exhibit10_15.htm


    
      
        

      

    

    Exhibit 10.15

     

    EXECUTION VERSION


    


    First
Amendment

    


    to

    


    Credit
Agreement

    


    


    Dated
as of June 20, 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

    


    


    ____________________________________________________________________________________________

    


    



    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    First Amendment To Amended
and Restated Credit Agreement

     

    THIS First
Amendment to Amended and Restated Credit Agreement (this “First Amendment”)
dated as of June 20, 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, 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
First 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 First Amendment.  Unless otherwise indicated, all
section references in this First 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:

     

    
      
        
        

      

      
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    “Agreement” means this
Credit Agreement, as amended by the First 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:

     

    “First Amendment”
means that certain First Amendment to Credit Agreement, dated as of June 20,
2008, among the Parent, the Borrower, the Guarantors, the Administrative Agent
and the Lenders party thereto.

     

    “First Amendment Effective
Date” means June 20, 2008.

     

    2.2 Amendment to Section
2.07(a).  Section 2.07(a) is hereby amended in its entirety to
read as follows:

     

    (a)           Borrowing
Base.  For the period from and including the First Amendment
Effective Date to September 30, 2008, the amount of the Borrowing Base shall be
$500,000,000.  For the period from and including the First Amendment
Effective Date to the next Scheduled Redetermination Date, the Conforming
Borrowing Base shall be $400,000,000.

     

    On each
of October 1, 2008 and December 31, 2008, the Borrowing Base shall reduce on
each such date in an amount equal to $50,000,000 (the “Borrowing Base
Amortization”) and on December 31, 2008, the Conforming Borrowing Base
shall equal the Borrowing Base and all references to “Conforming Borrowing Base”
in this Agreement shall have no further force or effect.

     

    Notwithstanding
the foregoing, the Borrowing Base and the Conforming Borrowing Base may be
subject to further adjustments from time to time pursuant to Section 8.13(c) or
Section 9.12(d).

     

    Section
3. New Lenders, New Commitments
and New Agents.

     

    3.1 New Lenders and Reallocation
of Commitments and Loans.  The Lenders have agreed among
themselves, in consultation with the Borrower, to reallocate their respective
maximum Credit Amounts and Commitments and to, among other things, allow each of
Toronto Dominion (Texas) LLC and U.S. Bank National Association to become a
party to the Credit Agreement as a Lender, (each a “New Lender”) by
acquiring an interest in the total maximum Credit Amounts and Commitments and to
increase the maximum Credit Amounts and Commitment of ING Capital LLC (an “Increasing
Lender”).  The Administrative Agent and the Borrower hereby
consent to such reallocation and each New Lender’s and Increasing Lender’s
acquisition of an interest in the maximum Credit Amounts and
Commitments.  On the First 

     

    
      
        
        

      

      
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2

        
          

        

      

      
        
        

      

    

     

    Amendment
Effective Date and after giving effect to such reallocations, the maximum Credit
Amounts and Commitment of each Lender shall be as set forth on Annex I of this
First Amendment which Annex I supersedes and replaces the Annex I to the Credit
Agreement.  With respect to such reallocation, each New Lender and
Increasing Lender shall be deemed to have acquired the maximum Credit Amounts
and Commitment allocated to it from each of the other Lenders pursuant to the
terms of the Assignment and Assumption Agreement attached as Exhibit G to the
Credit Agreement as if such New Lender, such Increasing Lender and the other
Lenders had executed an Assignment and Assumption Agreement with respect to such
allocation.

     

    3.2 New Documentation Agents;
Appointment; Powers.

     

    (a) Each of
the Lenders and the Issuing Bank hereby irrevocably appoints Toronto Dominion
(Texas) LLC and ING Capital LLC, as a Documentation Agent for the
Lenders.  BNP Paribas shall also retain its appointment as a
Documentation Agent.

     

    (b) The
provisions of Article XI of the Credit Agreement apply to each new Documentation
Agent named in this First Amendment.

     

    Section
4. Conditions
Precedent.  This First 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 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 First 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 First Amendment.

     

    The
Administrative Agent is hereby authorized and directed to declare this First
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 First Amendment, shall
remain in full force and effect following the effectiveness of this First
Amendment.

     

    5.2 Ratification and
Affirmation; Representations and Warranties.  Each Obligor
hereby (a)
acknowledges the terms of this First Amendment; (b) ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each 

     

    
      
        
        

      

      
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    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 First 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.

     

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

     

    5.4 No Oral
Agreement.  This First 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 FIRST 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 First 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 First 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.

     

    


     


    
      
        
          


        

         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this First 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

          First
Amendment

          Page
1

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    JPMORGAN CHASE BANK,
N.A.,

    as Administrative Agent and as a
Lender

    


    


    By:  /s/ Jo Linda
Papadakis                          

    Name: Jo
Linda Papadakis

    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 F
Hornick                             

    Name: 
Randall F. Hornick

    Title:

     

    


     

    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/ Ian
Murray                                           

    Name: 
Ian Muray

    Title:

    


    
      
        
          Signature
Page

          First
Amendment

          Page
2

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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/ Daria
Mahoney                                 


    Name:  Daria Mahoney

    
      	
               
      

            	
                             
      Title:    Vice
President

            


    

    


    


    


    CAPITAL ONE, N.A., as a

    Lender

    


    


    By:  /s/ Stan G. Weiser
Jr.                          
                                  

    Name: 
Stan G. Weiser Jr.

    Title:   
Vice President

    



    
      
        
          


          Signature
Page

          First
Amendment

          Page
3

        

         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
I

     

    LIST
OF MAXIMUM CREDIT AMOUNTS

     

    Aggregate
Maximum Credit Amounts

     

    
      	
              Name
      of Lender

            	
              Applicable
      Percentage

            	
              Maximum
      Credit Amount

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              24.50%

            	
              $
      122,500,000.00

            
	
              GE
      Business Financial Services Inc.

            	
              24.50%

            	
              $
      122,500,000.00

            
	
              BNP
      Paribas

            	
              15.00%

            	
              $  75,000,000.00

            
	
              Toronto
      Dominion (Texas) LLC

            	
              15.00%

            	
              $  75,000,000.00

            
	
              ING
      Capital LLC

            	
              10.00%

            	
              $  50,000,000.00

            
	
              US
      Bank, N.A.

            	
              6.00%

            	
              $  30,000,000.00

            
	
              Capital
      One, N.A.

            	
              5.00%

            	
              $  25,000,000.00

            
	
              TOTAL

            	
              100.00%

            	
              $
      500,000,000.00

            


    

    


    



    
      
        
          


          Annex
I

          Page 1