX Obligations” means the Existing Indebtedness of FCX set forth on Schedule 1.01C-1. “Ratable Cyprus Obligations” means the Existing Indebtedness of PD set forth on Schedule 1.01C-2. “Ratable PD Obligations” means the Existing Indebtedness of PD set forth on Schedule 1.01C-3. A “Ratable Guarantee” with respect to any Ratable Obligation shall mean a Guarantee of such Indebtedness provided by a PCA Loan Party specified opposite such Ratable Obligation on Schedule 1.01C in the column titled “Ratable Guarantees”. A “Ratable Lien” with respect to any Ratable Obligation shall mean a Lien securing such Indebtedness created under a Loan Document encumbering assets specified opposite such Ratable Obligation on Schedule 1.01C in the column titled “Ratable Liens”.

“Receivables Facility” means any of one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for Standard Receivables Facility Undertakings) to 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

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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 Restricted Subsidiary or any option, warrant or other right to acquire any such Equity Interests in FCX or any Restricted Subsidiary.

“Restricted Subsidiary” means, at any time (a) PD, (b) PTFI and (c) each other Subsidiary of FCX that is not at such time an Unrestricted Subsidiary. As of the Effective Date, all the Subsidiaries are Restricted Subsidiaries.

“Restricted Uses” means, as of any date, (a) the portion of the Unrestricted Subsidiary Investment Amount that constituted Restricted Uses at the time of the applicable Investment or Designation (it being understood that reductions to the Unrestricted Subsidiary Investment Amount under clause (d) of the definition thereof shall be allocated to reduce Restricted Uses until the Unrestricted Subsidiary Investment Amount is reduced to 1% of Consolidated Total Assets); plus (b) the aggregate cumulative amount of all Restricted Payments made pursuant to Section 6.08(a)(iv) and, to the extent expressly applied to the Restricted Uses Basket thereunder, Section 6.08(a)(iii); plus (c) the aggregate amount of payments of Indebtedness made pursuant to Section 6.08(b)(vii); plus (d) the aggregate amount of Equity Proceeds applied to prepay Loans under Section 2.10(c) of the 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

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Subsidiary during the term of such Synthetic Purchase Agreement (determined for each Synthetic Purchase Agreement on the date upon which it is entered into and adjusted on each date upon which it is modified) and (ii) each Synthetic Purchase Agreement that has terminated and under which no further payment obligations exist, the amount of payments made thereunder during the term thereof.

“Restricted Uses Basket” means, at any time, the sum at such time of (a) $500,000,000; plus (b) 50% of cumulative Consolidated Adjusted Net Income (net of any negative amounts) for each fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or (b) (commencing with the fiscal quarter ending March 31, 2007); plus (c) Equity Proceeds; plus (d) the amount by which Indebtedness of FCX or its Restricted Subsidiaries is reduced on FCX’s balance sheet upon the conversion or exchange (other than by a Subsidiary) subsequent to the Effective Date of any Indebtedness of FCX or its Restricted Subsidiaries which is convertible or exchangeable for Equity Interests (other than Disqualified Stock) of FCX (less the amount of any cash or the fair market value of other property distributed by FCX or any Restricted Subsidiary upon such conversion or exchange).

“Revolving Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as the case may be. The initial aggregate amount of the Lenders’ Revolving Commitments is $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.

“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.

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“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 Agreements 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).

“Second Amended and Restated FCX Pledge Agreement (PTII Shares)” means the Second Amended and Restated FCX Pledge Agreement (PTII Shares) stated in deed number 111 dated July 26, 2006, amending and restating the Amended and Restated FCX Pledge Agreement (PTII Shares) stated in deed number 6 dated November 11, 2003, as amended by the First Amendment to the FCX Pledge Agreements stated in deed number 10 dated March 31, 2004 (which amended and restated the Pledge of Shares agreement in deed number 41 dated October 19, 2001) pursuant to which FCX granted a perfected first priority security interest under Indonesian law in the Pledged PTII 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.

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“Secured Parties” has the meaning assigned to such term in the Collateral Agreement or, after the Additional Collateral Date, the Additional 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 Additional Collateral Agreement, the Indonesian Guarantee Agreement, the FI Security Documents, the Foreign Pledge Agreements, the Affiliate Subordination Agreement, the Mortgages, the other Additional Security Documents, each control agreement delivered pursuant to the Collateral Agreement or the Additional Collateral Agreement and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

“Senior Notes” means (a) the $6,000,000,000 aggregate principal amount of unsecured senior notes due 2015 and unsecured senior notes due 2017 issued by 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.

“Specified Representations” means the representations of each Borrower contained in the Loan Documents relating to corporate power and authority to enter into the Loan Documents, due execution, delivery and enforceability of the Loan Documents, Federal Reserve margin regulations, the Investment Company Act and, subject to clause (F) of the definition of Collateral and Guarantee Requirement, the perfection and required priority of the security interests granted in the Collateral.

“Standard Receivables Facility Undertakings” means representations, warranties, covenants and indemnities entered into by 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

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assets of a Receivables Facility Subsidiary, it being understood that any Receivables Facility Repurchase Obligation shall be deemed to be a Standard Receivables Facility Undertaking.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the equity or more than 50% of the general partnership interests are, as of such date, owned, Controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of FCX. For purposes of the representations and warranties made herein on (and the conditions to borrowing on) the date hereof and on the Effective Date, the term “Subsidiary” includes PD and its subsidiaries.

“Subsidiary Guarantor” means each Subsidiary that Guarantees the 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 this 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

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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 as may be necessary to reflect the amendment and restatement of the Existing Credit Agreement in the form of this 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 ISI grants a perfected first priority security interest under Indonesian law in the Pledged PTII Shares for the ratable benefit of the holders of the Obligations, the Ratable FCX 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

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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, 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 B Maturity Date” means March 19, 2014.

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“Tranche B Term Loans” has the meaning assigned to such term in the Parent Credit Agreement.

“Transaction Costs” means all fees, costs and expenses (including fees paid for consulting and financial services) 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 Loan Documents to which it is to be a party, the creation of the Liens pursuant to the Security Documents, the borrowing of Loans on the Effective Date, the use of the proceeds thereof and the issuance of Letters of Credit on the Effective Date, (b) the consummation of the Merger as contemplated by the Merger Agreement, (c) the execution and delivery by FCX and each of its Subsidiaries party thereto of the Parent Credit Agreement and the borrowing of loans thereunder on the Effective Date and the use of the proceeds thereof, the issuance of letters of credit thereunder on the Effective Date, and the creation of the Liens pursuant to the Security Documents thereunder, (d) the execution and delivery by FCX of the Senior Notes Documents, the issuance of the Senior Notes and the use of proceeds thereof, (e) the provision of Ratable Guarantees and the Ratable Liens on the Effective Date, (f) the repayment in full of all obligations under the PD Credit Agreement, the termination of all commitments thereunder and the release of all Guarantees and liens in respect thereof and (g) the payment of the Transaction Costs.

“Transferred Shares” has the meaning set forth in the definition of “Qualifying PTFI Sale Transaction”.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the LIBO Rate or the Alternate Base Rate.

“Unrestricted Subsidiary” means (i) any Subsidiary designated as an Unrestricted Subsidiary by FCX in accordance with Section 6.13 after the date of this Agreement, (ii) any Subsidiary of any Unrestricted Subsidiary, and (iii) any surviving corporation (other than PTFI, FCX, PD or a Restricted Subsidiary) into which any of such corporations referred to in clause (i) or (ii) is merged or consolidated, subject to Section 6.03. As of the Effective Date, no Subsidiary is an Unrestricted Subsidiary.

“Unrestricted Subsidiary Investment Amount” means at any time (a) the aggregate cumulative amount of Investments made in Unrestricted Subsidiaries on or after the Effective Date under Section 6.04; plus (b) the Unrestricted Subsidiary LC Exposure; plus (c) the aggregate cumulative amount of the existing Investments in Unrestricted Subsidiaries at the time of the Designations under Section 6.13(a); minus (d) the aggregate cumulative return of Investment in Unrestricted Subsidiaries deemed to have occurred upon RS Designations as determined under Section 6.13(b), the Net Proceeds received by FCX and the Restricted Subsidiaries in respect of dispositions of Investments in Unrestricted Subsidiaries and the aggregate amount of dividends and other distributions received by FCX and the Restricted Subsidiaries from Unrestricted Subsidiaries. For purposes of determining the Unrestricted Subsidiary Investment Amount at any time, any completion Guarantee by FCX or any Restricted Subsidiary of any Project Financing of any Unrestricted Subsidiary shall be deemed to be an Investment in such Unrestricted Subsidiary in an amount at any time equal to the lesser of (1) the maximum stated amount of the claim that may be made under such Guarantee, if any, and (2) the aggregate outstanding principal amount of such Project Financing at such time.

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“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.

“US Receivables Facility” means a Receivables Facility in respect of accounts, payment intangibles and related assets or interests therein initially owned by, or generated pursuant to the operations of, any Guarantor that is not a Foreign Subsidiary.

“Wholly Owned Subsidiary” means a subsidiary of FCX of which securities or other ownership interests (except for directors’ qualifying shares and other de minimis amounts of outstanding securities or ownership interests) representing 100% of the ordinary voting power and 100% of equity or 100% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held by FCX or one or more Wholly Owned Subsidiaries of FCX, or by FCX and one or more Wholly Owned Subsidiaries of FCX.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“World Bank Guidelines” means the World Bank Pollution Prevention and Abatement Handbook Guidelines, summarized and attached in Annex A to the ERM Report.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). Commitments also may be classified and referred to by Class (e.g., a “Revolving Commitment”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and to any successor law or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections,

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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 date hereof 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 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 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

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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.

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

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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 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 has issued an Existing 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 Existing Letter of Credit in accordance with paragraph (d) below. The applicable Issuing Banks and the Lenders that are also party to the PD Credit Agreement and the Existing Credit Agreement agree that concurrently with

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such grant, the participations in the Existing Letters of Credit granted to such lenders under the PD Credit Agreement or the Existing Credit Agreement, as applicable, shall be automatically canceled without further action by any of the parties thereto. On and after the Effective Date each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. Any Lender that issued an Existing Letter of Credit but shall not have entered into an Issuing Bank Agreement shall have the rights of an Issuing Bank as to such Letter of Credit for purposes of this Section 2.05.

(iii) The 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 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 shall be deemed to release their participations in such letters of credit and concurrently, each Revolving Lender shall be deemed to acquire a participation in such letters of credit under this Agreement in an amount equal to such Lender’s Applicable Percentage 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

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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 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

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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 (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.

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(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 paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

(i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the 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).

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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 Borrowers (i) in the case of any Event of Default, within three Business Days after all Events of Default have been cured or waived, or (ii) in the case of any such election, after the delivery of financial statements showing compliance with the financial ratio requirements set forth in Sections 6.14 and 6.15 or after receipt of written consent to such release from the Required 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

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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 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.

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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 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

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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.

(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.

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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 Effective Date, to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b) 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 Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the 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 Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate (and, if later, the date on which there ceases to be any Revolving Exposure) and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The 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.

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SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate and plus, at all times during a Collateral Shortfall Period, 1.00%.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate and plus, at all times during a Collateral Shortfall Period, 1.00%.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by 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 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

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Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in Eurodollar Reserve Requirements) or any Issuing Bank; or

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by or in an amount which such Lender in its sole judgment deems material in the context of this Agreement and its Loans or participations in Letters of Credit hereunder, then the relevant Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender shall give notice to the Administrative Agent and the 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

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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; providedfurther that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan to 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.

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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 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

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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) 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; providedfurther, 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

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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.

(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

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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 date hereof 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 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

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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 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

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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 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

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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 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

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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 Effective Date and on each other date on which representations and warranties are made or deemed made hereunder that:

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 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 to be a party, when executed and delivered by such Loan Party, will constitute, a valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, concepts of reasonableness and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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SECTION 3.03. Governmental Approvals; No Conflicts. Except as set forth in Schedule 3.03, the performance by each Loan Party of the Loan Documents to which it is to be party, the Borrowings and the issuances of Letters of Credit hereunder and the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents, (iii) certain consents and approvals that may be required in order to provide certain guarantees or to grant certain Liens, in each case contemplated by the Collateral and Guarantee Requirement or Section 5.12 or 5.13 hereof, (iv) the filing of a certificate of merger with the Delaware Secretary of State to effect the Merger, (v) the filing of information in respect thereof with the Securities and Exchange Commission and (vi) other consents, approvals, registrations, filings or actions the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the charter, by-laws or other organizational documents of 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 FCX Obligations and Ratable Cyprus Obligations and, on and after the Additional Collateral Date, Ratable PD Obligations). All applicable waiting periods and appeal periods in respect of the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have expired, in each case without the imposition of burdensome conditions.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) FCX has heretofore furnished to the Lenders FCX’s consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2006, reported on by Ernst & Young LLP, independent registered public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of FCX and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP.

(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) FCX has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of December 31, 2006, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements filed on Form 8-K with the Securities and Exchange Commission on March 1, 2007 (which assumptions are believed by FCX to be reasonable), (ii) based on the information available at the time of preparation thereof, reasonably reflects the adjustments appropriate to give pro forma

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effect to the Transactions and (iii) is derived from the historical financial statements referred to in Sections 3.04(a) and 3.04(b) above.

(d) Except as disclosed in the financial statements referred to above or the notes thereto or in the Confidential Information Materials and except for the Disclosed Matters, after giving effect to the Transactions, neither Borrower nor any of the Restricted Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses that would reasonably be expected to give rise to a Material Adverse Effect.

(e) Except on the date hereof and on the Effective Date (as to which the condition set forth in Section 4.01(t) shall apply), except as set forth in Schedule 3.04(e), since December 31, 2006, there has been no material adverse change in (i) the business, operations or financial condition of FCX and its Subsidiaries, taken as a whole, (ii) the ability of any Loan Party to perform its obligations under any Loan Document or (iii) the rights of or benefits available to the Lenders under the Loan Documents.

SECTION 3.05. Properties. (a) Except to the extent that any failure to do so individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect, 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 (including the Mortgaged Properties), except for Liens permitted by Section 6.02.

(b) Except to the extent that any such failure or infringement, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, 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.

(c) Except to the extent that any such condemnation proceedings, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, as of the Effective Date, none of FCX or any Restricted Subsidiary has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation.

SECTION 3.06. Litigation and Environmental Matters. (a) Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any Governmental Authority pending against or, to the knowledge of 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 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.

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(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements. 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) if such projected financial information was delivered prior to the Effective Date, such projected financial information has not been modified by FCX as of the Effective Date in any respect material and adverse to the Lenders.

SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth the name of, and the ownership interest of 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 Effective Date.

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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 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 Effective Date,

(a) (i) The Collateral Agreement shall be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties (as defined in the Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined therein) and the proceeds thereof and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code (as defined in the Collateral Agreement)) is delivered to the Collateral Agent thereunder together with instruments of transfer duly endorsed in blank, the security interest of the Collateral Agent therein will constitute a perfected Lien on, and security interest in, all right, title and interest of the Grantors (as defined in the Collateral Agreement) in such Collateral, prior and superior in right to any other Person (subject only to Liens permitted under Section 6.02) (it being understood that no representation is made under this clause (i) as to (A) any such Collateral that is subject to a Foreign Pledge Agreement or (B) the perfection or priority of any Lien to the extent that such perfection or priority is determined under the law of a jurisdiction outside the United States, which are covered by paragraph (b) below), and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the security interest of the Collateral Agent will constitute a perfected Lien on and security interest in all right, title and interest of the Grantors (as defined in the Collateral Agreement) in the Collateral (as defined therein) and the proceeds thereof to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02).

(ii) On and after the Additional Collateral Date, the Additional Collateral Agreement shall be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties (as defined in the Additional Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined therein) and the proceeds thereof and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code (as defined in the Additional Collateral Agreement)) is delivered to the Collateral Agent thereunder together with instruments of transfer duly endorsed in blank, the security interest of the Collateral Agent therein will constitute a perfected Lien on, and security interest in, all right, title and interest of the Grantors (as defined in the Additional Collateral Agreement) in such Collateral, prior and superior in right to any other Person (subject only to Liens permitted under Section 6.02) (it being understood that no representation is made under this clause (i) as to (A) any such Collateral that is subject to a Foreign Pledge Agreement or (B) the perfection or priority of any Lien to the extent that such perfection or priority is determined under the law of a

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jurisdiction outside the United States, which are covered by paragraph (b) below), and (ii) when financing statements in appropriate form are filed in the offices specified in the Additional Perfection Certificate, the security interest of the Collateral Agent will constitute a perfected Lien on and security interest in all right, title and interest of the Grantors (as defined in the Additional Collateral Agreement) in the Collateral (as defined therein) and the proceeds thereof to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02).

(b) After taking the actions specified for perfection therein, each Foreign Pledge Agreement, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent 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 and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02). Without limiting the foregoing, upon execution thereof and upon service of notice of the pledge on the party against whom the pledged rights must be exercised, each FCX Pledge Agreement, when executed and delivered, will be in full force and effect and will constitute first priority, perfected security interests in favor of the Collateral Agent or the Security Agent, as applicable, in the Pledged PTFI Shares and the Pledged PTII Shares, as applicable (i) in the case of each of the FCX Pledge Agreements, for the ratable benefit of the holders of the Obligations, and (ii) in the case of each of the Third Amended and Restated FCX/ISI Pledge Agreement (PTII Shares) and the Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares), in addition for the ratable benefit of the holders of the Secured Obligations and the holders of the Ratable FCX Obligations (subject only to Permitted Encumbrances).

(c) When the Additional Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the Additional Collateral Agreement and such financing statements shall constitute a perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Material US Patents, Material US Copyrights and Material US Trademarks (as defined in the Additional Collateral Agreement), in each case prior and superior in right to any other Person (subject only to Liens permitted under Section 6.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on Material US Patents, Material US Copyrights and Material US Trademarks acquired by the grantors after the date hereof).

(d) Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties (other than immaterial portions thereof) subject thereto and the proceeds thereof, and when the Mortgages have been recorded in the jurisdictions specified in the Additional Perfection Certificate, the Mortgages will constitute a perfected Lien on all right, title and interest of the mortgagors in the Mortgaged Properties (other than immaterial portions thereof) and the proceeds thereof, prior and superior in right to any other Person (but subject to Liens permitted under Section 6.02) (it being understood that for purposes of this paragraph (d) all the Mortgaged Properties covered by a single Mortgage shall be deemed to be a single real property).

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(e) 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.

(f) At all times on and after the Effective Date, the Collateral and Guarantee Requirement is satisfied.

SECTION 3.16. Federal Reserve Regulations. No part of the proceeds of the Loans will be used, whether directly or indirectly, for any purpose which entails a violation (including on the part of any Lender) Regulation U or X of the Board.

SECTION 3.17. Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans and to all rights of reimbursement, contribution and subrogation, (a) the fair value of the consolidated assets of FCX, at a fair valuation, will exceed its consolidated debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the consolidated property of FCX will be greater than the amount that will be required to pay the probable liability of its consolidated debts and other liabilities, subordinated, contingent or otherwise, as such consolidated debts and other liabilities become absolute and matured; (c) FCX and its Subsidiaries, on a consolidated basis, will be able to pay their consolidated debts and liabilities, subordinated, contingent or otherwise, as such consolidated debts and liabilities become absolute and matured; and (d) FCX will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

SECTION 3.18. Senior Indebtedness. Each of the Obligations constitutes “senior indebtedness” (however such concept is denominated) under and in respect of each indenture or other agreement or instrument under which any indebtedness that is junior or subordinated to the Obligations is outstanding.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The amendment and restatement of the Existing Credit Agreement in the form of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue, amend, renew or extend any

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Letter of Credit hereunder, and the incorporation of the Existing Letters of Credit as Letters of Credit hereunder, shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and, to the extent applicable, good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of each Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(d) The Borrowers shall have repaid in full (i) the principal amount of all loans outstanding under the Existing Credit Agreement, together with interest thereon and all other amounts due in respect of such loans, (ii) all unreimbursed letter of credit disbursements in respect of letters of credit issued under the Existing Credit Agreement, (iii) all commitment fees accrued prior to the Effective Date in respect of the commitments under the Existing Credit Agreement, (iv) all fees separately agreed to be payable to J.P. Morgan Securities Inc. by the Borrowers in respect of the Existing Credit Agreement and (v) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by either Borrower under the Existing Credit Agreement.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date under this Agreement, including (i) all fees separately agreed to be payable to the Credit Agents, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated by the Borrower in respect of this Agreement and (ii) to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under this Agreement or any other Loan Document.

(f) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 is in effect.

(g) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the execution of this Agreement shall have been obtained.

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(h) The Lenders shall have received projections (broken down by quarter for the first year and by year thereafter) of FCX and its Subsidiaries, after giving effect to the Transactions, through the fifth anniversary of the Effective Date.

(i) The Lenders shall have received a satisfactory update to the ERM Report.

(j) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Davis Polk & Wardwell, New York, counsel for the Borrowers and the Subsidiaries, substantially in the form of Exhibit G-1, (ii) Jones, Walker, Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the Borrowers and the Subsidiaries, substantially in the form of Exhibit G-2, (iii) local counsel in each jurisdiction where a Subsidiary Guarantor, a Subsidiary Grantor (as defined in the Collateral Agreement) or a Permitted Pledgee the Equity Interests in which are being pledged pursuant to the Collateral Agreement or any Foreign Pledge Agreement is organized, in each case in form and substance reasonably satisfactory to the Administrative Agent, (iv) Indonesian counsel for the Borrowers, substantially in the form of Exhibit G-3, and (v) Indonesian counsel for the Lenders, substantially in the form of Exhibit G-4.

(k) The Administrative Agent shall have received (i) a completed Perfection Certificate dated the Effective Date and signed by the President, a Vice President or a Financial Officer of each Borrower and (ii) the results of a lien search with respect to each PCA Loan Party in the jurisdiction where such PCA Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such search are permitted by Section 6.02 or have been (or, substantially simultaneous with the initial funding of Loans on the Effective Date, will be) released.

(l) The Collateral and Guarantee Requirement shall have been satisfied.

(m) The Administrative Agent shall have received a customary certificate from the chief financial officer of FCX, certifying as to the solvency (within the meaning of Section 3.17) of FCX and its Subsidiaries on a consolidated basis after giving effect to the Transactions.

(n) The Merger shall have been consummated or shall be consummated substantially simultaneously with the initial funding of Loans on the Effective Date in accordance with applicable law and the Merger Agreement (and no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified from the form thereof provided to the Credit Agents on November 18, 2006, in a manner material and adverse to the Lenders without the consent of the Credit Agents). The Credit Agents shall have received copies of the Merger Agreement and all certificates and other documents delivered thereunder, certified by the President, a Vice President or a Financial Officer of FCX as being complete and correct. The terms of any other agreements that are material to the interests of the Lenders entered into in connection with the Merger shall not be inconsistent in any material respect with the terms of the Term Sheet (including the annexes thereto) contained in the Confidential Information Materials and the Merger Agreement.

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(o) All commitments under the PD Credit Agreement shall have been (or, substantially simultaneous with the initial funding of Loans on the Effective Date, shall be) terminated, and all loans, interest and other amounts accrued or owing thereunder shall have been repaid in full (except that the Existing Letters of Credit shall remain outstanding as Letters of Credit hereunder or under the Parent Credit Agreement) and all guarantees and liens granted in respect thereof shall have been (or, substantially simultaneous with the initial funding of Loans on the Effective Date, will be) released. The Administrative Agent shall have received a payoff and release letter with respect to the PD Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent.

(p) After giving effect to the Transactions, the Borrowers and the Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (i) the Loans and Letters of Credit under this Agreement, (ii) the Senior Notes, (iii) credit extensions under the Parent Credit Agreement, (iv) the Existing Indebtedness, (v) Capital Lease Obligations incurred in the ordinary course of business, (vi) up to $100,000,000 of credit facilities or other Indebtedness incurred after November 18, 2006, (vii) $1,100,000,000 of existing perpetual preferred stock of the Borrower, (viii) Indebtedness owed to the Borrower or any Subsidiary that is in compliance with the Collateral and Guarantee Requirement and Section 6.01(a)(iii) and (ix) letters of credit issued in connection with environmental assurances and reclamation or issued for the account of Foreign Subsidiaries in an aggregate face amount not exceeding $700,000,000.

(q) The Lenders shall have received (the receipt of which is hereby acknowledged) audited consolidated balance sheets and consolidated statements of income, stockholders’ equity and cash flows of each of FCX and PD as of and for each of the three most recently completed fiscal years ended on or prior to December 31, 2006, and the related notes thereto, reported on by independent registered public accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit).

(r) The Administrative Agent shall have received (the receipt of which is hereby acknowledged) a pro forma consolidated balance sheet of the Borrower as of the date of the most recent consolidated balance sheet delivered pursuant to paragraph (q) above and a pro forma statement of operations for the most recent fiscal year, adjusted to give effect to the Transactions, the other transactions related thereto and any other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Securities Act of 1933, as amended, and such other adjustments as are customary for similar financings or as otherwise agreed between the Borrower and the Administrative Agent.

(s) After giving effect to the Transactions on the Effective Date, the aggregate unused available amount of Revolving Commitments and unused available revolving commitments under the Parent Credit Agreement shall be not less than $1,000,000,000.

(t) There shall not have occurred a “Material Adverse Effect” (as defined in the Merger Agreement) in respect of PD and its subsidiaries.

(u) 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.

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The Administrative Agent shall promptly notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan, and of any Issuing Bank to issue, amend, extend or renew a Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) (i) With respect to any credit event following the Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and (ii) with respect to any credit event on the Effective Date, (A) such of the representations made by or with respect to FCX, PD or their respective subsidiaries in the Merger Agreement as are material to the interests of the Lenders (but only to the extent that FCX has the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement (determined without regard to any waiver, amendment or other modification of the Merger Agreement)) and (B) the Specified Representations shall be true and correct in all material respects on and as of the Effective Date.

(b) At the time of and immediately after giving effect to such Borrowing or issuance of such Letter of Credit, as applicable, the Incurrence Test shall be satisfied and no Default shall have occurred and be continuing.

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.

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

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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;

(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

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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 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;

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(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).

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

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reasonable and customary for similarly situated companies). On and after the Additional Collateral Date, all such policies of insurance covering physical loss or damage to Collateral shall be endorsed or otherwise amended to include the Collateral Agent and Security Agent as loss payee as their interests may appear, in customary form and otherwise in accordance with Section 4.03(h) of the Additional Collateral Agreement. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

SECTION 5.08. Casualty and Condemnation. On and after the Additional Collateral Date, FCX will furnish to the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral under power of eminent domain or by condemnation or similar proceeding.

SECTION 5.09. Books and Records; Inspection and Audit Rights. 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 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

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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.

(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. The proceeds of Revolving Loans may be used to (A) pay a portion of the cash portion of the Merger Consideration and (B) pay a portion of the Transaction Costs. Letters of Credit and the proceeds of other Revolving Loans and Swingline Loans drawn on and after the Effective

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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 or, after the Additional Collateral Date, any other PCA Loan Party.

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, fixture filings, mortgages, deeds of trust 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 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 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

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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 FCX Obligations by the PCA Loan Parties and (2) Indebtedness arising pursuant to Ratable Liens securing Ratable Obligations;

(ii) Indebtedness, including Guarantees, existing on the date hereof and set forth in Schedule 6.01;

(iii) Indebtedness of 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 or, at any time on and after the Additional Collateral Date, owing to any PCA Loan Party, shall, to the extent that any such Indebtedness from any single obligor to any single obligee exceeds $25,000,000 in aggregate principal amount, be evidenced by a promissory note and shall have been pledged pursuant to the Collateral Agreement or the

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Additional Collateral Agreement, as applicable, 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;

(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)

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not in excess of the greater of $1,500,000,000 and 3.5% (or (A) at any time when the aggregate principal amount of the Revolving Commitments and the Term Loans and the revolving commitments under the Parent Credit Agreement shall be less than $8,000,000,000 but greater than or equal to $5,000,000,000, 6% or (B) at any time when FCX is Investment Grade and the aggregate principal amount of the Revolving Commitments and the Term Loans and the revolving commitments under the Parent Credit Agreement shall be less than $5,000,000,000, 8%) of Consolidated Total Assets; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) immediately after giving effect to the incurrence thereof, the Incurrence Test would be satisfied; and

(xii) Permitted Refinancings of Indebtedness or Attributable Debt outstanding under clauses (i)(C) (in connection with a Permitted Refinancing of the related Indebtedness), (ii), (iv), (v), (vi), (vii), (ix) and (x).

Notwithstanding the foregoing or any other provision hereof, (1) no Restricted Subsidiary shall Guarantee the Senior Notes, (2) no US Receivables Facility shall be established unless an intercreditor agreement reasonably satisfactory to the Administrative Agent shall be effective between the Administrative Agent (the substantive provisions of which shall not require any action by such financing parties or their representatives other than in connection with and following the occurrence of the Additional Collateral Date other than to accommodate potential security interests under the Additional Security Documents, including in connection with lock-box procedures) and the financing parties for such Receivables Facility or their representative (and each Lender hereby authorizes and directs the Administrative Agent to enter into such intercreditor agreement), and (3) no Receivables Facility shall be established under which assets of PTFI or its subsidiaries are included.

(b) 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 some or all of the Ratable FCX Obligations and Ratable Cyprus Obligations and, on and after the Additional Collateral Date, some or all of the Ratable PD Obligations (provided that each such Ratable Lien on any asset shall by its terms automatically be released upon the release of the Lien on such asset securing the Secured Obligations);

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of FCX or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of FCX or any Restricted

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Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such extension, renewal or replacement;

(d) Liens on fixed or capital assets acquired, constructed or improved by 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 completion of such acquisition, construction or improvement, (C) the Indebtedness or Attributable Debt secured thereby does not exceed by more than a deminimis 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 providedfurther, 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

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under this Agreement; provided that any such Lien is limited to all or part of the same property or assets (plus improvements and accessions thereto) that secured the Indebtedness or Attributable Debt being refinanced at the time of such refinancing;

(j) Liens incurred in the ordinary course of business with respect to obligations (other than Indebtedness for borrowed money) which do not exceed $100,000,000 at any one time outstanding;

(k) Liens on Equity Interests or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(l) Liens on amounts not to exceed the sum of up to three years of regularly scheduled interest payments in respect of Indebtedness of FCX 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

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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 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).

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(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 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;

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(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 to compliance with Section 2.10(c) of the Parent Credit Agreement; and

(viii) dispositions of receivables, metals and related assets subject to any Receivables Facility, Metalstream Transaction or other Indebtedness included in clause (j) of the definition of “Indebtedness”;

provided that:

(A) except as permitted under Section 6.05(c), no such sale, transfer, lease or other disposition of any Equity Interests in any 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

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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;

(ii) FCX or PTII may not sell, transfer or otherwise dispose of Equity Interests in PTFI, and PTFI may not issue additional Equity Interests (each a “PTFI Share Sale”), except that:

(A) this clause (ii) shall not prohibit any PTFI Share Sale if after giving effect thereto FCX holds, directly or indirectly, PTFI Shares representing at least 80% of all the Equity Interests in PTFI;

(B) at any time when the aggregate principal amount of the Revolving Commitments and the Term Loans and the revolving commitments under the Parent Credit Agreement shall be less than $8,000,000,000, this clause (ii) shall not prohibit any PTFI Share Sale if after giving effect thereto FCX holds, directly or indirectly, PTFI Shares representing at least 70% of all the Equity Interests in PTFI; and

(C) this clause (ii) shall not prohibit any PTFI Share Sale that results in FCX holding, directly or indirectly, PTFI Shares representing less than 70% of all the Equity Interests in PTFI if after giving effect thereto (1) FCX holds, directly or indirectly, PTFI Shares representing at least 50.1% of all the Equity Interests in PTFI, (2) the Additional Collateral Date shall have occurred on or prior to the date on which such sale, transfer or other disposition is consummated, (3) the consideration for the PTFI Shares included in such transaction that reduce FCX’s holdings below 70% of all the Equity Interests in PTFI (the “Core Shares”) shall be 100% cash and all the Net Proceeds received in respect of the Core Shares (the “Core Net Proceeds”) shall be applied promptly to the prepayment of Term Loans (it being understood in the event that PTFI Shares other than the Core Shares are also included in such transaction, (x) the application of the Net Proceeds of such other PTFI Shares shall be governed by the provisions of Section 2.10(c) of the Parent Credit Agreement and (y) the expenses of the entire transaction shall be allocated ratably between the Core Shares and such other PTFI Shares), and (4) after giving effect to any such transaction and the related prepayment of Term Loans, the aggregate principal amount of the Revolving Commitments and the Term Loans and the revolving commitments under the Parent Credit Agreement shall be no greater than the amount equal to $8,000,000,000 minus the Core Net Proceeds; and

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(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 3.5% (or (x) at any time when the aggregate principal amount of the Revolving Commitments and the Term Loans and the revolving commitments under the Parent Credit Agreement shall be less than $8,000,000,000 but greater than or equal to $5,000,000,000, 6% or (y) at any time when FCX is Investment Grade and the aggregate principal amount of the Revolving Commitments and the Term Loans and the revolving commitments under the Parent Credit Agreement shall be less than $5,000,000,000, 8%) of Consolidated Total Assets; provided in each case under clauses (a), (b) and (c) that (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) immediately after giving effect to the incurrence thereof, the Incurrence Test would be satisfied.

SECTION 6.07. Hedging Agreements. 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 payment thereof), so long as the Required Lenders shall not have given notice to

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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 5½% 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 FCX Obligations, Ratable Cyprus Obligations and Ratable PD Obligations;

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of Indebtedness prohibited by the subordination provisions thereof;

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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.

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 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), and (ii) transfers of Block B Assets in permitted Project Financings.

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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 (a) 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, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrowers or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions (A) imposed by applicable laws, rules or regulations, (B) under the Loan Documents, (C) existing on the date hereof under the 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) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (B) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01(a)(iv), (v), (xi) or (xii), or refinancings thereof, if such restrictions or conditions apply only to the fixed or capital assets the acquisition, construction or improvement of which was financed with such Indebtedness (or the Indebtedness refinanced with such Indebtedness), (C) customary provisions in leases restricting the assignment thereof, and (D) restrictions imposed by Sections 7.2.5 and 7.3 of the Participation Agreement, and (v) clause (b) of the foregoing shall not apply to restrictions on Restricted Payments by Project Financing Subsidiaries (or any direct or indirect parent thereof that holds no significant assets other than direct or indirect ownership interests in such Project Financing Subsidiary or assets related to, or ownership interests in Subsidiaries that hold assets related to, the operations of such Project Financing Subsidiary) imposed by the applicable Project Financing Documents or customary restrictions in the financing documents therefor.

SECTION 6.11. Amendment of Material Documents. 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

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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.

(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

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(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;

(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;

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(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 date hereof 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 date hereof 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 obligations, including under the 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

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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;

(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

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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) neither the Full Stock Pledge Condition nor the Additional Collateral Requirement shall be satisfied on September 15, 2007;

(p) 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;

(q) 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

(r) 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

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due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the 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.

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No Agent shall have any duties or obligations except those expressly set forth in the applicable Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders or Secured Parties as shall be necessary under the circumstances as provided in Section 9.02 or the applicable Loan Document), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, or shall be liable for the failure to disclose, any information relating to 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 and the Pledged PTII Shares, upon the occurrence of an Event of Default, to exercise the rights of the Pledgors under the FCX Pledge Agreements as owners of such shares in accordance with the terms of the FCX Pledge Agreements and otherwise applicable law. In addition, each Lender, each Agent and each Issuing Bank hereby irrevocably authorizes and directs the Administrative Agent, 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,

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document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the 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

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information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

The obligations of the Administrative Agent, Collateral Agent, 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 the foregoing, the Collateral Agent is authorized and directed to enter into such amendments as it may deem appropriate to the Third Amended and Restated FCX Pledge Agreement (PTFI Shares) in connection with the satisfaction of the Full Stock Pledge Condition or the Partial Stock Pledge Condition. Notwithstanding any other provision of this Article VIII, the Administrative Agent, 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.

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By acceptance of the benefits of the Security Documents, the holders of the Secured Obligations (as defined in the Atlantic Copper Pledge Agreement referred to below) hereby expressly and irrevocably appoint JPMCB as Collateral Agent under the Atlantic Copper Pledge Agreement and such holders hereby expressly and irrevocably authorize the Collateral Agent to accept and cancel, in their name and on their behalf, a pledge (including its novations) over the shares representing 65% of the share capital of Atlantic Copper S.A. (“Atlantic Copper”), a company (sociedad anónima) incorporated and existing under the laws of the Kingdom of Spain, having its registered office at Avenida Francisco Montenegro s/n, 21007, Huelva, Spain, and Tax Identification Number (C.I.F.) A-79110482, as security for the Secured Obligations (as so defined) (the “Pledge of Atlantic Copper Shares”), and, in particular, but not exclusively, (i) to execute one or more pledge agreements (collectively, the “Atlantic Copper Pledge Agreement”), as well as any subsequent novations thereof, inter alia, over the shares of Atlantic Copper owned by Freeport-McMoRan Spain Inc. representing, from time to time, 65% of the share capital of Atlantic Copper on the terms and conditions that the Collateral Agent may deem appropriate; (ii) to appear before a Notary Public and execute, on the terms the Collateral Agent deems appropriate, the granting of any ratification, amendment, confirmation, supplement, novation or cancellation of the document or documents by virtue of which the Pledge of Atlantic Copper Shares is created; (iii) to carry out whatever actions and legal proceedings the Collateral Agent may deem appropriate for the enforcement of the Pledge of Atlantic Copper Shares in accordance with the terms of the applicable Loan Documents; (iv) to carry out, as well, all related or complementary acts needed in order to fully execute the mandate received, and in particular, grant amendment documents and to do all other things, to enter into all other agreements and to make all other statements necessary or useful in connection with the above mentioned performances; and (v) to make any payment of any reasonable expenses and fees, including legal and notarial fees.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to 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,

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Attention of Ms. Sylvia Trevino (Telecopy No. (713) 750-2932), with a copy to the Administrative Agent as provided under clause (ii) above;

(iv) if to any Issuing Bank, to it at the address most recently specified by it in a notice delivered to the Administrative Agent and the Borrower, with a copy to the Administrative Agent as provided under clause (ii) above; and

(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or 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 (provided that only the consent of the Required Lenders

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shall be necessary to amend the dates set forth in the definition of “Collateral Shortfall Period”), (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement under Section 2.05, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders” or 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 date hereof), (vi) release all or substantially all the Guarantors from their Guarantee under the Loan Documents or limit the liability of all or substantially all the Guarantors in respect of such Guarantees, without the written consent of each Lender, (vii) release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, or (viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of Collateral or payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent, 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.

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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 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 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

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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 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 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

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unreasonably withheld or delayed, it being understood that the Borrowers may withhold their consent to an assignment to a Lender that would, as of the effective date of such assignment, be entitled to claim compensation under Section 2.14 (other than paragraph (b) thereof) which the assignor Lender would not be entitled to claim as of that date) of:

(A) in the case of assignments of Revolving Commitments or Revolving Exposures, the 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 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); and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms required by Section 2.16(f).

For purposes of this Section 9.04(b), the terms “Approved Fund” and “CLO” have the following meanings:

“Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a fund that invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

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“CLO” means an entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the 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

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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 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

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expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent constitute the entire contract among the parties relating to the subject matter hereof and (subject to Section 9.22(A)) supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 and 9.22(A), this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing (although such obligations may be unmatured) by such Lender or Issuing Bank or Affiliate to or for the credit or the account of 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

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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.

(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, 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

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informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or prospective assignee of or Participant in any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to 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

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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 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

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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 thePatriot 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 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 following the Investment Grade Date when there is no outstanding Tranche B Term Loan, 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, at any time when either (i) the Full Stock Pledge Condition is satisfied or (ii) the Additional Collateral Requirement is satisfied, PTFI may elect to effect a transaction in which it will cease to be domesticated under the laws of Delaware as a corporation and shall become solely a limited liability company organized under the laws of the Republic of Indonesia. 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 the Collateral Agent.

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(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.

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 Agreements, 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.

SECTION 9.22. Agreements under the Existing Credit Agreement. The signatories hereto constituting pursuant to Section 10.02(b) of the Existing Credit Agreement (including the last sentence thereof) the required signatories for amending and taking other actions under the Existing Credit Agreement hereby agree as follows:

(A) The Existing Credit Agreement shall be amended and restated in the form hereof effective upon the date on which each of the conditions set forth in Section 4.01 is satisfied (or waived in accordance with Section 9.02). For the avoidance of doubt, the Existing Credit Agreement shall remain in full force and effect until the occurrence of such satisfaction or waiver. Notwithstanding the foregoing, all appointments of the Agents shall, from and after the execution hereof by the Administrative Agent and the delivery of counterparts hereof by each other party hereto in accordance with Section 9.06, be effective hereunder for all purposes of facilitating the satisfaction of such conditions or the obtaining of any such waiver.

(B) In conjunction with the renewals of the currently existing Fiduciary Certificate no. C2-128 HT.04.07.TH.2006P and no. C2-129

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HT.04.07.TH.2006P, both dated 29 August, 2006, in favor of the lenders under the Existing Credit Agreement who are Lenders hereunder, such Lenders hereby authorize the Security Agent and the FI Trustee to delete the registration certificates stated above; to implement the foregoing, the Security Agent and the FI Trustee is hereby authorized by such Lenders with power of substitution, to sign, submit applications thereto and in general to do and carry out all things necessary or useful without exemption.

(C) Upon the effectiveness of the Collateral Agreement, the lenders under the Existing Credit Agreement who are Lenders hereunder hereby direct and authorize the Security Agent to release the debt instruments pledged under the Second Amended and Restated FCX Pledge Agreement (Indebtedness) (as defined in the Existing Credit Agreement) whereupon such debt instruments shall be pledged by FCX under the Collateral Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

FREEPORT-MCMORAN COPPER & GOLD INC.,
by
	Name: Kathleen L. Quirk
	Title: Senior Vice President, Chief Financial Officer and Treasurer

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:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent
by /s/
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION, as FI Trustee,
by
	Name:
	Title:

MERRILL LYNCH CAPITAL CORPORATION
by /s/
	Name:
	Title:

HSBC BANK USA, NATIONAL ASSOCIATION
by /s/
	Name:
	Title:

THE BANK OF NOVA SCOTIA
by /s/
	Name:
	Title:

UBS LOAN FINANCE LLC
by /s/
	Name:
	Title:

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
by /s/
	Name:
	Title:

BNP PARIBAS
by /s/
	Name:
	Title:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH
by /s/
	Name:
	Title:

CALYON NEW YORK BRANCH
by /s/
	Name:
	Title:

BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH
by /s/
	Name:
	Title:

ING CAPITAL LLC
by /s/
	Name:
	Title:

MIZUHO CORPORATION BANK, LTD.
by /s/
	Name:
	Title:

NATIXIS
by /s/
	Name:
	Title:

ROYAL BANK OF CANADA
by /s/
	Name:
	Title:

THE ROYAL BANK OF SCOTLAND PLC
by /s/
	Name:
	Title:

SOCIETE GENERALE
by /s/
	Name:
	Title:

STANDARD CHARTERED BANK
by /s/
	Name:
	Title:

SUMITOMO MITSUI BANKING CORPORATION
by /s/
	Name:
	Title:

WESTLB AG, TORONTO BRANCH
by /s/
	Name:
	Title:

BANCO SANTANDER CENTRAL HISPANO, S.A. NEW YORK BRANCH
by /s/
	Name:
	Title:

BANK OF AMERICA, N.A.
by /s/
	Name:
	Title:

UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY
by /s/
	Name:
	Title:

DBS BANK LTD., LOS ANGELES AGENCY
by /s/
	Name:
	Title:

THE NORTHERN TRUST COMPANY
by /s/
	Name:
	Title:

WELLS FARGO BANK, N.A.
by /s/
	Name:
	Title:

BAYERISCHE LANDESBANK, NEW YORK BRANCH
by /s/
	Name:
	Title:

RAYMOND JAMES BANK, FSB
by /s/
	Name:
	Title:

BANCO ESPIRITO SANTO, S.A., NASSAU BRANCH
by /s/
	Name:
	Title:

HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY
by /s/
	Name:
	Title:

CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH
by /s/
	Name:
	Title:

TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY
by /s/
	Name:
	Title:

EX-99.1

Exhibit 99.1

Freeport-McMoRan Copper & Gold Inc.

Completes Acquisition of Phelps Dodge Corp.

Creating World’s Largest Publicly Traded Copper Company

NEW ORLEANS, LA and PHOENIX, AZ - March 19, 2007 - Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) today announced that it has completed its acquisition of Phelps Dodge Corporation (NYSE: PD), creating the world’s largest publicly traded copper company.

In this $26 billion transaction, Phelps Dodge shareholders received $88 in cash ($18 billion in total) and 0.67 of a share of FCX’s common stock (137 million shares in total), equivalent to a value of $128.68 per Phelps Dodge share based on the closing price of FCX’s common stock on March 16, 2007. FCX currently has approximately 334 million shares outstanding.

James R. Moffett, Chairman of the Board of FCX, said: “The new FCX will benefit from a diverse portfolio of proven assets, an attractive growth profile and an exciting portfolio of exploration targets. We are highly enthusiastic about the asset base created by this leading copper producer.”

Richard C. Adkerson, FCX’s Chief Executive Officer, said: “We are pleased to combine the assets of two great companies in the largest transaction in the history of the metals and mining industry. These assets will deliver significant copper volumes to an attractive market place, providing substantial cash flows that will enable us to invest in growth projects and reduce debt rapidly. We look forward to the opportunities that this highly attractive transaction provides our shareholders.”

The new FCX will be an international mining industry leader based in North America with large, long-lived, geographically diverse assets and significant proven and probable reserves of copper, gold and molybdenum. FCX has one of the most dynamic portfolios of operating, expansion and growth projects in the copper mining industry.

MANAGEMENT TEAM AND BOARD OF DIRECTORS

James R. Moffett will continue as Chairman of FCX and Richard C. Adkerson will continue as FCX's Chief Executive Officer. Timothy R. Snider, previously President and Chief Operating Officer at Phelps Dodge, has been named President and Chief Operating Officer of FCX. Kathleen L. Quirk has been named Executive Vice President and will continue as Chief Financial Officer and Treasurer of FCX. Michael J. Arnold has been named Executive Vice President and will continue to serve as FCX's Chief Administrative Officer. Mark J. Johnson will continue as Senior Vice President and Chief Operating Officer of FCX's Indonesian operations.

FCX also announced today the election of three former directors of Phelps Dodge Corporation to its Board of Directors: General Charles C. Krulak, Jon C. Madonna and Dustan E. McCoy.

J. Steven Whisler, Chairman and Chief Executive Officer of Phelps Dodge will retire after more than 30 years of service to the Phelps Dodge organization and Ramiro G. Peru, Chief Financial Officer of

1

Phelps Dodge, has elected to retire after a 27-year career with Phelps Dodge. These individuals should be congratulated for their successful careers and valued contributions to the Phelps Dodge organization.

EXCHANGE OF PHELPS DODGE COMMON SHARES

Effective as of the close of trading today, Phelps Dodge's common stock (NYSE: PD) will no longer trade. Phelps Dodge’s registered shareholders will receive information from Mellon Investor Services (1-800-279-1240) regarding the exchange of their Phelps Dodge common shares. Phelps Dodge’s shareholders holding through a broker or bank should receive information regarding the exchange of their Phelps Dodge common shares from the broker or bank.

FCX is an international mining industry leader based in North America with large, long-lived, geographically diverse assets and significant proven and probable reserves of copper, gold and molybdenum. FCX has one of the most dynamic portfolios of operating, expansion and growth projects in the copper mining industry. The Grasberg mine, the world’s largest copper and gold mine in terms of reserves, is the company’s key asset. FCX also operates significant mining operations in North and South America and is developing the world-class Tenke Fungurume project in the Democratic Republic of Congo. Additional information on FCX is available on our web site, www.fcx.com.

------------------------------------------------------------------------

Cautionary Statement: This press release contains forward-looking statements in which we discuss factors we believe may affect our performance in the future.  Forward-looking statements are all statements other than historical facts.  Accuracy of those statements depends on assumptions about events that change over time and is thus susceptible to periodic change based on actual experience and new developments.  FCX cautions readers that it assumes no obligation to update or publicly release any revisions to the forward-looking statements in this press release and, unless required by applicable law, does not intend to update or otherwise revise its forward-looking statements more frequently than quarterly, if at all.  Additionally, important factors that might cause future results to differ from current expectations include mine sequencing, production rates, industry risks, commodity prices, political risks, results of exploration and development efforts, weather-related risks, currency translation risks and other factors described in FCX's registration statement on Form S-4/A filed with the Securities and Exchange Commission on February 12, 2007.

# # #

2

EX-99.2

  
    
      Unassociated Document