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
Reference is made to 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
Escrow Agreement.
Simultaneously with the delivery of this letter,
Sellers have delivered to the Escrow Agent letters of transmittal
(the "Letters of Transmittal") to tender the Shares in the tender
offer of Buyer to purchase all the outstanding shares of Common
Stock of the Company (the "Offer").
Notwithstanding anything to the contrary in the Escrow
Agreement, Sellers and Buyer hereby jointly instruct the Escrow
Agent to deliver the Escrowed Property heretofore deposited with
the Escrow Agent under the Escrow Agreement to The Bank of New
York, as depositary for the Offer (the "Depositary"), together
with the Letters of Transmittal. Funds from the Deposit will be
used by the Depositary to pay for the Shares tendered in the
Offer.
If the Shares have not been accepted for payment by
Buyer and payment therefor shall not have occurred on July 17,
1997, then the tender of the Shares shall be deemed withdrawn and
(i) the Depositary shall return to the Escrow Agent, and the
Escrow Agent shall accept for deposit, the Escrowed Property, and
thereafter the Escrowed Property 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 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 Escrow Agreement remains
in full force and effect.
Very truly yours,
FMCC ACQUISITION CORP.
By:/s/Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Chairman and 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
THE BANK OF NEW YORK, as Escrow Agent
By:/s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
The foregoing is Accepted and Agreed to
as of the date first above written:
THE BANK OF NEW YORK, as Depositary
By:/s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
