[FRP LETTERHEAD]
August 26, 1997
IMC Global, Inc.
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RE: Agreement for Sulphur Supply dated July 1, 1993
among Freeport-McMoRan Resource Partners,
Limited Partnership, IMC Fertilizer Inc. and IMC-
Agrico Company (the "Sulphur Supply Agreement")
Gentlemen:
In connection with the transactions contemplated in the Agreement and
Plan of Merger dated August 26, 1997 between IMC Global Inc. and
Freeport-McMoRan Inc. (the "Merger Agreement"), FRP will transfer its
interest in the Sulphur Supply Agreement to the company referred to in the
Merger Agreement as "Newco". (Terms not otherwise defined in this letter will
have the meaning ascribed to them in the Merger Agreement.) A question has
arisen in connection with Article III of the Sulphur Supply Agreement
relating to its term. In consideration of the benefits anticipated by them in
connection with the transactions contemplated in the Merger Agreement, FRP
and IGL wish to record their understanding as follows.
IGL and FRP acknowledge that, while not contemplated at this time, a
transaction or series of transactions could take place in the future as a
result of which IMC-Agrico Company's (the "Partnership's") phosphate
fertilizer operations could be acquired by transfer tor by operation of law by
IGL or a company controlling, controlled by or under common control with IGL
(an "Affiliate"), with or without the consequent termination of the
Partnership (an "IGL Acquisition Transaction"). IGL and FRP acknowledge and
agree that the "business of the Partnership" and the term of the Sulphur
Supply Agreement, as intended by Article III of the Agreement, will not be
deemed to end as a result of an IGL Acquisition Transaction.
IMC Global, Inc.
August 26, 1997
Page 2
This agreement is not intended to amend Article III or any other term of
the Sulphur Supply Agreement and is intended to be for the benefit of and
binding on FRP, Newco, IGL and its Affiliates, and the successors and assigns
of any of them.
Yours truly,
Freeport-McMoRan Resource Partners,
Limited Partnership
By: Freeport-McMoRan Inc.
Managing General Partner
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Senior Vice President
APPROVED AND AGREED:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Vice President
