FMCC ACQUISITION CORP.
c/o FAHNESTOCK & CO. INC.
000 XXXX XXXXXX (0XX XXXXX)
XXX XXXX, XX 00000
July 15, 1997
1888 Limited Partnership
DST Systems, Inc.
The Bank of New York, as Escrow Agent
The Bank of New York, as Depositary
Reference is made to: (1) that certain Securities Purchase
Agreement dated as of June 11, 1997 (the "Purchase Agreement"), between Buyer
and Sellers; and (2) that certain "Sellers" Escrow Agreement dated as of June
11, 1997 ("Escrow Agreement"), among Sellers, Buyer and the Escrow Agent.
Capitalized terms used herein shall have the respective meanings ascribed
thereto in the Purchase Agreement or the Escrow Agreement, as the case may be.
Notwithstanding anything that may be to the contrary in the
Purchase Agreement or the Escrow Agreement, (a) Sellers and Buyer shall cause
the mechanics of the closing of the purchase and sale of the Securities under
the Purchase Agreement to be effected in the tender offer (the "Offer")
heretofore commenced by Buyer in accordance with the Tender Offer Agreement, (b)
each Seller agrees not to withdraw (and will cause the Escrow Agent not to
withdraw) its Securities from the Offer, and (c) Sellers and Buyer jointly shall
cause the Escrow Agent to take such actions as are necessary or appropriate to
effectuate the provisions of this paragraph, including the transfer of the
Securities and the money heretofore deposited with the Escrow Agent under the
Escrow Agreement to The Bank of New York, as depositary for the Offer (the
"Depositary").
If the closing of the purchase and sale of the Securities in the
manner contemplated herein, including the payment of the consideration for the
Sellers Securities, shall not have occurred on July 17, 1997, then (i) Buyer
shall cause the Securities and the money deposited with the Escrow Agent
pursuant to the Escrow Agreement to be returned by the Depositary to the Escrow
Agent and thereafter will be held in escrow by the Escrow Agent pursuant to the
Escrow Agreement, (ii) the prior paragraph of this letter agreement shall become
null and void and thereafter have no further force or effect, and (iii) the
Purchase Agreement and the Escrow Agreement shall remain unaffected.
This letter agreement may be executed by the parties hereto
(including facsimile transmission) with separate counterpart signature pages or
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument.
Except as amended hereby, the Purchase Agreement and the Escrow
Agreement shall remain in full force and effect.
Very truly yours,
FMCC ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chairman & CEO
Acknowledged, Accepted and Agreed to as of the date first above written:
1888 LIMITED PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
DST SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and CFO
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Receipt of the foregoing is hereby Acknowledged:
THE BANK OF NEW YORK, as Escrow Agent
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK, as Depositary
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
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