EXHIBIT 99.8
MAGMA COPPER COMPANY
November 30, 1995
Warburg Pincus Capital Company, L.P.
00 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
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Re: Tender Agreement
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Dear Sir or Madam:
Reference is made to that certain Standstill Agreement (the
"Agreement"), dated as of November 30, 1988 between you ("Warburg") and Magma
Copper Company (the "Company"). This letter sets forth our understanding with
respect to the following matters:
1. The Company and Warburg waive the requirement set forth in the
Agreement that the Company obtain a fairness opinion from two nationally
recognized investment bankers in connection with a Business Combination (as
defined in the Agreement).
2. The Company waives the restrictions set forth in the Standstill
Agreement to the extent necessary to permit Warburg to enter into and perform
the Tender Agreement (the "Tender Agreement"), dated as of December 1, 1995 by
and between Warburg and The Broken Hill Proprietary Company Limited, a Victoria,
Australia corporation ("Offeror"), whereby Warburg has agreed (a) to validly
tender all of its shares of capital stock of the Company pursuant to a tender
offer by Offeror for the capital stock of the Company at a price of $28 per
share of common stock or common stock equivalent and (b) to vote in favor of a
merger of Sub with and into the Company.
This Letter Agreement is expressly conditioned upon receipt by the
Company of a duly executed counterpart of this letter.
Very truly yours,
MAGMA COPPER COMPANY
By: /s/ X. Xxxxxxx Winter
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Name: X. Xxxxxxx Winter
Title: President and Chief
Executive Officer
Accepted and Agreed to this
30th day of November, 1995
WARBURG PINCUS CAPITAL
COMPANY, L.P.
By: WARBURG, XXXXXX & CO.,
General Partner
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title:
