Exhibit 2.1
Privileged and Confidential
May 31, 1995
The RTZ Corporation PLC &
RTZ Indonesia Limited
6 St. James's Square
London SW1Y 4LD
England
Attention: The Company Secretary
RTZ America, Inc.
100 Quentin Roosevelt Blvd.
Suite 503
Garden City, New York 11530
Attention: The Company Secretary
Ladies and Gentlemen:
Reference is made to the Agreement, dated as of
May 2, 1995, by and between Freeport-McMoRan Inc. ("Parent") and
Freeport-McMoRan Copper & Gold Inc. (the "Company), on the one
hand, and The RTZ Corporation PLC ("RTZ"), RTZ Indonesia Limited
(the "Purchaser") and RTZ America, Inc. ("RTZA"), on the other
hand (the "Agreement"). Capitalized terms used herein have the
meanings specified in the Agreement, unless otherwise defined
herein.
1. The parties agree that Section 9.5.1 of the
Agreement is not intended to, and does not restrict RTZ or its
Affiliates from acquiring Parent Common Stock upon conversion of
any 6.55% Notes, however such 6.55% Notes are acquired.
2. The parties agree that (a) the term
"Registrable Securities" in the Registration Rights Agreement,
dated as of May 12, 1995, by and among Parent, on the one hand,
and RTZ and RTZA, on the other hand (the "Parent Registration
Rights Agreement"), includes any shares of Parent Common Stock
acquired by RTZ or its Affiliates upon conversion of any 6.55%
Notes, however such 6.55% Notes are acquired, to the extent that
such shares of Parent Common Stock are not freely transferable by
RTZ or its Affiliates without registration under the Securities
Act and (b) the term "Registrable Securities" in the Registration
Rights Agreement, dated as of May 12, 1995, between the Company,
on the one hand, and RTZ, RTZA and the Purchaser, on the other
hand (the "Company Registration Rights Agreement") includes any
shares of Class B Common Stock acquired by RTZ and/or its
Affiliates in the Spin-Off as a result of ownership of Parent
Common Stock acquired by RTZ or its Affiliates upon conversion of
any 6.55% Notes, however such 6.55% Notes are acquired.
3. The first sentence of Schedule 9.5.2 to the
Agreement is hereby amended and restated to read in its entirety
as follows:
"RTZA, RTZ and their Affiliates will not during the
five-year period following the Spin-Off sell, exchange,
transfer or otherwise dispose of ("Dispose of") any
shares of Parent Common Stock received upon the
conversion of the 6.55% Notes or any shares of the
Class B Common Stock received in the Spin-Off with
respect thereto unless they first obtain either a
supplemental private letter ruling from the IRS or an
opinion of nationally recognized tax counsel,
reasonably satisfactory to Parent, that such sale,
exchange, transfer or other disposition (a
"Disposition") will not adversely affect the tax-free
nature of the Spin-Off or the ability of Parent to rely
on the Spin-Off Private Letter Ruling, in each case
other than with respect to Section 367(e); provided
that this restriction will not apply to the Disposition
by RTZA, RTZ and their Affiliates following the Spin-
Off of (i) shares of Parent Common Stock that, when
combined with any other shares of Parent Common Stock
Disposed of by RTZA, RTZ and their Affiliates following
the Spin-Off (other than in the manner described in
(iii) below), aggregate less than 1% of the number of
shares of Parent Common Stock outstanding immediately
following the Spin-Off, (ii) shares of Class B Common
Stock that, when combined with any other shares of
Class B Common Stock Disposed of by RTZA, RTZ and their
Affiliates following the Spin-Off (other than in the
manner described in (iii) below), aggregate less than
1% of the number of shares of Company Common Stock
outstanding immediately following the Spin-Off, or
(iii) shares of both Parent Common Stock and Class B
Common Stock where (x) such shares are Disposed of in
accordance with a single plan of disposition that has
been communicated by RTZA, RTZ or their Affiliates to a
sales agent, (y) the Disposition is completed within 60
business days from the date of the first sale of Parent
Common Stock or Class B Common Stock pursuant to such
plan and (z) the shares of Parent Common Stock and
Class B Common Stock Disposed of represent equal
percentages of the respective numbers of shares of the
Parent Common Stock and the Class B Common Stock that
RTZA, RTZ and their Affiliates, in the aggregate, held
immediately following the Spin-Off."
4. Except to the extent amended by this letter,
all of the provisions of the Agreement, the Parent Registration
Rights Agreement and the Company Registration Rights Agreement
shall continue in full force and effect and shall inure to the
benefit of and shall be binding upon the parties thereto and
their successors and permitted assigns.
If the foregoing accurately sets forth our
agreement, please so indicate by signing and returning to the
undersigned a copy of this letter, whereupon this letter
agreement shall become a binding agreement among us.
Very truly yours,
FREEPORT-McMoRan INC.
By /s/ James R. Moffett
Name: James R. Moffett
Title:Chairman of the Board
and Chief Executive Officer
FREEPORT-McMoRan COPPER &
GOLD, INC.
By /s/ Charles W. Goodyear
Name: Charles W. Goodyear
Title: Senior Vice President
and Chief Investment
Officer
ACCEPTED AND AGREED TO AS OF THE
DATE FIRST ABOVE WRITTEN:
THE RTZ CORPORATION PLC
By /s/ R. Adams
Name: Robert Adams
Title: Director
RTZ INDONESIA LIMITED
By /s/ M.M. Freeman
Name: Michael Freeman
Title: Director
RTZ AMERICA, INC.
By /s/ William M. Higgins
Name: William M. Higgins
Title: Vice President