EXECUTION VERSION

 

SECOND AMENDMENT TO
ORIGINATOR PURCHASE AGREEMENT

 

THIS SECOND AMENDMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 17, 2012 (this “Amendment”), is entered into by and among DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Purchaser and the Servicer, DST MARKET SERVICES, LLC (f/k/a Wall Street Advisor Services, LLC, successor-by-merger to DST TASS, LLC) (“DSTMS”) and each of the parties named on Exhibit II hereto (each, a “Remaining Seller” and collectively, the “Remaining Sellers” and the Remaining Sellers together with DSTMS, the “Sellers”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

 

WHEREAS, the Sellers and DST Systems have entered into that certain Originator Purchase Agreement, dated as of May 21, 2009 (as amended through the date hereof, the “Agreement”);

 

WHEREAS, DST Stock Transfer, Inc. (“DSTST”, and together with DSTMS, the “Exiting Sellers”) was dissolved on December 31, 2011;

 

WHEREAS, the Sellers and DST Systems desire to amend the Agreement to remove each of the Exiting Sellers as a seller and party thereto; and

 

WHEREAS, the Sellers and DST Systems desire to amend the Agreement in certain other 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.   Release of Exiting Sellers. Effective as of the Effective Date, (a) all references to the Exiting Sellers, DST Stock Transfer, Inc. and DST TASS, LLC in the Agreement shall be deemed stricken and of no further force or effect, (b) each of the Exiting Sellers shall cease to be a party to the Agreement and (c) the Exiting Sellers shall have no further rights, duties, obligations or liabilities under the Agreement, other than rights, duties, liabilities or obligations accruing prior to the Effective Date; provided, however, that that rights and remedies with respect to any breach of any representation and warranty made by the Exiting Sellers pursuant to Article IV of the Agreement and the provisions of Article VIII and Sections 9.04, 9.05 and 9.06 of the Agreement shall be continuing and shall survive after the Effective Date with respect to the Exiting Sellers. Effective as of the Effective Date, each of DSTMS and DST Systems hereby authorizes the Agent to file any UCC financing statement amendments necessary to terminate any UCC financing statement naming either of the Exiting Sellers as debtor filed in connection with the Agreement or the other Transaction Documents.

 

SECTION 2.   Schedules and Exhibits. Each of Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information) to the Agreement is hereby deleted and replaced in its entirety with Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information), attached hereto, respectively, to reflect the removal of the Exiting Sellers as Sellers.

 

  

SECTION 3.   Effective Date. This Amendment shall become effective as of the date (the “Effective Date”) on which the last of the following shall occur: (a) this Amendment shall have been executed and delivered by a duly authorized officer of each party hereto and (b) the Seventh Amendment to Receivables Purchase Agreement, dated as of the date hereof, shall have been executed and delivered by a duly authorized officer of each party thereto.

 

SECTION 4.   Reference to and Effect on the Agreement and the Related Documents. On the Effective Date (a) each of the Remaining Sellers hereby reaffirms all covenants, representations and warranties made by it in the Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been restated as of the Effective Date of this Amendment, (b) each reference in the Agreement to “Seller” or “Sellers” or words of like import shall be a reference to the Remaining Sellers and (c) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Agreement shall mean and be, a reference to the Agreement as amended hereby.

 

SECTION 5.   Miscellaneous.

 

(a)          Effect on Existing 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.

 

(b)          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 Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

 

(c)          Fees and Expenses. The Sellers 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 the Investor in connection with the preparation, execution and enforcement of this Amendment.

 

(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 or other electronic means 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]

 

 

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.

 

	SELLERS:	DST OUTPUT, LLC
		DST OUTPUT CENTRAL, LLC
		DST OUTPUT EAST, LLC
		DST OUTPUT WEST, LLC
		DST TECHNOLOGIES, 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, LLC
		DST GLOBAL SOLUTIONS NORTH AMERICA, LLC
		ISPACE SOFTWARE TECHNOLOGIES, INC.
		DST BROKERAGE SOLUTIONS, LLC
		FINIX PROFESSIONAL SERVICES, LLC
		CONVERGE SYSTEMS, LLC
		NEWKIRK PRODUCTS, INC.
		LTM PUBLISHING, INC.
		MCKAY HOCHMAN CO., INC.
		THIRD PARTY EDUCATIONAL SYSTEMS, INC.
		CFG OUTPUT LLC
		DST HEALTHCARE HOLDINGS, INC.

 

	By:	/s/ Gregg Wm. Givens
		Name:	Gregg Wm. Givens
		Title:	Assistant Treasurer
	DST MARKET SERVICES, LLC (f/k/a Wall Street Advisor Services, LLC, successor-by-merger to DST TASS, LLC)
	By:	/s/ Gregg Wm. Givens
		Name:	Gregg Wm. Givens
		Title:	Vice President and Assistant Treasurer

  

[Signatures continue]

 

[Signature Page to Second Amendment to OPA- DST Systems]

  

 

SERVICER:	DST SYSTEMS, INC.
	By:	/s/ Gregg Wm. Givens
		Name:	Gregg Wm. Givens
		Title:	Vice President and
			Chief Accounting Officer
PURCHASER:	DST SYSTEMS, INC.
	By:	/s/ Gregg Wm. Givens
		Name:	Gregg Wm. Givens
		Title:	Vice President and
			Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Second Amendment to OPA - DST Systems]

 

 

Acknowledged and consented to by:
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Agent
By:	/s/ Jeremy Grubb
	Name:	Jeremy Grubb
	Title:	Vice President

  

[End of signatures] 

 

[Signature Page to Second Amendment to OPA - DST Systems] 

 

 

EXHIBIT I

 

List of Remaining Sellers:

 

DST Output, LLC

 

DST Output Central, LLC

 

DST Output East, LLC

 

DST Output West, LLC

 

DST Technologies, 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, LLC

 

DST Global Solutions North America, LLC

 

iSpace Software Technologies, Inc.

 

DST Brokerage Solutions, LLC

 

Finix Professional Services, LLC

 

Converge Systems, LLC

 

Newkirk Products, Inc.

 

LTM Publishing, Inc.

 

McKay Hochman Co., Inc.

 

Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial Technologies)

 

CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)

 

DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings, Inc.)

  

 

SCHEDULE I
LIST OF SELLERS

 

DST Output, LLC

 

DST Output Central, LLC

 

DST Output East, LLC

 

DST Output West, LLC

 

DST Technologies, 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, LLC

 

DST Global Solutions North America, LLC

 

iSpace Software Technologies, Inc.

 

DST Brokerage Solutions, LLC

 

Finix Professional Services, LLC

 

Converge Systems, LLC

 

Newkirk Products, Inc.

 

LTM Publishing, Inc.

 

McKay Hochman Co., Inc.

 

Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial Technologies)

 

CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)

 

DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings, Inc.)

 

 

EXHIBIT C

 

ADDRESSES

 

SELLERS:

DST Output, LLC DST Output Central, LLC DST Output East, LLC DST Output West, LLC DST Technologies, Inc. DST Mailing Services, Inc. DST Output Electronic Solutions, Inc. DST Worldwide Services, LLC DST Retirement Solutions, LLC DST Brokerage Solutions, LLC Finix Professional Services, LLC Converge Systems, LLC CFG Output LLC 333 West 11th Street, 5th Floor Kansas City, MO 64105 Attention: Gregg Wm. Givens Facsimile No. 816-435-8630   Argus Health Systems, Inc. 1300 Washington Street Kansas City, MO 64105 Attention: Gregg Wm. Givens Facsimile No. 816-435-8630   DST Direct, LLC 601 Monroe Street Jefferson City, MO 65101 Attention: Gregg Wm. Givens Facsimile No. 816-435-8630   DST Health Solutions, LLC DST Healthcare Holdings, Inc. 2400 Thea Drive Harrisburg, PA 17110 Attention: Gregg Wm. Givens Facsimile No. 717-703-6190   DST Global Solutions North America, LLC 27 Melcher Street Boston, MA 02210 Attention: Gregg Wm. Givens Facsimile No. 617-482-8878

 

 

	iSpace Software Technologies, Inc. 2400 Thea Drive Harrisburg, PA 17110 Attention: Gregg Wm. Givens Facsimile No. 717-703-6190
	Newkirk Products, Inc. 15 Corporate Circle Albany, NY 12203 Attention: Gregg Wm. Givens Facsimile No. 518-862-3399   LTM Publishing, Inc. 15 Corporate Circle Albany, NY 12203 Attention: Gregg Wm. Givens Facsimile No. 518-862-3399   McKay Hochman Co., Inc. 10 Park Place Butler, NJ 07405 Attention: Gregg Wm. Givens Facsimile No. 518-862-3399   Third Party Educational Systems, Inc. 43 Main Street, SE Minneapolis, MN 55414 Attention: Gregg Wm. Givens Facsimile No. 518-862-3399
PURCHASER:	DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, MO 64105 Attention: Gregg Wm. Givens Facsimile No. 816-435-8630

 

 

EXHIBIT D

 

SELLER UCC INFORMATION

 

Name:

DST Output, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name:

DST Output Central, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name:

DST Output East, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DST Output East, Inc.

D/B/A Names: None

 

Name:

DST Output West, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

 

 

D/B/A Names: None

 

Name:

DST Technologies, Inc.

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: DST Global Solutions North America Ltd.

D/B/A Names: None

 

Name:

DST Mailing Services, Inc.

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware

Prior Names: DST Postal Services, Inc., Global Mailing Services, Inc.
D/B/A Names: None

 

Name:

DST Output Electronic Solutions, Inc.

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: DST CDS, Inc., Corporate Documents Systems, Inc. and DST Electronic Output Solutions, Inc.

D/B/A Names: None

 

Name:

DST Worldwide Services, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: DST WorldWide Services, LLC

 

 

D/B/A Names: None

 

Name:

DST Retirement Solutions, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name:

Argus Health Systems, Inc.

 

Address:

1300 Washington Street

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name:

DST Direct, LLC

 

Address:

601 Monroe Street

Jefferson City, MO 65101

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: None

D/B/A Names: None

 

Name:

DST Health Solutions, LLC

 

Address:

2400 Thea Drive

Harrisburg, PA 17110

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: Synertech Health System Solutions, LLC, DST Health Solutions Systems, LLC and DST Health Solutions Services, LLC

D/B/A Names: None

 

Name:

DST Global Solutions North America, LLC

Address:

27 Melcher Street

 

 

Boston, MA 02210

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DSTi Mosiki, LLC

D/B/A Names: None

 

Name:

iSpace Software Technologies, Inc.

 

Address:

2400 Thea Drive

Harrisburg, PA 17110

 

Jurisdiction of Organization: California

UCC Filing Office: Secretary of State of California

 

Prior Names: None

D/B/A Names: None

 

Name:

DST Brokerage Solutions, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name:

Finix Professional Services, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name:

Converge Systems, LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

 

 

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name:

Newkirk Products, Inc.

 

Address:

15 Corporate Circle

Albany, NY 12203

 

Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York

Prior Names: None
D/B/A Names: None

 

Name:

LTM Publishing, Inc.

 

Address:

15 Corporate Circle

Albany, NY 12203

 

Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York

Prior Names: None
D/B/A Names: None

 

Name:

McKay Hochman Co., Inc.

 

Address:

10 Park Place

Butler, NJ 07405

 

Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York

Prior Names: None
D/B/A Names: None

 

Name:

Third Party Educational Systems, Inc.

 

Address:

43 Main Street, SE

Minneapolis, MN 55414

Jurisdiction of Organization: Minnesota
UCC Filing Office: Secretary of State of Minnesota

Prior Names: None 

 

 

D/B/A Names: MasteryPoint Financial Technologies

 

Name:

CFG Output LLC

 

Address:

333 West 11th Street, 5th Floor

Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DST Output Fulfillment Group, LLC

D/B/A Names: None

 

Name:

DST Healthcare Holdings, Inc.

 

Address:

2400 Thea Drive

Harrisburg, PA 17110

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DST Health Solutions Holdings, Inc.

D/B/A Names: None