GUARANTEE AND COLLATERAL AGREEMENT dated as of March 19, 2007, among

Exhibit 10.1

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

March 19, 2007,

among

FREEPORT-MCMORAN COPPER & GOLD INC.,

THE SUBSIDIARIES OF FREEPORT-MCMORAN COPPER & GOLD INC.
FROM TIME TO TIME PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

     GUARANTEE AND COLLATERAL AGREEMENT (this “ Agreement ”), dated as of March 19, 2007, among FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation (“ FCX ”), the Subsidiaries of FCX from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent.

          Reference is made to (i) the Credit Agreement dated as of March 19, 2007 (as amended, supplemented or otherwise modified from time to time, the “ Parent Credit Agreement ”), among FCX, the Lenders party thereto, the Issuing Banks party thereto, and JPMorgan Chase Bank, N.A. (“ JPMCB ”), as Administrative Agent and Collateral Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill ”), as Syndication Agent, and (ii) the Amended and Restated Credit Agreement dated as of March 19, 2007 (as amended, supplemented or otherwise modified from time to time, the “ Restated Credit Agreement ” and, together with the Parent Credit Agreement, the “ Credit Agreements ”), among FCX, PTFI, the lenders party thereto, the issuing banks party thereto, JPMCB, 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. The lenders under the Parent Credit Agreement have agreed to extend credit to FCX and the lenders under the Restated Credit Agreement have agreed to extend credit to FCX and PTFI, in each case subject to the terms and conditions set forth in the applicable Credit Agreement. The obligations of such lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Subsidiary Parties are affiliates of FCX and PTFI, will derive substantial benefits from the extension of credit to FCX and PTFI pursuant to the Credit Agreements and are willing to execute and deliver this Agreement in order to induce such lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

          SECTION 1.01. Parent Credit Agreement. (a) Except as otherwise expressly provided herein, capitalized terms used in this Agreement, not otherwise defined herein and defined in the Parent Credit Agreement shall have the meanings specified in the Parent Credit Agreement. Unless the context otherwise requires, all terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

          (b) The rules of construction specified in Section 1.03 of the Parent Credit Agreement also apply to this Agreement.

          SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

          “ Account Debtor ” means any Person who is or who may become obligated to FCX under, with respect to or on account of an Account.

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          “ Article 9 Collateral ” has the meaning assigned to such term in Section 4.01.

          “ Collateral ” means Article 9 Collateral and Pledged Collateral.

          “ Credit Agreements ” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “ Cyprus Amax Limited Collateral” means that portion of the Pledged Collateral (if any) that, pursuant to Section 10.8 of the Cyprus Amax Notes Indenture, is required to equally and ratably secure the Cyprus Amax Notes Non-Excluded Obligations.

          “ Cyprus Amax Notes ” means the 7-3/8% Notes due 2007 of PD and outstanding on the Effective Date.

          “ Cyprus Amax Noteholders ” means the holders from time to time of the Cyprus Amax Notes.

          “ Cyprus Amax Notes Indenture ” means the Indenture dated as of May 17, 1995, between PD (as successor in interest to Cyprus Amax Minerals Company, a Delaware corporation), and the Cyprus Amax Notes Trustee, as amended, supplemented or otherwise modified on or prior to the Effective Date.

          “ Cyprus Amax Notes Obligations ” means at any time the obligations in respect of Cyprus Amax Notes constituting the “Securities” (within the meaning of Section 1.1 of the Cyprus Amax Notes Indenture) at such time.

          “ Cyprus Amax Notes Non-Excluded Obligations ” means at any time the Cyprus Amax Notes Obligations at such time to the extent that such obligations are required under Section 10.8 of the Cyprus Amax Notes Indenture to be equally and ratably secured with the Secured Obligations (after giving effect to the proviso in such Section 10.8 or any such other limitation on or qualification or exception to such requirement).

          “ Cyprus Amax Notes Trustee ” means The Bank of New York Trust Company, N.A., in its capacity as trustee under the Cyprus Amax Notes Indenture (or any successor trustee in such capacity).

          “ Excluded Accounts ” means, collectively, (a) payroll, trust, withholding tax or other fiduciary accounts, (b) accounts that may be made subject to Liens pursuant to clause (c), (f), (l) or (n) of Section 6.02 of the Credit Agreements and (c) accounts to the extent holding cash reserve funds for environmental liabilities, assurances and reclamations.

          “ Existing JV Restrictions ” has the meaning assigned to such term in Section 5.06(a).

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          “ FCX 6-7/8% Notes” means the 6-7/8% Senior Notes due 2014 of FCX and outstanding on the Effective Date.

          “ FCX 10-1/8% Notes” means the 10-1/8% Senior Notes due 2010 of FCX and outstanding on the Effective Date.

          “ FCX 6-7/8% Notes Indenture ” means the Indenture dated as of February 3, 2004, between FCX and the FCX Notes Trustee, as amended, supplemented or otherwise modified on or prior to the Effective Date.

          “ FCX 10-1/8% Notes Indenture ” means the Indenture dated as of January 29, 2003, between FCX and the FCX Notes Trustee, as amended, supplemented or otherwise modified on or prior to the Effective Date.

          “ FCX 6-7/8% Notes Obligations ” means at any time the obligations in respect of FCX 6-7/8% Notes constituting the “Securities” (within the meaning of Section 1.01 of the FCX 6-7/8% Notes Indenture) at such time.

          “ FCX 10-1/8% Notes Obligations ” means at any time the obligations in respect of FCX 10-1/8% Notes constituting the “Securities” (within the meaning of Section 1.01 of the FCX 10-1/8% Notes Indenture) at such time.

          “ FCX Noteholders ” means the holders from time to time of the FCX Notes.

          “ FCX Notes” means, collectively, the FCX 6-7/8% Notes and the FCX 10-1/8% Notes.

          “ FCX Notes Indentures” means, collectively, the FCX 6-7/8% Notes Indenture and the FCX 10-1/8% Notes Indenture.

          “ FCX Notes Non-Excluded Obligations ” means at any time (i) the FCX 6-7/8% Notes Obligations at such time to the extent that such obligations are required under Section 4.13 of the FCX 6-7/8% Notes Indenture to be equally and ratably secured with the other Secured Obligations (after giving effect to the proviso in such Section 4.13 or any such other limitation on or qualification or exception to such requirement) and (ii) the FCX 10-1/8% Notes Obligations at such time to the extent that such obligations are required under Section 4.13 of the FCX 10-1/8% Notes Indenture to be equally and ratably secured with the other Secured Obligations (after giving effect to the proviso in such Section 4.13 or any such other applicable limitation on or qualification or exception to such requirement).

          “ FCX Notes Trustees ” means The Bank of New York, a New York banking corporation, in its capacity as trustee under each of the FCX Notes Indentures (or any successor trustee in any such capacity).

          “ Federal Securities Laws ” has the meaning assigned to such term in Section 5.03.

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          “ Grantors ” means FCX and the Subsidiary Grantors.

          “ Guaranteed Obligations ” means the Secured Obligations other than the FCX Notes Non-Excluded Obligations.

          “ Guaranteed Parties ” means the Secured Parties other than the FCX Noteholders and any successor or assign of a FCX Noteholder.

          “ Guarantors ” means FCX and the Subsidiary Guarantors.

          “ 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 Group Default ” means a “Default” under either Credit Agreement.

          “ Loan Group Document Obligations ” means, collectively, the Obligations and the Obligations (as defined in the Restated Credit Agreement).

          “ Loan Group Documents ” means, collectively, the Loan Documents and the Loan Documents (as defined in the Restated Credit Agreement).

          “ Loan Group Event of Default ” means an “Event of Default” under either Credit Agreement.

          “ Loan Group Issuing Banks ” means, collectively, the Issuing Banks and the Issuing Banks (as defined in the Restated Credit Agreement).

          “ Loan Group Lenders ” means, collectively, the Lenders and the Lenders (as defined in the Restated Credit Agreement).

          “ Loan Group Party ” means, collectively, the Loan Parties and the Loan Parties (as defined in the Restated Credit Agreement).

          “ Loan Group Revolving Lenders ” means, collectively, the Revolving Lenders and the Revolving Lenders (as defined in the Restated Credit Agreement).

          “ New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

          “ Non-Scheduled Indebtedness ” means Indebtedness of any Subsidiary that is owing to FCX that is less than $25,000,000 in the aggregate for all such Indebtedness of such Subsidiary owing to FCX.

          “ Pledged Collateral ” has the meaning assigned to such term in Section 3.01.

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          “ Pledged Equity Interests ” has the meaning assigned to such term in Section 3.01.

          “ Pledged Indebtedness ” has the meaning assigned to such term in Section 3.01.

          “ Pledged Securities ” means any promissory notes, stock certificates or other securities certificates or instruments now or hereafter included in the Pledged Collateral, including any certificates or instruments representing or evidencing any Pledged Collateral.

          “ Proceeds ” has the meaning specified in Section 9-102 of the New York UCC.

          “ Secured Obligations ” means (a) the Loan Group Document Obligations, (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 Loan Group Lender or an Affiliate of a Loan Group Lender in respect of cash management services provided to FCX or any Restricted Subsidiary, (d) the due and punctual payment and performance of all obligations owed from time to time by FCX or any Restricted Subsidiary to the Loan Group Revolving Lenders or Affiliates of Loan Group Revolving Lenders in respect of any Purchasing Card Program and (e) the FCX Notes Non-Excluded Obligations, in each case including obligations in respect of overdrafts, temporary advances, interest and fees; provided that in no event shall any obligations in respect of any Secured Obligations described in clause (b), (c) or (d) hereof, in each case provided by an Affiliate of a Lender, constitute Secured Obligations for the purpose of any Security Document governed by the laws of Chile or Indonesia unless (A) in the case of Security Documents governed by the laws of Chile, such documents have been amended to identify the Affiliate as a secured party thereunder and (B) in the case of Security Documents governed by the laws of Indonesia, the documents evidencing such Permitted Secured Hedge, cash management service or Purchasing Card Program, as applicable, contain the following language:

     “We [name of Permitted Secured Hedge Counterparty/Cash Management Provider/Card Program Provider] hereby confirm that by entering into this [ insert name of contract ] [Permitted Secured Hedge/documents evidencing cash management services/documents evidencing card programs], intend to be party to the Third Amended and Restated FCX/ISI Pledge Agreement (PTII Shares) (the “PTII Pledge Agreement”) and, after the satisfaction of the Full Stock Pledge Condition or the Partial Stock Pledge Condition, the Fourth Amended and Restated FCX Pledge Agreement (PTFI Shares) (the “PTFI Pledge Agreement”), in each case among JPMorgan Chase Bank, N.A., as Collateral Agent (the “Collateral Agent”) on behalf of the Secured Parties (as defined in the PTII Pledge Agreement or the PTFI Pledge Agreement, if applicable) and the applicable Pledgor(s), and agree that we shall be bound by all the provisions of the PTII Pledge Agreement and, if applicable, the PTFI Pledge Agreement, as if

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we had been an original party thereto. We further agree to notify the Collateral Agent of our entering into this [ insert name of contract ] and agree that the Collateral Agent may rely upon our undertaking and agreement given herein. We understand that we shall not be bound by the provisions of the PTII Pledge Agreement nor be entitled to the benefits thereof until such notice is given to the Collateral Agent.”

          “ Secured Parties ” means (a) the Loan Group Lenders, (b) the Collateral Agent, (c) the Agents (as defined in each of the Credit Agreements), (d) the Loan Group Issuing Banks, (e) each counterparty to a Permitted Secured Hedge, (f) each Loan Group Lender or Affiliate of any Loan Group Lender providing cash management services the obligations under which constitute Secured Obligations, (g) each Loan Group Revolving Lender and each Affiliate of a Loan Group Revolving Lender providing any Purchasing Card Program to FCX or any Restricted Subsidiary, (h) the FCX Noteholders and (i) the successors and assigns of each of the foregoing.

          “ Security Interest ” has the meaning assigned to such term in Section 4.01.

          “ Specified Pledged Indebtedness ” means Pledged Indebtedness other than Non-Scheduled Indebtedness.

          “ Specified Pledged Securities ” means Pledged Securities other than in respect of Non-Scheduled Indebtedness.

          “ Specified Restrictions ” has the meaning assigned to such term in Section 5.06(b).

          “ Subsidiary Grantors ” means (a) the Subsidiaries identified on Schedule I under the caption “Subsidiary Grantors” and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Grantor after the Effective Date.

          “ Subsidiary Guarantors ” means (a) the Subsidiaries identified on Schedule I under the caption “Subsidiary Guarantors” and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Effective Date.

          “ Subsidiary Parties ” means, collectively, the Subsidiary Grantors and the Subsidiary Guarantors.

ARTICLE II

Guarantee

          SECTION 2.01. Guarantee . Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Guaranteed Obligations now existing or at any time outstanding (it being understood that FCX shall not guarantee obligations in respect of loans and letters of credit requested by FCX to the extent FCX is directly obligated in respect thereof under the Credit Agreements). Each of the

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Guarantors further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to FCX or any other Loan Group Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

          SECTION 2.02. Guarantee of Payment . Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection. Each of the Guarantors waives any right to require that any resort be had by the Collateral Agent or any other Person to any security held for the payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Person in favor of FCX or any other Person.

          SECTION 2.03. No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 9.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Group Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Group Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Guaranteed Party for the Guaranteed Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations). Each Guarantor expressly authorizes the Guaranteed Parties, to the fullest extent permitted by applicable law, to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder.

          (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of FCX or any other Loan Group Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of FCX or any other Loan Group Party, other than the indefeasible payment in full in cash of all the Guaranteed

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Obligations. The Collateral Agent and the other Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with FCX or any other Loan Group Party or exercise any other right or remedy available to them against FCX or any other Loan Group Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cash or the guarantee of such Guarantor has been terminated or released pursuant to Section 9.13. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against FCX or any other Loan Group Party, as the case may be, or any security.

          SECTION 2.04. Reinstatement . Each of the Guarantors agrees that its guarantee hereunder shall, to the fullest extent permitted by applicable law, continue to be effective or be reinstated, as the case may be, if at any time payment of any Guaranteed Obligation, or any part thereof, is rescinded or must otherwise be restored by the Collateral Agent or any other Guaranteed Party upon the bankruptcy or reorganization of FCX, any other Loan Group Party or otherwise.

          SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Guaranteed Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Loan Group Party to pay any Guaranteed Obligation that such Loan Group Party is obligated to pay, when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Guaranteed Parties in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against FCX or any other Loan Group Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

          SECTION 2.06. Information . Each Guarantor assumes all responsibility for being and keeping itself informed of FCX’s and each other Loan Group Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Guaranteed Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

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ARTICLE III

Pledge of Securities

          SECTION 3.01. Pledge . As security for the payment or performance, as the case may be, in full of the Secured Obligations (and, to the extent provided in Section 7.01(b), the Cyprus Amax Notes Non-Excluded Obligations), each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders), and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders), a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II, as such Schedule may be supplemented from time to time pursuant to Section 3.02(c), and all certificates representing any of such Equity Interests (collectively, the “ Pledged Equity Interests ”); (b)(i) the Indebtedness of any Subsidiary that is owing to FCX as of the Effective Date, including the Specified Pledged Indebtedness listed on Schedule II, (ii) any Indebtedness of any Subsidiary that is owing to FCX in the future and (iii) all promissory notes and any other instruments evidencing such Indebtedness (collectively, the “ Pledged Indebtedness ”); (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “ Pledged Collateral ”).

          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders), forever; subject , however , to the terms, covenants and conditions hereinafter set forth.

          SECTION 3.02. Delivery of the Pledged Collateral . (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Specified Pledged Securities.

          (b) FCX will cause any Indebtedness for borrowed money in excess of $25,000,000 owed to it by any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof.

          (c) Upon delivery to the Collateral Agent, any Specified Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent. Each delivery of Specified Pledged Securities and each pledge of Pledged Equity Interests or Specified

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Pledged Indebtedness after the Effective Date shall be accompanied by a schedule describing the Pledged Securities so delivered or the Pledged Equity Interests or Specified Pledged Indebtedness so pledged, which schedule shall be attached to Schedule II hereto and made a part thereof; provided that failure to so attach any such schedule shall not affect the validity of such pledge of such Specified Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered and in the event a schedule is delivered in connection with a pledge that will be subject to a Specified Restriction the schedule so delivered shall include a description in reasonable detail of the applicable restrictions.

          (d) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Pledged Collateral of such Grantor or any part thereof and amendments thereto that (i) identify the Pledged Collateral of such Grantor and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

          (e) The security interests granted in Section 3.01 are granted as security only and shall not subject the Collateral Agent, any Cyprus Amax Noteholder or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

          SECTION 3.03. Representations, Warranties and Covenants . The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties and the Cyprus Amax Noteholders that:

     (a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests and includes sufficient Equity Interests, intercompany Indebtedness and promissory notes required to satisfy the Collateral and Guarantee Requirement (as collectively defined in each of the Credit Agreements);

     (b) except to the extent any failure to be so authorized or issued would not, in the aggregate, be adverse to the interests of the Secured Parties in any material respect, the Pledged Equity Interests and Specified Pledged Indebtedness have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Indebtedness, are valid and binding obligations of the issuers thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and 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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     (c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with each of the Credit Agreements, will continue to be the direct owner, beneficially, and to the extent applicable, of record, of the Equity Interests and Specified Pledged Indebtedness indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement and Permitted Encumbrances, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement, Permitted Encumbrances and transfers made in compliance with each of the Credit Agreements, and (iv) will, to the extent commercially reasonable, defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and Permitted Encumbrances), however arising, of all Persons whomsoever;

     (d) except for the Existing JV Restrictions, the Specified Restrictions, restrictions expressly permitted by the Credit Agreements, and restrictions and limitations imposed by the Loan Group Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

     (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

     (f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such consents and approvals as have been obtained and are in full force and effect and other than the Existing JV Restrictions or, in the case of a pledge effected after the Effective Date, any Specified Restriction);

     (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Specified Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Specified Pledged Securities as security for the payment and performance of the Secured Obligations (and, to the extent provided in Section 7.01(b), the Cyprus Amax Notes Non-Excluded Obligations); and

     (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties (and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders), the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

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          SECTION 3.04. Certification of Limited Liability Company and Limited Partnership Interests . (a) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership pledged hereunder that is represented by a certificate, a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction shall at all times hereafter be represented by a certificate, a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction.

          (b) Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if simultaneously therewith the applicable Grantor delivers such certificate to the Collateral Agent).

          (c) In the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the Effective Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

          SECTION 3.05. Registration in Nominee Name; Denominations . The Collateral Agent, on behalf of the Secured Parties and the Cyprus Amax Noteholders, shall have the right to hold the Specified Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, at any time upon the occurrence and during the continuance of a Loan Group Event of Default (but subject to any applicable Existing JV Restriction or any applicable Specified Restriction), in its own name (as pledgee) or the name of its nominee (as pledgee or as sub-agent). Upon the occurrence and during the continuance of a Loan Group Event of Default, each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. Upon the occurrence and during the continuance of a Loan Group Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

          SECTION 3.06. Voting Rights; Dividends and Interest. (a) Unless and until a Loan Group Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Grantors that their rights under this Section 3.06 are being suspended:

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     (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Equity Interests or Pledged Indebtedness or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreements and the other Loan Group Documents.

     (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

     (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Equity Interests and the Pledged Indebtedness to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreements, the other Loan Group Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Indebtedness, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Equity Interests or received in exchange for Pledged Equity Interests or Pledged Indebtedness or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if any such Pledged Equity Interests or Pledged Indebtedness shall constitute Specified Pledged Securities, such Specified Pledged Securities shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

          (b) Upon the occurrence and during the continuance of a Loan Group Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and

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shall be applied in accordance with the provisions of Section 5.02. After all Loan Group Events of Default have been cured or waived and FCX has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

          (c) Upon the occurrence and during the continuance of a Loan Group Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.06, then, subject to any applicable Existing JV Restriction or Specified Restriction, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Loan Group Lenders constituting “Required Lenders” under each of the Credit Agreements, the Collateral Agent shall have the right from time to time following and during the continuance of a Loan Group Event of Default to permit the Grantors to exercise such rights. After all Loan Group Events of Default have been cured or waived and FCX has delivered to the Collateral Agent a certificate to that effect, the voting and consensual rights and powers the Grantors are otherwise entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06 shall be restored.

          (d) Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 3.06 may (i) be given by telephone if promptly confirmed in writing, (ii) be given to one or more of the Grantors at the same or different times and (iii) suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as a Loan Group Event of Default has occurred and is continuing.

          (e) Upon the occurrence and during the continuance of a Loan Group Event of Default, each Grantor holding any Pledged Indebtedness under which the obligor is a Subsidiary that is organized under the laws of Indonesia hereby expressly authorizes the Collateral Agent (or its agents) to directly collect any and all amounts owed in respect of such Pledged Indebtedness from such Subsidiary and to do and perform all things necessary or useful to claim and receive such amounts.

ARTICLE IV

Security Interests in Personal Property

          SECTION 4.01. Security Interest . (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, FCX hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of

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the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “ Security Interest ”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by FCX or in which FCX now has or at any time in the future may acquire any right, title or interest (collectively, the “ Article 9 Collateral ”):

     (i) all Accounts the Account Debtor of which is a Subsidiary;

     (ii) all Deposit Accounts (other than Excluded Accounts);

     (iii) all Securities Accounts (other than Excluded Accounts), all Financial Assets credited thereto and all Security Entitlements held therein;

     (iv) all books and records pertaining to the Article 9 Collateral; and

     (v) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

          (b) FCX hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) identify the Article 9 Collateral and (ii) contain the information required by Article 9 of the Uniform Commercial Code of the jurisdiction in which FCX is located for the filing of any financing statement or amendment, including whether FCX is an organization, the type of organization and any organizational identification number issued to FCX. FCX agrees to provide such information to the Collateral Agent promptly upon request.

          (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of FCX with respect to or arising out of the Article 9 Collateral.

          SECTION 4.02. Representations and Warranties . FCX represents and warrants to the Collateral Agent and the Secured Parties that:

          (a) FCX has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

          (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete as of the Effective Date. The Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations

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prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from FCX to the Collateral Agent after the Effective Date in the case of filings, recordings or registrations required by Section 5.03 or 5.12 of the Credit Agreements), are all the filings, recordings and registrations with Governmental Authorities that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders) in respect of all Collateral in which the security interests granted hereunder may be perfected by filing, recording or registration with Governmental Authorities in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration with Governmental Authorities is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

          (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering with Governmental Authorities a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral other than Permitted Encumbrances that have priority as a matter of law and Liens expressly permitted to be prior to or pari passu with the Security Interest pursuant to Section 6.02 of the Credit Agreements.

          (d) The Article 9 Collateral is owned by FCX free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreements. No Grantor has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral or (ii) any assignment in which a Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreements.

          SECTION 4.03. Covenants . (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its legal name, (ii) in its type of organization or corporate structure, (iii) in its Federal Taxpayer Identification Number or organizational identification number or (iv) in its jurisdiction of organization. Each Grantor agrees to promptly provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. Each Grantor 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