EXHIBIT 10.1


THIRD AMENDMENT TO
CREDIT AGREEMENT


THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
dated as of April 16, 2007 to the Credit Agreement referenced below is by and
among DST Systems, Inc., a
Delaware corporation (the “Borrower”), the Lenders identified on the signature pages hereto and Bank of America, N.A. as Administrative
Agent, L/C Issuer and Swing Line Lender (the “Administrative Agent”).


WITNESSETH


WHEREAS, $600 million in credit facilities have been
established in favor of the Borrower pursuant to the terms of that Credit
Agreement dated as of June 28, 2005 (as modified by that certain Consent dated
as of December 22, 2005, as amended by that certain First Amendment to Credit
Agreement dated as of February 17, 2006, that certain Second Amendment to
Credit Agreement dated as of September 1, 2006 and as may be further amended,
restated, modified or supplemented from time to time, the “Credit Agreement”)
among the Borrower, the Lenders identified therein (the “Lenders”) and
the Administrative Agent;


WHEREAS, the Borrower has requested that the Lenders
amend the Credit Agreement to modify certain provisions contained therein; and


WHEREAS, the Required Lenders have agreed to amend
the Credit Agreement on the terms and subject to the conditions set forth
herein.


NOW, THEREFORE, IN CONSIDERATION of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


1.                                       Defined Terms. 
Capitalized terms used herein but not otherwise defined herein shall
have the meanings provided to such terms in the Credit Agreement.


2.                                       Amendments.  Subject to the satisfaction of the conditions precedent set forth in
Section 3 hereof, the Credit Agreement is amended in the following respects:


(a)                                  Section 1.01 of the
Credit Agreement is hereby amended by adding the following definition in
alphabetical order:


“Securitization
SPE” means a special purpose entity that is a Subsidiary of the Borrower
and that is formed for the sole and exclusive purpose of entering into one or
more Permitted Securitization Transactions and engaging in the purchase, sale,
pledging and financing of Receivables in connection with and pursuant to such
Permitted Securitization Transactions.











(b)                                 Section 8.01(m) of the
Credit Agreement is hereby deleted
in its entirety and replaced with the following:


(m)                               any interest of title of a buyer in connection
with, and Liens arising pursuant to, a Permitted Securitization Transaction;


(c)                                  Section 8.09(a) of the Credit Agreement is
hereby amended by deleting the word “and”
at the end of clause (iv) thereof, renumbering existing clause (v) thereof to
clause (vi) and adding a new clause (v) as follows:


(v)                                 Restrictions and
limitations applicable to a Securitization SPE in connection with a Permitted
Securitization Transaction; and


3.                                       Conditions
Precedent.  This
Amendment shall become effective upon the satisfaction of the following
conditions:


(a)                                  Execution of
Counterparts of Amendment.  Receipt
by the Administrative Agent of counterparts of this Amendment duly executed by
the Borrower, the Administrative Agent and the Required Lenders; and


(b)                                 Fees and
Expenses.  The payment
by the Borrower to the Administrative Agent (or its Affiliates) of all fees and
reasonable expenses relating to this Amendment which are due and payable on the
date hereof including all reasonable out of pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including, without limitation, the reasonable fees and
expenses of Moore & Van Allen PLLC, special counsel to the Administrative
Agent.


4.                                       Representations and Warranties.  The
Borrower hereby represents and warrants
that (a) it has the requisite corporate power and authority to execute, deliver
and perform this Amendment, (b) it is duly authorized to, and has been
authorized by all necessary corporate action to, execute, deliver and perform
this Amendment, (c) no consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental authority
or third party is required in connection with the execution, delivery or
performance by it of this Amendment, (d) the execution, delivery and
performance by it of this Amendment do not and will not conflict with, result
in a breach of or constitute a default under the articles of incorporation,
bylaws or other organizational documents of the Borrower or any of its
Subsidiaries or any indenture or other material agreement or instrument to
which any such Person is a party or by which any of its properties may be bound
or the approval of any Governmental Authority relating to such Person except as
could not reasonably be expected to have a Material Adverse Effect, (e) the representations and warranties contained
in Article VI of the Credit Agreement are true and correct in all material
respects on and as of the date hereof as though made on and as of such date
(except for those which expressly relate to an earlier date) and (f) no Default
or Event of Default exists under the Credit Agreement on and as of the date
hereof and after giving effect to this Amendment, or will occur as a result of
the transactions contemplated hereby.











5.                                       No Other Changes; Ratification. 
Except as expressly modified hereby, all of the terms and provisions of
the Credit Agreement (including schedules and exhibits thereto) and the other
Loan Documents shall remain in full force and effect.  The term “this Agreement” or “Credit
Agreement” and all similar references as used in each of the Loan Documents
shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as herein specifically agreed, the
Credit Agreement is hereby ratified and confirmed and shall remain in full
force and effect according to its terms.


6.                                       Counterparts; Facsimile/Email.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.  Delivery of an
executed counterpart of this Amendment by telecopy or electronic mail by any
party hereto shall be effective as such party’s original executed counterpart.


7.                                       Governing Law.  This
Amendment shall be deemed to be a contract made under, and for all purposes
shall be construed in accordance with, the laws of the State of New York.


8.                                       Entirety. This Amendment and the other Loan Documents embody the entire
agreement between the parties and supersede all prior agreements and
understandings, if any, relating to the subject matter hereof.  These Loan Documents represent the final
agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties.  There are no oral agreements between the
parties.


IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.


	
  BORROWER:

  	
  DST SYSTEMS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kenneth V.
  Hager

  	
   

  
	
   

  
	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
  Title:

  	
  Vice President, Chief Financial Officer and

  
	
   

  	
   

  	
  Treasurer

  



 


 


	
  ADMINISTRATIVE AGENT

  	
   

  	
   

  
	
  AND
  LENDERS:

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mollie S.
  Canup

  	
   

  
	
   

  	
   

  	
  Name:  Mollie S. Canup

  
	
   

  	
   

  	
  Title:  Vice President

  



 











 


	
  

  	
   

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

  	
   

  	
  as a Lender, L/C
  Issuer and Swing Line Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Aileen
  Supena

  	
   

  
	
   

  	
   

  	
  Name:  Aileen Supena

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI, UFJ,

  CHICAGO BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Masakazu
  Sato

  	
   

  
	
   

  	
   

  	
  Name:  Masakazu Sato

  
	
   

  	
   

  	
  Title:  Deputy General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITIBANK,
  N.A.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew
  Nicholls

  	
   

  
	
   

  	
   

  	
  Name:  Matthew Nicholls

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMMERCE
  BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David Enslen

  	
   

  
	
   

  	
   

  	
  Name:  David Enslen

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMMERZEBANK

  AKTIENGESELLSCHAFT,

  
	
   

  	
   

  	
  NEW
  YORK BRANCH AND GRAND

  
	
   

  	
   

  	
  CAYMAN
  BRANCHES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Al Morrow

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ John Marlatt

  	
   

  
	
   

  	
   

  	
  Name:  Albert Morrow

  
	
   

  	
   

  	
  Name:  John Marlatt

  
	
   

  	
   

  	
  Title:  Assistant Vice President

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LLOYDS
  TSB BANK plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew J.
  Roberts

  	
   

  
	
   

  	
   

  	
  Name:  Andrew J. Roberts

  
	
   

  	
   

  	
  Title:  Director, Corporate Banking

  
												












 


	
  

  	
   

  	
  By:

  	
  /s/ Carlos E.
  Lopez

  	
   

  
	
  

  	
   

  	
  Name:  Carlos E. Lopez

  
	
   

  	
   

  	
  Title:  Associate Director, Corporate Banking

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MIZUHO
  CORPORATE BANK (USA)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bertram H.
  Tang

  	
   

  
	
   

  	
   

  	
  Name:  Bertram H. Tang

  
	
   

  	
   

  	
  Title:  Senior Vice President & Team Leader

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  ROYAL BANK OF SCOTLAND plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Philippe
  Sandmeier

  	
   

  
	
   

  	
   

  	
  Name:  Philippe Sandmeier

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UMB
  BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Douglas F.
  Page

  	
   

  
	
   

  	
   

  	
  Name:  Douglas F. Page

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S.
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael J.
  Reymann

  	
   

  
	
   

  	
   

  	
  Name:  Michael J. Reymann

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Karin E.
  Samuel

  	
   

  
	
   

  	
   

  	
  Name:  Karin E. Samuel

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tammy R.
  Henke

  	
   

  
	
   

  	
   

  	
  Name:  Tammy R. Henke

  
	
   

  	
   

  	
  Title:  Vice President