Exhibit 10.4


 


AMENDMENT NUMBER 2 TO


RECEIVABLES PURCHASE AGREEMENT


 


THIS AMENDMENT NUMBER 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 31,
2009 (this “Amendment”), is entered into
by and among FOUNTAIN CITY FINANCE, LLC, a Delaware limited liability company
(the “Seller”), ENTERPRISE
FUNDING COMPANY LLC, a Delaware limited liability company (“Enterprise Funding”), as an
Investor, BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association
(“Bank of America”), as a
Bank and as the agent (the “Agent”) for
the Investors and the Banks, DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Parent and the
Servicer, and each of the parties named on Schedule I hereto as
Originators.  Capitalized terms used and
not otherwise defined herein are used as defined in the Receivables Purchase
Agreement (as defined below).


 


WHEREAS,
the parties hereto entered into that certain Receivables Purchase Agreement,
dated as of May 21, 2009 (as amended through the date hereof, the “Receivables Purchase Agreement”);


 


WHEREAS,
the parties hereto desire to amend the Receivables Purchase Agreement in
certain respects as provided herein;


 


NOW
THEREFORE, in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:


 


SECTION 1.                                Amendments.  Effective as of the Effective Date (as
defined below), the following amendments are made to the Receivables Purchase
Agreement:


 


(a)                                  The definition
of “Purchase Limit” in Section 1.01 of the Receivables Purchase Agreement
is hereby amended by deleting, in its entirety, the date “December 31,
2009” therein and replacing, in its entirety, such date with “March 31,
2010”.


 


(b)                                 Section 2.01(e)(ii) of
the Receivables Purchase Agreement is hereby amended by deleting, in its
entirety, each reference to the date “December 31, 2009” and replacing, in
its entirety, each such reference with “March 31, 2010”.


 


SECTION 2.                                Effective Date.  This
Amendment shall become effective as of the date (the “Effective Date”) that the Agent shall have received counterparts hereof duly executed by
each of the parties hereto.


 


SECTION 3.                                Miscellaneous.


 


(a)                                  References in
Receivables Purchase Agreement.  Upon the effectiveness of this Amendment,
each reference in the Receivables Purchase Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import shall mean and be a reference to
the 


 

















 


Receivables Purchase Agreement as amended
hereby, and each reference to the Receivables Purchase Agreement in any other
Transaction Document or any other document, instrument or agreement, executed
and/or delivered in connection with any Transaction Document shall mean and be
a reference to the Receivables Purchase Agreement as amended hereby.


 


(b)                                 Effect on
Receivables Purchase Agreement.  Except as specifically amended hereby, the
Receivables Purchase Agreement shall remain in full force and effect.  This Amendment shall not constitute a
novation of the Receivables Purchase Agreement, but shall constitute an
amendment thereof.


 


(c)                                  No Waiver.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
any Person under the Receivables Purchase Agreement or any other document,
instrument or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein.


 


(d)                                 Fees and
Expenses.  The Seller
and DST Systems agree to pay all costs, fees, and expenses (including, without
limitation, reasonable attorneys’ fees and time charges of attorneys) incurred
by the Agent and/or the Investor in connection with the preparation, execution
and enforcement of this Amendment.


 


(e)                                  Successors and
Assigns.  This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


 


(f)                                    Counterparts.  This Amendment may be executed in any number
of counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but
all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page by facsimile or other electronic means shall be effective
as delivery of a manually executed counterpart of this Amendment.


 


(g)                                 Headings.  The descriptive headings of the various
sections of this Amendment are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.


 


(h)                                 Amendments.  This Amendment may not be amended or
otherwise modified except as provided in the Receivables Purchase Agreement.


 


(i)                                     GOVERNING LAW.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


[Signature pages follow]


 


2

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed and delivered by their duly
authorized officers as of the date hereof.


 


	
   

  	
  SELLER:

  	
   

  	
  FOUNTAIN
  CITY FINANCE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARENT:

  	
   

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SERVICER:

  	
   

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ORIGINATORS:

  	
   

  	
  DST
  SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  DST HEALTH SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DST OUTPUT, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  



 


3

















 


	
   

  	
   

  	
  DST OUTPUT CENTRAL, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST OUTPUT EAST, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST OUTPUT WEST, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST OUTPUT GRAPHICS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST STOCK TRANSFER, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  



 


4

















 


	
   

  	
   

  	
  DST GLOBAL SOLUTIONS NORTH AMERICA LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST HEALTH SOLUTIONS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST MAILING SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ISPACE SOFTWARE TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARGUS HEALTH SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST DIRECT, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  



 


5

















 


	
   

  	
   

  	
  DST OUTPUT ELECTRONIC SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST TASS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, Asst. Secretary/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST WORLDWIDE SERVICES, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DSTI MOSIKI, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DST RETIREMENT SOLUTIONS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President/Treasurer

  



 


6

















 


	
   

  	
   

  	
  INVESTOR:              ENTERPRISE FUNDING COMPANY
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bernard J. Angelo

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Bernard J. Angelo

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AGENT:                                BANK OF
  AMERICA, NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeremy Grubb

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeremy Grubb

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK:                                      BANK OF
  AMERICA, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeremy Grubb

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeremy Grubb

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


7

















 


SCHEDULE I


 


Originators:


 


DST Systems, Inc.


 


DST Output, LLC


 


DST Output Central, LLC


 


DST Output East, LLC


 


DST Output West, LLC


 


DST Output Graphics, LLC


 


DST Technologies, Inc.


 


DST Stock Transfer, Inc.


 


DST Mailing Services, Inc.


 


DST Output Electronic
Solutions, Inc.


 


DST Worldwide Services, LLC


 


DST Retirement Solutions,
LLC


 


Argus Health Systems, Inc.


 


DST Direct, LLC


 


DST Health Solutions, Inc.


 


DST Heath Solutions, LLC


 


DST Global Solutions North
America Ltd. (f/k/a DST International North America Ltd.)


 


DSTi Mosiki, LLC


 


iSpace Software Technologies, Inc.


 


DST TASS, LLC


 


8