UNITED
STATES
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): July 25, 2006
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9916
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74-2480931
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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1615
Poydras Street
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New
Orleans, Louisiana
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70112
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (504) 582-4000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
July
25, 2006, Freeport-McMoRan Copper & Gold Inc. (“FCX”) and PT Freeport
Indonesia (“PT-FI”), its principal operating unit, entered into an Amended and
Restated Credit Agreement (the “Credit Agreement”) with (1) JPMorgan Chase Bank,
N.A. as administrative agent, issuing bank, security agent, joint account assets
security agent and syndication agent, (2) Citibank, N.A., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and The Bank of Nova Scotia, as co-documentation
agents, (3) U.S. Bank National Association, as FI trustee, (4) JPMorgan
Securities Inc., as sole lead arranger and sole bookrunner, and (5) other
financial institutions as lenders. The Credit Agreement provides for a
three-year, senior secured revolving credit facility, under which FCX and PT-FI
may obtain loans in an aggregate principal amount of $465 million, which may
be
increased to up to $500 million with additional lender commitments.
The
Credit Agreement contains customary financial covenants and other restrictions.
Repayments under the Credit Agreement can be accelerated by the lenders upon
the
occurrence of customary events of default. The Credit Agreement matures on
July
25, 2009.
The
obligations of FCX and PT-FI under the Credit Agreement will be secured by
a
first security lien on substantially all of the assets currently securing the
existing Amended and Restated Credit Agreement dated as of September 30, 2003,
including, among other things (1) FCX’s pledge of 50.1% of the outstanding
capital stock of PT-FI and all of the capital stock of PT Indocopper Investama
owned by FCX, and (2) to the extent legally permitted, substantially all other
accounts and assets of PT-FI (other than the remaining PTFI shares owned by
FCX). In addition, FCX will guarantee PT-FI’s obligations and PT-FI will
guarantee FCX’s obligations under the Credit Agreement.
A
copy of
the Credit Agreement is attached hereto as Exhibit 10.1.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See
Item
1.01 which is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibit.
The
Exhibit included as part of this Current Report is listed in the attached
Exhibit Index.
SIGNATURE
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 hereunto
duly authorized.
FREEPORT-McMoRan
COPPER & GOLD INC.
By:
/s/
C. Donald Whitmire, Jr.
----------------------------------------
C.
Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date:
July 26, 2006
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Amended
and Restated Credit Agreement dated as of July 25, 2006, by and among
FCX,
PT Freeport Indonesia, JPMorgan Chase Bank, N.A. as Administrative
Agent,
Issuing Bank, Security Agent, JAA Security Agent and Syndication
Agent,
Citibank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
The Bank of Nova Scotia, as Co-Documentation Agents, U.S. Bank National
Association, as FI Trustee, J.P. Morgan Securities Inc., as Sole
Lead
Arranger and Sole Bookrunner, and the several financial institutions
that
are parties thereto.
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