0001047469-06-007297 Sample Contracts

AMENDING AGREEMENT

Amending Agreement • May 17th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals

• Contract Type
  Amending Agreement
• Filed
  May 17th, 2006
• Company
  Falconbridge LTD
• Industry
  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");

THIRD AMENDING AGREEMENT

Third Amending Agreement • May 17th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals

• Contract Type
  Third Amending Agreement
• Filed
  May 17th, 2006
• Company
  Falconbridge LTD
• Industry
  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");

FOURTH AMENDING AGREEMENT

Fourth Amending Agreement • May 17th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals

• Contract Type
  Fourth Amending Agreement
• Filed
  May 17th, 2006
• Company
  Falconbridge LTD
• Industry
  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");

SECOND AMENDING AGREEMENT

Second Amending Agreement • May 17th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals

• Contract Type
  Second Amending Agreement
• Filed
  May 17th, 2006
• Company
  Falconbridge LTD
• Industry
  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");