February 2, 2006Phelps Dodge Corp • February 27th, 2006 • Primary smelting & refining of nonferrous metals
This letter amends and modifies that certain February 11, 2005 Employment Agreement signed by Phelps Dodge Corporation and you with an Initial Term commencing February 11, 2005 (“Agreement”) and which Initial Term ends on February 10, 2006. Unless defined otherwise for purposes of this letter, capitalized terms set forth herein will have the same meaning as set forth in the Agreement.
FIRST AMENDMENT TO JBIC LOAN AGREEMENT among SOCIEDAD MINERA CERRO VERDE, S.A.A., JAPAN BANK FOR INTERNATIONAL COOPERATION, and SUMITOMO MITSUI BANKING CORPORATION, as JBIC Agent Dated as of December 19, 2005Jbic Loan Agreement • February 27th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
This FIRST AMENDMENT TO JBIC LOAN AGREEMENT (“First Amendment”), dated as of December 19, 2005, is made and entered among SOCIEDAD MINERA CERRO VERDE, S.A.A., a Peruvian sociedad anónima abierta listed on the Lima Stock Exchange and organized under the laws of Peru (the “Borrower”), JAPAN BANK FOR INTERNATIONAL COOPERATION (“JBIC”), and SUMITOMO MITSUI BANKING CORPORATION, in its capacity as JBIC Agent (the “JBIC Agent”, and collectively with JBIC and the Borrower, the “Parties”).
FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT among SOCIEDAD MINERA CERRO VERDE, S.A.A., as Borrower, and CALYON NEW YORK BRANCH, as Administrative Agent Dated as of December 16, 2005Master Participation Agreement • February 27th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
This FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT (“First Amendment”), dated as of December 16, 2005, is made and entered between SOCIEDAD MINERA CERRO VERDE, S.A.A., a Peruvian sociedad anónima abierta listed on the Lima Stock Exchange and organized under the laws of Peru (the “Borrower”) and CALYON NEW YORK BRANCH, a licensed branch of a banking corporation organized and existing under the laws of the French Republic, in its capacity as Administrative Agent (the “Administrative Agent”, and collectively with the Borrower, the “Parties”).
AGREEMENT AND GENERAL RELEASEAgreement and General Release • February 27th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
This Agreement and General Release (“Agreement”), dated as of December 31, 2005, is between Phelps Dodge Corporation (“Company”) and David L. Pulatie (“Pulatie”). This Agreement is entered into in order to (i) provide Pulatie with special benefits, (ii) resolve all matters relating to Pulatie’s employment with, and separation from, the Company, and (iii) provide the Company with protection against any claims.
PHELPS DODGE CORPORATION RETIREE MEDICAL PLAN WELFARE BENEFIT TRUSTAgreement • February 27th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • Illinois
THIS AGREEMENT, effective as of the 15th day of December, 2005, is made between PHELPS DODGE CORPORATION, a New York corporation with offices located in Phoenix, Arizona, herein referred to as the “Company”, and THE NORTHERN TRUST COMPANY, an Illinois corporation of Chicago, Illinois, herein referred to as the “Trustee”, and constitutes a trust agreement to be known as the PHELPS DODGE CORPORATION RETIREE MEDICAL PLAN WELFARE BENEFIT TRUST agreement under which the Trustee is accepting appointment as successor trustee.
MASTER AGREEMENT AND PLAN OF MERGER Dated as of November 15, 2005Master Agreement and Plan of Merger • February 27th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
MASTER AGREEMENT AND PLAN OF MERGER, dated as of the 15th day of November, 2005, by and among Columbian Chemicals Acquisition LLC, a Delaware limited liability company (the “Parent”), Columbian Chemicals Merger Sub, Inc., a Delaware corporation wholly-owned by Parent (the “Merger Sub”), Columbian Chemicals Company, a Delaware corporation (the “Company”), and Phelps Dodge Corporation, a New York corporation (the “Shareholder”). Undefined capitalized terms in this Agreement are defined in Section 12.
ASSET AND STOCK PURCHASE AGREEMENTAsset and Stock Purchase Agreement • February 27th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
ASSET AND STOCK PURCHASE AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”), dated as of the 15th day of November, 2005, by and among Phelps Dodge Corporation, a New York corporation (“PDC”), Phelps Dodge Industries, Inc., a Delaware corporation (“PDI” and together with PDC, the “Sellers,” and each a “Seller”) and Rea Magnet Wire Company, Inc., a Delaware corporation (the “Purchaser”).
RECLAMATION AND REMEDIATION TRUST AGREEMENTReclamation and Remediation Trust Agreement • February 27th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
AGREEMENT made as of December 22, 2005 (the “Agreement”), by and between Phelps Dodge Corporation (the “Corporation”), a New York corporation, as grantor, and Wells Fargo Delaware Trust Company, a Delaware limited purpose trust company (the “Trustee”), as trustee.
