Exhibit 4.21 CONFORMED COPY AMENDMENT dated as of March 7, 1997 (this "Amendment") to the Credit Agreement dated as of October 27, 1989 (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. PT Nusamba Mineral Industri ("PTMI"), an Indonesian limited liability company and a special purpose subsidiary owned 99% by PT Nusantara Ampera Bakti ("PT Nusamba") and 1% by PT Mapindo Parama ("PTMP", and together with PT Nusamba, the "PTMI Shareholders"), proposes to acquire for an aggregate purchase price not to exceed $312 million approximately 51% of the capital stock of PT Indocopper Investama Corporation ("PTII") that is currently owned or controlled by PT Bakrie & Brothers ("PTBB") and PT Bakrie Investindo ("PTBI", and together with PTBB, the "Bakrie Group"). PTII in turn owns 9.36% of the capital stock of FI. In conjunction with the acquisition, PTMI will finance (a) up to $256,000,000 of the purchase price and financing fees with the proceeds of a senior secured term loan facility (the "PTMI Facility") and (b) the remainder of such purchase in the amount of $61,780,000 through a combination of (i) a common equity contribution by the PTMI shareholders to PTMI and (ii) the issuance by PTMI of subordinated indebtedness to the PTMI shareholders in a principal amount not to exceed 50% of $61,780,000. The PTMI Facility will be structured as a five- year term loan, with full recourse to FCX through a Put and Guaranty Agreement (the "Put Agreement"). FCX will also loan to PTMI (on a subordinated basis) such amounts as may be necessary to cover any differences between the interest payments due on the PTMI Facility and the dividends received by PTMI in connection with its ownership interest in PT Indocopper Investama Corporation (the "Interest Shortfall Loans"). The PTMI Facility will be secured by a first priority pledge of the PTII shares held by PTMI (the "Pledged PTII Shares"), a pledge of all the capital stock of PTMI (the "Pledged Borrower Shares") and a first priority security interest in a dividend reserve account to be established for the deposit of all dividends attributable to PTMI's indirect interest in FI. FCX also will have a second priority lien on the Pledged PTII Shares and on the Pledged Borrower Shares to secure any amounts advanced by FCX to pay principal or interest on the PTMI Facility. Under the Put Agreement, FCX will be obligated to purchase the Pledged PTII Shares, the Pledged Borrower Shares, or the interests of the lenders under the PTMI Facility under certain conditions for a purchase price equal to the aggregate amount of the outstanding principal, interest and other amounts then owed by PTMI in respect of the PTMI Facility. Pursuant to the terms of the Credit Agreement, FCX's obligations under the Put Agreement would constitute a Guarantee of Debt of PTMI and would therefore count against the Borrowing Base. Moreover, FCX is limited by Section 5.2(l) in its ability to make a Guarantee on behalf of and/or loans to a Third Party. FCX and FI have requested that the Banks agree to amend the Credit Agreement in order to, among other things, modify the Borrowing Base determination and modify Section 5.2(l) to permit FCX to enter into and perform its obligations under the Put Agreement and to make the Interest Shortfall Loans; the Banks have advised FCX that they are willing to do so, on the terms and subject to the conditions hereinafter set forth. Accordingly, FCX, FI, the FI Trustee, the Banks and the Agents agree as follows: SECTION 1. Amendments. Effective as of the Effective Date, the Credit Agreement is hereby amended as follows: (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following defined terms in the appropriate alphabetical order: (i) "Interest Shortfall Loans" means the loans made by FCX to PTMI (on a subordinated basis) to cover any differences between the interest payments made on the PTMI Facility and the dividends received by PTMI in connection with its ownership interest in PT Indocopper Investama Corporation. (ii) "Obligations Amount" means the price at which FCX will be obligated to purchase the Pledged PTII Shares and/or the Pledged Borrower Shares or the interest of the lenders under the PTMI Facility under the terms of the Put Agreement, which will be an amount equal to the aggregate amount of the outstanding principal, interest and other amounts then owed by PTMI under the PTMI Facility. (iii) "Pledged Borrower Shares" means all the shares of capital stock of PTMI pledged by PT Nusantara Ampera Bakti and PT Mapindo Parama as security under the PTMI Facility, to the extent so pledged; (iv) "Pledged PTII Shares" means all shares of the capital stock of PT Indocopper Investama Corporation, now or hereafter owned by PTMI, pledged by PTMI as security under the PTMI Facility, to the extent so pledged. (v) "PTMI" means PT Nusamba Mineral Industri, an Indonesian limited liability company. (vi) "PTMI Facility" means the senior secured term loan agreement among PTMI, Chase, as administrative agent, Union Bank of Switzerland, as managing agent, and the financial institutions named therein in an aggregate principal amount of up to $256,000,000, which facility will be full recourse to FCX through the Put Agreement, and any and all notes or other instruments and all security agreements, pledge agreements and other agreements executed in connection therewith. (vii) "Put Agreement" means the Put and Guaranty Agreement among FCX and Chase, as security agent, pursuant to which Chase will be entitled to sell, for the Obligations Amount, to FCX all, but not a portion of, the Pledged PTII Shares, the Pledged Borrower Shares or all right, title and interest of the lenders in, to and under the PTMI Facility following the occurrence of an Event of Default (as defined in each of the Put Agreement and the PTMI Facility) and under certain other conditions specified in the Put Agreement. (b) Section 2.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "SECTION 2.1. Annual Determination of Borrowing Base. As of the Fifth Amendment Closing Date, and until the next redetermination of the Borrowing Base, the Borrowing Base shall be $2,000,000,000. FI shall, on or prior to April 1 in each year commencing with 1996, furnish to each Bank a Borrowing Base Certificate dated as of April 1 of such year. Such Borrowing Base Certificate shall have attached thereto (A) a report on the operations, results and outlook for the FI Project prepared by FI and satisfactory to the Administrative Agent, (B) a schedule setting forth the projected ownership interest of FI and FCX in each of the Restricted Subsidiaries and FCX's projected ownership interest in FI (other than any interest attributable to the Pledged PTII Shares) and the projected cash flow associated with the FI Project and the assets of each of the Restricted Subsidiaries of FI (an update of such schedule shall also be required to be delivered to each Bank on or prior to each Borrowing Base redetermination) and, commencing with the Borrowing Base Certificate due April 1, 1997, (C) FI's estimate of the market value of the Pledged PTII Shares and an explanation in reasonable detail of the manner in which such estimate was calculated, together with supporting information. On or prior to May 1 following the receipt by each Bank of such annual Borrowing Base Certificate, the Administrative Agent shall determine, based upon the information (including information as to projected cash flows) contained in such Borrowing Base Certificate and the reports and schedules attached thereto and on the Administrative Agent's Policies, a borrowing base calculation for FI (the "Borrowing Base") based on the projected future cash flow associated with the Base Production (as such term is defined in the Final FI Trust Agreement) and, after the RTZ Lender loan is repaid in full and so long as the Banks have a first priority security interest in the FIEC Interests under the Final FI Trust Agreement, the FIEC Interests and including, as an addition to the Borrowing Base, an amount equal to the lesser of (i) 50% of the market value of the Pledged PTII Shares (as determined by the Administrative Agent based on the information contained in the Borrowing Base Certificate and such other factors as the Administrative Agent shall deem relevant) and (ii) the Obligations Amount. The recommended Borrowing Base as determined by the Administrative Agent shall be promptly communicated to the Banks together with the list of the Nonrestricted Subsidiaries (if anyy) included in such calculation. The Banks shall promptly consider and approve or disapprovve the recommended Borrowing Base in writing, and upon approval of such recommendations by the Required Banks by written notice to the Administrative Agent, such approved amount shall constitute the then effective Borrowing Base. In the event that the Administrative Agent's recommended Borrowing Base is not approved by the Required Banks, the Administrative Agent shall work with the Banks to agree upon a revised Borrowing Base acceptable to Banks sufficient to constitute the Required Banks. Such determination of the Borrowing Base by the Administrative Agent and such approval or nonapproval by the Required Banks of the effective Borrowing Base shall be based on their respective Policies. Each such determination (and each redetermination as provided for below) of the Borrowing Base shall remain in effect until the next succeeding calculation and approval of the Borrowing Base in the manner provided in this Article II.". (c) Section 5.2(l) of the Credit Agreement is hereby amended by adding the following immediately after the last sentence: "Notwithstanding anything in this Section 5.2(l), FCX may enter into the Put Agreement and may make the Interest Shortfall Loans, and FCX's obligations under the Put Agreement and the Interest Shortfall Loans will not be included in the calculation of the $150,000,000 annual limit provided for above.". SECTION 2. Representations and Warranties. Each of FCX and FI represents and warrants as of the effective date of this Amendment 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 as of the date hereof when the Agents shall have received counterparts of this Amendment that, when taken together, bear the signatures of each of FCX, FI and the Required Banks. SECTION 4. 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 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. 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 7. Expenses. The Company agrees to reimburse the Agents for all out-of-pocket expenses incurred by it 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: Treasurer FREEPORT-MCMORAN COPPER & GOLD INC., by /s/ R. Foster Duncan -------------------- Name: R. Foster Duncan Title: Vice President and 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/ David P. Orr ------------------- Name: David P. Orr Title: 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/ Kyle Loughlin ----------------- Name: Kyle 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/ Signed -------------- Name: Title: BANK OF MONTREAL, by /s/ Michael D. Peist ------------------------ Name: Michael D. Peist Title: Director THE BANK OF NOVA SCOTIA, by /s/ A. S. Norsworthy ----------------------- Name: A. S. Norsworthy Title: Sr. Team Leader- 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 Stacy ----------------- Name: John Stacy Title: Vice President BANQUE PARIBAS, by /s/ Douglas R. Liftman ---------------------- Name: Douglas R. Liftman Title: Vice President by /s/ Brian Malone ------------------- Name: Brian Malone Title: Vice President BARCLAYS BANK PLC, by /s/ Carol A. Cowan ------------------ Name: Carol A. Cowan Title: Director CHRISTIANIA BANK OG KREDITKASSE, by /s/ William S. Phillips ----------------------- Name: William S. Phillips Title: Vice President by /s/ Peter M. Dodge ------------------ Name: Peter M. Dodge Title: First Vice President DAI-ICHI KANGYO BANK, LTD., by /s/ Masayoshi Komaki -------------------- Name: Masayoshi Komaki Title: Assistant Vice President DEUTSCHE BANK, AG, SINGAPORE BRANCH, by /s/ Raymond Lee --------------- Name: Raymond Lee Title: Head of Credit by /s/ Norbert Wanninger --------------------- Name: Dr. Norbert Wanninger Title: General Manager DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH, by /s/ Signed ---------------- Name: Title: by /s/ Signed --------------- Name: Title: THE FIRST NATIONAL BANK OF CHICAGO, by /s/ George R. Schanz ----------------------- Name: George R. Schanz Title: Vice President FIRST NATIONAL BANK OF COMMERCE, by /s/ Joshua C. Cummings ---------------------- Name: Joshua C. Cummings Title: Relationship Manager THE FUJI BANK, LIMITED, HOUSTON AGENCY, by /s/ David Kelly ------------------ Name: David Kelly Title: Senior 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/ Kazutoshi Kuwahara ------------------------- Name: Kazutoshi Kuwahara Title: Executive Vice President THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, by /s/ Satoru Otsubo ----------------- Name: Satoru Otsubo Title: Joint General Manager THE MITSUI TRUST AND BANKING COMPANY, LIMITED, by /s/ Margaret Holloway ---------------------- Name: Margaret Holloway Title: Vice President & Manager MORGAN GUARANTY TRUST COMPANY OF NEW YORK, by /s/ Signed ----------- Name: Title: NATIONAL WESTMINSTER BANK PLC, by /s/ Ian M. Plester --------------------- Name: Ian M. Plester Title: Vice President NATIONAL WESTMINSTER BANK PLC (NASSAU BRANCH), by /s/ Ian M. Plester --------------------- Name: Ian M. Plester Title: Vice President THE NORINCHUKIN BANK, NEW YORK BRANCH, by /s/ Signed ----------- Name: Title: PT BANK NEGARA INDONESIA (PERSERO), by /s/ Mohamed El-Shazly ------------------------ Name: Mohamed E. Shazly Title: Deputy General Manager P.T. BANK RAKYAT INDONESIA (PERSERO), by /s/ Kemas M. Arief -------------------- Name: Kemas M. Arief Title: General Manager by /s/ David W. Opdyke ---------------------- Name: David W. Opdyke Deputy General Manager REPUBLIC NATIONAL BANK OF NEW YORK, by /s/ Richard J. Ward --------------------- Name: Richard J. Ward Title: 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, HOUSTON AGENCY, 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, HOUSTON AGENCY, by /s/ Harumitsu Seki ------------------ Name: Harumitsu Seki Title: General Manager THE TOKAI BANK, LIMITED, by /s/ Signed ----------- Name: Title: 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/ Alan S. Bookspan -------------------- Name: Alan S. Bookspan Title: Vice President by /s/ Thomas Lee ----------------- Name: Thomas Lee Title: Associate YASUDA TRUST AND BANKING COMPANY, by /s/ Price I. Chenault ---------------------- Name: Price I. Chenault Title: First Vice President