FMCC ACQUISITION CORP.
c/o FAHNESTOCK & CO. INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇▇)
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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the Shares shall be deemed withdrawn and (i) the Depositary shall return to the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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chairman & CEO
Acknowledged, Accepted and Agreed to as of the date first above written:
1888 LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: General Partner
DST SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and CFO
THE BANK OF NEW YORK, as Escrow Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
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The foregoing is Accepted and Agreed to as of the date first above written:
THE BANK OF NEW YORK, as Depositary
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
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