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Inco LTD Sample Contracts

TO
Indenture • April 23rd, 2003 • Inco LTD • Metal mining • New York
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Standard Contracts

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INCO LIMITED Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of June 29, 1989
Indenture • September 18th, 2003 • Inco LTD • Primary smelting & refining of nonferrous metals • New York
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EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of October 28, 1998 (this "Agreement") between Inco Limited, a corporation continued under the laws of Canada (the "Investor"), and Special Metals Corporation, a Delaware...
Registration Rights Agreement • January 5th, 1999 • Inco LTD • Primary smelting & refining of nonferrous metals • New York
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INCO LIMITED
Underwriting Agreement • September 23rd, 2003 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario
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TO
Subordinated Indenture • April 23rd, 2003 • Inco LTD • Metal mining • New York
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INCO LIMITED TO
First Supplemental Indenture • April 23rd, 2003 • Inco LTD • Metal mining • New York
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To INDENTURE Dated as of June 29, 1989
First Supplemental Indenture • September 18th, 2003 • Inco LTD • Primary smelting & refining of nonferrous metals
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COOPERATION AGREEMENT
Cooperation Agreement • June 30th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • New York

This COOPERATION AGREEMENT is made and entered into as of June 25, 2006, between Phelps Dodge Corporation, a New York corporation (“Phelps Dodge”), and Falconbridge Limited, a corporation organized and existing under the laws of the Province of Ontario (“Falconbridge”).

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TERMINATION AGREEMENT
Termination Agreement • September 5th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • New York

This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of September 5, 2006, between Phelps Dodge Corporation, a New York corporation (“Portugal”), and Inco Limited, a corporation organized and existing under the laws of Canada (“Italy”). With reference to the Combination Agreement, dated as of June 25, 2006, between Portugal and Italy, as amended by the Waiver and First Amendment to Combination Agreement, made and entered into as of July 16, 2006, between Portugal and Italy (as so amended, the “Combination Agreement”), and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Termination Agreement agree as follows:

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COMBINATION AGREEMENT BETWEEN PHELPS DODGE CORPORATION AND INCO LIMITED Dated as of June 25, 2006
Combination Agreement • June 30th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • New York

This COMBINATION AGREEMENT is made and entered into as of June 25, 2006, between Phelps Dodge Corporation, a New York corporation (“Portugal”), and Inco Limited, a corporation organized and existing under the laws of Canada (“Italy”).

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • September 29th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario
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FIFTH AMENDING AGREEMENT
Fifth Amending Agreement • June 30th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals

WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006, Second Amending Agreement dated February 20, 2006, Third Amending Agreement dated March 21, 2006 and Fourth Amending Agreement dated May 13, 2006 (as amended from time to time, the “Support Agreement”);

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SUPPORT AGREEMENT
Support Agreement • October 13th, 2005 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario
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SIXTH AMENDING AGREEMENT
Sixth Amending Agreement • July 17th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals

WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006, Second Amending Agreement dated February 20, 2006, Third Amending Agreement dated March 21, 2006, Fourth Amending Agreement dated May 13, 2006 and Fifth Amending Agreement dated June 25, 2006 (as amended from time to time, the “Support Agreement”);

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CONSTRUCTION AGREEMENT (Contrat de promotion immobilière)
Construction Agreement • March 15th, 2005 • Inco LTD • Primary smelting & refining of nonferrous metals
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CHANGE OF CONTROL AGREEMENT THIS AGREEMENT made as of the _____ day of _______________
Change of Control Agreement • June 26th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario
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STRICTLY CONFIDENTIAL Mr. Peter Jones c/o Inco Limited 145 King Street West, Suite 1500 Toronto, Ontario M5H 4B7 Dear Peter:
Employment Agreement • June 30th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario

This agreement (“Agreement”) is intended to clarify and confirm certain provisions relating to the agreement effective as of March 23, 1998 (the “March 23, 1998 Agreement”) between you and Inco Limited (“Inco”) under which you would receive certain payments and benefits upon the termination of your employment, other than due to a change of control event.

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TERMINATION AGREEMENT THIS AGREEMENT made as of the _____ day of _______________
Termination Agreement • June 26th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario
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October 19, 2005 Stuart F. Feiner, Esq. Executive Vice President, General Counsel and Secretary Inco Limited 145 King Street West Suite 1500 Toronto, ON, Canada M5H 4B7 Dear Stuart:
Information Agent Agreement • October 24th, 2005 • Inco LTD • Primary smelting & refining of nonferrous metals • New York

This is to confirm our agreement that effective the date hereof MacKenzie Partners, Inc. (“MacKenzie Partners”) has been engaged by Inco Limited (the “Company”) as Information Agent for all of the issued and outstanding common shares of Falconbridge Limited (the “Offer”). As Information Agent, MacKenzie Partners will perform customary services (the “Services”) for the Company, including distribution of the Offer materials to securityholders, providing information to securityholders from the materials, and providing such other advisory services as may be requested from time to time by the Company.

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GNiFi (as Lessor) GORO NICKEL S.A. (as Lessee) LEASE AGREEMENT (Contrat de Crédit-Bail)
Lease Agreement • March 15th, 2005 • Inco LTD • Primary smelting & refining of nonferrous metals
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THIRD AMENDING AGREEMENT
Third Amending Agreement • March 24th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals

WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006 and Second Amending Agreement dated February 20, 2006 (as amended, the “Support Agreement”);

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AMENDING AGREEMENT
Amending Agreement • January 20th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals

WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company (the “Original Offer”) in accordance with section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company (the “Support Agreement”);

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NOTE PURCHASE AGREEMENT 8% CONVERTIBLE SUBORDINATED NOTE BY AND AMONG PHELPS DODGE CORPORATION AND INCO LIMITED June 25, 2006
Note Purchase Agreement • June 30th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • New York

NOTE PURCHASE AGREEMENT, dated as of June 25, 2006 (this “Agreement”), between INCO LIMITED, a corporation organized and existing under the laws of Canada (“Italy”), and PHELPS DODGE CORPORATION, a New York corporation (“Portugal”).

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SECOND AMENDING AGREEMENT
Second Amending Agreement • February 28th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals

WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company (the “Original Offer”) in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated February 20, 2006 (as amended, the “Support Agreement”);

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FOURTH AMENDING AGREEMENT
Fourth Amending Agreement • May 15th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals

WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006, Second Amending Agreement dated February 20, 2006 and Third Amending Agreement dated March 21, 2006 (as amended from time to time, the “Support Agreement”);

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WAIVER AND AMENDMENT TO COMBINATION AGREEMENT
Combination Agreement • July 17th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • New York

This WAIVER and FIRST AMENDMENT TO COMBINATION AGREEMENT (this “Waiver and Amendment”) is made and entered into as of July 16, 2006, between Phelps Dodge Corporation, a New York corporation (“Portugal”), and Inco Limited, a corporation organized and existing under the laws of Canada (“Italy”).

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ELECTRICITY SUPPLY AGREEMENT
Electricity Supply Agreement • March 15th, 2005 • Inco LTD • Primary smelting & refining of nonferrous metals
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INDEMNITY AGREEMENT
Indemnification Agreement • September 25th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario
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INVESTMENT AGREEMENT
Investment Agreement • January 5th, 1999 • Inco LTD • Primary smelting & refining of nonferrous metals • New York
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US$* LOAN AGREEMENT among INCO LIMITED as Borrower -and- MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO. and RBC CAPITAL MARKETS as Joint Book Running Managers - and — MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO., RBC CAPITAL MARKETS, GOLDMAN SACHS...
Loan Agreement • March 16th, 2006 • Inco LTD • Primary smelting & refining of nonferrous metals • Ontario

INCO LIMITED, a corporation organized and existing under the laws of Canada, and those Subsidiary Borrowers designated from time to time hereunder, as Borrowers, ROYAL BANK OF CANADA, as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO., ROYAL BANK OF CANADA, GOLDMAN SACHS CANADA CREDIT PARTNERS CO., THE BANK OF NOVA SCOTIA and the other banks and other financial institutions which are or become party hereto as Lenders, agree as follows:

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