AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT to Stock Purchase Agreement, dated as of January
4, 1985, by and among KANSAS CITY SOUTHERN INDUSTRIES, INC., a Delaware
corporation ("KCSI"), and THOMAS H. BAILEY, BERNARD E. NIEDERMEYER III,
MICHAEL STOLPER, and JACK R. THOMPSON, individuals (the "Selling Shareholders
of JCC").
WHEREAS, on April 13, 1984, the parties hereto (with the addition
of WILLIAM C. MANGUS) entered into a Stock Purchase Agreement (the
"Agreement") whereby, under the terms and conditions thereof, KCSI agreed to
purchase certain stock interests in Janus Capital Corporation (the "JCC
Shares");
WHEREAS, on January 4, 1985, the parties hereto entered into a
certain letter agreement (the "Letter Agreement") modifying the Agreement to
permit KCSI to acquire, as of December 31, 1984, additional JCC Shares from
the Selling Shareholders of JCC, such that KCSI holds 80% of the outstanding
capital stock of Janus Capital; and
WHEREAS, the parties desire to amend the Agreement as set forth
below in order to implement the terms of the Letter Agreement.
NOW, THEREFORE, in exchange for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Paragraphs 1.03 through 1.05 of the Agreement are hereby
deleted in their entirety, and the following are substituted in their place:
1.03 As of December 31, 1984, KCSI shall
purchase and each of the Shareholders of JCC other
than William C. Mangus (the "Remaining Shareholders
of JCC") shall sell, convey, assign, transfer and
deliver to KCSI, free and clear of all liens and
encumbrances, a total of 1,283,680 shares of JCC, in
the proportions specified below:
NAME OF SELLER NO. OF SHARES SOLD
-------------- ------------------
Thomas H. Bailey 1,159,933
Bernard E. Niedermeyer III 53,658
Michael Stolper 70,089
Jack R. Thompson -0-
1.04 Payment for the JCC Shares purchased by KCSI
pursuant to paragraph 1.03 shall be made on an
installment basis, as follows: As soon after each of
December 31, 1985, 1986 and 1987 as the amount of Net
After-Tax Earnings of JCC for each of the fiscal
years then ended has been determined as provided in
paragraph 2.04, but not later than 30 days after the
date of each such determination, KCSI shall deliver
to each of the Selling Shareholders of JCC a
certified or bank check in an amount equal to the sum
of (i) a principal payment in the amount of fifteen
times the Net After-Tax Earnings per share of JCC
times a number equal to one-third the number of
shares sold by each such Shareholder of JCC in
accordance with paragraph 1.03, and (ii) an amount
equal to interest computed at a rate of 14.75% per
annum from the later of January 1, 1985 or the date
of the last previous installment payment on the total
principal amount of the obligation outstanding at the
date of such payment (calculated by adding the
principal amount due at such installment as
calculated above, plus the principal amount that
would be due in future installments if the Net
After-Tax Earnings of JCC is unchanged at the time
that future principal payments are calculated).
The interest payable with respect to each
principal payment shall be based upon the actual
amount of such principal payment, although with
respect to the second and third installments, the
interest payable before the principal payment is
calculated can only be estimated as provided above.
At the time of the second and third installment
payments provided for hereby, an adjustment shall be
made for any overpayment or underpayment of interest
in the previous year or years with respect to that
principal payment, which has occurred as a result of
the Net After-Tax Earnings of JCC for the then
current year not being the same as for the previous
year, as was assumed in the previous year's interest
calculation."
2. Paragraph 3.03 of the Agreement is hereby deleted in its
entirety.
3. As soon as practicable after the date hereof, the Selling
Shareholders of JCC shall deliver to KCSI certificates representing the JCC
Shares sold pursuant to paragraph 1.03 of the Agreement, as revised.
4. The Selling Shareholders of JCC hereby represent and
warrant to KCSI the matters contained in paragraph 5.01 of the Agreement as
if such representations and warranties were herein restated in their entirety
with respect to the sale of JCC Shares provided for in paragraph 1.03 of the
Agreement, as revised.
5. For purposes of the sale of JCC Shares pursuant to
paragraph 1.03, as revised, KCSI and each of the Selling JCC Shareholders
hereby waives any right of first refusal it or he may have pursuant to
paragraph 9.01 of the Agreement.
6. Paragraph 9.15 of the Agreement is hereby deleted in its
entirety, and the following is substituted in its place:
"9.15 If after March 1, 1988, KCSI determines
to sell all of its shares of JCC for cash, stock or
other consideration, the then owners of the JCC
Shares not owned by KCSI shall at KCSI's request,
sell their shares of JCC to KCSI or to KCSI's
designee at the price which shall be the greater of
$1.6373 per share, fifteen times the Net After-Tax
Earnings per share of JCC for the fiscal year
immediately preceding the year of such sale or the
consideration to be received by KCSI in such
transaction, such sale to occur at such time and
place and in such manner as KCSI shall reasonably
request."
7. Paragraph 10.01 of the Agreement is hereby deleted in its
entirety, and the following is substituted in its place:
"10.01 If, after the Closing Date but prior to
March 1, 1988, there is an adverse change in
ownership of KCSI (as hereinafter defined), the
Remaining Shareholders of JCC other than KCSI shall
have the option in the manner provided in this
Article X either:
(a) to purchase from KCSI all JCC Shares
acquired by KCSI; or
(b) to require KCSI to purchase from them all
the JCC Shares still owned by them, provided the
condition precedent contained in paragraph 8.10 of
this Agreement shall be met or waived by KCSI prior
to such purchase."
8. The second sentence of paragraph 12.01 of the Agreement is
hereby deleted in its entirety.
9. All terms and provisions of the Agreement not hereby
amended shall remain in full force and effect.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By: /s/ Landon H. Rowland
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President
/s/ Thomas H. Bailey
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THOMAS H. BAILEY
/s/ Bernard E. Niedermeyer III
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BERNARD E. NIEDERMEYER III
/s/ Michael Stolper
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MICHAEL STOLPER
/s/ Jack R. Thompson
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JACK R. THOMPSON