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EXHIBIT 99.2
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on September 10, 1998, by and
among HM 4 FSC, L.P., a Texas limited partnership, Xxxxx, Muse Fund IV LLC, a
Texas limited liability company, and Xxxxxx X. Xxxxx, an individual
(collectively referred to herein as the "Filing Parties").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "Act"), requires that, when a Schedule 13D is filed on
behalf of more than one person, an agreement be executed and filed as an exhibit
to the Schedule 13D reflecting that the Schedule 13D is being filed on behalf of
all such persons:
NOW, THEREFORE, in consideration of the premises and the mutual
promises stated herein, the Filing Parties hereby agree as follows:
1. Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the shares of common stock, $.01 par value per share, of
Freeport McMoRan Sulphur Inc., a Delaware corporation.
2. Each Filing Party acknowledges and agrees that, pursuant to Rule
13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible to use
the Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D
and any amendments thereto and for the completeness and accuracy of the
information concerning such Filing Party contained in such Schedule 13D. None of
the Filing Parties, however, shall be responsible for the completeness or
accuracy of information concerning any other Filing Party contained in such
Schedule 13d, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
3. This agreement shall not be assignable by any Filing Party. Any
assignment in violation of the foregoing shall be null and void.
4. This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
5. This agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof.
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IN WITNESS WHEREOF, the undersigned hereby executed this Agreement
Among Filing Parties as of the date or dates indicated below.
XXXXXX X. XXXXX
Date: September 10, 1998 /s/ XXXXX X. XXXXXXX
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By: Xxxxx X. Xxxxxxx, Attorney-in-Fact
HM 4 FSC, L.P.
By: Xxxxx, Muse Fund IV LLC, its sole
general partner
Date: September 10, 1998 By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer and
Senior Vice President
XXXXX, MUSE FUND IV LLC
Date: September 10, 1998 By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer and
Senior Vice President
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