EXHIBIT 4.2.1
October 29, 1998
Kansas City Southern Industries, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx
Re: Stockholder Agreement dated September 2, 1998
Gentlemen:
This letter confirms our understanding regarding a modification in the
Stockholder Agreement dated September 2, 1998 between Kansas City Southern
Industries, Inc. ("KCSI") and DST Systems, Inc. ("DST"). Capitalized terms used
in this letter shall have the meanings set forth in the Agreement.
DST and KCSI have agreed that, if the Closing Date of the Merger occurs
after December 1, 1998 and on or before December 31, 1998, the period referred
to in Section 4(a) of the Agreement will extend at least through February 15,
1999, notwithstanding any other provision of the Agreement to the contrary.
If this letter accurately sets forth our understanding, please sign a copy
as indicated below and return a signed copy to me.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Senior Vice President
and General Counsel
Confirmed and Agreed
Kansas City Southern Industries, Inc.
By /s/ Xxxxxx Xxxxxxx
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Date: 10/30/98
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