SUPPLEMENTAL INDENTURE
SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of March 19, 2007, among the
guarantors party hereto (the “New Guarantors”), each a subsidiary of
FREEPORT-MCMORAN COPPER & GOLD INC. (or its successor), a Delaware
corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking
corporation, as trustee under the indenture referred to below (the
“Trustee”).
W
I T N E
S S E T H :
WHEREAS
the Company has heretofore executed and delivered to the Trustee an Indenture
(the “Indenture”) dated as of January 29, 2003, providing for the issuance
of an unlimited amount of 101/8%
Senior
Notes due 2010 (the “Securities”);
WHEREAS
Section 4.11 of the Indenture provides that under certain circumstances the
Company is required to cause the New Guarantors to execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Guarantors shall
unconditionally guarantee all the Company’s obligations under the Securities
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
and
WHEREAS
pursuant to Section 9.01(iv) of the Indenture, the Trustee, the Company and
any existing guarantors (the “Existing Guarantors”) are authorized to execute
and deliver this Supplemental Indenture;
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors,
the Company, the Existing Guarantors and the Trustee mutually covenant and
agree
for the equal and ratable benefit of the holders of the Securities as
follows:
1. Agreement
to Guarantee.
The New
Guarantors hereby agree, jointly and severally with all the Existing Guarantors,
to unconditionally guarantee the Company’s obligations under the Securities on
the terms and subject to the conditions set forth in Article 10 of the
Indenture and to be bound by all other applicable provisions of the Indenture
and the Securities.
2. Ratification
of Indenture; Supplemental Indentures Part of Indenture.
Except
as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain
in
full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
3. Governing
Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
1
APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
4. Trustee
Makes No Representation.
The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture. The recitals and statements herein are deemed to be
those of the Company and not of the Trustee.
5. Counterparts.
The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.
6. Effect
of Headings.
The
Section headings herein are for convenience only and shall not effect the
construction thereof.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed as of the date first above written.
NEW
GUARANTORS:
FREEPORT-MCMORAN
COPPER & GOLD INVESTMENT CO., S.A.
FREEPORT-MCMORAN
SPAIN INC.
INTERNATIONAL
SUPPORT INC.
By: _/s/
▇▇▇▇▇▇▇▇ ▇. Quirk___________
Name: ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Treasurer
INTERNATIONAL
AIR CAPITAL INC.
By: __/s/
▇▇▇▇▇▇▇▇ ▇. Quirk_______
Name: ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Senior
Vice President and Treasurer
FREEPORT
RESEARCH AND ENGINEERING COMPANY
By: __/s/
▇▇▇▇▇▇▇ ▇. Adkerson___
Name ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Chairman
of the Board and President
INTERNATIONAL
PURVEYORS INC.
By: __/s/
▇▇▇▇▇▇▇ ▇. Adkerson_______
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: President
FCX
INVESTMENT LLC
By: __/s/
▇▇▇▇ ▇. Falgoust__________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title: Vice
President
3
CHINO
ACQUISITION INC.
CHINO
MINES COMPANY
CLIMAX
ENGINEERED MATERIALS, LLC
CLIMAX
MOLYBDENUM COMPANY
CYPRUS
AMAX MINERALS COMPANY
CYPRUS
CLIMAX METALS COMPANY
CYPRUS
EL
ABRA CORPORATION
CYPRUS
METALS COMPANY
PD
CHILE
HOLDING COMPANY LIMITADA
PD
CHILE
INVESTMENTS, LLC
▇▇▇▇▇▇
DODGE BAGDAD, INC.
▇▇▇▇▇▇
DODGE CHICAGO ROD, INC.
▇▇▇▇▇▇
DODGE CHINO, INC.
▇▇▇▇▇▇
DODGE EXPLORATION CORPORATION
▇▇▇▇▇▇
DODGE INDUSTRIES, INC.
▇▇▇▇▇▇
DODGE MIAMI, INC.
▇▇▇▇▇▇
DODGE REFINING CORPORATION
▇▇▇▇▇▇
DODGE ▇▇▇▇▇▇▇, INC.
▇▇▇▇▇▇
DODGE SALES COMPANY, INCORPORATED
▇▇▇▇▇▇
DODGE SIERRITA, INC.
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, INC.
▇▇▇▇▇▇
MINING, LLC
By: _/s/
S.
▇▇▇▇▇ Colton___________
Name: S.
▇▇▇▇▇
▇▇▇▇▇▇
Title: Senior
Vice President
PD
CHILE
FINANCE COMPANY
By: __/s/
S.
▇▇▇▇▇ Colton__________
Name: S.
▇▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
CLIMAX
MOLYBDENUM MARKETING CORPORATION
KINETICS
CLIMAX, INC.
By: _/s/
▇▇▇▇▇▇▇ ▇. Rideout__________
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title: Vice
President
4
▇▇▇▇▇▇
DODGE CORPORATION
By: ___/s/
S.
▇▇▇▇▇ Colton__________________________
Name: _S.
▇▇▇▇▇
Colton_____________________________
Title: __Senior
Vice President and General Counsel________
COMPANY:
FREEPORT-MCMORAN
COPPER & GOLD INC.
By: __/s/
▇▇▇▇▇▇▇▇ ▇. Quirk___________________
Name: ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Senior
Vice President, Chief Financial Officer and
Treasurer
TRUSTEE:
THE
BANK
OF NEW YORK, as Trustee,
By: ___/s/
▇▇▇▇▇▇ ▇. Massimillo______________________
Name: _Robert
A. Massimillo_______________________
Title: __Vice
President_____________________________
5