exhibit10_15.htm

         

    
      

    

    Exhibit 10.15


     

    Execution Version


    


    ____________________________________________________________________________________________

    


    


    Second
Amendment

    


    to

    


    Credit
Agreement

    


    


    Dated
as of September 10, 2008

    


    


    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

    


    


    ____________________________________________________________________________________________

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Second Amendment To Amended
and Restated Credit Agreement

     

    THIS Second
Amendment to Amended and Restated Credit Agreement (this “Second Amendment”)
dated as of September 10, 2008, 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 that certain
First Amendment to Amended and Restated Credit Agreement, 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 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
Second 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 Second Amendment.  Unless otherwise indicated, all
section references in this Second Amendment refer to sections of the Credit
Agreement.

     

    Section
2. Amendments to Credit
Agreement.

     

    2.1 Amendments to Section
1.02.

     

    (a) The
definition of “Agreement” is hereby
amended in its entirety to read as follows:

     

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Existing Convertible
Preferred” means the $257,910,000 6.75% Mandatory Convertible Preferred
Stock of the Parent mandatorily convertible on November 15, 2010 issued pursuant
to that Certificate of Designation dated November 7, 2007.

     

    “Second Amendment”
means that certain Second Amendment to Credit Agreement, dated as of September
10, 2008, among the Parent, the Borrower, the Guarantors, the Administrative
Agent and the Lenders party thereto.

     

    “Second Amendment Effective
Date” means September 10, 2008.

     

    2.2 Section
2.07.  Section 2.07(a) and the last paragraph of Section
2.07(d) are hereby amended to add the phrase “Section 8.18” after the phrase
“Section 8.13(d) [MMS approvals]” and “Section 8.13(d)”,
respectively.

     

    2.3 Section
8.18.  Section 8.18 is hereby amended to read as
follows:

     

    “Section
8.18.  Swap
Agreements.  The Parent shall maintain the hedge position
established by the Swap Agreements indentified in the most recent certificate
delivered under Section 8.01(d) during the period specified therein and shall
neither assign, terminate or unwind any such Swap Agreements nor sell any Swap
Agreements if the effect of such action (when taken together with any other Swap
Agreements executed contemporaneously with the taking of such action) would have
the effect of canceling its positions under such Swap Agreements; provided that
the Parent may terminate or otherwise cancel or unwind any Swap Agreement if (a)
the Parent shall have given prior written notice to the Administrative Agent of
such action, (b) the economic effect of such Swap Agreement was to increase the
Borrowing Base (or Conforming Borrowing Base) then in effect, the Required
Lenders shall have the right to adjust the Borrowing Base (or Conforming
Borrowing Base) to reflect such termination and (c) the Borrower shall have
(after giving effect to any termination payments associated with termination)
unused availability under this Agreement of not less than 15% of the then
current Borrowing Base.  Notwithstanding the foregoing, the Borrower
shall have the right to terminate the Swap Agreements listed on Schedule
8.18.”

     

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

    2.4 Section
9.04(a).  Section 9.04(a) is hereby amended by deleting the
word “and”  prior to clause (iv) and inserting a “comma” in lieu
thereof and by inserting the following clause at the end of such
Section:

     

    “and (v)
the Parent may make aggregate cash payments on or prior to November 15, 2010 in
an amount not to exceed $39,200,000 (less the amount of any dividends paid by
the Parent on the Existing Convertible Preferred after the Second Amendment
Effective Date) to the holders of the Existing Convertible Preferred to induce
such holders to convert the Existing Convertible Preferred into common Equity
Interests of the Parent, provided that before and after giving effect to each
such payment, no Default or Event of Default existed or would result and the
Borrower will have (after giving effect to such payment) unused availability
under this Agreement of not less than 15% of the then current Borrowing
Base.”

     

    Section
3. Conditions
Precedent.  This Second 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):

     

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

     

    3.2 The
Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable on or prior to the date hereof, including a work fee
payable to each Lender in an amount of $5,000.

     

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

     

    The
Administrative Agent is hereby authorized and directed to declare this Second
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 3 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.  Notwithstanding
the foregoing, this Second Amendment shall not become effective unless each of
the foregoing conditions is satisfied (or waived pursuant to Section 12.02 of
the Credit Agreement) at or prior to 1:00 p.m., New York New York time, on
September 15, 2008.

     

    Section
4. Miscellaneous.

     

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

     

    
      
        
        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

    4.2 Ratification and
Affirmation; Representations and Warranties.  Each Obligor
hereby (a)
acknowledges the terms of this Second 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 Second 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 and (iii) no event or events have occurred which individually or in
the aggregate could reasonably be expected to have a Material Adverse
Effect.

     

    4.3 Counterparts.  This
Second 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 Second Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.

     

    4.4 No Oral
Agreement.  This Second 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.

     

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

     

    4.6 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 Second 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.

     

    4.7 Severability.  Any
provision of this Second 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.

     

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

     


    
      
        
           

        

         


      

      
        Page
4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Second 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  

          Second
Amendment

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    JPMORGAN CHASE BANK,
N.A.,

    as Administrative Agent and as a
Lender

    


    


    By:       /s/ Michael A.
Kamauf                                               

    Name: 
Michael A. Kamauf

    Title:   
Vice President

    


    


    


    GE BUSINESS FINANCIAL
SERVICES 

    INC., fka Merrill Lynch Business Financial
Services 

    Inc., as Syndication Agent and
as

    a
Lender

    


    


    By:     
  /s/ Randall
Hornick                                         

    Name: 
Randall Hornick 

    Title:   
Authorized Signatory

     

    


     

    BNP
PARIBAS, as a Documentation Agent and as a Lender

    


    


    By:      
/s/ Polly
Schott                                            

    Name: 
Polly Schott

    Title:   
Director

    


    


    By:       /s/ Betsy
Jocher                                      

    Name: 
Betsy Jocher

    Title:   
Director

    


    


    TORONTO
DOMNION (TEXAS) LLC, as 

    a
Documentation Agent and as a Lender

    


    


    By:        /s/ Debbi L.
Brito                                           

    Name: 
Debbi L. Brito

    Title:   
Authorized Signatory

    


    


    
      
        
           Signature Page  2

          Second
Amendment

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ING
CAPITAL LLC, as a Documentation Agent and as a Lender

    


    


    By:        /s/ Charles E.
Hall                                        

    Name: 
Charles E. Hall

    Title:   
Managing Director

    


    


    
      	
               
      

            	
                        U.S. BANK NATIONAL
      ASSOCIATION

            


    

    


    


    By:        /s/ Mark E.
Thompson

    Name:   Mark E.
Thompson

    
      	
               
      

            	
                     
      Title:     Senior Vice
  President

            


    

     

    
      


      


      CAPITAL ONE, N.A., as a

      Lender

      


      


      By:       
/s/ Nancy
Moragas                                  

      Name:  
Nancy Moragas

      Title     
Senior Vice President

    

     

    
 

    
      
        
           Signature Page  3

          Second
Amendment

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    :

    
 

    Schedule
8.18

     

    Swap
Agreements In Place as of September 9, 2008

     

    
      	
              Natural
      Gas Hedging Summary (MMbtu)

            
	 
      	
              Hedged
      Volume (MMbtu)

            	
              Avg.
      Swap

              price

            
	
              Nov
      '08 - Dec '08

            	
              2,725,000

            	
              $ 9.158

            
	
              Total
      2008

            	
              2,725,000

               

            	 
      
	
              Jan
      '09 - June '09

            	
              6,171,000

            	
              $ 8.970

            
	
              Nov
      '09 - Dec '09

            	
              1,074,000

            	
              $ 8.968

            
	
              Total
      2009

            	
              7,245,000

               

            	 
      
	
              Jan
      '10 - June '10

            	
              2,096,000

            	
              $ 8.630

            
	
              Nov
      '10 - Dec '10

            	
              542,013

            	
              $ 8.610

            
	
              Total
      2010

            	
              2,638,013

               

            	 
      
	
              Total
      2008-2010

            	
              12,608,013

            	 
      


    

    


    


    
      	
              Crude
      Oil Hedging Summary (bbls)

            
	 
      	
              Hedged
      Volume (bbls)

            	
              Avg.
      Swap

              price

            
	
              Nov
      '08 - Dec '08

            	
              120,000

            	
              $72.300

            
	
              Total
      2008

            	
              120,000

               

            	 
      
	
              Jan
      '09 - June '09

            	
              277,000

            	
              $71.930

            
	
              Nov
      '09 - Dec '09

            	
              45,000

            	
              $71.160

            
	
              Total
      2009

            	
              322,000

               

            	 
      
	
              Jan
      '10 - June '10

            	
              100,000

            	
              $70.940

            
	
              Nov
      '10 - Dec '10

            	
              18,000

            	
              $70.640

            
	
              Total
      2010

            	
              118,000

               

            	 
      
	
              Total
      2008-2010

            	
              560,000

            	 
      


    

    


     


    
      
        
          Schedule
8.18