0000064279-03-000006 Sample Contracts

MASTER AGREEMENT BY AND AMONG FREEPORT-McMoRan SULPHUR LLC, K1 USA ENERGY PRODUCTION CORPORATION AND McMoRan EXPLORATION CO. MAIN PASS BLOCK 299 MASTER AGREEMENT
Master Agreement • March 27th, 2003 • McMoran Exploration Co /De/ • Crude petroleum & natural gas • Delaware

This Master Agreement (the "Agreement") is dated as of October 22, 2002, by and among Freeport-McMoRan Sulphur LLC, a Delaware limited liability company ("FSC"), K1 USA Energy Production Corporation, a Delaware corporation and an indirect subsidiary of K1 Ventures Limited ("K1 USA"), K-Mc Venture I LLC, a Delaware limited liability company (the "Venture"), and McMoRan Exploration Co., a Delaware corporation ("MMR").

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of a Delaware Limited Liability Company December 16, 2002
Limited Liability Company Agreement • March 27th, 2003 • McMoran Exploration Co /De/ • Crude petroleum & natural gas • Delaware

This Amended and Restated Limited Liability Company Agreement of K-Mc Venture I LLC, a Delaware limited liability company (the “Company”), dated as of December ___, 2002, shall be binding on each party hereto and any other persons who may be hereinafter admitted as substituted members of the Company.

REGISTRATION RIGHTS AGREEMENT between McMoRan EXPLORATION CO. and K1 USA Energy Production Corporation REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 27th, 2003 • McMoran Exploration Co /De/ • Crude petroleum & natural gas • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December __, 2002, by and among McMoRan Exploration Co., a Delaware corporation (the “Company”), and K1 USA Energy Production Corporation (“K1”), which has received a warrant and may receive an additional warrant in the future (collectively, the “Warrants”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company.

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