Exhibit 4.3
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of December 28, 1998 to the Rights
Agreement dated as of November 13, 1998 (the "Rights Agreement") between
McMoRan Exploration Co., a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company (as successor to Mellon Securities Trust Company) (the "Rights
Agent").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. (a) Unless otherwise
specifically defined herein, each term used herein which is defined in
the Rights Agreement has the meaning assigned to such term in the
Rights Agreement. Each reference to "hereof", "hereunder", "herein"
and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the
Rights Agreement shall, after this Amendment becomes effective, refer
to the Rights Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby amended by restating
the definition of "Threshold Percentage" in its entirety to read in
full as follows: "Threshold Percentage" means (i) 35% with respect to
any Qualified Investor and its Affiliates and Associates and (ii) 25%
with respect to any other Person and its Affiliates and Associates.
(c) Section 1 of the Rights Agreement is hereby amended by adding the
following new definition in the appropriate alphabetical position:
"Qualified Investor" means any Person who has executed a standstill
agreement with the Company and has caused a counterpart of such
standstill agreement to be executed by each of such Person's
Affiliates and Associates who beneficially owns Common Stock,
substantially in the form of Exhibit D to this Agreement.
Section 2. Addition of Form of Standstill Agreement. The Exhibits to
the Rights Agreement are hereby amended by adding Exhibit A hereto as
Exhibit D to the Rights Agreement.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware
without regard to any applicable conflicts of law rules.
Section 4. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the
same instrument.
Section 5. Effectiveness. This Amendment shall become effective as of
the date first above written.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
McMoRan Exploration Co.
/s/Xxxxxxx X. Xxxxxxxx
By:_________________________
Xxxxxxx X. Xxxxxxxx,
Co-Chairman of the Board, President
and Chief Executive Officer
ChaseMellon Shareholder Services, L.L.C.,
as successor to Mellon Securities Trust Company
By:____________________________________
Name:
Title:
