-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R+XiOpphwuvwl9xEO1OSKKNB8t6mFI+t1AO9b0/xu7jOA5qSHHkWl/9G61nH1pqY iGG3ymAAHKbRj3SqoGe0Ew== 0000906280-03-000422.txt : 20031002 0000906280-03-000422.hdr.sgml : 20031002 20031001173238 ACCESSION NUMBER: 0000906280-03-000422 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: K 1 VENTURES LTD CENTRAL INDEX KEY: 0001178750 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 23 CHURCH STREET STREET 2: #10-01/02 CAPITAL SQUARE CITY: SINGAPORE STATE: U0 ZIP: 049481 BUSINESS PHONE: 6564388898 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCMORAN EXPLORATION CO /DE/ CENTRAL INDEX KEY: 0000064279 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721424200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54951 FILM NUMBER: 03921642 BUSINESS ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045824000 MAIL ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 FORMER COMPANY: FORMER CONFORMED NAME: MCMORAN OIL & GAS CO DATE OF NAME CHANGE: 19970707 FORMER COMPANY: FORMER CONFORMED NAME: MCMORAN EXPLORATION CO DATE OF NAME CHANGE: 19790223 FORMER COMPANY: FORMER CONFORMED NAME: HORN SILVER MINES CO DATE OF NAME CHANGE: 19720620 SC 13D/A 1 schedule13d_092903.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

McMoRan Exploration Co.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

582411104

(CUSIP Number)

Sherry A. Stanley

2601 South Bayshore Drive

Coconut Grove, FL 33133

(305) 858-8119

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 30, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746 (11-02)

CUSIP No. 582411104
1.	Name of Reporting Person: k1 Ventures Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) N/A
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization			Singapore
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power	4,809,002
		8.	Shared Voting Power	0
		9.	Sole Dispositive Power	4,809,002
		10.	Shared Dispositive Power	0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person			4,809,002
12.	Check if the Aggregate Amount in Row (11) Excludes Shares (See Instructions)			N/A
13.	Percent of Class Represented by Amount in Row (11)			22.6%⁽¹⁾
14.	Type of Person Reporting (See Instructions)			HC

(1) Based on 16,717,266 shares of Common Stock of the Issuer outstanding as of August 31, 2003, plus warrants to acquire 2,500,000 shares of Common Stock of the Issuer held by an indirect subsidiary of the Reporting Person, plus preferred stock convertible into 2,079,002 shares of Common Stock of the Issuer held by a direct subsidiary of the Reporting Person.

Introductory Statement.

This Amendment No. 1 amends certain items of the Schedule 13D filed by k1 Ventures Limited dated December 16, 2002 (the "Original Schedule 13D") to report the issuance of additional warrants to purchase Common Stock of the Issuer. Capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 2. Identity and Background.

(a), (b), (c) and (f) This statement is filed by k1 Ventures Limited, a company incorporated in the Republic of Singapore (the "Reporting Person"), the direct parent of k1 Ventures (HK) Limited, a company organized under the laws of Hong Kong ("Sub"), and indirect parent of K-1 USA Energy Production Corporation, a corporation organized under the laws of the State of Delaware ("K-1 USA"), the entities that acquired the Common Stock.

The address of the Reporting Person's principal business office is 23 Church Street, #10-01/02 Capital Square, Singapore 049481. The address of Sub's principal business office is 26th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong. The address of K-1 USA's principal business office is 2601 South Bayshore Drive, Suite 1775, Coconut Grove, FL 33133. The Reporting Person is an investment firm that invests in a wide range of investments across diverse sectors, and is domiciled and incorporated in the Republic of Singapore.

The names, business addresses and citizenship of the directors and executive officers of the Reporting Person are as follows:

Name	Citizenship	Present Principal Occupation	Business Address
Steven Jay Green	U.S.	Chairman and CEO of the Reporting Person	2601 S. Bayshore Drive Suite 1775 Coconut Grove, FL 33133
Wong Yip Yan	Singapore	Deputy Chairman of the Reporting Person and Chairman of WYWY Group	17 Leng Kee Road Singapore 159092
Jeffrey A. Safchik	U.S.	Chief Operating Officer of the Reporting Person	2601 S. Bayshore Drive Suite 1775 Coconut Grove, FL 33133
Ang Kong Hua	Singapore	President, NatSteel Ltd	22 Tangong Kling Road Singapore 628048
Choo Chiau Beng	Singapore	Chairman and Managing Director of Keppel Fels Energy and Infrastructure Limited	31 Shipyard Road Singapore 628130
Lee Suan Yew	Singapore	Medical Practitioner	23 Church Street #10-01/02 Capital Square Singapore 049481
Lim Chee Onn	Singapore	Executive Chairman, Keppel Corporation Ltd.	23 Church Street #15-01 Capital Square Singapore 049481
Philip Ng Chee Tat	Singapore	CEO of Far East Organisations, Ltd.	06-00 6^th Story, Far East Plaza Singapore 228213
Tan Teck Meng	Singapore	Professor of Accounting, Singapore Management University	23 Church Street #10-01/02 Capital Square Singapore 049481
Teo Soon Hoe	Singapore	Executive Director and Group Finance Director, Keppel Corporation Ltd.	23 Church Street #15-01 Capital Square Singapore 049481

(d) None of the entities or natural persons identified in this Item 2 have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

(e) None of the entities or natural persons identified in this Item 2 have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

Item 4. Purpose of Transaction.

In accordance with the terms of an agreement between the Issuer and K-1 USA, the Issuer issued to K-1 USA on September 30, 2003 warrants to purchase up to 757,576 shares of the Common Stock at any time within five years at a price of $5.25 per share.

The Reporting Person (through its subsidiaries) acquired and continues to hold the Common Stock and securities convertible into Common Stock reported herein for investment purposes. Depending on market conditions and other factors that the Reporting Person may deem material to its respective investment decisions, the Reporting Person (or its subsidiaries) may purchase additional shares in the open market or in private transactions. Depending on these same factors, the Reporting Persons may sell all or a portion of the shares on the open market or in private transactions.

As of the date hereof, there are no plans or proposals that the Reporting Person has that relate to or would result in (a) the acquisition of securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's certificate of incorporation, by-laws, or other instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any change in the trading market of any class of securities of the Issuer; (i) a class of equity securities of the Issuer becoming eligible for termination of registration under the Securities Exchange Act of 1934; or (j) any action similar to any of the matters enumerated above.

Item 5. Interest in Securities of the Issuer.

(a), (b), and (d) The aggregate number of shares of Common Stock of the Issuer that the Reporting Person owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Securities Act of 1933, as amended, is 4,809,002 (consisting of 2,500,000 shares of Common Stock issuable upon the exercise of warrants granted by the Issuer to K-1 USA, 2,079,002 shares of Common Stock issuable upon the conversion of the Issuer's 5% Convertible Preferred Stock by Sub, and 230,000 shares of Common Stock owned by Sub). The Reporting Person has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,809,002 shares of the Common Stock. The Reporting Person affirms that no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by the Reporting Person.

(c) The Reporting Person had no transactions in the Common Stock in the past 60 days. The Issuer issued the warrant on September 30, 2003, to K-1 USA to acquire 757,576 shares of Common Stock at any time within five years at a price of $5.25 per share.

(e) Date the Reporting Person ceased to beneficially own more than 5% of shares:

Not applicable

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

K-1 USA and Freeport-McMoRan Sulphur LLC, a wholly owned subsidiary of Issuer ("FSC"), have formed a joint venture, K-Mc Ventures I LLC, a Delaware limited liability company ("K-Mc"). K-1 USA holds a two-thirds interest in K-Mc, and FSC holds the remaining one-third interest. As of the date hereof, K-1 USA has warrants to acquire an aggregate of 2,500,000 shares of the Common Stock at any time within five years of the date of issuance of the applicable warrant at a price of $5.25 per share, and Sub has the right to acquire, at its option, 2,079,002 shares of Common Stock upon the conversion of 5% convertible preferred stock of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.2 Warrant to Purchase Common Stock dated September 30, 2003.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

k1 Ventures Limited

September 26, 2003 By: /s/ Jeffrey A. Safchik

Date Jeffrey A. Safchik

Chief Operating Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)
EX-99 3 exhibit992.htm WARRANT CERTIFICATE

Exhibit 99.2

WARRANT TO PURCHASE SHARES OF COMMON STOCK

of

McMoRan EXPLORATION CO.

THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MCMORAN EXPLORATION CO. (THE "COMPANY") THAT SUCH REGISTRATION IS NOT REQUIRED.

Warrant Certificate No. 2

September 30, 2003

WARRANT TO PURCHASE SHARES OF COMMON STOCK

of

MCMORAN EXPLORATION CO.

This certifies that K-1 USA Energy Production Corporation, or its successors or assigns (the "Holder"), is entitled, subject to the terms set forth below, at any time during the Exercise Period (defined in Section 2.1 hereof) to purchase from McMoRan Exploration Co., a Delaware corporation, up to seven hundred fifty-seven thousand, five hundred seventy-six (757,576) fully paid and non-assessable shares (the "Warrant Shares") of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), at the purchase price per Warrant Share of $5.25 (the "Purchase Price"). The number of Warrant Shares issuable upon exercise of this Warrant and payment of the Purchase Price per Warrant Share shall be subject to adjustment from time to time as provided in Article III hereof.

ARTICLE I

Warrant

This Warrant is issued to the Holder in connection with that certain Master Agreement, dated as of October 22, 2002, by and among the Company, Freeport-McMoRan Sulphur LLC, K-1 USA Energy Production Corporation and K-Mc Venture I LLC (the "Master Agreement") and that certain letter agreement agreed and accepted on August 29, 2003, by and between the Company and K-1 USA Energy Production Corporation. This Warrant does not entitle the Holder to any rights as a stockholder of the Company, except as set forth herein and upon exercise.

ARTICLE II

Exercise

Section 2.1 Exercise. During the period beginning on the date hereof and ending on the fifth anniversary hereof (the "Exercise Period"), this Warrant may be exercised at any time on any business day for all or part of the Warrant Shares issuable hereunder by surrendering this Warrant at the principal office of the Company at 1615 Poydras Street, New Orleans, Louisiana 70112 (or at such other office of the Company in the United States as the Company may designate from time to time by notice in writing to the Holder), with (1) the form of exercise attached hereto fully executed, and (2) the payment in cash or immediately available funds of the Purchase Price multiplied by the number of Warrant Shares issuable upon the exercise (the "Aggregate Purchase Price"). This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date.

Section 2.2 Partial Exercise. This Warrant may, in accordance with the provisions of this Article II, be exercised for less than the full number of Warrant Shares. Upon any partial exercise, this Warrant shall be surrendered and a new warrant of the same tenor and for that number of Warrant Shares not purchased or satisfied pursuant to Section 2.3 upon such partial exercise shall be issued by the Company to the Holder.

Section 2.3 Satisfaction of Warrant Exercise in Cash. Notwithstanding any provision to the contrary contained herein, the Company may, at its option, elect to satisfy its obligation for the delivery of Warrant Shares issuable upon exercise of this Warrant in cash or partly in cash and partly by issuing Warrant Shares. If the Company elects to satisfy in cash some or all of the Warrant Shares, then the Company shall deliver cash and certificates, if applicable, to the Holder in accordance with Section 2.4.

Section 2.4 Delivery of Cash or Certificates.

(a) Within 5 days after the date the Holder exercises this Warrant, the Company shall:

(1) notify the Holder in writing of the number of Warrant Shares that the Company has elected to satisfy in cash, if any;

(2) return to the Holder in cash or immediately available funds an amount equal to the Purchase Price multiplied by the number of Warrant Shares that the Company has elected to satisfy in cash; and

(3) issue and deliver to the Holder a certificate or certificates for the Warrant Shares that the Company has not elected to satisfy in cash.

(b) If the Company has elected to satisfy in cash some or all of the Warrant Shares, then within 90 days after the date the Holder exercises the Warrant, the Company shall deliver to the Holder for any Warrant Shares it elects to satisfy in cash, an amount equal to 95% of the average per share closing price of the Company's Common Stock on the New York Stock Exchange (or any automated dealer quotation system on which the Common Stock is quoted) for the 10 trading days immediately preceding the date the Holder exercises this Warrant, multiplied by the number of Warrant Shares that the Company elects to satisfy in cash.

Section 2.5 Net Issue Exercise. If the fair market value of one share of the Common Stock is greater than the Purchase Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant in the manner provided in Section 2.1, the Holder may elect, subject to Sections 2.3 and 2.4, to receive upon surrender of this Warrant at the principal office of the Company, together with the properly endorsed form of cashless exercise in the form attached hereto, a number of shares of Common Stock equal to WS, as computed using the following formula:

WS = WCS (FMV-PP)

FMV

Where:

WS equals the number of shares of Common Stock to be issued to the Holder

WCS equals the number of Warrant Shares or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

FMV equals the average per share closing price of the Common Stock on the New York Stock Exchange (or any automated dealer quotation system on which the Common Stock is quoted) for the 10 trading days immediately preceding the date the Holder exercises this Warrant

PP equals the per share Purchase Price (as adjusted to the date of such calculation) of the Warrant.

ARTICLE III

Adjustments

Section 3.1 Adjustments to Warrant Rights. The number of Warrant Shares and the Purchase Price shall be subject to adjustment as follows:

(a) In case the Company shall at any time:

(i) pay a dividend (or other distribution) payable in shares of Common Stock on Common Stock;

(ii) subdivide the outstanding shares of Common Stock into a larger number of shares;

(iii) combine the outstanding shares of Common Stock into a smaller number of shares; or

(iv) pay a dividend or make a distribution to all holders of shares of Common Stock (other than a distribution subject to Section 3.1(b) pursuant to a stockholder rights plan, "poison pill" or similar arrangement);

then, and in each such case, (A) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Holder shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such Warrant been exercised for shares of Common Stock immediately prior to the occurrence of such event and (B) the Purchase Price immediately prior to the occurrence of such event shall be adjusted to equal the product of the Purchase Price multiplied by a fraction, the numerator of which shall be the number of Warrant Shares for which this Warrant is exercisable immediately prior to the adjustment and the denominator of which shall be the number of Warrant Shares for which this Warrant is exercisable immediately after such adjustment. An adjustment made pursuant to this Section 3.1(a) shall become effective retroactively (x) in the case of any such dividend or distribution, to the day immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

(b) In case the Company shall issue rights, warrants or options to all holders of Common Stock entitling them (for a period not exceeding 45 days from the date of such issuance) to subscribe for or purchase shares of Common Stock at a price per share less than the average per share closing price of the Company's Common Stock on the New York Stock Exchange (or any automated dealer quotation system on which the Common Stock is quoted) for the 10 trading days immediately preceding the record date mentioned below (the "Market Value"), then the Purchase Price shall be adjusted to a price, computed to the nearest cent, determined by multiplying the Purchase Price in effect immediately prior to the date of issuance of such rights or warrants by a fraction, of which

(i) the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or options, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Market Value (determined by multiplying such total number of shares by the exercise price of such rights, warrants or options and dividing the product by such Market Value), and of which

(ii) the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights warrants or options, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock that are so offered for subscription or purchase.

Such adjustment shall become effective immediately after the record date for the determination of holders entitled to receive such rights, warrants or options.

(i) distribute to all holders of shares of its Common Stock consisting exclusively of cash (excluding any cash portion of distributions referred to in Section 3.1(a) above, or cash distributed upon a merger or consolidation to which Section 3.1(i) below applies), that, when combined together with (x) all other such all-cash distributions made within the then-preceding 12 months in respect of which no adjustment has been made and (y) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its subsidiaries for shares of Common Stock concluded within the then-preceding 12 months in respect of which no adjustment pursuant to this Article III has been made, in the aggregate exceeds 15 percent of the Company's market capitalization (defined as the product of the Market Value for the period ending on the record date of such distribution times the number of shares of Common Stock outstanding on such record date) on the record date of such distribution;

(ii) complete a tender or exchange offer by the Company or any of its subsidiaries for shares of Common Stock that involves an aggregate consideration that, together with (A) any cash and other consideration payable in a tender or exchange offer by the Company or any of its subsidiaries for shares of Common Stock expiring within the then-preceding 12 months in respect of which no adjustment pursuant to this Article III has been made and (B) the aggregate amount of any such all-cash distributions referred to in Section 3.1(c)(i) to all holders of shares of Common Stock within the then-preceding 12 months in respect of which no adjustments have been made, exceeds 15 percent of the Company's market capitalization on the expiration of such tender offer; or

(iii) distribute to all holders of its Common Stock consisting of evidences of indebtedness, shares of its capital stock other than Common Stock or assets (including securities, but excluding those dividends, rights, options, warrants and distributions referred to in Section 3.1(b) above or this Section 3.1(c)),

then, and in each such case, the Purchase Price shall be adjusted to a price computed to the nearest cent, determined by multiplying the Purchase Price in effect immediately prior to the date of such distribution or completion of such tender or exchange offer, as the case may be, by a fraction of which

(A) the numerator shall be such Market Value less the then fair market value (as determined by the Board of Directors of the Company whose determination shall be conclusive evidence of such fair market price) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or paid in such tender or exchange offer, applicable to one share of Common Stock (but such numerator shall not be less than one); and of which

(B) the denominator shall be the Market Value for the period ending on the record date for the determination of stockholders entitled to receive such distribution, or, if such adjustment is made upon the completion of a tender or exchange offer, on the payment date for such offer;

provided, however, that no adjustment shall be made with respect to any distribution of rights to purchase securities of the Company if the Holder would otherwise be entitled to receive such rights upon exercise of the Warrant for shares of Common Stock unless such rights are subsequently redeemed by the Company, in which case such redemption shall be treated for purposes of this Section 3.1(c) as a dividend on the Common Stock. Such adjustment shall be made whenever any such distribution is made or tender or exchange offer is completed, as the case may be, and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

(d) In the case the Company at any time shall take any action affecting its Common Stock (it being understood that the issuance or sale of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock) to any person at a price per share less than the Purchase Price then in effect shall not be deemed such an action), other than an action described in any of Sections 3.1(a), 3.1(b), 3.1(c) or 3.1(i), then the Purchase Price shall be adjusted in such manner and at such time as the Board of Directors of the Company in good faith determines to be equitable in the circumstances.

(e) Notwithstanding anything herein to the contrary, no adjustment under this Article III need be made to the Purchase Price unless such adjustment would require an increase or decrease of at least one percent of the Purchase Price. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent of such Purchase Price.

(f) The Company reserves the right to make such reductions in the Purchase Price in addition to those required in the foregoing provisions as it considers advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the recipients. In the event the Company elects to make such a reduction in the Purchase Price, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Purchase Price.

(g) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Purchase Price then in effect shall be required by reason of the taking of such record.

(h) Upon any increase or decrease in Purchase Price pursuant to this Article III, the Company promptly shall deliver to the Holder notice describing in reasonable detail the event requiring the increase or decrease in the number of Warrant Shares or Purchase Price and the method of calculation thereof and specifying the increased or decreased number of Warrant Shares or Purchase Price in effect following such adjustment.

(i) In the event the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than a change in par value, or from par value to no par value, or from no par value to par value) or a reorganization or recapitalization (other than a dividend or other distribution, subdivision, combination, substitution or exchange of shares described in any of Sections 3.1(a) or 3.1(c)), or in the event of any consolidation or merger of the Company with or into another entity or any merger of another entity with or into the Company (other than a consolidation or merger in which the Company is the resulting or surviving entity and which does not result in any change of outstanding Common Stock), or in the event of any sale or other disposition to another person of all or substantially all of the assets of the Company (computed on a consolidated basis) (any of the foregoing, a "Special Transaction"), this Warrant shall, without the consent of any Holder, become exercisable at any time, at the option of the Holder thereof, only into the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Special Transaction by a holder of the number of shares of Common Stock for which this Warrant could have been exercised immediately prior to such Special Transaction, after giving effect to any adjustment event. The provisions of this Section 3.1(i) and any equivalent thereof in any such securities similarly shall apply to successive Special Transactions. The provisions of this Section 3.1(i) shall be the sole right of the Holder in connection with any Special Transaction and such Holders shall have no separate vote thereon.

(j) For purposes of this Article III, the number of shares of Common Stock at any time outstanding shall not include shares held in treasury of the Company. The Company shall not pay any dividend or make any distribution on Common Stock held in treasury of the Company.

(k) After each adjustment of the Purchase Price pursuant to this Section 3.1, the total number of Warrant Shares or fractional part thereof purchasable upon the exercise of the Warrant shall be proportionately adjusted to such number of shares or fractional parts thereof as the aggregate Purchase Price of the number of shares or fractional part thereof purchasable immediately prior to such adjustment will buy at the adjusted Purchase Price.

Section 3.2 Liquidation. If the Company shall, at any time, prior to the expiration of this Warrant, dissolve, liquidate or wind up its affairs, the Holder shall have the right, but not the obligation, to exercise this Warrant. Upon such exercise, the Holder shall have the right subject to Section 2.3 to receive, in lieu of the shares of Common Stock that the Holder otherwise would have been entitled to receive upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to the Holder upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock had the Holder been the holder of record of such shares of Common Stock receivable upon exercise of this Warrant on the date for determining those entitled to receive any such distribution. If any such dissolution, liquidation or winding up results in any cash distribution in excess of the Purchase Price, the Holder may, at the Holder's option, exercise this Warrant without making payment of the applicable Purchase Price and, in such case, the Company shall, upon distribution to the Holder, consider the applicable Purchase Price per Warrant Share to have been paid in full, and in making settlement to the Holder shall deduct an amount equal to the applicable Purchase Price from the amount payable to the Holder.

Section 3.3 Notice. Whenever this Warrant or the number of Warrant Shares issuable hereunder or Purchase Price is to be adjusted as provided herein or a dividend or distribution (in cash, stock or otherwise and including, without limitation, any distributions under Section 3.1) is to be declared by the Company, or a definitive agreement with respect to a Special Transaction has been entered into, the Company shall forthwith cause to be sent to the Holder at the last address of the Holder shown on the books of the Company, by first-class mail, postage prepaid, at least 5 business days prior to the record date specified in Section 3.3(a)(i) below or at least 10 business days before the date specified in Section 3.3(b) and Section 3.3(a)(ii) below, a notice stating in reasonable detail the relevant facts and any resulting adjustments and the calculation thereof, if applicable, and stating (if applicable):

(a) the date to be used to determine (i) which holders of Common Stock will be entitled to receive notice of such dividend, distribution, subdivision or combination (the "Record Date"), and (ii) the date as of which such dividend, distribution, subdivision or combination shall be made; or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision or combination are to be determined (provided, that in the event the Company institutes a policy of declaring cash dividends on a periodic basis, the Company need only provide the relevant information called for in this Section 3.3(a) with respect to the first cash dividend payment to be made pursuant to such policy and thereafter provide only notice of any changes in the amount or the frequency of any subsequent dividend payments), or

(b) the date on which a Special Transaction is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon consummation of the Special Transaction (the "Exchange Date").

Section 3.4 Fractional Interests. The Company shall not be required to issue fractions of shares of Common Stock upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable upon the exercise of this Warrant, the Company shall, upon such issuance, purchase such fraction for an amount in cash equal to the current value of such fraction, computed on the basis of the current market price on the last business day prior to the date of exercise.

ARTICLE IV

Payment of Taxes

All Warrant Shares shall be validly issued, fully paid and nonassessable and free of claims of preemptive rights, and the Company shall pay all issuance taxes and similar governmental charges that may be imposed in respect of the issue or delivery thereof, but in no event shall the Company pay a tax on or measured by the net income or gain attributed to such exercise. Notwithstanding the foregoing, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the Holder shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

ARTICLE V

Transfer and Exchange

Section 5.1 Securities Law Compliance. The Holder hereof represents that it is acquiring this Warrant for its own account and not with a view to any distribution or resale thereof within the meaning of the Securities Act. The Holder further agrees that it will not sell, assign or transfer any of this Warrant unless this Warrant shall have been registered for sale under the Securities Act or until the Company shall have received from counsel for the Holder an opinion to the effect that the proposed sale or other transfer of this Warrant by the Holder may be effected without such registration. The Holder acknowledges that, in taking this unregistered Warrant, it must continue to bear the economic risk of its investment for an indefinite period of time because such Warrant has not been registered under the Securities Act and further acknowledges that such Warrant cannot be sold unless it is subsequently registered under the Securities Act or an exemption from such registration is available. The Holder also acknowledges that appropriate legends reflecting the status of this Warrant under the Securities Act may be placed on the face of this Warrant at the time of its delivery to the Holder hereof.

Section 5.2 Transfer. This Warrant is issued upon the following terms, to all of which the Holder, by the taking hereof, consents and agrees:

(a) this Warrant is subject to the terms and provisions of the Master Agreement and the Registration Rights Agreement dated the date hereof, by and between McMoRan Exploration Co. and the Holder;

(b) subject to Sections 5.1 and 5.2(a), title to this Warrant may be transferred by endorsement (by the Holder executing the form of assignment at the end hereof) and delivery; and

(c) until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

ARTICLE VI

Loss or Mutilation

On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or a replacement hereof and, in the case of any such loss, theft or destruction, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant or a replacement, the Company at its expense will execute and deliver, in lieu thereof, a new warrant of like tenor.

ARTICLE VII

Reservation of Stock

The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, all Warrant Shares from time to time issuable upon the exercise of this Warrant and all shares of the Common Stock from time to time issuable upon the conversion of the Warrant Shares issuable upon the exercise of this Warrant.

ARTICLE VIII

Miscellaneous

Section 8.1 Notices. All notices and other communications from the Company to the Holder shall be mailed by first class registered or certified mail, postage prepaid, or sent by express overnight courier service or electronic facsimile transmission (with a copy by mail) at the address furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address to the Company in writing.

Section 8.2 Change, Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

Section 8.3 Headings. The headings in this Warrant are for purposes of convenience of reference only and shall not be deemed to constitute a part hereof.

Section 8.4 Law Governing. This Warrant shall be construed and enforced in accordance with and governed by the internal laws of Delaware, without reference to the conflicts of laws provisions in effect therein.

IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of the date first written above.

ATTEST: MCMORAN EXPLORATION CO.

By: /s/ Douglas N. Currault II By: /s/Nancy D. Parmelee

Douglas N. Currault II Nancy D. Parmelee

Assistant Secretary Senior Vice President,

Chief Financial Officer and

Secretary

FORM OF EXERCISE

(To be signed only on exercise of Warrant)

TO: MCMORAN EXPLORATION CO.

The undersigned, the holder of the Warrant attached hereto (the "Warrant"), hereby irrevocably elects to exercise the Warrant for, and to purchase thereunder, ___________ shares of the Common Stock of MCMORAN EXPLORATION CO., and herewith makes payment of $______________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to __________________________, tax identification number _________, whose address is ___________________________________.

Dated: ________________

___________________________________________________

(Signature must conform to name of the Holder as specified on the face of the Warrant

___________________________________________________

(Address)

FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto ________________________________ the right represented by the Warrant attached hereto (the "Warrant") to purchase ___________ shares of Common Stock of MCMORAN EXPLORATION CO. to which the Warrant relates, and appoints ____________________________________ Attorney-In-Fact to transfer such right on the books of MCMORAN EXPLORATION CO. with full power of substitution in the premises.

Dated: ________________

___________________________________________________

(Signature must conform to name of Holder as specified on the face of the Warrant)

___________________________________________________

(Address)

Signed in the presence of:

_________________________________

FORM OF CASHLESS EXERCISE

(To be signed only on exercise of Warrant pursuant to Section 2.5)

TO: MCMORAN EXPLORATION CO.

The undersigned, the holder of the Warrant attached hereto (the "Warrant"), hereby irrevocably elects to exercise the Warrant for [all] [___%] [select one] of the number of shares of Common Stock of MCMORAN EXPLORATION CO. to which the Holder is entitled under Section 2.5 of the Warrant, and requests that the certificates for such shares be issued in the name of, and delivered to __________________________, tax identification number _________, whose address is ___________________________________.

Dated: ________________

___________________________________________________

(Signature must conform to name of the Holder as specified on the face of the Warrant)

___________________________________________________

(Address)

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