Exhibit 4.11.2


 


FIRST
AMENDMENT TO CREDIT AGREEMENT


 


                THIS FIRST
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September
14, 2004 to the Credit Agreement referenced below is by and among DST Systems, Inc., a Delaware corporation
(the “Borrower”), West Side
Investments, Inc., a Nevada corporation (the “Guarantor”),
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, $650
million in credit facilities have been established in favor of the Borrower
pursuant to the terms of that Credit Agreement dated as of November 24, 2003
(the “Credit Agreement”) among the Borrower, the Guarantor, 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)           The definition of
“Letter of Credit Sublimit” in Section 1.01 of the Credit Agreement is amended
by deleting “$15,000,000” therefrom and inserting “$25,000,000” in lieu
thereof.


 


(b)           Section 2.04(b)
(captioned “Borrowing Procedures”) of the Credit Agreement is amended by:


 


                (i)            deleting “11:00 a.m.” therefrom and inserting “1:00 p.m.” in
lieu thereof;


 


 





















 


                (ii)           deleting “12:00 p.m.” therefrom and inserting “2:00 p.m.” in
lieu thereof; and


 


                (iii)          deleting “1:00 p.m.” therefrom and inserting “3:00 p.m.” in
lieu thereof.


 


(c)
          Section 2.05(a)(ii) (captioned
“Swing Line Loans”) of the Credit Agreement is amended by deleting “11:00 a.m.”
therefrom and inserting “1:00 p.m.” in lieu thereof.


 


(d)           Section 8.02 (captioned
“Investments”) of the Credit Agreement is modified as follows:


 


(i)                                   The “and” at the end of Section 8.02(m)
is hereby deleted;


 


(ii)                                  Section 8.02(n) is re-numbered and shall
hereafter be referred to as Section 8.02(o), and all references in the Credit
Agreement to Section 8.02(n) shall be deemed to refer to Section 8.02(o); and


 


(iii)          The following is added as Section
8.02(n):


 


“(n)         Investments
made by Equiserve, Inc. or any of its Subsidiaries constituting “Transfer
Agency Investments” as reported in Borrower’s quarterly (Form 10-Q) and annual
(Form 10-K) filings with the SEC in the ordinary course of business.”


 


3.             Conditions
Precedent.  This Amendment shall
become effective upon receipt by the Administrative Agent of counterparts of
this Amendment duly executed by the Borrower, the Guarantor and the Required
Lenders.


 


                4.             Representations
and Warranties.  The Borrower and the
Guarantor each hereby represent and warrant
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 either the Borrower or the
Guarantor or any of their 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 


 


2





















 


though made on and as of such date (except for
those which expressly relate to an earlier date) and (f) after giving effect to
this Amendment, no Default or Event of Default exists under the Credit
Agreement on and as of the date hereof 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.             Costs and Expenses.  The Borrower agrees to pay all reasonable
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.


 


                7.             Counterparts; Facsimile.  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 by any party hereto shall be effective as such party’s
original executed counterpart.


 


                8.             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.


 


9.             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.


 


10.           Acknowledgment
of Guarantor.  The Guarantor
acknowledges and consents to all of the terms and conditions of this Amendment
and agree that this Amendment and any documents
executed in connection herewith do not operate to reduce or discharge the
Guarantor’s obligations under the Credit Agreement or the other Loan Documents.


 


                11.           Affirmation of Liens. Each
Loan Party affirms the liens and security interests created and granted by it
in the Loan Documents (including, but not limited to, the Security Agreement)
and agrees that this Amendment shall in no manner adversely affect or impair
such liens and security interests.


 


[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:

  	
  VP, CFO and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTOR:

  	
  WEST SIDE INVESTMENTS, INC., 

  a Nevada corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth V. Hager

  
	
   

  	
  Name:

  	
  Kenneth V. Hager

  
	
   

  	
  Title:

  	
  Secretary and Treasurer

  



 


 


[signature
pages continue]


 





















 


	
  ADMINISTRATIVE AGENT

  AND LENDERS:

  	
  BANK OF AMERICA, N.A., 

  as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Kenneth Burton, Jr.

  
	
   

  	
  Name:

  	
  B. Kenneth Burton, Jr.

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  BANK OF AMERICA, N.A.,

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Kenneth Burton, Jr.

  
	
   

  	
  Name:

  	
  B. Kenneth Burton, Jr

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew Nicholls

  
	
   

  	
  Name:

  	
  Matthew Nicholls

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  U.S. BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Higbee

  
	
   

  	
  Name:

  	
  David F. Higbee

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tammy R. Sturgis

  
	
   

  	
  Name:

  	
  Tammy R. Sturgis

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen E. Samuel

  
	
   

  	
  Name:

  	
  Karen E. Samuel

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  SUMITOMO MITSUI BANKING CORP.,

  NEW YORK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward McColly

  
	
   

  	
  Name:

  	
  Edward McColly

  
	
   

  	
  Title:

  	
  Vice President & Department Head

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  BANK ONE, NA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sabir A. Hashmy

  
	
   

  	
  Name:

  	
  Sabir A. Hashmy

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  THE BANK OF TOKYO-MITSUBISHI, LTD.,
  

  CHICAGO BRANCH

  



 


	
   

  	
  By:

  	
  /s/ Shinichiro Munechika

  
	
   

  	
  Name:

  	
  Shinichiro Munechika

  
	
   

  	
  Title:

  	
  Deputy General Manager

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  COMMERZEBANK AKTIENGESELLSCHAFT,

  NEW YORK BRANCH AND GRAND CAYMAN BRANCHES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Albert Morrow

  
	
   

  	
  By:

  	
  /s/ Graham A. Warning

  
	
   

  	
  Name:

  	
  Albert Morrow

  
	
   

  	
  Name:

  	
  Graham A. Warning

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vijaya Kulkarni

  
	
   

  	
  Name:

  	
  Vijaya Kulkarni

  
	
   

  	
  Title:

  	
  AVP

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  LLOYDS TSB BANK PLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah Carlson

  
	
   

  	
  Name:

  	
  Deborah Carlson

  
	
   

  	
  Title:

  	
  VP & Manager, Business Development Corporate
  Banking

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Heath

  
	
   

  	
  Name:

  	
  Richard Heath

  
	
   

  	
  Title:

  	
  Vice President, Corporate Banking

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.,

  NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bertram Tang

  
	
   

  	
  Name:

  	
  Bertram Tang

  
	
   

  	
  Title:

  	
  Vice President & Team Leader

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E. Keating

  
	
   

  	
  Name:

  	
  Michael E. Keating

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  UMB BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas F. Page

  
	
   

  	
  Name:

  	
  Douglas F. Page

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  WASHINGTON MUTUAL BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J. Ameny, Jr.

  
	
   

  	
  Name:

  	
  Richard J. Ameny, Jr.

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  COMMERCE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Nay

  
	
   

  	
  Name:

  	
  Martin Nay

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  PB CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tyler J. McCarthy

  
	
   

  	
  Name:

  	
  Tyler J. McCarthy

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Shipman

  
	
   

  	
  Name:

  	
  Andrew Shipman

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  MASSACHUSETTS MUTUAL LIFE INSURANCE
  COMPANY

  by:  Babson
  Capital Management LLC as

  Investment Adviser

  
	
   

  	
  By:

  	
  /s/ Emeka O. Onukwugha

  
	
   

  	
  Name:

  	
  Emeka O. Onukwugha

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  






















 


	
   

  	
  CM LIFE INSURANCE COMPANY

  by:  Babson Capital Management LLC as

  Investment Adviser

  
	
   

  	
  By:

  	
  /s/ Emeka O. Onukwugha

  
	
   

  	
  Name:

  	
  Emeka O. Onukwugha

  
	
   

  	
  Title:

  	
  Managing Director