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June 25, 1997
MS Financial, Inc.
000 X. Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Gentlemen:
This letter confirms our agreement that the Agreement and Plan of
Merger by and among us dated as of February 7, 1997 (the "Merger Agreement") is
amended as follows:
1. Sections 1.2 (g) and (h) of the Merger Agreement and all
references to Sections 1.2 (g) and (h) in the Merger Agreement are
deleted;
2. Section 1.2 (d) of the Merger Agreement is amended to read in
its entirety as follow:
"(d) Maximum and Minimum Exchange Ratio. Notwithstanding the
provisions of Section 1.2 (c) above and except for any adjustment made
pursuant to Section 1.2 (e), in no event will the Exchange Ratio exceed
.37 or be less than 0.28."
3. Sections 2.2 (f), 8.2, 8.3, 8.4, 8.5, 8.6, 8.10, 8.37, 8.61 and
8.70 of the Merger Agreement are deleted;
4. Section 7.1 (b) of the Merger Agreement is amended by changing
the date referenced therein from "June 30, 1997" to "August 15, 1997";
and
5. Section 8.77 of the Merger Agreement is amended to read in its
entirety as follows:
"8.77. "Per Share Amount" means $1.63, or such amount adjusted
pursuant to Section 1.2 (e) if such an adjustment is to be made."
Please acknowledge your agreement to the foregoing by signing this
letter in the space provided below.
Sincerely,
SEARCH FINANCIAL SERVICES INC.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Chairman of the Board and
Chief Executive Officer
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Letter: MS Financial, Inc.
June 25, 1997
Page 2
SEARCH CAPITAL ACQUISITION CORP.
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Senior Executive Vice President
Agreed:
MS FINANCIAL, INC.
By: /s/ XXXXX X. XXXXXX, XX.
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Xxxxx X. Xxxxxx, Xx., Chairman
The undersigned acknowledge (1) their agreement to the foregoing
amendments to the Merger Agreement (the "Amendment"), (2) that the Stockholders
Agreement dated as of February 7, 1997 by and among Search Financial Services,
Inc. and the undersigned (the "Stockholders Agreement") remains in full force
and effect and (3) that all references in the Stockholders Agreement to the
Merger Agreement shall be to the Merger Agreement as amended by the Amendment.
MS FINANCIAL SERVICES, INC.
By: /s/ XXXXX X. XXXXXX, XX.
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Xxxxx X. Xxxxxx, Xx.
MS DIVERSIFIED CORPORATION
By: /s/ XXXXX X. XXXXXX, XX.
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Xxxxx X. Xxxxxx, Xx., President
XXXXXX, XXXXX, XXXXXX, XXXXXX
FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: Xxxxxx, Xxxxx, Cressy, Rauner,
Inc., its General Partner
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Its: Principal
