REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN McMoRan EXPLORATION CO. AS ISSUER, AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HIBERNIA SOUTHCOAST CAPITAL, INC. JEFFERIES & COMPANY, INC., AND STERNE, AGEE & LEACH, INC. AS INITIAL PURCHASERS...Registration Rights Agreement • October 7th, 2004 • McMoran Exploration Co /De/ • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 6, 2004, by and between McMoRan Exploration Co., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Hibernia Southcoast Capital, Inc., Jefferies & Company, Inc. and Sterne, Agee & Leach, Inc. (the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated September 30, 2004 (the “Purchase Agreement”) between the Company and the Initial Purchasers.
COLLATERAL PLEDGE AND SECURITY AGREEMENT Dated as of October 6, 2004 among McMoRan EXPLORATION CO. as Pledgor, THE BANK OF NEW YORK as Trustee, and THE BANK OF NEW YORK as Collateral AgentCollateral Pledge and Security Agreement • October 7th, 2004 • McMoran Exploration Co /De/ • Crude petroleum & natural gas • New York
This Collateral Pledge and Security Agreement (as supplemented from time to time, this “Pledge Agreement”) is made and entered into as of October 6, 2004 among McMoRan EXPLORATION CO., a Delaware corporation (the “Pledgor”), having its principal offices at 1615 Poydras Street, New Orleans, Louisiana 70112, THE BANK OF NEW YORK, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street, Floor 8 West, New York, New York 10286, as trustee (in such capacity, the “Trustee”) for the holders (the “Holders”) of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below, and THE BANK OF NEW YORK, as collateral agent for the Trustee and the holders from time to time of the Notes referred to below (in such capacity, the “Collateral Agent”) and securities intermediary.
McMoRan EXPLORATION CO. INDENTURE Dated as of October 6, 2004 THE BANK OF NEW YORK TRUSTEEMcMoran Exploration Co /De/ • October 7th, 2004 • Crude petroleum & natural gas • New York
115,000,000 McMoRan EXPLORATION CO. 5.25% Convertible Senior Notes due 2011 Purchase AgreementMcMoran Exploration Co /De/ • October 7th, 2004 • Crude petroleum & natural gas • New York
McMoRan Exploration Co., a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers named in Schedule A hereto (the “Initial Purchasers”), for whom Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities Inc. are acting as representatives (the “Representatives”), the respective principal amounts set forth in Schedule A hereto of $115,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2011 (the “Initial Securities”). The Company also proposes to grant the Initial Purchasers the option described in Section 1(a)(ii) hereof to purchase all or any part of an additional $25,000,000 principal amount of such securities (the “Option Securities”). The Initial Securities and the Option Securities are hereinafter called, collectively, the “Securities.” The Securities will be issued pursuant to an Indenture to be dated as of October 6, 2004 (the “Indenture”) between the Company a
