EXHIBIT 10.6
AMENDMENT TO MOXY
PARTICIPATION AND EXPLORATION
PROGRAM AGREEMENT
This Amendment (this "Amendment") to MOXY Participation and Exploration
Program dated as of __________, 1997 is by and between McMoRan Oil & Gas Co., a
Delaware corporation ("MOXY"), and Freeport-McMoRan Resource Partners, Limited
Partnership, a Delaware limited partnership ("FRP").
WITNESSETH
WHEREAS, MOXY and FRP have entered into that certain Master Agreement dated
July 14, 1997 (the "Master Agreement");
WHEREAS, in connection with the Master Agreement, FRP and MCN executed and
delivered the MCN Purchase Agreement providing for, among other things, FRP's
purchase all of MCN's right, title and interest in and to the MOXY/MCN Program
Agreement;
WHEREAS, on the date hereof, the transactions contemplated by the MCN
Purchase Agreement have been consummated, FRP has acquired all of MCN's right,
title and interest in and to the MOXY/MCN Program Agreement in accordance with
the terms thereof and MOXY and FRP desire to amend the MOXY/MCN Program
Agreement as set forth herein; and
WHEREAS, terms not otherwise defined herein shall have the same meaning
ascribed to them in Article VII of the Master Agreement.
NOW, THEREFORE, for and in consideration of the premises, covenants and
agreements and the representations and warranties contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
ARTICLE I
FRP agrees to assume all of the obligations of MCN provided for in the MCN
Program Agreement attributable to the period after the Effective Time (as such
term is used in the MCN Purchase Agreement), except as otherwise provided for in
this Amendment.
ARTICLE II
MOXY and FRP agree that the Program Term (as such term is used in the
MOXY/MCN Program Agreement) provided for in Section 1.11 of the MOXY/MCN Program
Agreement is amended to mean that period of time continuing until the earlier of
the Closing of the transactions
contemplated by the Master Agreement or December 31, 1997; provided, however,
that if the Closing does not occur, the MOXY/MCN Program shall continue as to
the exploration and development of prospects made subject to the MOXY/MCN
Program prior to the termination of the MOXY/MCN Program in accordance with the
terms hereof.
ARTICLE III
MOXY and FRP agree that the MOXY/MCN Program Agreement will extend to
include all Prospects presented by MOXY and accepted by FRP prior to the end of
the Program Term (as such term is used in the MOXY/MCN Program Agreement, as
amended by this Amendment) without the necessity of increasing the $35,000,000
of Exploration Expenditures provided for in Section 4.5 of the MOXY/MCN Program
Agreement; provided, however, that FRP agrees that, effective July 1, 1997,
General Overhead and Administrative Charges shall be $486,111.00 per month
during the balance of the Program Term. Any new Prospects presented by MOXY
pursuant to Section 7.2 of the MOXY/MCN Program Agreement shall not be committed
to the MOXY/MCN Program unless FRP agrees to accept such Prospect within a
period of three (3) working days from the date of such presentation.
ARTICLE IV
MOXY and FRP agree that all of the leases acquired by MOXY that are subject
to the terms of that certain letter agreement dated February 28, 1997 between
MOXY and FRP shall be included in the Exploration Program (as such term is used
in the MOXY/MCN Program Agreement) subject to the terms of Article III hereof.
Effective upon these leases being included in the Exploration Program, such
letter agreement shall terminate and have no further force or effect.
ARTICLE V
MOXY and FRP agree that FRP shall continue to lend to MOXY all amounts that
may be requested by MOXY in accordance with Section 4.3 of the MOXY/MCN Program
Agreement. MOXY and FRP agree that the Interest Rate (as such term is used in
the MOXY/MCN Program Agreement) provided for in Section 4.3 of the MOXY/MCN
Program Agreement is amended to be the annual rate publicly announced from time
to time by The Chase Manhattan Bank as its base rate plus 2%, and the reference
to the interest at the prime rate determined by the NBD Bank or its successor
bank plus 2% is hereby deleted from Section 4.3.
ARTICLE VI
This Amendment shall be construed in connection with and as part of the
MOXY/MCN Program Agreement, and except as modified and expressly amended by this
Amendment, all terms, conditions and covenants contained in the MOXY/MCN Program
Agreement are hereby ratified and shall be and remain in full force and effect.
This Amendment shall be deemed to be governed by, and construed in accordance
with, the laws of the State of Louisiana.
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IN WITNESS WHEREOF, each party has caused this Agreement to be signed by
its respective officers thereunto duly authorized, all as of the date first
written above.
McMoRan OIL & GAS CO.
By:
_________________________________________
Richard C. Adkerson
Co-Chairman of the Board and
Chief Executive Officer
FREEPORT-McMoRan RESOURCE PARTNERS,
LIMITED PARTNERSHIP
By: Freeport-McMoRan Inc., its
Administrative Managing General Partner
By:
___________________________________________
Rene L. Latiolais
President and Chief Executive Officer
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