20,978,497 Shares(1) Common Stock ($0.01 par value)Underwriting Agreement • June 15th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
LOAN AGREEMENT among SOCIEDAD MINERA CERRO VERDE S.A.A., as BorrowerLoan Agreement • October 27th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 10.3 STOCK OPTION AGREEMENT (1993 Stock Option Plan) STOCK OPTION AGREEMENT, dated _________________, between PHELPS DODGE CORPORATION, a New York corporation (the "Corporation"), and ____________________________ (the "Employee"). The...Stock Option Agreement • March 17th, 1998 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
1 Exhibit 1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2001 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
EXHIBIT 4.2 ------------------------------------------------------------------- ------------- SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 12th, 1997 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2004 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
AmongCredit Agreement • May 12th, 2000 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 1 SOUTHERN PERU COPPER CORPORATION REGISTRATION RIGHTS AGREEMENT Dated as of March 31, 2005 TABLE OF CONTENTS THIS TABLE OF CONTENTS IS NOT PART OF THE AGREEMENT TO WHICH IT IS ATTACHED BUT IS INSERTED FOR CONVENIENCE ONLY.Registration Rights Agreement • April 8th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
October 27, 1997 Name Company Address City, State Dear : Change of Control Agreement Phelps Dodge Corporation (the "Corporation") considers the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests...Change of Control Agreement • March 17th, 1998 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
EXHIBIT 10.12Stock Option Agreement • August 13th, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
October 27, 1997 Dear : Severance Agreement Phelps Dodge Corporation (the "Corporation") realizes that every employee has worried about the possible loss of his job. For a senior executive, the limited number of comparable positions that are likely to...Severance Agreement • March 17th, 1998 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
andRights Agreement • February 6th, 1998 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
1 Exhibit 1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 1997 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 10.14 RETIREMENT AGREEMENT This Retirement Agreement ("Agreement") is entered into by and between Phelps Dodge Corporation ("Company") and Manuel J. Iraola ("Iraola"). This Agreement is entered into in order to (i) provide Iraola with special...Retirement Agreement • May 15th, 2002 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Joint Filing AgreementJoint Filing Agreement • February 14th, 2003 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
The undersigned hereby agree that the statement on Schedule 13G/A with respect to the Common Stock, $0.01 par value of Phelps Dodge Corporation, dated as of February 13, 2003, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
among SOCIEDAD MINERA CERRO VERDE S.A.A., as Borrower,Master Security Agreement • October 27th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
. . TABLE OF CONTENTS THIS TABLE OF CONTENTS IS NOT PART OF THE AGREEMENT TO WHICH IT IS ATTACHED BUT IS INSERTED FOR CONVENIENCE ONLY.Registration Rights Agreement • April 8th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 10.13 ADVISORY SERVICES AGREEMENT This Advisory Services Agreement ("Agreement") is made and entered into by and between Phelps Dodge Corporation, a New York corporation ("Company") and Douglas C. Yearley ("Advisor"). WHEREAS, Advisor is...Advisory Services Agreement • May 12th, 2000 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • Arizona
JOINT FILING AGREEMENTJoint Filing Agreement • June 23rd, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 6th, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Phelps Dodge Overseas Capital Corporation ("Phelps Dodge Overseas"), Climax Molybdenum B.V. ("Climax"), and Phelps Dodge Corporation ("PDC") hereby agree that the Amendment No. 2 to Schedule 13D to which this Joint Filing Agreement is attached as an exhibit is filed with the Securities and Exchange Commission on behalf of each of Phelps Dodge Overseas, Climax and PDC.
PHELPS DODGE OVERSEAS CAPITAL CORPORATIONJoint Filing Agreement • January 12th, 1996 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Phelps Dodge Overseas Capital Corporation ("Phelps Dodge Overseas") and Phelps Dodge Corporation ("PDC") hereby agree that the Schedule 13D to which this Joint Filing Agreement is attached as an exhibit is filed with Securities and Exchange Commission on behalf of each of Phelps Dodge Overseas and PDC.
1 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 1st, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
amongMerger Agreement • October 7th, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 10.6Change of Control Agreement • March 19th, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 10.15 WAIVER AND RELEASE AGREEMENT This Waiver and Release Agreement ("Agreement") is entered into by and between Phelps Dodge Corporation ("Company") and Manuel J. Iraola ("Iraola"). This Agreement is entered into for the purpose of providing...Waiver and Release Agreement • November 13th, 2002 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Exhibit 10.16 [PHELPS DODGE CORPORATION LOGO] One N. Central Avenue, Phoenix, AZ 85004 (602) 366-8100 Date Dear : SEVERANCE AGREEMENT Phelps Dodge Corporation (the "Corporation") realizes that every employee has worried about the possible loss of his...Severance Agreement • March 7th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 10.1 MASTER PARTICIPATION AGREEMENTMaster Participation Agreement • October 27th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
betweenParent Company Guarantee • October 27th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Exhibit 10.15 [PHELPS DODGE CORPORATION LOGO] One N. Central Avenue, Phoenix, AZ 85004 (602) 366-8100 Date Dear : CHANGE OF CONTROL AGREEMENT Phelps Dodge Corporation (the "Corporation") considers the maintenance of a sound and vital senior management...Change of Control Agreement • March 7th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
RECITALSAgreement Among Certain Stockholders • January 12th, 1996 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • Delaware
ContractRestricted Stock Award Agreement • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
FIRST AMENDMENT (the “Amendment”) to the various Restricted Stock Award Agreements (the “RS Agreements”) by and between [ ] (the “Executive”) and Phelps Dodge Corporation, a New York corporation (the “Corporation”), dated as of , 2006. Terms used without definition herein shall have the respective meanings set forth in the applicable RS Agreement or the Corporation’s 2003 Stock Option and Restricted Stock Plan (the “Plan”).
TERMINATION AGREEMENTTermination Agreement • September 5th, 2006 • Phelps Dodge Corp • 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:
COMBINATION AGREEMENT BETWEEN PHELPS DODGE CORPORATION AND INCO LIMITED Dated as of June 25, 2006Combination Agreement • July 17th, 2006 • Phelps Dodge Corp • 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”).
