AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT (the "Amendment") to the Purchase and
Sale Agreement (the "Agreement") dated as of May 9, 2002 between
McMoRan Oil & Gas LLC ("McMoRan") and El Paso Production Company
("El Paso") is dated and effective as of May 22, 2002.
W I T N E S S E T H
WHEREAS, the parties to the Agreement desire to amend
Sections 2.02(b), 10.01, 10.02, 12.06 and 14.04 of the Agreement.
NOW THEREFORE, in consideration of the premises and of
the mutual promises herein contained, the parties hereto agree as
follows:
A G R E E M E N T
1. Amendment to Section 2.02(b). Section 2.02(b) of the
Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"(b) Except as is otherwise set forth in this
Purchase Agreement, from and after the Effective Date
and until Payout (as hereinafter defined), El Paso
agrees to bear all costs and risk of plugging and
abandoning all xxxxx drilled hereunder and all costs
associated with surface restoration and settlement of
oyster claims and further agrees to indemnify (as set
out in this Purchase Agreement), save and hold harmless
McMoRan from all such claims as to the interest
assigned hereunder. McMoRan agrees to assume and pay
its proportionate share of the plugging, abandonment,
surface restoration and all other costs of any of the
Assets made subject to the Reversionary Rights up to
the Effective Date and after Payout, and agrees to
indemnify (as set out in this Purchase Agreement), save
and hold harmless El Paso from all claims, suits,
damages, and liabilities relating thereto. El Paso
will acquire no interest in and incur no liability with
regard to any xxxxx, platforms, pipelines, or equipment
currently existing on the Properties or any of them."
2. Amendment to Section 10.01. Section 10.01 of the Agreement
is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"Section 10.01. Time and Place of Closing. If
the conditions referred to in Articles VIII and IX of
this Purchase Agreement have been satisfied or waived
in writing, and subject to any extensions pursuant to
Section 10.02, the transactions contemplated by this
Purchase Agreement (the "Closing") shall take place at
the offices of El Paso, located at Nine Greenway Plaza,
Houston, Texas, on (i) May 31, 2002 or (ii) at such
earlier date as the Parties may mutually agree upon or
(iii) at such date as may be extended pursuant to
Section 10.02 (the "Closing Date")."
3. Amendment to Section 10.02. Section 10.02 of the Agreement
is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"Section 10.02 Extension. The Closing Date may be
extended by mutual written agreement of the Parties and
shall be automatically extended until June 11, 2002 in
the event that on the Closing Date specified in Section
10.01 all conditions specified in Section 10.07 have
not been met.
4. Amendment to Section 12.06. Section 12.06 of the Agreement
is hereby deleted in its entirety and the following is
substituted in lieu thereof.
"Section 12.06. Limitations on Liabilities.
Notwithstanding anything to the contrary in this
Purchase Agreement, the liability of McMoRan and El
Paso under this Purchase Agreement and any documents
delivered in connection herewith or contemplated hereby
shall be limited as follows in Sections 12.07 and
12.08."
5. Effect of this Amendment. Except as specifically amended
hereby, the Agreement shall remain in full force and effect as in
existence on the date hereof and is hereby ratified and confirmed
in all respects.
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA,
WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES.
7. Counterparts. This Amendment may be executed in any number
of counterparts which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.
McMoRan OIL & GAS LLC
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Title: President
EL PASO PRODUCTION COMPANY
By: /s/ X. Xxxxxxx Granmar
-------------------------
Title: Attorney-in-Fact
