from SC 13D/A
1 page
The Rtz Corporation PLC 6 St. James's Square London Sw1y 4ld England Rtz America, Inc. 100 Quentin Roosevelt Boulevard Suite 503 Garden City, Ny 11530 May 12, 1995 Freeport-McMoRan Inc. 1615 Poydras Street New Orleans, La 70112 Dear Sirs: We Refer to the Agreement Dated as of May 2, 1995 by and Between Freeport-McMoRan Inc., a Delaware Corporation, and Freeport-McMoRan Copper & Gold Inc., a Delaware Corporation, on the One Hand, and the Rtz Corporation PLC, a Company Organized Under the Laws of England ("Rtz"), Rtz Indonesia Limited, a Company Organized Under the Laws of England and a Subsidiary of Rtz, and Rtz America, Inc., a Delaware Corporation ("Rtza") and a Subsidiary of Rtz, on the Other Hand (The "Purchase Agreement"). Capitalized Terms Used Herein and Not Otherwise Defined Are Used as Defined in the Purchase Agreement. the Purpose of This Letter Is to Confirm Our Mutual Understanding That if Rtz Requests Registration Under the Securities Act of the Shares of Parent Common Stock Acquired by Rtza Upon Conversion of the 6.55% Notes Acquired in the Tender Offer, a Reasonable Period of Time for Purposes of Section 7(a)(i) of the Purchase Agreement Will Include the Time Necessary to Prepare and File a Registration Statement Relating to Such Shares of Parent Common Stock and 60 Business Days Following the Effectiveness Thereof. if All Such Shares of Parent Common Stock Are Sold Prior to the End of Such 60 Business Day Period, the Period of Delay Required by Section 7(a)(i) of the Purchase Agreement Will End Upon the Completion of Such Sales. <page> Please Confirm in the Space Provided Below That the Foregoing Sets Forth Our Mutual Understanding. Sincerely, the Rtz Corporation PLC By: /S/ Allen Isaacson Name: Allen Isaacson Title: Attorney-In-Fact Rtz America, Inc. By: /S/ William M. Higgins Name: William M. Higgins Title: Vice President Confirmed: Freeport-McMoRan Inc. By: /S/ John G. Amato Name: John G. Amato Title: General Counsel - 2
