MCMORAN EXPLORATION CO /DE/
AMENDMENT TO SULPHUR CREDIT FACILITY
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>mmr10201q.txt
<DESCRIPTION>AMENDMENT TO SULPHUR CREDIT FACILITY
<TEXT>


                                                Exhibit 10.20


                    AMENDMENT dated as of April 16, 2001 to the
          Credit Agreement dated as of December 12, 1997, as
          amended and restated as of November 17, 1998, as
          amended as of January 20, 1999 and as of August 11,
          2000 (the "Credit Agreement"), among FREEPORT-McMoRan
          SULPHUR LLC, a Delaware limited liability company (the
          "Borrower"); McMoRan EXPLORATION CO., a Delaware
          corporation, as guarantor (in such capacity, the
          "Guarantor"); the several lenders from time to time
          party thereto (collectively, the "Lenders"), THE CHASE
          MANHATTAN BANK, a New York banking corporation
          ("Chase"), as administrative agent for the Lenders (in
          such capacity, the "Administrative Agent"), as
          documentary agent for the Lenders (in such capacity,
          the "Documentary Agent") and as collateral agent for
          the Lenders (in such capacity, the "Collateral Agent";
          the Administrative Agent, the Documentary Agent and the
          Collateral Agent being, collectively, the "Agents") and
          HIBERNIA NATIONAL BANK, a national banking association
          ("Hibernia"), as co-agent for the Lenders (the "Co-
          Agent").


          WHEREAS, the Borrower and the Guarantor have requested
that the Lenders approve amendments to certain provisions of the
Credit Agreement;

          WHEREAS the Lenders are willing, on the terms, subject
to the conditions and to the extent set forth below, to amend
such provisions; and

          WHEREAS capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the
Credit Agreement.

          NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained, the
parties hereto hereby agree, on the terms and subject to the
conditions set forth herein, as follows:

          SECTION 1.  Amendments.  Effective as of the April
Amendment Effective Date (as defined in Section 3 hereof), the
Credit Agreement is hereby amended as follows:

          (a)  The following definitions are added to Section
1.01 in their appropriate alphabetical position:

               "April Amendment" means the Amendment to this
     Agreement dated as of April 16, 2001.

               "April Amendment Effective Date" is defined in
     Section 3 of the April Amendment.

               "Main Pass Oil Operations" means the businesses
     and operations of the Borrower relating to the hydrocarbon
     leasehold interests of the Borrower in the Main Pass Block
     299 Field."

          (b)  Each of the following definitions in Section 1.01
is amended and restated in its entirety as follows:

               "Applicable Margin" means (a) with respect to any
     outstanding LIBO Rate Loan, (i) at all times from the April
     Amendment Effective Date through July 31, 2001, 3.50% and
     (ii) at all times thereafter, 4.50%, (b) with respect to any
     Reference Rate Loan, (i) at all times from the April
     Amendment Effective Date through July 31, 2001, 0.50% and
     (ii) at all times thereafter, 1.50%, and (c) with respect to
     the Commitment Fees, 0.50%.

               "Loan Documents" means the Amendment, the April
     Amendment, the Credit Agreement, the Security Documents and
     all other agreements, certificates and instruments now or
     hereafter entered into in connection therewith or in
     furtherance thereof, in each case as amended and modified
     from time to time.

               "Maturity Date" means August 31, 2001.

          (c)  Section 2.05(a) is amended by adding the following
proviso immediately prior to the period at the end thereof:

          "; provided that for any day on or after the April
     Amendment Effective Date that the Applicable LIBO Rate is
     greater than the Applicable Reference Rate, each Reference
     Rate Loan outstanding on such day shall bear interest at the
     Applicable LIBO Rate".

          (d)  Section 2.10 is amended and restated in its
entirety as follows:

          "SECTION 2.10. Continuation and Conversion of Loans.
     On or after the April Amendment Effective Date, the Borrower
     shall not have the right to continue or convert any type of
     Loans as or into LIBO Rate Loans, and at the end of the
     Interest Period with respect to any outstanding LIBO Rate
     Loan, such Loan shall be converted into a Reference Rate
     Loan."

          (e) Section 5.01(p) is inserted in its entirety as
follows:

               "(p)  Sale of Main Pass Oil Operations.  In the
     event that any amount shall be due and payable under this
     Agreement on August 31, 2001 and such amounts shall not be
     paid in full on such date, the Borrower shall sell to MOXY
     the Main Pass Oil Operations owned by it no later than
     August 31, 2001.  The Net Proceeds of such sale shall be
     used to repay outstanding Loans and other amounts due and
     payable under this Agreement.  The Borrower agrees that the
     purchase price of the Main Pass Oil Operations shall reflect
     fair market value and shall be determined by reference to an
     updated reserve calculation by Ryder Scott Company or
     another independent firm approved by the Administrative
     Agent and the Co-Agent using oil and gas price assumptions
     agreed upon by the Borrower, the Agent and the Co-Agent.
     The Borrower agrees to initiate such updated calculations no
     later than August 1, 2001 if any amounts will be outstanding
     under the credit agreement on August 1, 2001."

          (f)  Section 5.02(e) is amended and restated in its
entirety as follows:

               (e)  Minimum EBITDA.  The Guarantor shall not
     permit the sum of the EBITDA for the six month period ending
     June 30, 2001 to be less than $2,500,000.

          (g)  Section 7.01(n) is amended by deleting the word
"and" at the end thereof.

          (h)  Section 7.01(o) is amended by replacing the period
at the end thereof with the text "; and".

          (i)  Section 7.01(p) is inserted in its entirety as
follows:

               "(p) within 30 days after the April Amendment
     Effective Date, (i) the Borrower and MOXY shall not have
     entered into a purchase and sale agreement that is in form
     and substance reasonably satisfactory to the Required
     Lenders and, in the judgment of the Required Lenders, is
     capable of being consummated no later than the Maturity Date
     requiring the Borrower to sell to MOXY the Main Pass Oil
     Operations owned by it in the event that all amounts due and
     payable under this Agreement have not been paid in full on
     the Maturity Date and (ii) the purchase and sale agreement
     required pursuant to clause (i) shall not have been entered
     into for the benefit of, and assigned to, the Lenders."

          SECTION 2.  Representations and Warranties.  Each of
the Borrower and the Guarantor represents and warrants to each of
the Lenders that, after giving effect to the amendments
contemplated hereby, (a) the representations and warranties of
the Borrower or the Guarantor, as applicable set forth in the
Loan Documents are true and correct in all material respects on
and as of the date of this April Amendment, except to the extent
such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties
shall be true and correct in all material respects as of the
earlier date) and (b) no Default or Event of Default has occurred
and is continuing.

          SECTION 3.  Effectiveness.  This April Amendment shall
become effective as of the first date (the "April Amendment
Effective Date") when the following conditions are satisfied:

               (a) The Administrative Agent (or its counsel)
     shall have received duly executed counterparts hereof that,
     when taken together, bear the signatures of each of the
     Borrower, the Guarantor and each of the Lenders;

               (b)  The Administrative Agent shall have received,
     on behalf of themselves and the Lenders, a favorable written
     opinion of Jones, Walker, Waechter, Poitevent, Carrere &
     Denegre, L.L.P., counsel for the Guarantor and the Borrower,
     in a form satisfactory to the Administrative Agent and
     counsel to the Administrative Agent, in each case (A) dated
     the April Amendment Effective Date, (B) addressed to the
     Agents and the Lenders, and (C) covering such matters
     relating to the Loan Documents, and the transactions
     contemplated thereby, as the Administrative Agent shall
     reasonably request, and each of the Guarantor and the
     Borrower hereby instructs such counsel to deliver such
     opinions.

               (c)  All legal matters incident to this April
     Amendment, the borrowings and extensions of credit under the
     Credit Agreement or the other Loan Documents shall be
     satisfactory to the Administrative Agent and counsel to the
     Administrative Agent.

               (d)  The Administrative Agent shall have received
     (i) a copy of the articles of organization, including all
     amendments thereto, of the Borrower and the certificate of
     incorporation, including all amendments thereto, of the
     Guarantor, each certified as of a recent date by the
     Secretary or Assistant Secretary of the Borrower and the
     Guarantor, and a long-form good standing certificate of each
     of the Borrower and the Guarantor as of a recent date, from
     the Secretary of State of the state of its organization;
     (ii) a certificate of the Secretary or Assistant Secretary
     of each of the Borrower and the Guarantor dated the April
     Amendment Effective Date and certifying (A) in the case of
     the Guarantor, that attached thereto is a true and complete
     copy of the by-laws of the Guarantor as in effect on the
     April Amendment Effective Date and at all times since a date
     prior to the date of the resolutions described in clause (B)
     below and, in the case of the Borrower, that attached
     thereto is a true and complete copy of the operating
     agreement of the Borrower as in effect on the April
     Amendment Effective Date and at all times since a date prior
     to the resolutions described in clause (B) below, (B) that
     attached thereto is a true and complete copy of resolutions
     duly adopted by the Board of Directors of the Guarantor,
     individually and in its capacity as the sole member of the
     Borrower, authorizing the execution, delivery and
     performance of the April Amendment, and that such
     resolutions have not been modified, rescinded or amended and
     are in full force and effect, (C) that neither the
     certificate of incorporation and by-laws of the Guarantor
     nor the articles of organization and the operating agreement
     of the Borrower have been amended since the date of the last
     amendment thereto shown on the certificate of good standing
     furnished pursuant to clause (i) above or date of the
     certificate furnished pursuant to clause (i) above, as
     applicable, and (D) as to the incumbency and specimen
     signature of each officer executing the April Amendment or
     any other document delivered in connection herewith on
     behalf of the Borrower and the Guarantor; (iii) a
     certificate of a Responsible Officer as to the incumbency
     and specimen signature of the Secretary or Assistant
     Secretary executing the certificate pursuant to clause (ii)
     above; and (iv) such other documents as the Administrative
     Agent or its counsel may reasonably request.

               (e)  The Agents shall have received a certificate,
     dated the April Amendment Effective Date and signed by a
     Responsible Officer of the Guarantor, confirming compliance
     with the conditions precedent set forth in paragraphs (i)
     and (iii) of Section 6.01.

               (f)  The Administrative Agent shall have received
     all fees and other amounts due and payable on or prior to
     the April Amendment Effective Date, including, to the extent
     invoiced, reimbursement or payment of all out-of-pocket
     expenses required to be reimbursed or paid by the Borrower
     hereunder or under any other Loan Document, such expenses to
     include the legal fees of Cravath, Swaine & Moore, counsel
     to the Agents.

          SECTION 4.  Amendment Fee.  The Borrower agrees to pay
to each Lender that executes and delivers a copy of this April
Amendment to the Administrative Agent (or its counsel) on or
prior to April 30, 2001 an amendment fee in an amount equal to
0.25% of such Lender's aggregate unused Commitment and
outstanding Loans as of the April Amendment Effective Date;
provided that the Borrower shall have no liability for any such
amendment fee if this Amendment does not become effective.  Such
amendment fee shall be payable to each Lender entitled to receive
such fee on (i) the April Amendment Effective Date, in the case
of each Lender entitled to receive such fee on the April
Amendment Effective Date, or (ii) the date that is two Business
Days after the date that the Administrative Agent (or its
counsel) receives an executed copy of this April Amendment from
such Lender, in the case of each Lender that becomes entitled to
receive such fee after the April Amendment Effective Date.

          SECTION 5.  Applicable Law.  THIS APRIL AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          SECTION 6.  No Other Amendments.  Except as expressly
set forth herein, this April Amendment shall not by implication
or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of any party under, the Credit
Agreement or any Loan Document, nor alter, modify, amend or in
any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any
Loan Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.  Nothing
herein shall be deemed to entitle the Borrower to a consent to,
or a waiver, amendment, modification or other change of, any of
the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document in
similar or different circumstances.  This April Amendment shall
apply and be effective only with respect to the provisions of the
Credit Agreement specifically referred to herein.
          SECTION 7.  Counterparts.  This April Amendment may be
executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken together
shall constitute but one contract.  Delivery of an executed
counterpart of a signature page of this April Amendment by
facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this April Amendment.

          SECTION 8.  Headings.  Section headings used herein are
for convenience of reference only, are not part of this April
Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this April Amendment.


          IN WITNESS WHEREOF, the Borrower, the Guarantor and the
undersigned Lenders have caused this April Amendment to be duly
executed by their duly authorized officers, all as of the date
first above written.

                         FREEPORT-McMoRan SULPHUR LLC,


                         by

                            Name:
                                      Title:










                              McMoRan EXPLORATION CO., as
                         Guarantor,

                         by
                            ________________________
                            Name:
                             Title:


                                             THE CHASE MANHATTAN
                         BANK, individually and as Administrative
                         Agent, Documentary Agent and Collateral
                         Agent,

                         by


                              Name:
                              Title:






                              HIBERNIA NATIONAL BANK,

                              by


                                 Name:
                                                      Title:





                              BANK OF MONTREAL,

                              by


                                 Name:
                                 Title:




                              THE BANK OF NOVA SCOTIA,

                              by


                                 Name:
                                                      Title:




                              THE BANK OF TOYKO-MITSUBISHI, LTD.,
                              HOUSTON AGENCY,

                              by


                                 Name:
                                                      Title:




                              BANK ONE, NA (f/k/a Bank One
                              Louisiana, NA)

                              by


                                 Name:
                                                      Title:




                              THE FUJI BANK LIMITED-HOUSTON
                              AGENCY,

                              by


                                 Name:
                                                      Title:




                              MELLON BANK, N.A.,

                              by


                                 Name:
                                                      Title:





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