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 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
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
