FMCC ACQUISITION CORP.
c/o Fahnestock & Co. Inc.
000 Xxxx Xxxxxx (0xx Xxxxx)
Xxx Xxxx, XX 00000
June 17, 1997
First of Michigan Capital Corporation
1888 Limited Partnership
DST Systems, Inc.
Reference is made to that certain Tender Offer Agreement dated
as of June 11, 1997 (the "Tender Offer Agreement"), among us and you.
Capitalized terms used herein shall have the respective meanings ascribed
thereto in the Tender Offer Agreement.
Buyer, the Company and Sellers agree that the Tender Offer
Agreement hereby is amended as follows:
1. The third sentence of Section 2.2(e) is amended by
inserting the words "as of the Purchase Date and" after
the phrase "will constitute".
2. Clause (h) of Exhibit A to the Tender Offer Agreement is
amended in its entirety to read as follows:
"(h) immediately prior to and at the time shares of
Common Stock are accepted for payment, the entire
Board of Directors of the Company shall not be
composed of designees of Buyer, provided Buyer shall
have used its best efforts to make such designations
prior to the expiration of the Offer."
Except as amended hereby, the Tender Offer Agreement remains
in full force and effect.
Very truly yours,
FMCC ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
Accepted and Agreed to
as of the date first
above written:
FIRST OF MICHIGAN CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxx
-----------------------------
Name: Xxxxxx Xxxxx
Title: Chairman of the Board
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,
Chief Financial Officer
and Treasurer
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