RTZ Transactions. PTFI has appointed the Administrative Agent to be the Operator Selection Representative for all purposes of the FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa and has irrevocably and unconditionally agreed that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available thereunder or under any other Loan Document thereunder, remove PTFI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT Rio Tinto Indonesia or an Affiliate of PT Rio Tinto Indonesia designated by PT Rio Tinto Indonesia if PT Rio Tinto Indonesia timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). PTFI has also irrevocably and unconditionally agreed that the Administrative Agent, acting as the Operator Selection Representative under the FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. PTFI has further agreed that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT Rio Tinto Indonesia in the Participation Agreement, grant any other Person the right to remove PTFI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. PTFI has also agreed that the Administrative Agent shall be entitled to exercise PTFI’s rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of PTFI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Administrative Agent and the Lenders under the Loan Documents thereunder and applicable law. Each of the Agents, the Lenders, PTFI and FCX acknowledges and agrees that the FI Trust Agreement will not terminate prior to termination of the Participation Agreement
RTZ Transactions. SCHEDULES: Schedule 1.01A—Disclosed Matters Schedule 1.01B—Existing Letters of Credit Schedule 1.01C—Description of Infrastructure Financings and Infrastructure Financing Documents Schedule 2.01 — Commitments Schedule 3.07 — Significant Agreements and Commitments with Governmental Authorities Schedule 3.12 — Subsidiaries Schedule 3.13 — Insurance Schedule 3.16 — Assigned Agreements Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04 — Existing Investments Schedule 6.10 — Existing Restrictions EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Perfection Certificate AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2003 (this “Agreement”), which amends and restates the AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 19, 2001, which amended and restated both the CREDIT AGREEMENT originally dated as of October 27, 1989 and amended and restated as of June 1, 1993 and the CREDIT AGREEMENT originally dated as of June 30, 1995, among FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation (“FCX”), 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 (“PTFI” and together with FCX, the “Borrowers”), the Lenders party hereto, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (for purposes of Article VIII only), as trustee for the Lenders and certain other lenders under the FI Trust Agreement (as defined below) (in such capacity, the “FI Trustee”), and JPMORGAN CHASE BANK, a New York banking corporation (“JPMCB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (the “Issuing Bank”), as security agent for the Lenders (in such capacity, the “Security Agent”) under the Lender Security Documents (as defined below), and as security agent for the Lenders and RTZ-IIL (as defined below) (in such capacity, the “JAA Security Agent”) under the Second Amended and Restated JAA Fiduciary Transfer (as defined below), and as documentation agent (in such capacity, the “Documentation Agent”); the Administrative Agent, the Security Agent, the JAA Security Agent and the Documentation Agent being collectively referred to herein as the “Agents”). The Borrowers have requested that the Lenders agree to amend and restate the Existing Credit Agreement (such term and each other capitalized term used but not otherwise defined h...
