Exhibit 10.1


 


FIFTH AMENDMENT TO
CREDIT AGREEMENT


 


THIS
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 16,
2008 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”).


 


W I T N E S S E T H


 


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, that certain Third Amendment to Credit Agreement dated as of April 16,
2007, that certain Fourth Amendment to Credit Agreement dated as of July 19,
2007 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.                                       Amendment.  Subject to the satisfaction of the conditions precedent set forth in Section 3
hereof, Section 8.01(p) of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:


 


Liens not otherwise
permitted by this Section 8.01 on real property of the Borrower and
its Subsidiaries securing Indebtedness in an aggregate principal amount at any
time outstanding not to exceed (i) $50,000,000 or (ii) in addition to
clause (i), an additional $150,000,000 to the extent such Indebtedness is
incurred on a one time basis on or before July 1, 2010; 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 or waived 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. 
This Amendment shall be effective only to the extent specifically set
forth herein and shall not (i) be construed as a waiver of any breach or
default other than as specifically waived herein nor as a waiver of any breach
or default of which the Lenders have not been informed by the Borrower, (ii) affect
the right of the Lenders to demand compliance by the Borrower with all terms
and conditions of the Credit Agreement in all other instances, (iii) be
deemed a waiver of any transaction or future action on the part of the Borrower
requiring the Lenders’ or the Required Lenders’ consent or approval under the
Credit


 


2

















 


Agreement, or (iv) be
deemed or construed to be a wavier or release of, or a limitation upon, the
Administrative Agent’s or the Lenders’ exercise of any rights or remedies under
the Credit Agreement or any other document executed or delivered in connection
therewith, whether arising as a consequence of any Event of Default which may
now exist or otherwise, all such rights and remedies hereby being expressly
reserved.


 


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.


 


[SIGNATURE PAGES FOLLOW]


 


3

















 


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 Supeña

  
	
   

  	
   

  	
  Name:

  	
  Aileen Supeña

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI UFJ,

  
	
   

  	
   

  	
  LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Victor Pierzchalski

  
	
   

  	
   

  	
  Name:

  	
  Victor Pierzchalski

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITIBANK,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Matthew Nicholls

  
	
   

  	
   

  	
  Name:

  	
  Matthew Nicholls

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


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  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/
  Albert J. Morrow

  
	
   

  	
   

  	
  Name:

  	
  Albert J. Morrow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/John
  Marlatt

  
	
   

  	
   

  	
  Name:

  	
  John Marlatt

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LLOYDS
  TSB BANK plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/Carlos
  Lopez

  
	
   

  	
   

  	
  Name:

  	
  Carlos Lopez

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Corporate Banking USA

  
	
   

  	
   

  	
   

  	
  L007

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/Windsor
  R. Davies

  
	
   

  	
   

  	
  Name:

  	
  Windsor R. Davies

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
  Corporate Banking USA

  
	
   

  	
   

  	
   

  	
  D061

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MIZUHO
  CORPORATE BANK (USA)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/Bertram
  H. Tang

  
	
   

  	
   

  	
  Name:

  	
  Bertram H. Tang

  
	
   

  	
   

  	
  Title:

  	
  SVP and Team Leader

  



 


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  THE
  ROYAL BANK OF SCOTLAND plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/L.
  Peter Yetman

  
	
   

  	
   

  	
  Name:

  	
  L. Peter Yetman

  
	
   

  	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUMITOMO
  MITSUI BANKING

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Name:

  	
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Title:

  	
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Tammy R. Henke

  
	
   

  	
   

  	
  Name:

  	
  Tammy R. Henke

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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