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
Contract Type FiledOctober 27th, 2005 Company Industry Jurisdiction
Exhibit 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2004 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledMarch 4th, 2004 Company Industry Jurisdiction
AmongCredit Agreement • May 12th, 2000 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledMay 12th, 2000 Company Industry Jurisdiction
EXHIBIT 4.2 ------------------------------------------------------------------- ------------- SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 12th, 1997 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledAugust 12th, 1997 Company Industry Jurisdiction
20,978,497 Shares(1) Common Stock ($0.01 par value)Phelps Dodge Corp • June 15th, 2005 • Primary smelting & refining of nonferrous metals • New York
Company FiledJune 15th, 2005 Industry Jurisdiction
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...Phelps Dodge Corp • March 17th, 1998 • Primary smelting & refining of nonferrous metals • New York
Company FiledMarch 17th, 1998 Industry Jurisdiction
EXHIBIT 10.12Stock Option Agreement • August 13th, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledAugust 13th, 1999 Company Industry Jurisdiction
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
Contract Type FiledApril 8th, 2005 Company Industry Jurisdiction
1 Exhibit 1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2001 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledMay 30th, 2001 Company Industry Jurisdiction
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
Contract Type FiledMarch 17th, 1998 Company Industry Jurisdiction
andRights Agreement • February 6th, 1998 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledFebruary 6th, 1998 Company Industry Jurisdiction
betweenPhelps Dodge Corp • October 27th, 2005 • Primary smelting & refining of nonferrous metals • New York
Company FiledOctober 27th, 2005 Industry Jurisdiction
Joint Filing AgreementJoint Filing Agreement • February 14th, 2003 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Contract Type FiledFebruary 14th, 2003 Company IndustryThe 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.
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
Contract Type FiledMay 15th, 2002 Company Industry
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Contract Type FiledJune 3rd, 2005 Company Industry
JOINT FILING AGREEMENTJoint Filing Agreement • June 23rd, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Contract Type FiledJune 23rd, 2005 Company Industry
Exhibit 10.1 MASTER PARTICIPATION AGREEMENTConsent and Agreement • October 27th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledOctober 27th, 2005 Company Industry Jurisdiction
. . 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
Contract Type FiledApril 8th, 2005 Company Industry Jurisdiction
Exhibit 10.6Phelps Dodge Corp • March 19th, 1999 • Primary smelting & refining of nonferrous metals • New York
Company FiledMarch 19th, 1999 Industry Jurisdiction
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
Contract Type FiledMay 12th, 2000 Company Industry Jurisdiction
1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledOctober 1st, 1999 Company Industry Jurisdiction
RECITALSPhelps Dodge Corp • January 12th, 1996 • Primary smelting & refining of nonferrous metals • Delaware
Company FiledJanuary 12th, 1996 Industry Jurisdiction
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...Phelps Dodge Corp • March 7th, 2005 • Primary smelting & refining of nonferrous metals • New York
Company FiledMarch 7th, 2005 Industry Jurisdiction
amongAgreement and Plan of Merger • October 7th, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledOctober 7th, 1999 Company Industry Jurisdiction
Exhibit 10.14 [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...Phelps Dodge Corp • March 7th, 2005 • Primary smelting & refining of nonferrous metals • New York
Company FiledMarch 7th, 2005 Industry Jurisdiction
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 6th, 1999 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledOctober 6th, 1999 Company Industry Jurisdiction
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
Contract Type FiledNovember 13th, 2002 Company Industry
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2005 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Contract Type FiledApril 8th, 2005 Company IndustryPhelps 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.
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
Contract Type FiledOctober 27th, 2005 Company Industry Jurisdiction
PHELPS DODGE OVERSEAS CAPITAL CORPORATIONJoint Filing Agreement • January 12th, 1996 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals
Contract Type FiledJanuary 12th, 1996 Company IndustryPhelps 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.
TERMINATION AGREEMENTTermination Agreement • September 5th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledSeptember 5th, 2006 Company Industry JurisdictionThis 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
Contract Type FiledJuly 17th, 2006 Company Industry JurisdictionThis 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”).
ContractPhelps Dodge Corp • July 26th, 2006 • Primary smelting & refining of nonferrous metals • New York
Company FiledJuly 26th, 2006 Industry JurisdictionFIRST AMENDMENT (the “Amendment”) to each of the various Stock Option Agreements (the “Option 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 Option Agreement or the Corporation’s 2003 Stock Option and Restricted Stock Plan (the “Plan”).
ContractFirst Amendment • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledJuly 26th, 2006 Company Industry JurisdictionFIRST AMENDMENT (the “Amendment”) to the Change of Control Agreement (the “Agreement”) dated as of , 200 , 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 Agreement.
January 1, 2003 Dear : CHANGE OF CONTROL AGREEMENT Phelps Dodge Corporation (the "Corporation") considers the maintenance of a sound and vital senior management organization to be essential to protecting and enhancing the best interests of the...Change of Control Agreement • April 15th, 2003 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledApril 15th, 2003 Company Industry Jurisdiction