Designation of Subsidiary Guarantors. FCX may designate any Subsidiary (other than a Borrower and any Subsidiary that, at the time, is already a Required Subsidiary Guarantor) as a Subsidiary Guarantor (a “Guarantor Designation”), provided that, for purposes of Sections 6.01 and 6.02, such Designation shall only become effective on the date that each of the following conditions has been met (the “Guarantor Designation Date”):
Designation of Subsidiary Guarantors. The Borrower may at any time and from time to time designate, in its sole discretion, any Domestic Subsidiary as a Subsidiary Guarantor, in each case by delivery to the Administrative Agent of (a) a duly executed Guarantee Assumption Agreement properly completed for such Subsidiary and in such number of counterparts as may reasonably be requested by the Administrative Agent and (b) proof of corporate action, incumbency of officers, opinions of counsel and other documents consistent with those delivered by the Subsidiary Guarantors pursuant to Section 5.01 on the Effective Date as may reasonably be requested by the Administrative Agent. Any Subsidiary Guarantor designated as such pursuant to this Section 3.10 shall continue to be a Subsidiary Guarantor until the Borrower shall have delivered written notice to the Administrative Agent of the termination of such designation; provided that the preceding clause shall not limit the Borrower’s obligations with respect to Specified Subsidiaries pursuant to Section 6.08.
Designation of Subsidiary Guarantors. Each Subsidiary of the Borrower incorporated or organized in the United States of America, whether now in existence or hereafter acquired, that owns Receivables and Inventory (priced at the lower of cost or market) shall be automatically designated as a Subsidiary Guarantor by the Lenders. Any Subsidiary designated as a Subsidiary Guarantor shall continue as a Subsidiary Guarantor until released in writing by all Lenders.
Designation of Subsidiary Guarantors. As of the Issue Date, the Notes will be Guaranteed by the Subsidiary Guarantors. In addition, the Company may elect, from time to time, in its discretion, to designate any Subsidiary as an additional Subsidiary Guarantor. Such designation will become effective once the Company has:
Designation of Subsidiary Guarantors. Each Subsidiary of the Borrower listed on Schedule 3.02 attached hereto together with each Subsidiary of the Borrower incorporated or organized in the United States of America, acquired, incorporated or formed after the date hereof shall be automatically designated as a Subsidiary Guarantor by the Lenders. Any Subsidiary designated as a Subsidiary Guarantor shall continue as a Subsidiary Guarantor until released in writing by all Lenders.
Designation of Subsidiary Guarantors. 86 SECTION 11.02. Guarantor Terminations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 SCHEDULES: Schedule 1.01A— Disclosed Matters Schedule 1.01B— Existing Letters of Credit Schedule 2.01 — Commitments Schedule 3.03 — Governmental Approvals Schedule 3.04(b) — Certain Developments [[NYCORP:3265188v16:REMOTE_KFASULLO:03/30/11--12:01 a]] Schedule 3.12 — Insurance Schedule 6.01— Existing Indebtedness Schedule 6.02 — Existing Liens EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B Form of Guarantee Agreement Exhibit C — Form of Issuing Bank Agreement Exhibit D-1 — Form of opinion of Jones, Walker, Xxxxxxxx, Poitevant, Carrère & Xxxxxxx, L.L.P., U.S. counsel for the Borrowers and the Subsidiaries Exhibit D-2 — Form of opinion of Indonesian counsel for the Borrowers Exhibit E — Form of U.S. Tax Certificate [[NYCORP:3265188v16:REMOTE_KFASULLO:03/30/11--12:01 a]] CREDIT AGREEMENT dated as of March 30, 2011 (this “Agreement”), 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, the Lenders party hereto, the Issuing Banks party hereto, and JPMORGAN CHASE BANK, N.A., (“JPMCB”), as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent. The Borrowers have requested that (a) the Lenders extend credit in the form of Revolving Loans, (b) the Swingline Lender extend credit in the form of Swingline Loans and (c) 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 (i) the aggregate Revolving Exposures of FCX and PTFI together will not exceed $1,500,000,000 at any time and (ii) the aggregate Revolving Exposures in respect of Loans made to and Letters of Credit requested by PTFI will not exceed $500,000,000 at any time. Letters of Credit and the proceeds of the Revolving Loans and Swingline Loans will be used for working capital and other general corporate purposes, including acquisitions, of the Borrowers and their Subsidiaries. The Lenders are willing to extend such credit to the Borrowers, and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrowers and their Subsidiaries, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
Designation of Subsidiary Guarantors. FCX may designate any Subsidiary (other than PTFI) as a Subsidiary Guarantor (a “Guarantor Designation”), provided that, for purposes of Sections 6.01 and 6.02, such Designation shall only become effective on the date that each of the following conditions has been met (the “Guarantor Designation Date”): [[NYCORP:3265188v16:REMOTE_KFASULLO:03/30/11--12:01 a]]
Designation of Subsidiary Guarantors. Each Domestic Subsidiary ------------------------------------- of the Borrower, whether now in existence or hereafter acquired shall be automatically designated as a Subsidiary Guarantor by the Lenders. Each Domestic Subsidiary designated as a Subsidiary Guarantor shall continue as a Subsidiary Guarantor until released in writing by all of the Lenders. Notwithstanding the foregoing, those Domestic Subsidiaries identified on Schedule 3.02 shall not be designated as Subsidiary Guarantors.
Designation of Subsidiary Guarantors. The Parent Borrower may at any time and from time to time designate, in its sole discretion, any Domestic Subsidiary (other than a Borrower) as a Subsidiary Guarantor, in each case by delivery to the Administrative Agent of (a) a duly executed Guarantee Assumption Agreement properly completed for such Subsidiary and in such number of counterparts as may reasonably be requested by the Administrative Agent and (b) proof of corporate action, incumbency of officers, opinions of counsel and other documents consistent with those delivered by the Subsidiary Guarantors pursuant to Section 5.01 on the Effective Date as may reasonably be requested by the Administrative Agent. Any Subsidiary Guarantor designated as such pursuant to this Section 3.10 shall continue to be a Subsidiary Guarantor until the Parent Borrower shall have delivered written notice to the Administrative Agent of the termination of such designation; provided that the preceding clause shall not limit the Borrowers’ obligations with respect to Specified Subsidiaries pursuant to Section 6.08. SECTION 3.11. Release of Guarantees. A Subsidiary Guarantor will automatically be released from its obligations under this Article III upon the consummation of any transaction permitted by this Agreement as a result of which neither the Parent Borrower nor any of its Subsidiaries owns any Equity Interest in such Subsidiary Guarantor, provided that, if so required by this Agreement, the Required Lenders shall have consented to such transactions and the terms of such consent shall not have provided otherwise. In connection with any release pursuant to this Section, the Administrative Agent shall execute and deliver to any Obligor, at such Obligor’s expense, all documents that such Obligor shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. ARTICLE IV
Designation of Subsidiary Guarantors. The Borrower may at any time and from time to time designate, in its sole discretion, any Domestic Subsidiary as a Subsidiary Guarantor, in each case by delivery to the Administrative Agent of (a) a duly executed Guarantee Assumption Agreement properly completed for such Subsidiary and (b) proof of corporate action, incumbency of officers, opinions of counsel and other documents consistent with those delivered by the Subsidiary Guarantors pursuant to Section 5.01 on the Effective Date as may reasonably be requested by the Administrative Agent. Any Subsidiary Guarantor designated as such pursuant to this Section 3.10 shall continue to be a Subsidiary Guarantor until the Borrower shall have delivered written notice to the Administrative Agent of the termination of such designation; provided that (i) no Event of Default shall exist after giving pro forma effect to such designation and (ii) this sentence shall not limit the Borrower’s obligations with respect to Specified Subsidiaries pursuant to Section 6.08.
