Exhibit 4.17 CONFORMED COPY AMENDMENT dated as of July 24, 1997 (this "Amendment") to the Credit Agreement dated as of June 30, 1995 (as heretofore amended, the "Credit Agreement"), among PT FREEPORT INDONESIA COMPANY, a limited liability company organized under the laws of the Republic of Indonesia and also domesticated in Delaware ("FI"), FREEPORT- MCMORAN COPPER & GOLD INC., a Delaware corporation ("FCX"), the undersigned financial institutions (collectively, the "Banks"), FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association, as trustee under the FI Trust Agreement (in such capacity, the "FI Trustee"), THE CHASE MANHATTAN BANK (formerly Chemical Bank), a New York banking corporation ("Chase"), as administrative agent for the Banks (in such capacity, the "Administrative Agent"), as security agent for the Banks (in such capacity, the "Security Agent") under the Bank Security Documents (as defined in the Credit Agreement) and as security agent for the Banks and RTZ-IIL (in such capacity, the "JAA Security Agent") under the JAA Fiduciary Transfer (as defined in the Credit Agreement) and the JAA Fiduciary Power (as defined in the Credit Agreement), and THE CHASE MANHATTAN BANK (as successor to The Chase Manhattan Bank (National Association)), as documentary agent for the Banks (in such capacity the "Documentary Agent"; the Administrative Agent, the Security Agent, the JAA Security Agent and the Documentary Agent being collectively referred to herein as the "Agents"). Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Credit Agreement. WHEREAS FCX, FI, the FI Trustee and the Agents have agreed, subject to the terms and conditions hereof, to amend the Credit Agreement in the manner set forth in this Amendment. WHEREAS, this Amendment shall constitute the written consent of each of the Banks in accordance with Section 10.7(b) of the Credit Agreement. Accordingly, FCX, FI, the FI Trustee, the Banks and the Agents agree as follows: SECTION 1. Amendments. Effective as of the Effective Date (as hereinafter defined), the Credit Agreement is hereby amended as follows: (a) The definition of "Maturity Date" in Section 1.1 of the Credit Agreement is hereby amended to replace the words "December 31, 1999" with "December 31, 2002". SECTION 2. Representations and Warranties. Each of FCX and FI represents and warrants to the Administrative Agent and to each of the Banks that: (a) The representations and warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. (b) As of the date hereof, no Default or Event of Default has occurred and is continuing under the Credit Agreement. SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date that each of the following conditions shall have been satisfied (such date of effectiveness being the "Effective Date"): (a) Receipt by Cravath, Swaine & Moore, special counsel for the Agents, of executed counterparts of this Amendment which, when taken together, bear the signatures of FI, FCX, the FI Trustee, the Agents and each Bank. (b) The representations and warranties on the part of FI and FCX contained in Article IV of the Credit Agreement shall be true and correct in all material respects at and as of the Effective Date as though made on and as of such date. (c) The Administrative Agent shall have received on behalf of itself and the Banks a favorable written opinion of (i) Jones, Walker, Waechter, Poitevent, Carrere & Denegre, counsel for FCX and FI, (ii) Ali Budiardjo, Nugroho, Reksodiputro, special Indonesian counsel for FI, (iii) Henry A. Miller, general counsel of FCX and (iv) Mochtar, Karuwin & Komar, special Indonesian counsel for the Agents, each dated the Effective Date and addressed to the Administrative Agent and the Banks, each in the form approved by the Agents and Cravath, Swaine & Moore, special counsel for the Agents. FCX and FI and, in the case of (iv) above, the Agents, hereby instruct such counsel to deliver such opinions. SECTION 4. Reallocation of the Banks' Commitments under the Credit Agreement. (a) It is hereby acknowledged that, pursuant to the terms of this Amendment, the Total Commitment under the Credit Agreement is not being changed but the allocations of the Banks' commitments are being changed (the "Commitment Reallocation"), effective as of the Effective Date. The Commitment Reallocation will be implemented through the increase of the Commitments of one or more of the Banks (each such Bank that is willing to increase its Commitment hereunder being an "Increasing Bank"), the decrease of the Commitments of one or more of the Banks (each such Bank that is willing to reduce its Commitment hereunder being a "Reducing Bank") and the continuation of the amount of the Commitments of one or more Banks (each such bank whose Commitment is not changing, a "Non-Changing Bank"). If agreement is reached on or prior to the Effective Date with any Increasing Banks or Reducing Banks as to a commitment increase or a commitment reduction, as the case may be, the Commitments of such Increasing Banks, such Reducing Banks and the Non-Changing Banks shall be, as of the Effective Date, the amounts set forth in Schedule II to this Amendment; provided that each Bank shall have delivered to the Administrative Agent within 30 Business Days of the Effective Date, its existing Promissory Notes of FCX and FI issued under the Credit Agreement as in effect prior to the Effective Date. The Administrative Agent, upon receipt of such Promissory Notes from each Bank, shall promptly deliver such Promissory Notes to FCX and FI. (b) On the Effective Date, the Administrative Agent shall record in the Register the relevant information with respect to each Increasing Bank and each Reducing Bank. Each Increasing Bank shall, before 2:00 P.M. (New York City time) on the Effective Date, make available to the Administrative Agent in New York, New York, in immediately available funds, an amount equal to the excess of (i) such Increasing Bank's ratable portion of the borrowings then outstanding (calculated based on its Commitment as a percentage of the Total Commitments outstanding after giving effect to the Commitment Reallocation) over (ii) such Increasing Bank's pro rata share of the borrowings then outstanding (calculated based on its Commitment (without giving effect to the Commitment Reallocation) as a percentage of the Total Commitments (without giving effect to the Commitment Reallocation). After the Administrative Agent's receipt of such funds from each such Increasing Bank, the Administrative Agent will promptly thereafter cause to be distributed like funds to the Reducing Banks for their account in an amount to each Reducing Bank such that the aggregate amount of the outstanding borrowings owing to each Reducing Bank after giving effect to such distribution equals such Reducing Bank's pro rata share of the borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the Commitment Reallocation). Pursuant to Section 3.13 of the Credit Agreement, FCX and FI shall pay any losses any Bank may sustain or incur as a consequence of any Breakage Event that may occur in connection with or as a result of the transactions contemplated by this Amendment. Within one Business Day prior to the Effective Date, each of FCX and FI, at its own expense, shall execute and deliver to the Administrative Agent Promissory Notes payable to the order of each Bank, dated as of June 30, 1995, in a principal amount equal to such Bank's Commitment after giving effect to the Commitment Reallocation, substantially in the form of Exhibits A-1 and A-2 to this Amendment. The Administrative Agent, upon receipt of such Promissory Notes from each of FCX and FI, shall promptly deliver such Promissory Notes to the Banks. SECTION 5. Agreement. Except as specifically stated herein, the provisions of the Credit Agreement are and shall remain in full force and effect. As used in the Credit Agreement the terms "Agreement", "herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby. SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. SECTION 8. Expenses. Each of FCX and FI agrees to reimburse the Agents for all out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. PT FREEPORT INDONESIA COMPANY, by /s/ R. Foster Duncan Name: R. Foster Duncan Title: Vice President & Treasurer FREEPORT-MCMORAN COPPER & GOLD INC., by /s/R. Foster Duncan Name: R. Foster Duncan Title: Vice President & Treasurer FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as FI Trustee, by /s/ Ward A. Spooner Name: Ward A. Spooner Title: Vice President THE CHASE MANHATTAN BANK, individually and as Administrative Agent, Security Agent, JAA Security Agent and Documentary Agent, by /s/James H. Ramage Name: James H. Ramage Title: Vice President ABN AMRO BANK N.V., HOUSTON AGENCY, by ABN AMRO NORTH AMERICA, INC., as Agent for ABN AMRO BANK N.V., by /s/H. Gene Shiels Name: H. Gene Shiels Title: Vice President by /s/W. Bryan Chapman Name: W. Bryan Chapman Title: Group Vice President ARAB BANKING CORPORATION (B.S.C.), by /s/Stephen A. Plauche Name: Stephen A. Plauche Title: Vice President AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, CAYMAN ISLANDS BRANCH, by /s/K. Loughlin Name: K. Loughlin Title: Vice President BANK AUSTRIA AKTIENGESELLSCHAFT, by /s/J. Anthony Seay Name: J. Anthony Seay Title: Vice President by /s/Mark Nolan Name: Mark Nolan Title: Assistant Vice President BANK OF AMERICA ILLINOIS, by /s/W. Thomas Barnett Name: W. Thomas Barnett BANK OF MONTREAL, by /s/Michael P. Sassos Name: Michael P. Sassos Title: Director THE BANK OF NOVA SCOTIA, by /s/F.C.H. Ashby Name: F.C.H. Ashby Title: Senior Manager Loan Operations THE BANK OF TOKYO-MITSUBISHI, LTD. HOUSTON AGENCY, by /s/John W. McGhee Name: John W. McGhee Title: Vice President and Manager BANQUE NATIONALE DE PARIS, by /s/John L. Stacy Name: John L. Stacy Title: Vice President BANQUE PARIBAS, by /s/Marian Livingston Name: Marian Livingston Title: Vice President by /s/Michael Fiuzat Name: Michael Fiuzat Title: Vice President BARCLAYS BANK PLC, by /s/Carol A. Cowan Name: Carol A. Cowan Title: Director CHRISTIANIA BANK OG KREDITKASSE, by /s/Peter M. Dodge Name: Peter M. Dodge Title: First Vice President by /s/Carl-Petter Svendsen Name: Carl-Petter Svendsen Title: First Vice President DAI-ICHI KANGYO BANK, LTD., by /s/Masayoshi Komaki Name: Masayoshi Komaki Title: Vice President DEUTSCHE BANK, AG, SINGAPORE BRANCH, by /s/Raymond Lee Name: Raymond Lee Title: First Vice President, Head of Credit Department by /s/Tan Tiat Hern Name: Tan Tiat Hern Title: First Vice President, Head of Corporate Banking DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH, by /s/Wayde Colquhoun Name: Wayde Colquhoun Title: Vice President by /s/P. Douglas Sherrod Name: P.Douglas Sherrod Title: Vice President THE FIRST NATIONAL BANK OF CHICAGO, by /s/William V. Clifford Name: William V. Clifford Title: Vice President FIRST NATIONAL BANK OF COMMERCE, by /s/Joshua C. Cummings Name: Joshua C. Cummings Title: Assistant Vice President THE FUJI BANK, LIMITED, HOUSTON AGENCY, by /s/David Kelley Name: David Kelley Title: Sr. Vice President HIBERNIA NATIONAL BANK, by /s/Steven Nance Name: Steven Nance Title: Banking Officer THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW YORK BRANCH, by /s/Kensaku Iwata Name: Kensaku Iwata Title: Senior Vice President, Houston Office THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, by /s/Sadao Muraoka Name: Sadao Muraoka Title: Head of Southwest Region THE MITSUI TRUST AND BANKING COMPANY, LIMITED, by /s/Margaret Holloway Name: Margaret Holloway Title: Vice President and Manager MORGAN GUARANTY TRUST COMPANY OF NEW YORK, by /s/John Kowalczuk Name: John Kowalczuk Title: Vice President NATIONAL WESTMINSTER BANK PLC, by /s/David Rowley Name: David Rowley Title: Vice President NATIONAL WESTMINSTER BANK PLC (NASSAU BRANCH), by /s/David Rowley Name: David Rowley Title: Vice President THE NORINCHUKIN BANK, NEW YORK BRANCH, by /s/Takeshi Akimoto Name: Takeshi Akimoto Title: General Manager PT BANK NEGARA INDONESIA (PERSERO), by /s/Dewa Suthapa Name: Dewa Suthapa Title: General Manager P.T. BANK RAKYAT INDONESIA (PERSERO), by /s/Kemas M. Ariee Name: Kemas M. Ariee Title: General Manager by /s/David W. Opdyke Name: David W. Opdyke Title: Deputy General Manager REPUBLIC NATIONAL BANK OF NEW YORK, by /s/W.S. Eobie III Name: W. S. Eobie III Title: Senior Vice President THE ROYAL BANK OF SCOTLAND PLC, by /s/Russell M. Gibson Name: Russell M. Gibson Title: Vice President & Deputy Manager THE SAKURA BANK, LIMITED, NEW YORK BRANCH, by /s/Yasumasa Kikuchi Name: Yasumasa Kikuchi Title: Senior Vice President THE SANWA BANK LIMITED, DALLAS AGENCY, by /s/L.J. Perenyi Name: L. J. Perenyi Title: Vice President SOCIETE GENERALE, SOUTHWEST AGENCY, by /s/Elizabeth W. Hunter Name: Elizabeth W. Hunter Title: Vice President THE SUMITOMO BANK, LIMITED, by /s/Harumitsu Seki Name: Harumitsu Seki Title: General Manager THE TOKAI BANK, LIMITED, by /s/Kaoru Oda Name: Kaoru Oda Title: Assistant General Manager UNION BANK OF SWITZERLAND, HOUSTON AGENCY, by /s/Dan O. Boyle Name: Dan O. Boyle Title: Managing Director by /s/J. Finley Biggerstaff Name: J. Finley Biggerstaff Title: Assistant Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, by /s/ Richard R. Newman Name: Richard R. Newman Title: Vice President by /s/Thomas Lee Name: Thomas Lee Title: Associate EXHIBIT A-1 PROMISSORY NOTE $ New York, New York June 30, 1995 FOR VALUE RECEIVED, the undersigned, P.T. FREEPORT INDONESIA COMPANY, a limited liability company organized under the laws of Indonesia and also domesticated in Delaware (the "Borrower"), hereby promises to pay to the order of [name of Bank] (the "Bank"), at the office of The Chase Manhattan Bank (the "Administrative Agent"), at 270 Park Avenue, New York, New York 10017, on the Maturity Date as defined in the Credit Agreement entered into as of June 30, 1995 (as amended, restated or modified from time to time, the "Credit Agreement"), among the Borrower, FREEPORT-McMoRan COPPER & GOLD INC., a Delaware corporation, the Banks named therein, FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION (for purposes of Article VIII thereof only), as trustee for the Banks under the FI Trust Agreement (as defined therein), and the Agents (as defined in the Credit Agreement), the lesser of the principal sum of [amount of commitment] Dollars ($ ) and the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to Section 3.2 of the Credit Agreement, in lawful money of the United States of America in same day funds, and to pay interest from the date hereof on such principal amount from time to time outstanding, in like funds, at said office, at a rate or rates per annum and payable on such dates as determined pursuant to the Credit Agreement. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates determined as set forth in the Credit Agreement. The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this Promissory Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that any failure of the holder hereof to make a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Promissory Note and the Credit Agreement. This Promissory Note is one of the Promissory Notes referred to in the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity thereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Promissory Note and the borrowings evidenced hereby are entitled to the benefits of the FI Security Documents (as defined in the Credit Agreement). THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. P.T. FREEPORT INDONESIA COMPANY, by Name: Title: Loans and Payments Unpaid Name of Amount Payments Principal Person and Type Maturity Balance Making Date of Loan Date Principal Interest of Note Notation EXHIBIT A-2 PROMISSORY NOTE $ New York, New York June 30, 1995 FOR VALUE RECEIVED, the undersigned, FREEPORT- McMoRan COPPER & GOLD INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of [name of Bank] (the "Bank"), at the office of The Chase Manhattan Bank (the "Administrative Agent"), at 270 Park Avenue, New York, New York 10017, on the Maturity Date as defined in the Credit Agreement entered into as of June 30, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, P.T. FREEPORT INDONESIA COMPANY, a limited liability company organized under the laws of Indonesia and also domesticated in Delaware, the Banks named therein, FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION (for purposes of Article VIII thereof only), as trustee for the Banks under the FI Trust Agreement (as defined therein), and the Agents (as defined in the Credit Agreement), the lesser of the principal sum of [amount of commitment] Dollars ($ ) and the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to Section 3.2 of the Credit Agreement, in lawful money of the United States of America in same day funds, and to pay interest from the date hereof on such principal amount from time to time outstanding, in like funds, at said office, at a rate or rates per annum and payable on such dates as determined pursuant to the Credit Agreement. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates determined as set forth in the Credit Agreement. The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this Promissory Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that any failure of the holder hereof to make a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Promissory Note and the Credit Agreement. This Promissory Note is one of the Promissory Notes referred to in the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity thereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. FREEPORT-McMoRan COPPER & GOLD INC., by Name: Title: Note: All Schedules have been omitted and will be provided upon request.