exhibit10_16.htm


    
      

    


    
      Exhibit
10.1

      Execution
Version



    __________________________________________________________________________________________

    


    


    Third
Amendment

    


    to

    


    Amended
and Restated Credit Agreement

    


    


    Dated
as of April 17, 2009

    


    


    among

    


    McMoran
Exploration Co.,

    As
Parent,

    


    McMoran
Oil & Gas LLC,

    as Borrower,

    


    


    The
Guarantors,

    


    JPMorgan
Chase Bank, N.A.

    as Administrative
Agent,

    


    


    GE
Business Financial Services Inc.,

    fka
Merrill Lynch Business Financial Services Inc.

    as Syndication
Agent,

     

    Toronto
Dominion (Texas) LLC, BNP Paribas,

    and
ING Capital LLC,

    as Documentation
Agents,

    


    and

    


    The
Lenders Party Hereto

    


    


    ____________________________________________________________________________________________

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Third Amendment To Amended
and Restated Credit Agreement

     

    THIS Third
Amendment to Amended and Restated Credit Agreement (this “Third Amendment”)
dated as of April 17, 2009, is among McMoran
Exploration Co., a Delaware corporation (the “Parent”), McMoran
Oil & Gas LLC,
a Delaware limited liability company (the “Borrower”), the
undersigned guarantors (the “Guarantors”, and
together with the Parent and the Borrower, the “Obligors”), each of
the lenders party to the Credit Agreement referred to below (collectively, the
“Lenders”),
JPMorgan
Chase Bank, N.A., as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity, the “Administrative
Agent”), GE Business Financial Services Inc., fka Merrill Lynch Business
Financial Services Inc., as syndication agent for the Lenders (in such capacity,
together with its successors in such capacity, the “Syndication Agent”),
and The Toronto Dominion (Texas) LLC, BNP Paribas, and ING Capital LLC, as
co-documentation agents for the Lenders (in such capacity, together with its
successors in such capacity, each a “Documentation
Agent”).

     

    R E C I T A L
S

     

    A.           The
Borrower, the Agents and the Lenders are parties to that certain Amended and
Restated Credit Agreement dated as of August 6, 2007 (as amended by the First
Amendment to Amended and Restated Credit Agreement dated June 20, 2008, the
Second Amendment to Amended and Restated Credit Agreement dated September 10,
2008, and as further amended from time to time, the “Credit Agreement”),
pursuant to which the Lenders have made certain credit available to and on
behalf of the Borrower.

     

    B.           The
Borrower has requested and the Administrative Agent and the Required Lenders
have agreed to amend certain provisions of the Credit Agreement.

     

    C.           NOW,
THEREFORE, to induce the Administrative Agent and the Lenders to enter into this
Third Amendment and in consideration of the premises and the mutual covenants
herein contained, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    Section
1. Defined
Terms.  Each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the Credit Agreement, as
amended by this Third Amendment.  Unless otherwise indicated, all
section references in this Third Amendment refer to sections of the Credit
Agreement.

     

    Section
2. Amendments to Credit
Agreement.

     

    2.1 Amendments to Section
1.02.

     

    (a) The
following definitions are hereby added where alphabetically appropriate to read
as follows:

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    “Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans or participations in Letters of Credit within
three (3) Business Days of the date required to be funded by it hereunder, (b)
notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender
in writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement, (c)
failed, within three (3) Business Days after request by the Administrative
Agent, to confirm that it will comply with the terms of this Agreement relating
to its obligations to fund prospective Loans and participations in then
outstanding Letters of Credit, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within three (3) Business Days of the date when due, unless the
subject of a good faith dispute, or (e) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment or
has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment.

     

    “Third Amendment”
means that certain Third Amendment to Amended and Restated Credit Agreement,
dated as of April 17, 2009, among the Parent, the Borrower, the Guarantors, the
Administrative Agent and the Lenders party thereto.

     

    (b) The
following definitions are hereby amended by deleting such definitions in their
entirety and replacing them with the following:

     

    “Agreement” means this
Amended and Restated Credit Agreement, as amended by the First Amendment, the
Second Amendment and the Third Amendment, including the Schedules and Exhibits
hereto, as the same may be amended or supplemented from time to
time.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect
on such day plus 1⁄2 of 1% or (c) the Adjusted LIBO Rate having an Interest
Period of one month on such day plus 1%.  Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or
the Adjusted LIBO Rate shall be effective from and including the effective date
of such change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted LIBO Rate, respectively.

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    “Applicable Margin”
means, for any day, with respect to any ABR Loan or Eurodollar Loan, as the case
may be, the applicable rate per annum set forth below based upon the Borrowing
Base Utilization Percentage then in effect:

     

    
      	
              
                Borrowing

                Base
      Utilization Percentage

              

            	
              
                Eurodollar

                Loans

              

            	
              
                ABR

                Loans

              

            
	
              > 90%

            	
              3.25%

            	
              2.25%

            
	
              > 75% and < 90%

            	
              3.00%

            	
              2.00%

            
	
              > 50% and < 75%

            	
              2.75%

            	
              1.75%

            
	
              <
      50%

            	
              2.50%

            	
              1.50%

            


    

     

    Each
change in the Applicable Margin shall apply during the period commencing on the
effective date of a change in the Borrowing Base Utilization Percentage and
ending on the date immediately preceding the effective date of the next such
change, provided, however, that if at any time the Borrower fails to deliver a
Reserve Report pursuant to Section 8.12(a), then the “Applicable Margin”
means the rate per annum set forth on the grid when the Borrowing Base
Utilization Percentage is at its highest level.

     

     

    “Commitment Fee Rate”
means, for any day, a rate per annum equal to 0.50%.

     

    2.2 Amendment to Section
2.08.  The following Subsection (l) shall be added to the end
of Section 2.08:

     

    (l)           Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

    (i)           if
any LC Exposure exists at the time a Lender is a Defaulting Lender, the Borrower
shall, within one Business Day following notice by the Administrative Agent,
cash collateralize such Defaulting Lender’s LC Exposure in accordance with the
procedures set forth in Section 2.08(j) for so long as such LC Exposure is
outstanding; and

    


    (ii)           the
Issuing Bank shall not be required to issue, amend or increase any Letter of
Credit unless it is satisfied that cash collateral will be provided by the
Borrower in accordance with Section 2.08(l)(i);

    


    provided that the foregoing shall not
affect the Borrower’s rights under Section 5.05.  The rights and
remedies against a Defaulting Lender under this Section 2.08 are in addition to
other rights and remedies that the Borrower, the Administrative Agent or any
other Lender may have 

     

    
      
        
        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

     

    against
such Defaulting Lender with respect to any funding default.

    


    Section
3. Borrowing
Base.  For the period from and including April 17, 2009 until
the next Redetermination Date, the Borrowing Base is
$235,000,000.  Notwithstanding the foregoing, the Borrowing Base may
be subject to further adjustments from time to time pursuant to Section 8.13,
Section 9.11(d) or Section 9.18.

     

    Section
4. Conditions
Precedent.  This Third Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 12.02 of the Credit Agreement):

     

    4.1 The
Administrative Agent shall have received from each of the Required Lenders, the
Parent, the Borrower and the Guarantors, counterparts (in such number as may be
requested by the Administrative Agent) of this Third Amendment signed on behalf
of such Person.

     

    4.2 The
Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable on or prior to the date hereof.

     

    4.3 No
Default shall have occurred and be continuing as of the date hereof, after
giving effect to the terms of this Third Amendment.

     

    The
Administrative Agent is hereby authorized and directed to declare this Third
Amendment to be effective when it has received documents confirming or
certifying, to the satisfaction of the Administrative Agent, compliance with the
conditions set forth in this Section 4 or the waiver of such conditions as
permitted hereby. Such declaration shall be final, conclusive and binding upon
all parties to the Credit Agreement for all purposes.

     

    Section
5. Miscellaneous.

     

    5.1 Confirmation.  The
provisions of the Credit Agreement, as amended by this Third Amendment, shall
remain in full force and effect following the effectiveness of this Third
Amendment.

     

    5.2 Ratification and
Affirmation; Representations and Warranties.  Each Obligor
hereby (a)
acknowledges the terms of this Third Amendment; (b) ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each Loan Document to which it is a party and agrees
that each Loan Document to which it is a party remains in full force and effect,
except as expressly amended hereby, notwithstanding the amendments contained
herein and (c)
represents and warrants to the Lenders that as of the date hereof, after giving
effect to the terms of this Third Amendment:  (i) all of the
representations and warranties contained in each Loan Document to which it is a
party are true and correct, except to the extent any such representations and
warranties are expressly limited to an earlier date, in which case, such
representations and warranties shall continue to be true and correct as of such
specified earlier date, (ii) no Default or Event of Default has occurred and is
continuing 

     

    
      
        
        

      

      
        Page
4

        
          

        

      

      
        
        

      

    

     

    and (iii)
no event or events have occurred which individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

     

    5.3 Counterparts.  This
Third Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of this Third Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

     

    5.4 NO ORAL
AGREEMENT.  THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.

     

    5.5 GOVERNING
LAW.  THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    5.6 Payment of
Expenses.  In accordance with Section 12.03 of the Credit
Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for
all of its reasonable out-of-pocket costs and reasonable expenses incurred in
connection with this Third Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.

     

    5.7 Severability.  Any
provision of this Third Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    5.8 Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    


    [SIGNATURE
PAGES BEGIN NEXT PAGE]

    



    
      
        
           

        

         


      

      
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5

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly
executed as of the date first written above.

     

    BORROWER:                                                                                     
MCMORAN OIL & GAS LLC

     

    By:           /s/ Kathleen L.
Quirk

    Kathleen L. Quirk, Vice
President

    


    PARENT:                                                                               
             MCMORAN
EXPLORATION CO.

     

    By:           /s/ Kathleen L.
Quirk

    Kathleen
L. Quirk, Senior Vice

    President
& Treasurer

    


    GUARANTORS:                                                                                   K-MC
VENTURE I LLC

    


    By:           MCMORAN
OIL & GAS LLC,

    its sole
member

    


    By:           /s/ Kathleen L.
Quirk

    Kathleen
L. Quirk, Vice President

    


    FREEPORT
CANADIAN

    EXPLORATION
COMPANY

    


    By:           MCMORAN
OIL & GAS LLC,

    its sole
member

    


    


    By:           /s/ Kathleen L.
Quirk

    Kathleen
L. Quirk, Vice President

    


    


    MCMORAN
INTERNATIONAL INC.

    


    By:           MCMORAN
OIL & GAS LLC,

    its sole
member

    


    


    By:           /s/ Kathleen L.
Quirk

    Kathleen
L. Quirk, Vice President


    
      
        
          Signature Page

          Third
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


                                                                                                                  
 JPMORGAN CHASE BANK, N.A.

    as Administrative Agent and as a
Lender

    


    


    By:           /s/ Jo Linda
Papadakis

    Name:                      Jo
Linda Papadakis

    Title:                      Vice
President

    


    



    
      
        
          Signature Page

          Third
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    GE BUSINESS FINANCIAL
SERVICES

    INC., fka Merrill Lynch Business Financial
Services

    Inc., as Syndication Agent and
as

    a
Lender

    


    


    By:        /s/
Matthew A. Toth III

    Name:         Matthew
A. Toth III

    Title:           Divisional
President

     


    
      
        
          Signature Page

          Third
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    BNP PARIBAS, as a Documentation
Agent

    and as a
Lender

    


    


    By:        /s/
Douglas R. Liftman

    Name:         Douglas
R. Liftman

    Title:           Managing
Director

    


    


    By:        /s/
Polly Schott

    Name:         Polly
Schott

    Title:           Director

    



    
      
        
          Signature Page

          Third
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    TORONTO DOMINION (TEXAS) LLC,
as

    a
Documentation Agent and as a Lender

    


    


    By:       /s/
Ian Murray

    Name:        Ian
Murray

    Title:          Authorized
Signatory

    



    
      
        
          Signature Page

          Third
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ING CAPITAL LLC, as a
Documentation

    Agent and
as a Lender

    


    


    By:       /s/
Charles Hall

    Name:        Charles
Hall

    Title:          Managing
Director

    


    



    
      
        
          Signature Page

          Third
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              U.S.
      BANK NATIONAL ASSOCIATION, as a
Lender

            


    

    


    


    By:____/s/ Mark E.
Thompson___________

    Name:  Mark E.
Thompson

    
      	
               
      

            	
              Title:  Senior
      Vice President

            


    

    



    
      
        
          Signature Page

          Third
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    CAPITAL ONE, N.A., as a
Lender

    


    


    By:        /s/
David R. Reid

    Name:         David
R. Reid

    Title:           Senior
Vice President


    
      
        
          Signature Page

          Third
Amendment