Supplemental Indenture dated March 19, 2007 from FCX to the Bank of New York, as Trustee, providing for an equal and ratable subsidiary guaranty and supplementing the Indenture dated February 3, 2004

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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 February 3, 2004, providing for the issuance of an unlimited amount of 6⅞% Senior Notes due 2014 (the “Securities”);

 

WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor 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 Guarantor, 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 Guarantor hereby agrees, 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

 

 

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.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

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

FREEPORT-MCMORAN SPAIN INC.

INTERNATIONAL SUPPORT INC.

By: __/s/ Kathleen L. Quirk_____________________________

Name: Kathleen L. Quirk

Title: Treasurer

INTERNATIONAL AIR CAPITAL INC.

By: __/s/ Kathleen L. Quirk________________________

Name: Kathleen L. Quirk

Title: Senior Vice President and Treasurer

FREEPORT RESEARCH AND ENGINEERING COMPANY

By: __/s/ Richard C. Adkerson___________________

Name Richard C. Adkerson

Title: Chairman of the Board and President

INTERNATIONAL PURVEYORS INC.

By: __/s/ Richard C. Adkerson__________________________

Name: Richard C. Adkerson

Title: President

FCX INVESTMENT LLC

By: ___/s/ Dean T. Falgoust_________________________

Name: Dean T. Falgoust

Title: Vice President

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

PHELPS DODGE BAGDAD, INC.

PHELPS DODGE CHICAGO ROD, INC.

PHELPS DODGE CHINO, INC.

PHELPS DODGE EXPLORATION CORPORATION

PHELPS DODGE INDUSTRIES, INC.

PHELPS DODGE MIAMI, INC.

PHELPS DODGE REFINING CORPORATION

PHELPS DODGE SAFFORD, INC.

PHELPS DODGE SALES COMPANY, INCORPORATED

PHELPS DODGE SIERRITA, INC.

PHELPS DODGE TYRONE, INC.

TYRONE MINING, LLC

By: __/s/ S. David Colton____________________________

Name: S. David Colton

Title: Senior Vice President

PD CHILE FINANCE COMPANY

By: __/s/ S. David Colton_________________________

Name: S. David Colton

Title: Vice President

CLIMAX MOLYBDENUM MARKETING CORPORATION

KINETICS CLIMAX, INC.

By: __/s/ Stanton K. Rideout_______________________________

Name: Stanton K. Rideout

Title: Vice President

PHELPS DODGE CORPORATION

By: ___/s/ S. David Colton________________________

Name: _S. David Colton____________________________

Title: __Senior Vice President and General Counsel______

FREEPORT-MCMORAN COPPER & GOLD INC.

By: __/s/ Kathleen L. Quirk___________________________

Name: Kathleen L. Quirk

Title: Senior Vice President, Chief Financial Officer and

          Treasurer

THE BANK OF NEW YORK, as Trustee,

By: __/s/ Robert A. Massimillo________________________

Name: __Robert A. Massimillo_______________________

Title: ___Vice President____________________________