-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fs/rh3wU5ZA73QuVy6ZB9X9adflbp9QSChqXm0zRw4LoMMQcGFztTre0SuItOAmQ 1HGBswvhyujsx9paLpH48g== 0000906280-96-000019.txt : 19960220 0000906280-96-000019.hdr.sgml : 19960220 ACCESSION NUMBER: 0000906280-96-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960216 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREEPORT MCMORAN RESOURCE PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000793421 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 721067072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09164 FILM NUMBER: 96522972 BUSINESS ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045824000 FORMER COMPANY: FORMER CONFORMED NAME: FREEPORT MCMORAN RESOURCE PARTNERS LP DATE OF NAME CHANGE: 19860618 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 1996 FREEPORT-MCMORAN RESOURCES PARTNERS, LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 1-9164 72-1067072 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 1615 Poydras Street, New Orleans, Louisiana 70112 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 582-4000 Item 5. Other Events. On February 14, 1996, Freeport-McMoRan Resource Partners, Limited Partnership ("FRP"), entered into an Underwriting Agreement with Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc (a form of such Underwriting Agreement is included as Exhibit 1.1 to this Form 8-K) for the sale of $150,000,000 aggregate principal amount of 7% Senior Notes due 2008 in the form of a registered global security (the "Senior Notes"). The Senior Notes are a portion of the Debt Securities previously registered by FRP for offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"). The Senior Notes will be $150,000,000 in principal amount of unissued Debt Securities registered under Registration Statement No. 33-37441, which became effective on December 6, 1990. The Senior Notes are to be issued and sold under the terms of a Senior Indenture dated February 1, 1996 between the Company and Chemical Bank, as supplemented by a Supplemental Indenture dated February 14, 1996, which sets forth the terms and form of the Senior Notes (The Form of the Supplemental Indenture is included a Exhibit 4.1 to this Form 8-K). Item 7. Financial Statements, Pro Forma Information and Exhibits. The exhibits set forth below are filed herewith and relate to the Registrant's Registration Statement on Form S-3, Registration No. 33-37441: 1.1 Form of Underwriting Agreement dated February 14, 1996 among FRP and Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc providing for the sale of the Senior Notes. 4.1 Form of Supplemental Indenture dated February 14, 1996 from FRP to Chemical Bank, as Trustee, providing for the issuance of the Senior Notes and supplementing the Senior Indenture dated February 1, 1996 from the Company to such Trustee, providing for the issuance of Debt Securities. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Arthur Anderson LLP Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FREEPORT-McMoran RESOURCE PARTNERS, LIMITED PARTNERSHIP By: /s/ Nancy D. Bonner _____________________________ Name: Nancy D. Bonner Dated: February 16, 1996 Title: Controller EX-1 2 EXHIBIT 1.1 Freeport-McMoRan Resource Partners, Limited Partnership 7% Senior Notes due 2008 Underwriting Agreement February 14, 1996 Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated Salomon Brothers Inc, c/o Lehman Brothers Inc., 200 Vesey Street, New York, New York 10285-1600. Dear Sirs: Freeport-McMoRan Resource Partners, Limited Partnership, a Delaware limited partnership (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to you (the "Underwriters") certain of its debt securities specified as an aggregate of $150,000,000 of its 7% Senior Notes due 2008 (the "Designated Securities"). 1. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement in respect of an aggregate of $500,000,000 principal amount of debt securities (including the Designated Securities) and warrants to purchase debt securities (collectively, the "Securities") has been filed with the Securities and Exchange Commission (the "Commission"); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; no document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission other than those heretofore delivered to you; and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the "Act"), being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective but excluding Form T-1, each as amended at the time such part of the registration statement became effective, being hereinafter called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing); (b) No order preventing or suspending the use of any Preliminary Prospectus or preliminary prospectus supplement has been issued by the Commission, and each Preliminary Prospectus and preliminary prospectus supplement, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by you expressly for use therein; (c) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by you expressly for use in the Prospectus as amended or supplemented relating to the Designated Securities; (d) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act, and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters expressly for use in the Prospectus as amended or supplemented relating to the Designated Securities; (e) Neither the Company, nor any of its subsidiaries, nor, to the best of the Company's knowledge, IMC-Agrico Company ("IMC") has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been (a) any change in the partners' capital or (b) any increase in excess of $15 million in long-term debt of the Company or any of its subsidiaries or, to the best of the Company's knowledge, IMC above the amount of such debt on such dates or (c) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, partners' capital or results of operations of the Company, its subsidiaries and, to the best of the Company's knowledge, IMC, otherwise than as set forth or contemplated in the Prospectus; (f) The Company has been duly organized and is validly existing as a limited partnership in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act with all requisite power and authority to own its properties and conduct its business as described in the Prospectus; each subsidiary of the Company and IMC has been duly incorporated or organized and is validly existing as a corporation, partnership or limited partnership, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organization as the case may be; and each of the Company and its subsidiaries has been duly qualified as a foreign corporation for the transaction of business and is in good standing to the extent applicable under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, except where the failure to be so qualified or in good standing, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries considered as a whole; (g) The Company has the partners' capital as set forth in the Prospectus, and all of the issued partnership interests of the Company have been duly and validly authorized and issued and are fully paid and non-assessable except as required under the Delaware Revised Uniform Limited Partnership Act; (h) The Securities have been duly authorized, and, when Designated Securities are issued and delivered pursuant to this Agreement, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture (the "Indenture") dated as of February 1, 1996 between the Company and Chemical Bank as Trustee (the "Trustee"), which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, at the Time of Delivery (as defined in Section 4 hereof), the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented relating to such Designated Securities; (i) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture and this Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Limited Partnership or Amended and Restated Agreement of Limited Partnership of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (j) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries or, to the best of the Company's knowledge, IMC is a party or of which any property of the Company or any of its subsidiaries or, to the best of the Company's knowledge, IMC is the subject which, if determined adversely to the Company or any of its subsidiaries or IMC, would individually or in the aggregate have a material adverse effect on the consolidated financial position, partners' capital or results of operations of the Company and its subsidiaries and IMC; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (k) The Company and its subsidiaries and, to the best of the Company's knowledge, IMC possess such licenses, certificates, permits and other authorizations issued by the appropriate state, federal or foreign regulatory agencies or bodies as are currently required to conduct the businesses now operated by them and all such licenses, certificates, permits and other authorizations are in full force and effect and the Company and its subsidiaries and, to the best of the Company's knowledge, IMC are in compliance therewith, except where the failure to possess or comply with such licenses, certificates, permits or authorizations would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries and IMC considered as a whole; (l) Other than as set forth in the Prospectus, the Company and its subsidiaries have good title to their properties and businesses, free and clear of all liens, encumbrances, claims and security interests except for (a) liens deemed to exist by virtue of negative pledge covenants in agreements under which the Company has or is entitled to incur indebtedness or (b) liens, claims and encumbrances under sales contracts, operating agreements, unitization and pooling agreements and other similar agreements as are customarily found in connection with comparable operations, and except for other liens, claims, encumbrances and title defects that are, singly and in the aggregate, not material in amount or do not materially interfere with the Company's and its subsidiaries' use or enjoyment of their properties; and (m) The Company is not an "investment company" as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and is not required to register as an investment company under the Investment Company Act. 2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.754% of the principal amount thereof, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto. 3. Upon the authorization by the Underwriters of the release of the Designated Securities, the several Underwriters propose to offer the Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented relating to the Designated Securities. 4. The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Securities to Lehman Brothers Inc. ("Lehman Brothers"), for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of immediately available funds to the account specified by the Company, by causing DTC to credit the Securities to the account of Lehman Brothers at DTC. The Company will cause the certificates representing the Securities to be made available to Lehman Brothers for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on February 21, 1996 or such other time and date as Lehman Brothers and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery". For purposes of Rule 15c6-1 under the Exchange Act, the Time of Delivery shall be the date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 7(i) hereof, will be delivered at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, and the Securities will be delivered at the Designated Office, all at the Time of Delivery. 5. The Company agrees with each of the Underwriters: (a) To prepare the Prospectus as amended and supplemented in relation to the Designated Securities in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented prior to the Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Time of Delivery and furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sec- tion 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Designated Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of the Designated Securities for offering or sale in any jurisdic- tion, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any Preliminary Prospectus, preliminary prospectus supplement or prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) Prior to 10:00 a.m., New York City Time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with copies of the Prospectus as amended or supplemented in such quantities as the Underwriters may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circum- stances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Underwriters and upon their request to file such document and to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; (d) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company Rule 158); and (e) During the period beginning from the date hereof and continuing to and including the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to the Designated Securities, without the prior written consent of the Underwriters. 6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Indenture, any Blue Sky Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any Blue Sky surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 7. The obligations of the Underwriters hereunder shall be subject, in the discretion of the Underwriters, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus as amended or supplemented in relation to the Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Underwriters reasonable satisfaction; (b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished to the Underwriters such opinion or opinions, dated the Time of Delivery, with respect to the organization of the Company, the validity of the Indenture, the Designated Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Jones, Walker Waechter, Poitevent, Carrere & Denegre L.L.P., special counsel for the Company, shall have furnished to the Underwriters their written opinion, dated the Time of Delivery, in form and substance satisfactory to the Underwriters, to the effect that: (i) The Company has been duly organized and is validly existing as a limited partnership in good standing under the Delaware Revised Uniform Limited Partnership Act; IMC has been duly organized and is validly existing as a partnership under the laws of Delaware; and each of the Company and IMC has the partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; (ii) The Company has all requisite partnership power and authority to enter into this Agreement and to carry out the provisions and conditions herein; (iii) Each part of the Registration Statement, when such part became effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; and such counsel has no reason to believe that any such part of the Registration Statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and at the Time of Delivery, and any amendment or supplement thereto, as of the date thereof and at the Time of Delivery, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data included or incorporated by reference in any of the documents mentioned in this clause (iii); (iv) All of the issued and outstanding partnership interests in the Company have been duly authorized and validly issued and all of the limited partnership interests of the Company are fully-paid and nonassessable except as required under the Delaware Revised Uniform Limited Partnership Act; (v) To the best knowledge of such counsel and other than as set forth in the Prospectus as amended or supplemented relating to the Designated Securities, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, partners' capital or results of operations of the Company and its subsidiaries; and, to the best of knowledge of such counsel, no such proceedings are threatened by governmental authorities or threatened by others; (vi) This Agreement has been duly authorized, executed and delivered by the Company; the performance of this Agreement and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (a) the Company's Certificate of Limited Partnership or Partnership Agreement, or (b) to the best of such counsel's knowledge, but without any independent investigation, any provision of any law or regulation applicable to the Company or any of its subsidiaries or of any order, writ, judgment, decree, determination or award of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, and no consent, approval, authorization or order of, or qualification, registration or filing with, any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under state securities laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (vii) The statements in the Prospectus under the captions "Description of Debt Securities" and "Description of the Notes", insofar as such statements constitute summaries of the documents and matters referred to therein, fairly present the information called for with respect to such documents and matters; and (viii) The Company is not an "investment company" as defined in the Investment Company Act and is not required to register as an investment company under the Investment Company Act. (d) Roger T. Baker, Esq., general counsel of the Company, shall have furnished to the Underwriters his written opinion, dated the Time of Delivery, in form and substance satisfactory to the Underwriters to the effect that: (i) The Company has full power and authority to conduct its business as described in the Prospectus and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries considered as a whole; (ii) The documents incorporated by reference in the Registration Statement, the Prospectus and the Preliminary Prospectus, when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder; and such counsel believes that none of such documents, when such documents were so filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading, it being understood that such counsel need express no opinion as to the financial statements or other financial data included in any of the documents mentioned in this clause (ii); (iii) The descriptions in the Registration Statement and Prospectus as amended or supplemented relating to the Designated Securities of statutes, legal and governmental proceedings, contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Registration Statement and Prospectus as amended or supplemented relating to the Designated Securities that are not described as required or of any contracts of a character required to be described in the Registration Statement or Prospectus as amended or supplemented relating to the Designated Securities (or required to be filed under the Exchange Act if upon such filing they would be incorporated by reference therein) or to be filed as exhibits to the Registration Statement that are not described and filed as required; (iv) The performance of this Agreement and the compliance with all of the provisions of the Designated Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which any of them is bound or to which any of the property of any of them is subject, or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; (v) There is no action, suit, proceeding or rule making before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of such counsel, threatened, against or affecting the Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus as amended or supplemented relating to the Designated Securities (other than as disclosed therein), or which may reasonably be expected to result in any material adverse change in the earnings, business affairs or business prospects of the Company or may reasonably be expected to materially and adversely affect the properties or assets thereof or might materially and adversely affect the consummation of this Agreement; and (vi) The Company has an authorized capitalization as set forth in the Prospectus; all the issued partnership interests of the Company have been duly and validly authorized and issued, and are fully paid and non- assessable. (e) At the time of execution of this Agreement and at the Time of Delivery, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Underwriters a letter, dated the respective date of delivery thereof, to the effect set forth in Annex I hereto, and with respect to such letter dated such Time of Delivery, as to such other matters as the Underwriters may reasonably request and in form and substance satisfactory to the Underwriters; (f) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, and (ii) since the respective dates as of which information is given in the Prospectus as amended or supplemented there shall not have been (a) any change in the partners' capital or (b) any increase in excess of $15 million in long-term debt of the Company or any of its subsidiaries above the amount of such debt on such dates or (c) any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, partners' capital or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Underwriters so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (g) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; (h) On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a National Emergency or war, if the effect of any such event specified in this clause (iii) in the reasonable judgment of the Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated by the Prospectus as amended and supplemented; or (iv) the occurrence of an event causing any material adverse change in the existing financial, political or economic conditions in the United States or elsewhere which, in the reasonable judgment of the Underwriters, has materially and adversely affected the financial markets or the market for the Designated Securities and other debt securities; and (i) The Company shall have furnished or caused to be furnished to the Underwriters at such Time of Delivery a certificate or certificates of officers of the Company satisfactory to the Underwriters as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (f) of this Section and as to such other matters as the Underwriters may reasonably request. 8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Prospectus as amended or supplemented relating to the Designated Securities; and, provided, further, that the Company shall not be liable to any Underwriter under the indemnity agreement in this Section 8(a) with respect to any Preliminary Prospectus or preliminary prospectus supplement to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Designated Securities to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented (in either case excluding documents incorporated therein by reference) in any case where such delivery is required by the Act if the Company has previously furnished copies thereof in sufficient quantity to the Underwriters and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus which was identified in writing at such time to the Underwriters and corrected in the Prospectus or in the Prospectus as then amended or supplemented (in either case excluding documents incorporated therein by reference). (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omis- sion so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation, even if the Underwriters were treated as one entity for such purpose or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by the Underwriters and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls an Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 9. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Designated Securities, or the Company notifies you that it has so arranged for the purchase of such Designated Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Registration Statement which in your opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Designated Securities. The term "you" as used in this Section 9 means the non-defaulting Underwriters. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase hereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Designated Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 10. The respective indemnities, agreements, represen- tations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. 11. If for any reason within the control or subject to the direction of the Company, including without limitation the failure to perform any covenant or agreement arising out of or in connection with this Agreement to be performed by, on behalf of or at the direction of the Company, or the failure to satisfy any condition of the Underwriters' obligations hereunder (which conditions shall include, without limitation, the conditions set forth in Sections 7(c), 7(d), 7(e), 7(f), 7(g), and 7(i) hereof) to be satisfied by, on behalf of or at the direction of the Company, the Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by them in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to the Underwriters with respect to such Designated Securities except as provided in Section 6 and Section 8 hereof. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Underwriters c/o Lehman Brothers Inc. at 200 Vesey Street, New York, New York 10285-1600, Attention: Mr. Gareth Turner; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 12. This Agreement shall be binding upon, and inure solely to the benefit of, the several Underwriters, the Company and, to the extent provided in Section 8 and Section 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 13. Time shall be of the essence of this Agreement. As used herein, "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 15. This Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. If the foregoing is in accordance with your understanding, please sign and return to us seven counterparts hereof. Very truly yours, FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP By: FREEPORT-McMoRan INC., Administrative Managing General Partner By: /s/ Charles W. Goodyear _______________________________ Name: Charles W. Goodyear Title: Executive Vice President Accepted as of the date hereof: Lehman Brothers Inc. By: /s/ H. E. Lentz _______________________________ Name: H. E. Lentz Title: Managing Director Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ Lynn Alexander ________________________________ Name: Lynn Alexander Title: Vice President Salomon Brothers Inc By: Name: Title: SCHEDULE I Underwriter Principal Amount of Securities to be Purchased Lehman Brothers Inc........................................$ 50,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated............50,000,000 Salomon Brothers Inc..........................................50,000,000 Total ______________ $150,000,000 ANNEX I Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supple- mentary financial information and schedules audited (and, if applicable, prospective financial statements and/or pro forma financial information examined) by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, prospective financial statements and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters; (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994 agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (iv) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flow included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent, except for the change in the method of accounting for periodic scheduled maintenance costs, with the basis for the audited consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flow included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (B) any other unaudited statement of operations data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements, except for the change in the method of accounting for periodic scheduled maintenance costs, included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in Clause (A) and any unaudited statement of operations data and balance sheet items included in the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements, except for the change in the method of accounting for periodic scheduled maintenance costs, included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the partners' capital or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or net assets or other items reasonably specified by the Underwriters, or any increases in any items specified by the Underwriters, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per unit amounts of consolidated net income or other items reasonably specified by the Representatives, or any increases in any items reasonably specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (v) In addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Underwriters which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Underwriters or in documents incorporated by reference in the Prospectus specified by the Underwriters, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Annex I to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Underwriting Agreement as of the date of the letter delivered on the date of the Underwriting Agreement for purposes of such letter and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities. EX-4 3 EXHIBIT 4.1 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP and CHEMICAL BANK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 14, 1996 to SENIOR INDENTURE Dated as of February 1, 1996 $150,000,000 7% Senior Notes due 2008 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of February 14, 1996 is between Freeport-McMoRan Resource Partners, Limited Partnership, a Delaware limited partnership (the "Issuer"), and Chemical Bank, as trustee (the "Trustee"), to the Senior Indenture, dated as of February 1, 1996 (the "Original Indenture"), between the Issuer and the Trustee (the Original Indenture, as supplemented by this Supplemental Indenture, is referred to herein as the "Indenture"), W I T N E S S E T H : WHEREAS, the Issuer has duly authorized, as a new series of Securities under the Indenture, its 7% Senior Notes due 2008 (the "Senior Notes"); WHEREAS, the Issuer has duly authorized the execution and delivery of this Supplemental Indenture to establish the Senior Notes as a series of Securities under the Indenture and to provide for, among other things, the issuance of and the form and terms of the Senior Notes and certain additional covenants; and WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement according to its terms have been done; NOW, THEREFORE: In consideration of the premises and the purchase of the Senior Notes by the Holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Senior Notes as follows: ARTICLE ONE DEFINITIONS 1.1 Certain Terms Defined. Unless otherwise defined herein or unless the context of this First Supplemental Indenture otherwise requires, all terms used in this First Supplemental Indenture which are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. The following terms, which are in addition to those defined in Section 1.1 of the Original Indenture, shall have the respective meanings specified in this Section. Such terms shall apply only to the Senior Notes except to the extent specifically made applicable to any other series of Securities by the Board Resolutions, Officer's Certificate or supplemental indenture establishing such series of Securities as provided for in Section 2.3 of the Original Indenture. "Attributable Debt" when used in connection with a sale and lease-back transaction means, at the time of determination, the lesser of: (a) the fair value of such property (as determined in good faith by the Administrative Managing General Partner); or (b) the then present value of the total net amount of rent required to be paid under the lease in respect of such sale and lease-back transaction during the remaining term thereof (including any renewal term or period for which such lease has been extended) or until the earlier date on which the lessee may terminate such lease upon payment of a penalty or a lump-sum termination payment (in which case the total net rent shall include such penalty or termination payment), computed by discounting from the respective due dates to such dates such total net amount of rent at the actual interest factor included in such rent or implicit in the terms of the applicable sale and lease-back transaction, as determined in good faith by the Issuer. For purposes of the foregoing definition, rent shall not include amounts required to be paid by the lessee, whether or not designated as rent or additional rent, on account of or contingent upon maintenance and repair, insurance, taxes, assessments, water rates and similar charges. "Capital Lease Obligation" of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Debt arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with generally accepted accounting principles. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Senior Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes. "Independent Investment Banker" means Lehman Brothers Inc. or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Issuer. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations. "Consolidated Net Tangible Assets" means at any date the consolidated assets of the Issuer and its consolidated Subsidiaries, including all investments by the Issuer or its consolidated Subsidiaries in other Persons (less applicable reserves and other properly deductible items), after deducting therefrom (i) all current liabilities of the Issuer and its consolidated Subsidiaries, (ii) current maturities of long-term debt and (iii) current maturities of obligations under capital leases, less all goodwill (or plus if negative goodwill), trade names, trademarks, patents, unamortized debt discount and other like intangibles, all as included on the most recent consolidated balance sheet of the Issuer and its consolidated Subsidiaries. "Debt" means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, and whether or not contingent, (i) all obligations of such Person for money borrowed, including all obligations for the repayment of debt and payments of other amounts, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except accounts payable arising in the ordinary course of business, (iv) all Capital Lease Obligations of such Person, (v) all Debt of others secured by any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of such Person and (vi) all Debt of others guaranteed by such Person or for the payment of which such Person is directly or indirectly responsible. "First Supplemental Indenture" means this First Supplemental Indenture dated as of February 14, 1996 by and between the Issuer and the Trustee. "FRP-FTX Credit Agreement" means that certain $400,000,000 Credit Agreement dated as of June 30, 1995 among the Issuer, Freeport-McMoRan Inc., the banks party thereto (the "Banks"), Chemical Bank, a New York banking corporation, as Administrative Agent for the Banks and as FRP Collateral Agent and as FTX Collateral Agent for the Banks and The Chase Manhattan Bank (National Association), a national banking association, as Documentary Agent for the Banks, as the same may hereafter be amended, supplemented, restated, replaced, refinanced or otherwise modified. "Interest Payment Dates" means the dates set forth as such in Section 2.3(3) hereof. "IMC-Agrico" means IMC-Agrico Company, a Delaware general partnership. "IMC-Agrico Credit Agreement" means that certain Credit Agreement dated as of February 9, 1994 among IMC-Agrico, the banks party thereto (the "Banks") and Nationsbank of North Carolina, N.A., as agent for the Banks, as the same may be hereafter amended, supplemented, restated, replaced, refinanced or otherwise modified. "Lien" means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing); provided, however, that Lien shall not include a trust established for the purpose of defeasing any Debt, pursuant to the terms evidencing or providing for the issuance of such Debt. "Non-Restricted Subsidiary" means (i) any Subsidiary of the Issuer organized after the date of this First Supplemental Indenture for the purpose of acquiring the stock or assets of another Person that is not a Restricted Subsidiary or for start-up ventures or exploration programs or activities and designated as a Non-Restricted Subsidiary by the Administrative Managing General Partner in an Officer's Certificate delivered to the Trustee as of the time of its organization, (ii) any Subsidiary of any Non- Restricted Subsidiary, and (iii) any surviving corporation (other than the Issuer or a Restricted Subsidiary) into which any of such corporations referred to in clause (i) or (ii) is merged or consolidated. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. "Reference Treasury Dealer" means each of Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc and their respective successors; provided however, that if any of the foregoing cease to be a primary U.S. Government Securities dealer in New York City (a "Primary Treasury Dealer"), the Issuer shall substitute therefor another Primary Treasury Dealer. "Regular Record Dates" means the dates set forth as such in Section 2.3(4). "Restricted Subsidiary" means IMC-Agrico and any other Subsidiary of the Issuer other than a Non-Restricted Subsidiary. "Senior Indebtedness" means Debt of the Issuer, whether outstanding on the date of issue of any Subordinated Debt Securities or thereafter created, incurred, assumed or guaranteed by the Issuer, other than the following: (a) any Debt as to which, in the instrument evidencing such Debt or pursuant to which such Debt was issued, it is expressly provided that such Debt is subordinate in right of payment to all indebtedness of the Issuer not expressly subordinated to such Debt; (b) any Debt which by its terms refers explicitly to the Subordinated Debt Securities and states that such Debt shall not be senior, shall be pari passu or shall be subordinated in right of payment to the Subordinated Debt Securities; and (c) with respect to any series of Subordinated Debt Securities, any Debt of the Issuer evidenced by Subordinated Debt Securities of the same or of another series. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness shall not include: (x) Debt of or amounts owed by the Issuer for compensation to employees, or for goods, materials and services purchased in the ordinary course of business, or (y) Debt of the Issuer to a Subsidiary. "Subordinated Debt Securities" means any Debt issued by the Issuer pursuant to that certain Subordinated Indenture dated as of October 26, 1990 between the Issuer and Chemical Bank, as successor to Manufacturers Hanover Trust Company, as trustee, as amended and supplemented by that certain First Supplemental Indenture dated as of February 15, 1994, and as hereafter amended or supplemented from time to time. "Subsidiary" means (i) with respect to the Issuer, IMC- Agrico or (ii) with respect to any Person, (a) a corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (b) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof. "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Voting Stock" of any Person means any and all shares, interests, participations or other equivalents (however designated) of such Person which ordinarily has voting power for the election of directors (or person performing similar functions) of such Person. ARTICLE TWO TERMS AND ISSUANCE OF 7% SENIOR NOTES DUE 2008 SECTION 2.1. Issue of Senior Notes. A series of Securities which shall be designated the "7% Senior Notes due 2008" shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Indenture (including the form of Senior Notes set forth in Exhibit A hereto). The aggregate principal amount of Senior Notes which may be authenticated and delivered under the Indenture shall not exceed $150,000,000 (except for Senior Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Notes pursuant to Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture). The Senior Notes shall have a stated maturity of February 15, 2008. The entire amount of Senior Notes may forthwith be executed by the Issuer and delivered to the Trustee and shall be authenticated by the Trustee and delivered to or upon the order of the Issuer pursuant to Section 2.4 of the Original Indenture. As provided in the Indenture, no recourse under the Senior Notes or the Indenture may be had against any partner of the Issuer. Such partners have no obligations under and are not liable in respect of the Senior Notes. SECTION 2.2 Date of Payment of Principal. The principal of the Senior Notes shall be payable on February 15, 2008. SECTION 2.3 Interest. (1) The Senior notes shall bear interest at the rate of 7% per annum. (2) Interest in respect of the Senior Notes shall accrue from and including February 21, 1996 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for. (3) The Interest Payment Dates on which interest shall be payable in respect of the Senior Notes shall be February 15 and August 15 in each year, commencing August 15, 1996. (4) The Regular Record Dates for interest in respect of the Senior Notes shall be January 31 and July 31 (whether or not a Business Day) in respect of the interest payable on February 15 and August 15, respectively. SECTION 2.4 Redemption. The Senior Notes will be redeemable as a whole or in part, at the option of the Issuer at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 30 basis points, plus in each case accrued interest to the date of redemption. The notice to the Holders of any such redemption provided for in the second paragraph of Section 12.2 of the Original Indenture need not set forth the redemption price but need only set forth the calculation thereof as described in the preceding sentence. The redemption price, calculated as aforesaid, shall be set forth in an Officer's Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. SECTION 2.5 Form. The Senior Notes shall be issued in whole in the form of one or more Registered Global Securities and shall be substantially in the form set forth in Exhibit A hereto. The Depositary for such Registered Global Securities shall be The Depository Trust Company, 55 Water Street, New York, New York 10041. SECTION 2.6 Additional Covenants. The covenants contained in Article Three of this First Supplemental Indenture shall apply to the Senior Notes in addition to the covenants contained in the Original Indenture. SECTION 2.7 Amendments to Events of Default. The amendments to Section 5.1 of the Original Indenture contained in Article Four of this First Supplemental Indenture shall apply to the Senior Notes. SECTION 2.8 Amendments to Article Nine. The amendments to Section 9.1 of the Original Indenture contained in Article Five of this First Supplemental Indenture shall apply to the Senior Notes. SECTION 2.9 Amendments to Defeasance Provisions. The amendments to Section 10.1(B) of the Original Indenture contained in Article Six of this First Supplemental Indenture shall apply to the Senior Notes. ARTICLE THREE ADDITIONAL COVENANTS For purposes of the Senior Notes, and solely for the benefit of the Holders thereof, Article Three of the Original Indenture shall be amended by adding thereto the following additional covenants of the Issuer. Such covenants shall apply only to the Senior Notes except to the extent specifically made applicable to any other series of Securities by the Board Resolutions, Officer's Certificate or supplemental indenture establishing such series of Securities as provided for in Section 2.3 of the Original Indenture. "SECTION 3.7 Limitation on Liens. (a) Except as provided in this Section 3.7, so long as the Senior Notes are Outstanding, the Issuer will not, and will not permit any Restricted Subsidiary to, issue, create, assume or incur any Lien upon any of its or their property or assets or upon any shares of stock, indebtedness or other obligations of any Restricted Subsidiary which secures any indebtedness for money borrowed without in each such case effectively providing concurrently that the Senior Notes (together with, if the Issuer shall so determine, any other indebtedness of or guarantee by the Issuer or such Restricted Subsidiary ranking equally with the Senior Notes) shall be secured equally and ratably with or prior to such secured debt so long as such other indebtedness shall be so secured. The foregoing restriction, however, will not apply to: (a) (i) Liens on any property or other assets owned on the date hereof by the Issuer or any of its Restricted Subsidiaries, (ii) Liens on the proceeds and products of any such property or assets, any property or assets acquired with the proceeds of or in exchange for any such property or assets or the accounts receivable generated from any such property or assets and (iii) Liens on any other assets that are granted pursuant to any agreements existing on the date hereof, in each case to secure Debt in an aggregate amount not exceeding the total amount committed under the FRP-FTX Credit Agreement and the IMC-Agrico Agreement as of 3:00 p.m. (New York City time) on February 14, 1996; (b) Liens on property, shares of stock or indebtedness or other assets existing at the time of acquisition thereof, including acquisition through merger, consolidation or the purchase of assets; (c) Liens on real or personal property or assets of the Issuer or a Restricted Subsidiary to secure Debt incurred for the purpose of (i) financing all or any part of the purchase price of such property or assets incurred prior to, at the time of, or within 180 days after, the acquisition of such property or assets or (ii) financing all or any part of the cost of construction, improvement, development or expansion of any such property or assets; (d) Liens to secure Debt of a Restricted Subsidiary owing to the Issuer and/or another Restricted Subsidiary or of the Issuer owing to a Restricted Subsidiary; (e) Liens to secure Debt incurred in connection with the construction, installation or financing of pollution control or abatement facilities or other forms of industrial revenue or development bond financing, which Liens extend solely to the property which is the subject thereof; (f) Liens to secure Debt issued or guaranteed by the United States or any state or any department, agency or instrumentality of the United States, incurred in connection with the financing of the construction, refurbishment or operation of any marine vessels or other property or assets of the Issuer or any of its Restricted Subsidiaries, which Liens extend solely to the property which is the subject thereof; (g) Liens upon property or assets of any Restricted Subsidiary not incorporated in the United States that is acquired after the date hereof (other than property or assets acquired from the Issuer or a Restricted Subsidiary) to secure Debt of that foreign Restricted Subsidiary; (h) Liens arising from or in connection with a conveyance by the Issuer or any Restricted Subsidiary of any production payment or similar obligation or instrument with respect to any oil, gas, natural gas, carbon dioxide, sulphur, coal or other mineral or natural resource that is not in production as of the date hereof; (i) Liens arising by reason of deposits necessary to obtain standby letters of credit in the ordinary course of business; (j) Liens in favor of customs and revenue authorities or incurred upon any property or assets in accordance with customary banking practice to secure any Debt incurred by the Issuer or any Restricted Subsidiary in connection with the exporting of goods to, or between, or the marketing of goods, or the importing of goods from, foreign countries, which Liens extend only to the property or asset being so exported or imported; (k) Liens upon property or assets sold by the Issuer or any Restricted Subsidiary resulting from the exercise of any rights or arising out of defaults on receivables to secure Debt relating to the sale of such property or assets; and (l) Liens to secure Debt incurred to extend, refinance, renew, replace or refund (or successive extensions, refinancings, renewals, replacements or refundings) any Debt secured by any Lien referred to in the foregoing clauses (b) through (k) so long as such Lien does not extend to any other property and the amount of such Debt so secured is not increased above the amount outstanding immediately prior to such refinancing. (b) Notwithstanding the provisions of Section 3.7(a), the Issuer or any Restricted Subsidiary may create or assume Liens not otherwise permitted by the Indenture and renew, extend or replace such Liens, provided that at the time of such creation, assumption or replacement, and after giving effect thereto, the Debt so secured by any such Lien plus any Attributable Debt does not exceed 10% of Consolidated Net Tangible Assets as shown on a balance sheet of the Issuer as of the end of the most recent fiscal quarter prior to the incurrence of the Debt for which a balance sheet is available. SECTION 3.8 Sale and Lease-Back. So long as the Senior Notes are Outstanding and except as otherwise provided in this Section 3.8, the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any arrangement with any Person (other than with the Issuer or a Restricted Subsidiary) providing for the leasing to the Issuer or a Restricted Subsidiary for a period of more than three years of any property or assets which has been, or is to be, sold or transferred by the Issuer or such Restricted Subsidiary (in the case of IMC-Agrico having a sales price of $25 million or more) to such Person or to any Person (other than the Issuer or a Restricted Subsidiary) and funds have been or are to be advanced by such Person on the security of the leased property unless (a) the Issuer or such Restricted Subsidiary would be entitled to incur Debt in a principal amount equal to or exceeding the value of such sale and lease-back transaction (as determined in good faith by the Administrative Managing General Partner), secured by a Lien on the property to be leased, without equally and ratably securing the Outstanding Senior Notes; (b) since the date of the First Supplemental Indenture and within a period commencing six months prior to the effective date of such sale and lease-back transaction and ending six months thereafter, the Issuer or any Restricted Subsidiary has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) an amount equal to all or a portion of the net proceeds received from such transaction and the Issuer elects to designate such amount as a credit against the application of the restrictions set forth in this Section 3.8 to such transaction (with any such amount not being so designated to be applied as set forth in (c) below); or (c) the Issuer, during or immediately after the expiration of the 12 months after the effective date of any such sale and lease-back transaction, applies to the voluntary defeasance or retirement of the Senior Notes and its other Senior Indebtedness an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such transaction or the Attributable Debt as determined by the Administrative Managing General Partner in an Officer's Certificate delivered to the Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and other Senior Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturity. SECTION 3.9 Provision of Financial Information. So long as the Senior Notes are Outstanding, the Issuer will provide to the Trustee a copy of all the annual reports, quarterly reports and other documents which the Issuer is required to file with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor provision thereto. If, during any reporting period, the Issuer is not required to file such reports with the Commission, the Issuer will provide to the Trustee the same financial reports concerning the Issuer as if the Issuer were so required. ARTICLE FOUR EVENTS OF DEFAULT For purposes of the Senior Notes, and for the benefit of the Holders thereof, Section 5.1 of the Original Indenture shall be amended (i) by amending and restating clauses (d) and (e) of the definition of "Events of Default" as set forth below, (ii) by substituting clause (f) of the definition of "Events of Default" as set forth below for clauses (f) and (g), (iii) by adding to such definition a new clause (g) as set forth below and (iv) by adding immediately after the first paragraph of Section 5.1 the Insert set forth below; provided that the Trustee shall not be deemed to have knowledge of any such amended or added Event of Default unless and until either (a) a Responsible Officer of the Trustee assigned to its Corporate Trust Office shall have actual knowledge of such Event of Default or (b) the Trustee shall have received written notice thereof mailed or delivered to its Corporate Trust Office from the Issuer, from any Holder or from the holder of any Debt of the Issuer or any agent or representative thereof, including the trustee under any such mortgage, indenture or other instrument which is the subject of such Event of Default. Such amended and additional Events of Default shall apply only to the Senior Notes except to the extent specifically made applicable to any other series of Securities by the Board Resolutions, Officer's Certificate or supplemental indenture establishing such series of Securities as provided for in Section 2.3 of the Original Indenture. "(d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer or any Restricted Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or any Restricted Subsidiary or for any substantial part of its or their property or ordering the winding up or liquidation of its or their affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or" "(e) the Issuer or any Restricted Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or any Restricted Subsidiary or for any substantial part of its or their property, or make any general assignment for the benefit of creditors; or" "(f) failure to pay Debt of the Issuer for money borrowed (other than non-recourse Debt) at maturity (or upon any redemption), after any grace period, or a default resulting in the acceleration of the maturity of any other Debt of the Issuer for money borrowed (other than non-recourse Debt), in either case involving Debt in an aggregate principal amount equal to or exceeding $25 million and such Debt has not been paid or such acceleration has not been rescinded or annulled within 30 days after such grace period or acceleration as the case may be; or" "(g) the rendering of a final judgment or judgments against the Issuer or any Restricted Subsidiary in an aggregate amount equal to or in excess of $25 million, and any such judgments are not vacated, discharged or stayed or bonded pending appeal within 60 days after the judgment becomes final and nonappealable; or" Insert: "If an Event of Default described in clause (d) or clause (e) shall occur, the entire principal of the Senior Notes and the interest accrued thereon, if any, will ipso facto become immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder of the Senior Notes." ARTICLE FIVE CONSOLIDATION, MERGER AND SALE OF ASSETS For purposes of the Senior Notes, and solely for the benefit of the Holders thereof, Article Nine of the Original Indenture shall be amended by deleting Section 9.1 of the Original Indenture and substituting therefor the following provisions. Such amended provisions shall apply only to the Senior Notes except to the extent specifically made applicable to any other series of Securities by the Board Resolutions, Officer's Certificate or supplemental indenture establishing such series of Securities as provided for in Section 2.3 of the Original Indenture. "SECTION 9.1 Consolidation, Merger and Sale of Assets. The Issuer may, without the consent of the holders of the Senior Notes, consolidate with, or sell, lease, or convey, all or substantially all of its assets to, or merge with or into, any other Person provided that: (a) either the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any such consolidation or merger or which shall have received the transfer of such assets is organized under the laws of any domestic jurisdiction (the "Successor Company") and assumes the Issuer's obligations to pay principal of (and premium or make whole amount, if any) and interest on all of the Senior Notes and the due and punctual performance and observance of all of the covenants and conditions contained in the Indenture;(b) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Issuer or any Subsidiary as a result thereof as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no Event of Default under the Indenture, and no event which, after notice or the lapse of time, or both, would become such an Event of Default, shall have occurred and be continuing; (c) if, as a result of any such transaction, property or assets of the Issuer or a Restricted Subsidiary would become subject to a Lien prohibited by Section 3.7, the Issuer shall have secured the Senior Notes as required by said covenant; and (d) an Officers' Certificate and Opinion of Counsel covering such conditions shall be delivered to the Trustee. ARTICLE SIX DEFEASANCE For purposes of the Senior Notes, and solely for the benefit of the Holders thereof, Section 10.1(B) of the Original Indenture shall be replaced in its entirety by the following provisions. Such provisions shall apply only to the Senior Notes except to the extent specifically made applicable to any other series of Securities by the Board Resolutions, Officer's Certificate or supplemental indenture establishing such series of Securities as provided for in Section 2.3 of the Indenture. "(B) In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of the Senior Notes, (x) the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Senior Notes on the 91st day after the date of the deposit referred to in subparagraph (a) below, and the provisions of this Indenture with respect to the Senior Notes shall no longer be in effect (except an to (i) rights of registration of transfer and exchange of Senior Notes and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Senior Notes, (iii) rights of Holders of Senior Notes to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Senior Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of then and (vi) the obligations of the Issuer under Section 3.2), such result being referred to herein as a "defeasance", and the Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if the Issuer notifies the Trustee that the provisions of this Section 10.1(B) are being complied with solely to effect a defeasance and if (a) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Senior Notes (i) cash in an amount, or (ii) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal and interest on all Senior Notes on the date of maturity thereof or on a specified date prior to their maturity, if such date is one upon which the Senior Notes may be optionally redeemed in accordance with their terms and if the Issuer has made arrangements with the Trustee satisfactory to the Trustee for the optional redemption of all of the Senior Notes on such specified date; (b) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound; (c) no Event of Default or event that with the passing of time or the giving of notice, or both, shall constitute such an Event of Default shall have occurred and be continuing; (d) the Issuer has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (e) the Issuer has delivered to the Trustee an Opinion of Counsel stating that such deposit will not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940; and (f) the Issuer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with; and (y) the Issuer shall be permitted to (i) omit to comply with the covenants added to the Indenture by Article Three of the First Supplemental Indenture and (ii) be no longer subject to the Events of Default with respect to the Senior Notes specified in clauses (c) (to the extent clause (c) relates to the covenants added by Article Three of the First Supplemental Indenture), (f) and (g) of the definition of "Events of Default" contained in Section 5.1 of the Indenture ("Defeasible Events"), as of the 91st day after the date of the deposit referred to in subparagraph (a) below, such result being referred to herein as a "covenant defeasance", (it being understood that, notwithstanding such covenant defeasance, the obligation of the Issuer to pay and the rights of Holders of the Senior Notes to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor, pursuant to Section 3.1 of the Indenture and the other Events of Default not specified in this clause (y) of Section 10.1(B) shall remain in full force and effect); and the Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if the Issuer notifies the Trustee that the provisions of this Section 10.1(B) are being complied with solely to effect a covenant defeasance and if (a) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Senior Notes (i) cash in an amount, or (ii) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal and interest on all Senior Notes on the date of maturity thereof or on a specified date prior to their maturity, if such date is one upon which the Senior Notes may be optionally redeemed in accordance with their terms and if the Issuer has made arrangements with the Trustee satisfactory to the Trustee for the optional redemption of all of the Senior Notes on such specified date; (b) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound; (c) no Event of Default (other than an Event of Default related to a Defeasible Event) or event that with the passing of time or the giving of notice, or both, shall constitute such an Event of Default shall have occurred and be continuing; (d) the Issuer has delivered to the Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders of the Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (e) the Issuer has delivered to the Trustee an opinion of Counsel stating that such deposit will not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940; and (f) the Issuer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. ARTICLE SEVEN MISCELLANEOUS SECTION 7.1. Paying Agent, Trustee Agent and Registrar. The Issuer hereby appoints the Trustee as paying agent, transfer agent and registrar for the Senior Notes and the agency where notices and demands to or upon the Issuer in respect of the Senior Notes or the Indenture may be served. SECTION 7.2. Governing Law. This First Supplemental Indenture and each Senior Note shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. SECTION 7.3. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. SECTION 7.4. Trustee Disclaimer. The recitals contained herein shall be taken as the statements of the Issuer and the Trustee assumes no responsibility for the correctness of same. The Trustee makes no representations as to the validity of this First Supplemental Indenture. IN WITNESS WHEREOF the parties hereto have caused this First Supplemental Indenture to be duly executed, and the appropriate corporate seals to be hereunto affixed and attested, all as of February 14, 1996. FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP By: Freeport-McMoRan Inc. (Administrative Managing General Partner) By: ________________________________ Name: Charles W. Goodyear Title: Executive Vice President [CORPORATE SEAL] Attest: By: _________________________ Title: CHEMICAL BANK, as Trustee By: _______________________________ Name: Title: [CORPORATE SEAL] Attest: By: ___________________________ Title: STATE OF LOUISIANA ) ) ss: PARISH OF ORLEANS ) On this _____ of February, 1996, before me personally came Charles W. Goodyear, to me personally known, who, being by me duly sworn, did depose and say that he resides at 1424 Henry Clay Avenue, New Orleans, Louisiana 70118, that he is the Executive Vice President of Freeport- McMoRan Inc., one of the corporations which executed the above instrument in its capacity as Administrative Managing General Partner of Freeport-McMoRan Resource Partners, Limited Partnership; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. [NOTARIAL SEAL] ____________________________ Notary Public STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On this ____ of February, 1996 before me personally came ________, to me personally known, who, being by me duly sworn, did depose and say that he resides at ____________, that he is a __________ of Chemical Bank, one of the corporations which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. [NOTARIAL SEAL] ___________________________ Notary Public EXHIBIT A [form of face of Registered Global Security] Unless and until this Senior Note is exchanged in whole or in part for Senior Notes in definitive registered form, this Senior Note may not be transferred except as a whole by the Depositary (as defined in the Indenture (as defined below)) to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this Senior Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP 7% SENIOR NOTES DUE 2008 No. $____________ CUSIP Freeport-McMoRan Resource Partners, Limited Partnership, a limited partnership organized and existing under the laws of the State of Delaware (hereinafter called the "Issuer," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the sum of _______ Dollars on February 15, 2008, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon in like coin or currency, from February 21, 1996 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year, commencing August 15, 1996 at the rate of 7% per annum, until the principal hereof is paid or made available for payment. The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Senior Note is registered at the close of business on the Regular Record Date for such interest, which shall be January 31 or July 31 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on this Senior Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Senior Note are payable at the principal corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Issuer, by check mailed to the address of the person entitled thereto as such address shall appear on the Senior Note register. ADDITIONAL PROVISIONS OF THIS SENIOR NOTE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Senior Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. In Witness Whereof, Freeport-McMoRan Resource Partners, Limited Partnership has caused this Instrument to be signed in its name by its Administrative Managing General Partner, under the corporate seal (or a facsimile thereof) of the Administrative Managing General Partner attested by its Secretary or an Assistant Secretary. Dated Freeport-McMoRan Resource Partners, Limited Partnership By: Freeport McMoRan Inc. (Administrative Managing General Partner) By:___________________________________ Name:_________________________________ Title:________________________________ [Corporate Seal] Attest: Secretary. [Form of reverse of Registered Global Security] FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP 7% SENIOR NOTE DUE 2008 This Senior Note is one of a duly authorized issue of Senior Notes of the Issuer known as its 7% Senior Notes due 2008 (herein called the "Senior Notes"), limited to the aggregate principal amount of $150,000,000, all issued under and equally entitled to the benefits of a Senior Indenture (herein, together with any amendments and supplements thereto, including without limitation the form and terms of Securities issued pursuant thereto, called the "Indenture"), dated as of February 1, 1996, executed by the Issuer to Chemical Bank (herein, together with any successor thereto, called the "Trustee"), as Trustee, to which Indenture reference is hereby made for a statement of the rights thereunder of the Trustee and of the registered holders of the Senior Notes and of the duties thereunder of the Trustee and the Issuer. The Senior Notes will be redeemable as a whole or in part, at the option of the Issuer at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 30 basis points, plus in each case accrued interest to the date of redemption. "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Senior Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes. "Independent Investment Banker" means Lehman Brothers Inc. or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Issuer. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. "Reference Treasury Dealer" means each of Lehman Brothers, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc and their respective successors; provided however, that if any of the foregoing cease to be a primary U.S. Government Securities dealer in New York City (a "Primary Treasury Dealer"), the Issuer shall substitute therefor another Primary Treasury Dealer. Holders of Senior Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. The Indenture permits the Issuer to issue unsecured debentures, notes and/or other evidences of indebtedness in one or more series ("Securities") up to such principal amount or amounts as may be authorized in accordance with the terms of the Indenture. To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture and of the rights and obligations of the Issuer and of the holders of the Senior Notes may be made with the consent of the Issuer and with the consent of the holders of not less than a majority in principal amount of the Securities of any series then outstanding under the Indenture which is affected by the modification or amendment thereto; provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will affect the terms of payment of the principal of or interest on this Senior Note. In case an Event of Default as defined in the Indenture, shall occur, the principal of all the Senior Notes at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be rescinded by the holders of a majority in principal amount of the Senior Notes outstanding. The Indenture provides that no holder of any Senior Note may enforce any remedy under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of default and after request by the holders of 25% in principal amount of the outstanding Senior Notes in certain events and the offer to the Trustee of security and indemnity satisfactory to it; provided, however, that such provision shall not prevent the holder hereof from enforcing payment of the principal of or interest on this Senior Note. The transfer of this Senior Note is registrable by the registered holder hereof, in person or by duly authorized attorney, at the agency of the Issuer in the Borough of Manhattan, The City of New York, New York, on books of the Issuer to be kept for that purpose at said agency, upon surrender and cancellation of this Senior Note and on presentation of a duly executed written instrument of transfer, and thereupon a new Senior Note or Senior Notes, of the same aggregate principal amount and in authorized denominations, will be issued to the transferee or transferees in exchange herefor; and this Senior Note, with or without other Senior Notes, may in like manner be exchanged for one or more new Senior Notes of other authorized denominations but of the same aggregate principal amount; all subject to the terms and conditions set forth in the Indenture. The Issuer, the Trustee, any paying agent and any registrar of the Senior Notes may deem and treat the person in whose name this Senior Note is registered as the absolute owner hereof for all purposes whatsoever, and neither the Issuer nor the Trustee nor any paying agent nor any registrar of the Senior Notes shall be affected by any notice to the contrary. No recourse under or upon any obligation, covenant or agreement contained in the Indenture, or in any Senior Note, or because of any indebtedness evidenced thereby, shall be had against any partner of the Issuer or any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer, of any partner of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Senior Notes by the Holders thereof and as part of the consideration for the issue of the Senior Notes appertaining thereto. All terms used in this Senior Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Form of Trustee's Certificate of Authentication This is one of the Securities of the series designated herein referred to in the within- mentioned Senior Indenture. CHEMICAL BANK, Trustee, By Authorized Officer. EX-23 4 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP We consent to the use of our report dated January 16, 1995, with respect to the financial statements of IMC-Agrico Company (not presented separately herein), incorporated by reference in the Registration Statement (Form S-3 No. 33-37441) and related Prospectus of Freeport-McMoRan Resource Partners, Limited Partnership for the Registration of $150,000,000 of its 7% Senior Notes due 2008. ERNST & YOUNG LLP Chicago, Illinois February 15, 1996 EX-23 5 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 24, 1995 incorporated by reference in Freeport-McMoRan Resource Partners, Limited Partnership's (the Company) Form 10-K for the year ended December 31, 1994, and to our report dated December 7, 1994 included in the Company's Form 8-K/A dated February 23, 1995 covering the financial statements of the domestic sulphur operations of Pennzoil Company's sulphur division for the year ended December 31, 1993, and to all references to our firm included in this registration statement. New Orleans, Louisiana Arthur Andersen LLP February 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----