Exhibit 10.1


 


AMENDMENT NO. 1 TO 

RECEIVABLES PURCHASE AGREEMENT


 


THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 30,
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 agent (the “Agent”) for
the Investors and the Banks, DST SYSTEMS, INC., a Delaware corporation, as the
Parent and the Servicer, and each of the parties named on Schedule III of
the Agreement (as defined below) thereto as Originators.  Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement.


 


WHEREAS,
the parties hereto entered into that certain Receivables Purchase Agreement,
dated May 21, 2009 (the “Agreement”);


 


WHEREAS,
the parties hereto desire to amend the 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.                           Amendment.


 


(a)                                  Clause (b) of the definition of “Fixed
Period” in Section 1.01 of the Agreement is hereby amended and restated in
its entirety as follows:


 


(b) in the case of any
Fixed Period in respect of which Yield is computed by reference to the
Alternate Rate, each successive period of from one to and including twenty-nine
(29) days, or a period of one month, as the Seller shall select and the Agent
may approve on notice by the Seller received by the Agent (including notice by
telephone, confirmed in writing) not later than 11:00 a.m. (New York City
time) on (A) the day which occurs three Business Days before the first day
of such Fixed Period (in the case of Fixed Periods in respect of which Yield is
computed by reference to the Eurodollar Base Rate) or (B) the first day of
such Fixed Period (in the case of Fixed Periods in respect of which Yield is
computed by reference to the Alternate Base Rate), each such Fixed Period for
such Receivable Interest to commence on the last day of the immediately
preceding Fixed Period for such Receivable Interest (or, if there is no such
Fixed Period, on the date of purchase of such Receivable Interest), except
that if the Agent shall not have received such notice, or the Agent and the
Seller shall not have so mutually agreed, before 11:00 a.m. (New York City
time) on such 


 

















 


day, such Fixed Period shall
be one day;


 


(b)                                 Clause (ii) of the definition of “Paydown
Amount” in Section 1.01 of the Agreement is hereby amended and restated in
its entirety as follows (with the changed portions of such clause appearing as underlined
text for ease of reference and for purposes of this Amendment only):


 


(ii)  the
aggregate of accrued and unpaid Yield and fees as of such date for such
Receivable Interest.


 


(c)                                  Section 2.01(e)(i) of the Agreement
is hereby amended and restated in its entirety as follows:


 


(e)                                  (i) (a)                 The Seller may, on any
Paydown Date, reduce all or any portion of the Aggregate Capital on such date
(together with any accrued and unpaid Yield and fees on such date on the
Receivable Interests related thereto and, in connection with a reduction of all
of the Aggregate Capital, together with all other Aggregate Unpaids) as
follows:


 


(I)                                    the Seller
shall instruct the Servicer to (and the Servicer shall) set aside Collections
and hold them in trust for the Agent under clause (b)(i) of Section 2.04)
until the amount so set aside shall equal the Aggregate Paydown Amount
corresponding to the desired amount of reduction of the Aggregate Capital, and,
in connection with a reduction of all of the Aggregate Capital, together with
all other Aggregate Unpaids; provided, however, that all
reductions hereunder shall include all breakage costs payable pursuant to Section 2.08(c);
and


 


(II)                                the Seller
shall pay to the Agent from Collections set aside and held by the Servicer
pursuant to clause (I) of this Section 2.01(e)(i)(a),
in reduction of the Aggregate Capital, the Aggregate Paydown Amount (and, in
connection with a reduction of all of the Aggregate Capital, together with all
other Aggregate Unpaids) (it being understood that the Aggregate Capital shall
not be deemed reduced by any amount set aside or held by the Servicer pursuant
to this Section 2.01(e)(i)(a) unless and until, and then only
to the extent that, such amount is finally paid to the Agent as stated herein);
provided that the Aggregate Paydown Amount for such date shall be in an
amount equal to at least $1,000,000 and in integral multiples of $100,000; and provided
further that if the Aggregate Capital after giving effect to such
reduction is less than $1,000,000, then the Seller shall reduce all of the
Aggregate Capital to zero on the related Paydown Date.


 


(d)                                 Section 2.04(b)(i) of the
Agreement is hereby amended and restated in its entirety as follows (with the
changed portions of such Section appearing as underlined text for
ease of 


 


2

















 


reference and for
purposes of this Amendment only):


 


(i) set aside and hold
in trust (and, at the request of the Agent, segregate) for the Investors or the
Banks that hold such Receivable Interest, out of the percentage of such Collections
represented by such Receivable Interest, (a) an amount equal to the Yield,
Fees and Servicer Fee accrued through such day for such Receivable Interest and
not previously set aside and (b) if the Seller has elected to reduce
the Aggregate Capital pursuant to Section 2.01(e)(i), an amount equal to
the excess, if any, of (i) the amount of the proposed reduction; over (ii) the
aggregate of the amounts previously set aside for such reduction.


 


(e)                                  Section 2.08(c) of the
Agreement is hereby amended and restated in its entirety as follows (with the
changed portions of such Section appearing as underlined text for
ease of reference and for purposes of this Amendment only):


 


(c)                                  The Seller shall pay the
Agent for the account of the Investors and the Banks, as applicable, on demand,
such amount or amounts as shall compensate the Investors and the Banks for any
loss (including loss of profit), cost or expense incurred by the Investors and
the Banks (as reasonably determined by the Agent) as a result of any reduction
of any incremental purchase or reduction of Aggregate Capital other than
on the maturity date of the Commercial Paper (or other financing source)
funding such incremental purchase, or (ii) as a result of a failure by
the Seller to pay the full Paydown Amount on any Paydown Date in accordance
with Section 2.01(e) such compensation to be (A) limited
to an amount equal to any loss or expense suffered by the Investors and the
Banks during the period from the date of receipt of such repayment to (but
excluding) the maturity date of such Commercial Paper (or other financing
source) and (B) net of the income, if any, received by the
recipient of such reductions from investing the proceeds of such reductions of
such incremental purchase.  The
determination by the Agent of the amount of any such loss or expense shall be
set forth in a written notice to the Seller in reasonable detail and shall be
conclusive, absent manifest error.


 


SECTION 2.                           Miscellaneous.


 


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


 


3

















 


(b)                                 Effect on Agreement. 
Except as specifically amended hereby, the Agreement shall remain in
full force and effect.  This Amendment
shall not constitute a novation of the 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 Agreement or any
other document, instrument or agreement executed in connection therewith, nor
constitute a waiver of any provision contained therein.


 


(d)                                 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.


 


(e)                                  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 shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


(f)                                    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.


 


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


 


(h)                                 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).


 


[Remainder of Page Intentionally Left
Blank]


 


4

















 


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/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  PARENT:

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  SERVICER:

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ORIGINATORS:

  	
  DST
  SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST HEALTH SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


 


[Signature Page to Amendment No.
1 to Receivables Purchase Agreement]


 

















 


	
   

  	
  DST OUTPUT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST OUTPUT CENTRAL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST OUTPUT EAST, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST OUTPUT WEST, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST OUTPUT GRAPHICS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


 


[Signature Page to Amendment No.
1 to Receivables Purchase Agreement]


 

















 


	
   

  	
  DST STOCK TRANSFER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST GLOBAL SOLUTIONS NORTH AMERICA LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg
  Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST HEALTH SOLUTIONS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST MAILING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ISPACE SOFTWARE TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARGUS HEALTH SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


 


[Signature Page to Amendment No.
1 to Receivables Purchase Agreement]


 

















 


	
   

  	
  DST DIRECT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST OUTPUT ELECTRONIC SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg
  Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST TASS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST WORLDWIDE SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DSTI MOSIKI, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST RETIREMENT SOLUTIONS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


 


[Signature Page to Amendment No.
1 to Receivables Purchase Agreement]


 

















 


	
  INVESTOR:

  	
  ENTERPRISE
  FUNDING COMPANY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin P. Burns

  
	
   

  	
   

  	
  Name:

  	
  Kevin
  P. Burns

  
	
   

  	
   

  	
  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

  



 


 


[End of Signatures]


 


 


[Signature Page to Amendment No. 1 to Receivables
Purchase Agreement]