Common use of Amendment of Section Clause in Contracts

Amendment of Section. 6.01(a). Section 6.01(a) of the Five-Year Agreement is hereby amended as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion of the Exchange Transaction, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) of the Five-Year Agreement is amended to read as follows: (xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreement."

Amendment of Section. 6.01(a1(A). Section 6.01(a1(a) of the Five-Year Rights Agreement is hereby amended as follows: to add the following clause immediately after the end of clause (a) Paragraph (viiiiii) of Section 6.01(a1(a) is amended and immediately prior to read as follows: the penultimate sentence of Section 1(a): "; (viiiiv) at notwithstanding anything contained in this Rights Agreement (other than the following clauses (v) and (vi) of this Section 1(a)) to the contrary, no HMTF Purchaser nor any time after the completion Affiliate thereof, and no Chase Purchaser nor any Affiliate thereof, shall, for purposes of this Rights Agreement, be deemed to Beneficially Own any Common Shares by reason of its Beneficial Ownership of any securities acquired, directly or indirectly, upon consummation of the Exchange TransactionTransactions (including, Indebtedness without limitation, the Series B Preferred Stock, the Series C Stock, the Conversion Shares, the Warrants, the Warrant Shares or any Common Shares or other securities that may be received as a result of dividends or payments on, or the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into exercise of preemptive rights with respect to, the Series B Preferred Stock, the Series C Stock, Warrant Shares or Conversion Shares; the foregoing securities are referred to shares of capital stock of DST Systemscollectively herein as the "Excluded Shares"); provided that (v) notwithstanding anything contained in the aggregate principal amount of such Indebtedness shall not at any time exceed Rights Agreement to the greater of (x) contrary, (A) 7,424,052 multiplied no HMTF Purchaser nor any Affiliate thereof shall be deemed to be an "ACQUIRING PERSON" unless and until the Common Shares Beneficially Owned by all HMTF Purchasers and their Affiliates exceed 7.5% of the Common Shares then outstanding (and, for purposes of any calculation with respect thereto, the Excluded Shares (whether owned by an HMTF Purchaser or an Affiliate or by a Chase Purchaser or an Affiliate) shall not otherwise be deemed to be Beneficially Owned for purposes hereof and thus shall not be included in any such calculation unless and until the Common Shares Beneficially Owned by all HMTF Purchasers and their Affiliates (other than the Excluded Shares) exceeds 7.5% of the Common Shares then outstanding, at which time all Excluded Shares shall be deemed Beneficially Owned by such HMTF Purchaser and each of its Affiliates) and (B) no Chase Purchaser nor any Affiliate thereof shall be deemed to be an "ACQUIRING PERSON" unless and until the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value Common Shares Beneficially Owned by all Chase Purchasers and their Affiliates exceed 7.5% of the collared floor under such equitization and/or hedging transactions. Common Shares then outstanding (b) Section 6.01(a)(xi) of the Five-Year Agreement is amended to read as follows: (xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount and, for purposes of any Indebtedness outstanding under this paragraph calculation with respect thereto, the Excluded Shares (whether owned by an HMTF Purchaser or an Affiliate or by a Chase Purchaser or an Affiliate) shall not otherwise be deemed to be Beneficially Owned for purposes hereof and thus shall not be included in any such calculation unless and until the Common Shares Beneficially Owned by all Chase Purchasers and their Affiliates (other than Indebtedness referred to the Excluded Shares) exceed 7.5% of the Common Shares then outstanding, at which time all Excluded Shares shall be deemed Beneficially Owned by such Chase Purchaser and each of its Affiliates); or (vi) notwithstanding anything contained in the parenthetical aboveRights Agreement to the contrary, no Purchaser nor any of its Affiliates shall be deemed to be an "ACQUIRING PERSON" if it or its Affiliates or both shall acquire more than 7.5% of the Common Shares (other than the Excluded Shares) that and it shall have been repaid, prepaid, redeemed, purchased or defeased divested such number of Common Shares as shall be required so that the number of Common Shares Beneficially Owned by Stilwell or any such Purchaser and its Affiliates (other Related Subsidiary, xxxxxxxxg any than the Excluded Shares) after giving effect to such Indebtedness divestiture is less than 7.5% of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option Common Shares then outstanding within ten business days following delivery of any holder thereof or on any date prior to written notice from the Maturity Date; provided further that the incurrence of Company requesting such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreementdivestiture."

Amendment of Section. 6.01(a3(a). The first sentence of Section 6.01(a3(a) of the Five-Year Agreement is hereby amended as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion of the Exchange Transaction, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) of the Five-Year Rights Agreement is amended to read in its entirety as follows: : "Until the earlier of (xii) other Indebtedness the Close of Stilwell Business on the tenth day after the Shares Acquisition Date and its Related Subsidiaries (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring Person and of which the Company will give the Rights Agent prompt written notice) after the date that xx xxx secured a tender or exchange offer by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph Person (other than Indebtedness referred the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date")), provided, however, that notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred by virtue of the Merger Agreement or by virtue of any of the transactions contemplated by the Merger Agreement), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of Common Stock registered in the parenthetical abovenames of the holders thereof (which certificates shall also be deemed to be Rights Certificates) that shall have been repaidand not by separate Rights Certificates, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed and (y) the right to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, receive Rights Certificates will be transferable only in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased connection with the proceeds transfer of new Indebtedness issued for the specific purpose shares of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this AgreementCommon Stock."

Amendment of Section. 6.01(a9(a). . (A) Section 6.01(a9(a) of the Five-Year Lender Agreement is hereby amended by deleting Section 9(a) in its entirety and replacing such subsection with the following: "The term of this Agreement shall begin on the Effective Date, and shall continue for a period of three (3) years from the Acceptance Date (the "Initial Term") unless sooner terminated as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion provided below. Upon expiration of the Exchange TransactionInitial Term, Indebtedness unless terminated by either party by notice of termination given not less than sixty (60) days prior to expiration of the Borrower Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term"). During any Renewal Term, notice of termination by either party shall be effective at the end of such Renewal Term by notice of termination if given not less than sixty (60) days prior to the expiration of such Renewal Term. Notwithstanding anything contained in this Section 9(a) to the contrary, DealerTrack shall not have any right whatsoever to terminate this Agreement upon the expiration of the Initial Term or any such Renewal Term, as the case may be, except for cause as set forth in Section 9(c) below, for so long as the Lender, together with its Affiliates (as such term is defined in the Amended and its Related Subsidiaries incurred pursuant to any Restated Stockholders' Agreement of the Parent Company, dated as of the date hereof, among the Parent Company and the stockholders listed therein (the "Stockholders' Agreement")), holds either (i) equity monetization and/or hedging transactions entered into with respect to shares securities of the Parent Company representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis (as defined in the Stockholders' Agreement)), (ii) seventy-five (75%) percent of the capital stock of DST Systems; the Parent Company held by it as of the Effective Date (as adjusted for stock splits, stock dividends and the like) or (iii) capital stock whose fair market value is at least $6,000,000 based on the last offering of securities by the Parent Company. Notwithstanding anything contained in this Section 9(a) to the contrary, prior to any renewal of the Agreement hereunder, the parties agree to negotiate in good faith any amendments to the then current terms and conditions of the Agreement (other than the most favored pricing provisions set forth in Section 12(m)) that make the then current terms and conditions of the Agreement impractical in light of changes to DealerTrack's business and provided further, that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by DealerTrack is attempting to treat Lender in substantially a similar manner as other DealerTrack Financial Institutions." (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi9(b) of the Five-Year Lender Agreement is hereby amended to read as follows: (xi) other Indebtedness of Stilwell by deleting such subsection in its entirety and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any replacing such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased subsection with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreementphrase "Intentionally deleted."

Amendment of Section. 6.01(a)5.2. Section 6.01(a------------------------ (a) of the Five-Year The Purchase Agreement is hereby amended by deleting Section 5.2(a) in its entirety and substituting, in lieu thereof, the following: "For so long as follows: the members of the HMTF Group in the aggregate own any combination of shares of Common Stock and Series A-2 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 4,107,143 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the holders of a majority of the then outstanding HMTF Shares shall have the right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "HMTF Director"); provided, however, that the right to designate an HMTF Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-2 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-2 Preferred Stock set forth in the Certificate of Designation. In the event the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and so designate an HMTF Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after cause the completion size of the Exchange Transaction, Indebtedness Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an HMTF Director and (b) in connection with the meeting of stockholders of the Borrower Company next following such election, to cause an HMTF Director to be nominated for election as a director by the stockholders and to cause the HMTF Director to be so elected. If the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an HMTF Director, the holders of a majority of the then outstanding HMTF Shares shall be entitled to designate a successor and the Board of Directors shall use its Related Subsidiaries incurred pursuant best efforts to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) elect such successor and (Ay) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares the meeting of capital stock of DST Systems is entered into or (y) the current value stockholders of the collared floor under Company next following such equitization and/or hedging transactionselection, cause such successor to be nominated for election as director by the stockholders and to be elected." (b) The Purchase Agreement is hereby amended by deleting Section 6.01(a)(xi5.2(b)(i) in its entirety and substituting, in lieu thereof, the following: "For so long as the members of the FiveLiberty Group in the aggregate own any combination of shares of Common Stock and Series A-1 Preferred Stock representing an amount of Common Stock (on an as-Year Agreement is amended converted basis) that, taken together, equals at least 2,687,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to read time), the members of the Liberty Group, voting together as follows: a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (xirounded up to the next whole number) other Indebtedness equal to 10% of Stilwell and its Related Subsidiaries the then authorized number of members of the Company's Board of Directors (each such person a "Liberty Director"); provided, however, that xx xxx secured by any Lien in an aggregate principal amount the right to designate a Liberty Director under this Section 5.2 shall be suspended at any time outstanding that does not exceed $856,000,000 the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate the Liberty Director for election to the Company's Board of Directors and elect to so designate a Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (excluding Indebtedness permitted pursuant a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing a Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause a Liberty Director to be nominated for election as director by the stockholders and to cause the Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 6.01(a)(xii)5.2 to designate a Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of a Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) minus elect such successor and (y) in connection with the aggregate principal meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected." (c) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(ii) in its entirety and substituting, in lieu thereof, the following: "For so long as the members of the Liberty Group own any combination of shares of Common Stock and Series A-1 Preferred Shares representing an amount of Common Stock (on an as-converted basis) that, taken together, equals 8,928,571 shares of Common Stock (as adjusted for any Indebtedness outstanding stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right, in addition to the rights set forth in clause (i) above, to designate one additional person for election to the Company's Board of Directors or, if greater, such number of additional persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "Additional Liberty Director"); provided, however, that the right to designate an Additional Liberty Director under this paragraph (other than Indebtedness referred Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the parenthetical aboveCertificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and elect to so designate an Additional Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) that shall have been repaid, prepaid, redeemed, purchased or defeased to cause the size of the Board of Directors to be increased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed one and the vacancy created thereby to third parties be filled by electing an Additional Liberty Director and purchased by either Borrower or any Related Subsidiary of either Borrower (other, b) in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased connection with the proceeds meeting of new Indebtedness issued stockholders of the Company next following such election, to cause an Additional Liberty Director to be nominated for election as director by the specific purpose stockholders and to cause an Additional Liberty Director to be so elected. If the members of providing funds the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for any such repayment, prepayment, redemption or purchase); provided that with respect election to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtednessthe Company's Board of Directors and a vacancy shall exist in the office of an Additional Liberty Director, the principal thereof is not members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its terms required best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at nominated for election as director by the option of any holder thereof or on any date prior stockholders and to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreementbe elected."

Amendment of Section. 6.01(a1(a). Section 6.01(a1(a) of the Five-Year Rights Agreement is hereby amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, (A) for so long as follows: none of the KPENV Entities that have reported or are required to report ownership on Schedule 13G or Schedule 13D under the Exchange Act (or any comparable or successor report) takes, or states any intention or desire to take, any action prohibited under any of clauses (a) Paragraph through (viiif) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion 4.01 of the Exchange Transaction, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by Investor Agreement or (B) (I) if any of the closing price KPENV Entities that have reported or are required to report ownership on Schedule 13G or Schedule 13D under the New York Exchange Act (or any comparable or successor report) takes, or states any intention or desire to take, any action prohibited under any of clauses (a) through (f) of Section 4.01 of the Investor Agreement and (II) the Board of Directors of the Company in its sole discretion adopts a resolution approving such action (which resolution may be adopted prior to, upon or not later than 15 days following such time as a majority of the Board of Directors of the Company becomes aware of the taking of any such action by any KPENV Entity), none of the KPENV Entities shall be deemed to be an Acquiring Person solely as a consequence of: (i) the execution of the FEI Merger Agreement; (ii) the beneficial ownership by the KPENV Entities of Common Stock Exchange or other securities of the Company acquired directly as a result of the FEI Merger; (iii) the beneficial ownership by the KPENV Entities of the Philips Option Shares; (iv) the acquisition by, or beneficial ownership of, the KPENV Entities of a share number of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems Common Stock, in addition to the shares described in clauses (ii) and (iii), that is entered into equal to or less than one percent (y) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi1%) of the Five-Year Agreement is amended total number of shares of Common Stock from time to read as follows: time outstanding, calculated on a primary basis; and/or (xiv) other Indebtedness the transfer of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted shares of Common Stock received pursuant to Section 6.01(a)(xii(ii), (iii) minus or (iv) above by and among the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this AgreementKPENV Entities."

Amendment of Section. 6.01(a1(a). Section 6.01(a1(a) of the Five-Year Rights Agreement is hereby amended as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read replace the last sentence thereof with the following sentence: "Notwithstanding anything in this Rights Agreement to the contrary, neither Elex N.V. ("ELEX") nor its Affiliates or Associates shall be deemed to be an Acquiring Person solely by virtue of the announcement, occurrence or continuance of (i) the execution of the Common Stock Purchase Agreement dated as follows: of May 26, 1998 between Elex and the Company (viiithe "PURCHASE AGREEMENT"), (ii) the execution of the Common Stock Purchase Agreement dated as of September 14, 1998 between Elex and the Company (the "SECOND PURCHASE AGREEMENT"), (iii) the issuance to Elex of 1,500,000 shares of Common Stock of the Company in accordance with the terms of the Purchase Agreement and up to 8,000,000 shares of Common Stock of the Company in accordance with the terms of the Second Purchase Agreement (collectively, the "PERMITTED SHARES"), (iv) the consummation of any and all other transactions contemplated by the Purchase Agreement and the Second Purchase Agreement, or (v) Elex (or its Affiliates or Associates) holding or being deemed a Beneficial Owner of the Permitted Shares; provided, however, that if Elex or its Affiliates and Associates, at any time after the completion consummation of the Exchange Transaction, Indebtedness transactions contemplated by the Purchase Agreement and the issuance of the Borrower Permitted Shares, collectively shall be or become deemed to be the Beneficial Owner of shares of Common Stock of the Company other than the Permitted Shares, then Elex's (and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness Affiliates' and Associates') exemptions from being deemed an Acquiring Person contained in this sentence shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactionsbe applicable. (b) Section 6.01(a)(xi) of the Five-Year Agreement is amended to read as follows: (xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreement."

Amendment of Section. 6.01(a1(a). Section 6.01(a1(a) of the Five-Year Rights Agreement is hereby amended as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read replace the last sentence thereof with the following sentence: "Notwithstanding anything in this Rights Agreement to the contrary, neither Elex NV ("ELEX") (or its Affiliates or Associates) nor Xxxxxx Xxxxxxxxxx (or his Affiliates or Associates) shall be deemed to be an Acquiring Person solely by virtue of the announcement, occurrence or continuance of (i) the execution of the Common Stock Purchase Agreement dated as follows: of May 26, 1998 between Elex and the Company (viiithe "PURCHASE AGREEMENT"), (ii) the execution of the Common Stock Purchase Agreement dated as of September 14, 1998 between Elex and the Company (the "SECOND PURCHASE AGREEMENT"), (iii) the issuance to Elex of 1,500,000 shares of Common Stock of the Company in accordance with the terms of the Purchase Agreement and 4,000,000 shares of Common Stock of the Company in accordance with the terms of the Second Purchase Agreement, (iv) the grant of options to purchase shares of the Company's Common Stock to Mr. Xxxxxx Xxxxxxxxxx in connection with his position as a member of the Board of Directors of the Company, (v) the issuance of shares of Common Stock upon the exercise by Mr. Xxxxxx Xxxxxxxxxx of any options granted to Mr. Duchatelet in connection with his position as a member of the Board of Directors of the Company, (vi) any purchase by Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates) of shares of the Company's Common Stock in the open market from time to time, so long as any such purchase of shares does not cause Elex (and its Affiliates and Associates) and Mr. Duchatelet (and his Affiliates and Associates) collectively at the time of such purchase to be or to become deemed to be the Beneficial Owner of more than 5,500,000 shares of the Company's Common Stock in the aggregate (as appropriately adjusted for stock splits, stock dividends and the like) (together with the shares described in clauses (iii), (iv) and (v) above, the "PERMITTED SHARES"), or (vii) Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates) holding or being deemed a Beneficial Owner of the Permitted Shares; provided, however, that if Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates), at any time after the completion issuance or purchase of any and all Permitted Shares, shall be or become deemed to be the Beneficial Owner of shares of Common Stock of the Exchange TransactionCompany other than the Permitted Shares, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of then such Indebtedness exemptions from being deemed an Acquiring Person contained in this sentence shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactionsbe applicable. (b) Section 6.01(a)(xi) of the Five-Year Agreement is amended to read as follows: (xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreement."

Amendment of Section. 6.01(a9(a). Section 6.01(a) of 9(a)of the Five-Year Lender Agreement is hereby amended by deleting Section 9(a) in its entirety and replacing such subsection with the following: "The term of this Agreement shall begin on the Effective Date, and shall continue for a period of two (2) years from the Acceptance Date (the "Initial Term") unless sooner terminated as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion provided below. Upon expiration of the Exchange TransactionInitial Term, Indebtedness unless terminated by either party by notice of termination given not less than ninety (90) days prior to expiration of the Borrower Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term"). During any Renewal Term, notice of termination by either party shall be effective at the end of such Renewal Term if given not less than one hundred and sixty (60) days prior to the expiration of such Renewal Term. Notwithstanding anything contained in this Section 9(a) to the contrary, DealerTrack shall not have any right whatsoever to terminate this Agreement upon the expiration of the Initial Term or any such Renewal Term, as the case may be, except for cause as set forth in Section 9(b) below, for so long as the Lender, together with its Related Subsidiaries incurred pursuant to any Affiliates (as such term is defined in the Amended and Restated Stockholders' Agreement of the Parent Company, dated as of the date hereof, among the Parent Company and the stockholders listed therein (the "Stockholders' Agreement")), holds either (i) equity monetization and/or hedging transactions entered into with respect to shares securities of the Parent Company representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis (as defined in the Stockholders' Agreement)), (ii) seventy-five (75%) percent of the capital stock of DST Systems; provided that the aggregate principal amount Parent Company held by it as of such Indebtedness shall the Effective Date (as adjusted for stock splits, stock dividends and the like) or (iii) capital stock whose fair market value not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price less than $6,000,000 based on the New York Stock Exchange last offering of a share of capital stock of DST Systems on securities by the date Parent Company. Notwithstanding anything contained in this Section 9(a) to the contrary, prior to any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value renewal of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) Agreement hereunder, the parties agree to negotiate in good faith any amendments to the then current terms and conditions of the Five-Year Agreement is amended to read as follows: (xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to the most favored pricing provisions set forth in the parenthetical aboveExhibit B) that shall have been repaidmake the then current terms and conditions of the Agreement impractical in light of changes to DealerTrack's business and provided further, prepaid, redeemed, purchased or defeased by Stilwell or any that DealerTrack is attempting to treat Lender in a substantially similar manner as other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this AgreementDealerTrack Financial Institutions."

Amendment of Section. 6.01(a9(a). Section 6.01(a9(a) of the Five-Year Lender Agreement is hereby amended by deleting Section 9(a) in its entirety and replacing such subsection with the following: "The term of this Agreement shall begin on the Effective Date, and shall continue for a period of three (3) years from the Acceptance Date (the "Initial Term") unless sooner terminated as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion provided below. Upon expiration of the Exchange TransactionInitial Term, Indebtedness unless terminated by either party by notice of termination given not less than sixty (60) days prior to expiration of the Borrower Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term"). During any Renewal Term, notice of termination by either party shall be effective at the end of such Renewal Term by notice of termination if given not less than sixty (60) days prior to the expiration of such Renewal Term. Notwithstanding anything contained in this Section 9(a) to the contrary, DealerTrack shall not have any right whatsoever to terminate this Agreement upon the expiration of the Initial Term or any such Renewal Term, as the case may be, except for cause as set forth in Section 9(b) below, for so long as the Lender and/or its Affiliates (as such term is defined in the Amended and its Related Subsidiaries incurred pursuant to any Restated Stockholders' Agreement of the Parent Company, dated as of the date hereof, among the Parent Company and the stockholders listed therein (the "Stockholders' Agreement")), holds either (i) equity monetization and/or hedging transactions entered into with respect to shares securities of the Parent Company representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis (as defined in the Stockholders' Agreement)), (ii) seventy-five (75%) percent of the capital stock of DST Systems; provided that the aggregate principal amount Parent Company held by it as of such Indebtedness shall not the Effective Date (as adjusted for stock splits, stock dividends and the like) or (iii) capital stock whose fair market value is at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price least $6,000,000 based on the New York Stock Exchange last offering of a share of capital stock of DST Systems on securities by the date Parent Company. Notwithstanding anything contained in this Section 9(a) to the contrary, prior to any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value renewal of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) Agreement hereunder, the parties agree to negotiate in good faith any amendments to the then current terms and conditions of the Five-Year Agreement is amended to read as follows: (xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to the most favored pricing provisions set forth in the parenthetical aboveExhibit B) that shall have been repaidmake the then current terms and conditions of the Agreement impractical in light of changes to DealerTrack's business and provided further, prepaid, redeemed, purchased or defeased by Stilwell or any that DealerTrack is attempting to treat Lender in substantially a similar manner as other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this AgreementDealerTrack Financial Institutions."

Amendment of Section. 6.01(a1(a). Section 6.01(a1(a) of the Five-Year Rights Agreement is hereby ------------------------- amended as followsby deleting Section 1 (a) in its entirety and substituting the following therefor: (a) Paragraph (viii) Acquiring Person, shall mean any Person who or which, alone or together with all Affiliates and Associates of Section 6.01(a) is amended to read as follows: (viii) at any time after such Person, shall be the completion Beneficial Owner of 15% or more of the Exchange TransactionCommon Shares then outstanding (the "Acquiring Person Trigger Amount") (other than as a result of a Permitted Offer (as hereinafter defined)), Indebtedness but shall not include the Company, any Subsidiary of the Borrower and its Related Subsidiaries incurred Company, or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for or pursuant to the terms of any equity monetization and/or hedging transactions entered such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person": (i) as the result of an acquisition of Common Shares by the Company which, by reducing the number of Common Shares outstanding, increases the proportionate number of Common Shares beneficially owned by such Person to the Acquiring Person Trigger Amount; provided, however, that if a Person shall become the Beneficial Owner of the Acquiring Person Trigger Amount by reason of Common Share purchases by the Company and shall thereafter become the Beneficial Owner of any additional Common Shares, other than pursuant to the receipt of stock dividends or stock splits on a pro rata basis on Common Shares already beneficially owned by such Person, then such Person shall be deemed to be an "Acquiring Person" or (ii) who is a Person who is the Beneficial Owner of the Acquiring Person Trigger Amount but who acquired Beneficial Ownership of Common Shares without any plan or intention to seek or affect control of the Company, if such Person promptly enters into an irrevocable commitment promptly to divest, and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such shares), sufficient shares of capital stock Common Shares (or securities convertible into, exchangeable into or exercisable for Common Shares) so that such Person ceases to be the Beneficial Owner of DST Systems; provided that the aggregate principal amount Acquiring Person Trigger Amount or (iii) who beneficially owns Common Shares consisting solely of such Indebtedness shall not at any time exceed the greater of (x) one or more (A) 7,424,052 multiplied Common Shares beneficially owned pursuant to the grant for exercise of an option granted to such Person by the Company in connection with an agreement to merge with, or acquire, the Company entered into prior to a Section 11(a)(ii) Trigger Date, (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered Common Shares (or securities convertible into, exchangeable into or exercisable for Common Shares), beneficially owned by such Person or its Affiliates or Associates at the time of grant of such option or (yC) Common Shares (or securities convertible into, exchangeable into or exercisable for Common Shares) acquired by Affiliates or Associates of such Person after the current value time of such grant which, in the aggregate, amount to less than 1% of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) outstanding Common Shares. For purposes of the Five-Year Agreement is amended to read as follows: definition of "Acquiring Person", the Acquiring Person Trigger Amount for Xxxxxx X. Xxxxxxx (xi"Xxxxxxx") other Indebtedness of Stilwell or Circle F Ventures, LLC, a Georgia limited liability company ("Circle F") (Xxxxxxx and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness Circle F are collectively referred to in as the parenthetical above"Circle F Group"), shall be 24% or more of the Common Shares then outstanding (the "Circle F Trigger Amount") that which shall have been repaidbe applicable if any member of the Circle F Group has, prepaidor, redeemedtogether with any Affiliates and Associates of such member, purchased or defeased by Stilwell or any other Related Subsidiaryshall be the Beneficial Owner of, xxxxxxxxg any such Indebtedness Circle F Trigger Amount. For purposes of either Borrower or any Related Subsidiary the definition of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness"Acquiring Person", the principal thereof is not by its terms required Acquiring Person Trigger Amount for Special Situations Fund III, L.P., a Delaware limited partnership ("SSF III"), MGP Advisers Limited Partnership, a Delaware limited partnership ("MGP"), Special Situations Cayman Fund, L.P., a Cayman Islands limited partnership (SS Cayman"), AWM Investment Company, Inc., a Delaware corporation ("AWM"), Xxxxxx X. Xxxxx ("Marxe") or Xxxxx Greenhouse ("Greenhouse") (SSF III, MGP, SS Cayman, AWM, Marxe and Greenhouse are collectively referred to as "Special Situations Group"), shall be repaid24% or more of the Common Shares then outstanding (the "Special Situations Trigger Amount") which shall be applicable if any member of the Special Situations Group has, prepaidor, redeemed, purchased or defeased, in whole or in part, at the option of together with any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence Affiliates and Associates of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreementmember, shall be the Beneficial Owner of, such Special Situations Trigger Amount."

Amendment of Section. 6.01(a1(a). Section 6.01(a1(a) of the Five-Year Rights Agreement is hereby amended as follows: to add the following proviso at the end thereof: "; provided, however, that none of Ampersand, Ampersand Companion, Morgxxxxxxxx, Xxlex, IFH, the IFH Shareholders or any of their respective Affiliates or Associates shall be an "Acquiring Person" solely by virtue of (ai) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion execution of the Exchange TransactionMerger Agreement, Indebtedness of (ii) the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares acquisition of capital stock of DST Systems; provided that the aggregate principal amount Company pursuant to the Merger Agreement or the consummation of such Indebtedness shall not at any time exceed the greater of Merger, (x) (A) 7,424,052 multiplied by (Biii) the closing price on execution of the New York Stock Exchange Purchase Agreement, the acquisition of a share Common Stock or Preferred Shares pursuant to the Stock Purchase Agreement or the acquisition of capital stock Common Stock upon conversion of DST Systems on the date Preferred Shares, or upon payment of dividends thereon, (iv) the execution of the Subordinated Notes and Warrant Purchase Agreement, the acquisition of Warrants pursuant to the Subordinated Notes and Warrant Purchase Agreement, or the acquisition of Common Stock upon exercise of the Warrants, (v) the execution of the Governance Agreement or the Voting Agreement, (vi) the consummation of any applicable equity monetization and/or hedging other transaction in connection with shares of capital stock of DST Systems is entered into pursuant to the Merger Agreement, Stock Purchase Agreement, the Governance Agreement, the Subordinated Notes and Warrant Purchase Agreement, or the Voting Agreement, or (yvii) the current value acquisition of Common Stock issued directly to Morgxxxxxxxx, Xxpersand, Ampersand Companion, Molex or the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) of IFH Shareholders after the Five-Year Agreement is amended to read Second Amendment Date by the Company, in all cases as follows: (xi) other Indebtedness of Stilwell adjusted for stock splits, dividends, recapitalizations and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or like and any other Related Subsidiary, xxxxxxxxg any such Indebtedness events requiring adjustment under the anti-dilution provisions of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreementapplicable governing instruments."

Amendment of Section. 6.01(a1(a). Section 6.01(a1(a) of the Five-Year Agreement is hereby amended Rights Agreement, which currently reads as follows: : "Notwithstanding anything in this Rights Agreement to the contrary, neither Elex NV (a"Elex") Paragraph (viiior its Affiliates or Associates) nor Xxxxxx Xxxxxxxxxx (or his Affiliates or Associates) shall be deemed to be an Acquiring Person solely by virtue of the announcement, occurrence or continuance of (i) the execution of the Common Stock Purchase Agreement dated as of May 26, 1998 between Elex and the Company (the "Purchase Agreement"), (ii) the execution of the Common Stock Purchase Agreement dated as of September 14, 1998 between Elex and the Company (the "Second Purchase Agreement"), (iii) the issuance to Elex of 1,500,000 shares of Common Stock of the Company in accordance with the terms of the Purchase Agreement and 4,000,000 shares of Common Stock of the Company in accordance with the terms of the Second Purchase Agreement, (iv) the grant of options to purchase shares of the Company's Common Stock to Mr. Xxxxxx Xxxxxxxxxx in connection with his position as a member of the Board of Directors of the Company, (v) the issuance of shares of Common Stock upon the exercise by Mr. Xxxxxx Xxxxxxxxxx of any options granted to Mr. Duchatelet in connection with his position as a member of the Board of Directors of the Company, (vi) any purchase by Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates) of Section 6.01(ashares of the Company's Common Stock in the open market from time to time, so long as any such purchase of shares does not cause Elex (and its Affiliates and Associates) is amended and Mr. Duchatelet (and his Affiliates and Associates) collectively at the time of such purchase to read be or to become deemed to be the Beneficial Owner of more than 5,500,000 shares of the Company's Common Stock in the aggregate (as follows: appropriately adjusted for stock splits, stock dividends and the like) (viiitogether with the shares described in clauses (iii), (iv) and (v) above, the "PERMITTED SHARES"), or (vii) Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates) holding or being deemed a Beneficial Owner of the Permitted Shares; provided, however, that if Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates), at any time after the completion issuance or purchase of any and all Permitted Shares, shall be or become deemed to be the Beneficial Owner of shares of Common Stock of the Exchange TransactionCompany other than the Permitted Shares, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of then such Indebtedness exemptions from being deemed an Acquiring Person contained in this sentence shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction be applicable. is hereby amended in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) of the Five-Year Agreement is amended its entirety to read as follows: : "Notwithstanding anything in this Rights Agreement to the contrary, neither Elex NV (xi"Elex") other Indebtedness (or its Affiliates or Associates) nor Xxxxxx Xxxxxxxxxx (or his Affiliates or Associates) shall be deemed to be an Acquiring Person solely by virtue of Stilwell the announcement, occurrence or continuance of (i) the execution of the Common Stock Purchase Agreement dated as of May 26, 1998 between Elex and the Company (the "Purchase Agreement"), (ii) the execution of the Common Stock Purchase Agreement dated as of September 14, 1998 between Elex and the Company (the "Second Purchase Agreement"), (iii) the issuance to Elex of 1,500,000 shares of Common Stock of the Company in accordance with the terms of the Purchase Agreement and 4,000,000 shares of Common Stock of the Company in accordance with the terms of the Second Purchase Agreement, (iv) the grant of options to purchase shares of the Company's Common Stock to Xxxxxx Xxxxxxxxxx in connection with his position as a member of the Board of Directors of the Company, (v) the issuance of shares of Common Stock upon the exercise by Xxxxxx Xxxxxxxxxx of any options granted to Mr. Duchatelet in connection with his position as a member of the Board of Directors of the Company, (vi) any purchase by Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates) of shares of the Company's Common Stock in the open market from time to time, so long as any such purchase of shares does not cause Elex (and its Related Subsidiaries Affiliates and Associates) and Mr. Duchatelet (and his Affiliates and Associates) collectively at the time of such purchase to be or to become deemed to be the Beneficial Owner of more than (1) 3,687,007 shares of the Company's Common Stock in the aggregate (as appropriately adjusted for stock splits, stock dividends and the like) less (2) the number of shares of Common Stock (as appropriately adjusted for stock splits, stock dividends and the like) sold, transferred or otherwise disposed of by Elex (and its Affiliates and Associates) after April 22, 2004 (together with the shares described in clauses (iii), (iv) and (v) above, the "Permitted Shares"), or (vii) Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates) holding or being deemed a Beneficial Owner of the Permitted Shares; provided, however, that xx xxx secured by any Lien in an aggregate principal amount if Elex (or its Affiliates or Associates) or Mr. Duchatelet (or his Affiliates or Associates), at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus after the aggregate principal amount issuance or purchase of any Indebtedness outstanding under this paragraph (and all Permitted Shares, shall be or become deemed to be the Beneficial Owner of shares of Common Stock of the Company other than Indebtedness referred to the Permitted Shares, then such exemptions from being deemed an Acquiring Person contained in the parenthetical above) that this sentence shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase)not be applicable; provided that with respect to any such Indebtedness issued or incurred to extendfurther, renew or refinance existing Indebtednesshowever, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence exemptions contained in this sentence shall not be applicable from and after the date that Elex (and its Affiliates or Associates) and Mr. Duchatelet (and his Affiliates or Associates) Beneficially Own less than 15% of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreementthe Common Shares then outstanding."

Amendment of Section. 6.01(a3(a). ------------------------- The first sentence of Section 6.01(a3(a) of the Five-Year Rights Agreement is hereby amended to read in its entirety as follows: (a) Paragraph Until the earlier of (viiii) of Section 6.01(a) is amended to read as follows: (viii) at any time the tenth Business Day after the completion Shares Acquisition Date or (ii) the tenth Business Day (or such later, date as may be determined by action of the Exchange Transaction, Indebtedness Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the Borrower and its Related Subsidiaries incurred commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding the Company's Common Shares for or pursuant to the terms of any equity monetization and/or hedging transactions entered into with respect such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding the Company's Common Shares for or pursuant to shares the terms of capital stock any such plan) to commence, a tender or exchange offer the consummation of DST Systemswhich would result in any Person becoming the Beneficial Owner of the Company's Common Shares aggregating 15% or more of the Company's then outstanding Common Shares or, in the case of the Permitted Investor, which would cause the Permitted Investor to beneficially own Company Common Shares in excess of the Beneficial Ownership Limitation (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; provided that the aggregate principal amount earlier of such Indebtedness shall not at any time exceed dates being herein referred to as the greater of "Distribution Date"), (x) the Rights will be evidenced (Asubject to the provisions of Section 3(b) 7,424,052 multiplied hereof) by the certificates for the Company's Common Shares registered in the names of the holders thereof (Bwhich certificates shall also be deemed to be Right Certificates) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or and not by separate Right Certificates, and (y) the current value right to receive Right Certificates will be transferable only in connection with the transfer of the collared floor under such equitization and/or hedging transactions. Company's Common Shares. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (band the Rights Agent will, if requested and provided with or given access to the necessary information, send) Section 6.01(a)(xi) by first-class, insured, postage-prepaid mail, to each record holder of the Five-Year Agreement is amended to read Company's Common Shares as follows: (xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount Close of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in Business on the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in partDistribution Date, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence address of such Indebtedness would not cause holder shown on the records of the Company, a Default or an Event Right Certificate, in substantially the form of Default under any other Section Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of this Agreementthe Distribution Date, the Rights will be evidenced solely by such Right Certificates."

Amendment of Section. 6.01(a8.1(f). Section 6.01(a8.1(f) of the Five-Year Agreement is hereby amended as follows: (a) Paragraph (viii) of Section 6.01(a) is --------------------------- amended to read in its entirety as follows:follows (and Section 8.1(g) is hereby deleted in its entirety and replaced with "[Intentionally Omitted]"): (viiii) at The Company shall not (nor shall it permit any time of its Subsidiaries to) engage in any Liquidity Event for consideration to the Company (or any Subsidiary) other than for (i) cash, (ii) the assumption by the acquiring Person (or an Affiliate of such Person) of debt for borrowed money of the Company or any of its Subsidiaries that remains a Subsidiary of the Company after the completion Liquidity Event (it being understood that this subclause (ii) shall not prohibit the Company or any Subsidiary from engaging in a Liquidity Event solely on account of the Exchange Transaction, Indebtedness fact that the acquiring Person or Affiliate of such Person assumes liabilities or obligations of the Borrower and its Related Subsidiaries incurred pursuant to Company or any equity monetization and/or hedging transactions entered into with respect to Subsidiary), (iii) Deferred Cash Consideration (as such term is defined below) or (iv) shares of capital stock of DST Systems; provided that the aggregate principal amount of or other ownership interests in any other company or entity or warrants, options or other rights to acquire such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock or other ownership interests or securities convertible into shares of DST Systems is entered into capital stock or other ownership interests (collectively, "Securities"). ---------- As used in this Section 8.1(f), "Deferred Cash Consideration" shall mean --------------------------- cash consideration received in a Liquidity Event in the form of (A) an earnout, royalty or similar contingent right to receive future cash payments, (B) cash held in escrow, or (yC) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) of the Five-Year Agreement is amended to read as follows: (xi) one or more promissory notes or other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien debt instruments payable in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaidcash, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (otherprovided that, in each case, than Indebtedness repaidthe Company will ultimately receive a payment in cash, prepaidif any payment is made. For the purposes of Section 7.1 hereof, redeemedto the extent that Deferred Cash Consideration is received by the Company or a Subsidiary in connection with any Liquidity Event, purchased such Deferred Cash Consideration shall not be deemed to constitute Net Proceeds from such Liquidity Event until the Company receives a cash payment with respect thereto (i.e., as an earnout payment, cash released from escrow or defeased payments under a promissory note or other debt instrument). In the event that the Company receives any "Securities Distributions" (as defined below) in respect of Securities, such Securities Distributions shall be treated as follows: (w) to the extent such Securities Distributions are Securities, such Securities Distributions shall be treated for all purposes (including Section 7.1) as Securities received in connection with the Liquidity Event in which the original Securities (with respect to which such Securities Distributions were distributed or paid) were received by the Company; (x) to the extent such Securities Distributions are cash, such Securities Distributions shall be treated for all purposes (including Section 7.1) as cash received in respect of Deferred Cash Consideration, and shall be deemed to have been received in connection with the Liquidity Event in which the original Securities (with respect to which such cash was distributed or paid) were received by the Company; (y) to the extent such Securities Distributions are Deferred Cash Consideration, such Securities Distributions shall be treated for all purposes (including Section 7.1) as Deferred Cash Consideration received in connection with the Liquidity Event in which the original Securities (with respect to which such Securities Distributions were distributed or paid) were received by the Company; and (z) to the extent such Securities Distributions are not Securities, Deferred Cash Compensation or cash, they shall be referred to as "Other ----- Distributed Instruments" and shall be treated as if they are Deferred Cash ----------------------- Consideration, except that notwithstanding anything to the contrary in paragraph (iv) of this Section 8.1(f), the appropriate portion of such Other Distributed Instruments shall be distributed to Mattel not later than the fifth anniversary of the Closing, or if that is impossible, valued as of the date of the fifth anniversary of the Closing and the Company shall pay Mattel in cash the appropriate portion thereof based on the principles set forth in Section 7.1 and the fact that such Other Distributed Instruments were received in the Liquidity Event in which the original Securities (with respect to which such Other Distributed Instruments were distributed or paid) were received by the Company. "Securities ---------- Distribution" means, with respect to any Securities received by the Company ------------ in a Liquidity Event, any and all dividends, distributions or payments received by the Company in respect of or in exchange for such Securities. (ii) For the purposes of Section 7.1 hereof, to the extent that Securities are received by the Company or a Subsidiary in connection with any Liquidity Event, such Securities shall not be deemed to constitute Net Proceeds from such Liquidity Event until such time as (x) such Securities have been sold by the Company or such Subsidiary for cash, in which case the net proceeds from such sale shall be deemed Net Proceeds and the Company shall as promptly as practicable make the payments required under Section 7.1(a) in cash, (y) subject to the provisions of new Indebtedness issued clause (vi) hereof, the board of directors reasonably determines (a "Securities Determination") in good faith (and immediately notifies Mattel of such Securities Determination) that such Securities are or have become "Freely Tradable Securities" (as defined below), in which case, as of the date of such Securities Determination, the value of such Freely Tradable Securities (using the valuation formula set forth below) shall be deemed Net Proceeds from such Liquidity Event and the Company shall make as promptly as practicable the payments, if any, required under Section 7.1(a) either in cash or, if the requirements set forth in this Section 8.1(f) below are met, in such Freely Tradable Securities or (z) Mattel at its option has elected to receive such Securities and deems them to be Net Proceeds, in which case, from and after receipt of written notice to such effect from Mattel, such Securities shall be considered to be Net Proceeds and the applicable portion of such Securities shall be transferred to Mattel in accordance with Section 7.1(a), with all of such Securities valued at the fair market value as of the time such notice is received by the Company, without reference to any liquidity or minority control discount (subject to the dispute resolution mechanism set forth in Section 7.1(e)); provided, however, that, with respect to this clause (z), to the extent that such Securities are bound by contractual restrictions, Mattel shall agree to be bound by such restrictions to the same extent as the Company, so long as the Company has notified Mattel of such restrictions prior to Mattel sending such notice referred to above, but only to the extent that each equity holder of the Company to whom any Securities of such class have been transferred pursuant to Section 7.1(b) is also bound by such restrictions. (iii) Unless Mattel has made the election referred to in subclause (z) above, the Company may not transfer any Securities to Mattel unless at the time of transfer (A) such Securities are Freely Tradable Securities; (B) such Securities are transferred in accordance with Section 7.1 and this Section 8.1(f); (C) at the time of such transfer, the Company makes arrangements reasonably satisfactory to Mattel to ensure that no Person that has received or receives, pursuant to Section 7.1(b), Securities of the same class, may sell, transfer or otherwise reduce its risk in such Securities, within one year of such transfer, without ensuring that Mattel is provided the same opportunity to sell, transfer or otherwise reduce its risk on terms that are no less favorable to Mattel than such other Person, and Mattel is provided reasonable opportunity to respond to each such offered opportunity; and (D) Mattel receives the same (or better) rights (including, without limitation, rights of resale and transaction or other fees or economic benefits and special governance rights) as any other Person receiving Securities in connection with such Liquidity Event and no Person receives Securities of a different class than those transferred to Mattel in connection with or as a result of such Liquidity Event; provided that the foregoing clauses (B)-(D) shall not obligate the Company to restrict the right or ability of such Person receiving the Freely Tradable Securities from engaging in ordinary course brokerage sales thereof that are not block trades. (iv) In the event any Securities received in a Liquidity Event have not been deemed Net Proceeds and fully paid in accordance with Section 7.1(a) at the fifth anniversary of the Closing Date, such Securities shall be valued at the fair market value thereof, without reference to any liquidity or minority control discount (subject to the dispute resolution mechanism set forth in Section 7.1 (e)) and be deemed Net Proceeds, which shall be paid in accordance with Section 7.1(a), and which shall not be included in the determination of the Fifth Year Enterprise Value. Likewise, to the extent that instruments ("Unpaid Deferred Instruments") are held by the Company on the fifth anniversary of the Closing Date in respect of Deferred Cash Consideration that at such time have not yet been fully paid in cash, the value of such instruments shall not be included in the determination of the Fifth Year Enterprise Value. Rather, the Company shall take all action necessary to transfer to Mattel the portion of such instruments as Mattel would be entitled if such instruments were considered Net Proceeds of the Liquidation Event for which such instruments were acquired by the specific purpose Company and if that is impossible, then the Company shall insure that all cash received in respect hereof to which Mattel would be entitled under Section 7.1(a) is transferred immediately upon receipt to Mattel. Notwithstanding anything to the contrary in this Agreement, the parties hereby clarify that regardless of providing funds for when Net Proceeds are actually received or deemed to be received (and regardless of the form of consideration), the portion of Excess Net Proceeds that shall be paid to Mattel in accordance with Section 7.1(a) shall be determined on the basis of when a binding agreement with respect to the Liquidity Event giving rise to such Net Proceeds is signed, as is set forth in Section 7.1(a), and not on the basis of when Net Proceeds are received or deemed to be received. For purposes of Section 7.3(a), the value of Unpaid Deferred Instruments received in connection with Liquidity Events and held by the Company and the value of Securities received in connection with Liquidity Events and held by the Company, in each case on the third anniversary of the Closing, shall be excluded from the Three Year Enterprise Value. (v) As used in this Section 8.1(f), "Freely Tradable Securities" -------------------------- shall mean shares of common equity securities (1) that are listed on a national securities exchange or reported through the automated quotation system of a registered securities association, (2) as to which there is available adequate current public information with respect to the issuer thereof that satisfies the informational requirements of Rule 144(c) of the Securities Act of 1933 and (3) with respect to which there is no contractual or legal restriction of any kind on the sale, distribution or other transfer thereof by the Company, any Subsidiary of the Company or Mattel. (vi) Following any Liquidity Event in which the Company receives Securities, the Company's board of directors must consider whether such repaymentSecurities satisfy provisions (1) through (3) of the preceding sentence (i) at least once per calendar month and (ii) within ten business days of the receipt of a request by Mattel to make such determination. If, prepaymentpursuant to a request by Mattel that the Company's board of directors determine whether the Securities are Freely Tradable Securities, redemption the board of directors fails to determine that such Securities are Freely Tradable Securities, or purchasein the event that the Company's board of directors makes a Determination but Mattel reasonably and in good faith believes that such Securities are not Freely Tradable Securities, Mattel shall have the right to request that the issue of whether such Securities are Freely Tradable Securities be determined by arbitration (the date of such assertion being a "Request Date"); provided that the arbiter shall be a ------------ nationally recognized law firm that has not been engaged for any other matter by any of the parties to this Agreement, any equity holders of the Company or Holdings or any of their Affiliates within the two-year period prior to such dispute. If the Company and Mattel are unable to agree within five business days of the Request Date upon a suitable nationally recognized law firm to adjudicate whether such Securities are Freely Tradable Securities, each of the Company and Mattel shall select a nationally recognized law firm within six business days of the Request Date. Within ten business days of the Request Date, the two selected law firms shall select a third nationally recognized law firm to arbitrate the dispute. All fees and expenses relating to the work, if any, to be performed by the arbitrator and the law firms selected pursuant to this provision shall be borne equally by the parties. The neutral arbitrator's determination of whether such Securities are Freely Tradable Securities shall be made within five business days of its selection, shall be set forth in a written statement delivered to Mattel and the Company and shall be final, binding and conclusive. In the event that the neutral arbitrator decides that Securities that the board of directors of the Company Determined were Freely Tradable Securities are not Freely Tradable Securities, then notwithstanding the prior Securities Determination, such Securities shall not be deemed to be Freely Tradable Securities and the first sentence of this paragraph (vi) shall continue to apply. If the neutral arbitrator determines that such Securities are Freely Tradable Securities despite the failure of the board of directors of the Company to make such a Securities Determination, then such Securities shall be deemed to be Freely Tradable Securities as of such date.. The procedures of this Section 8.1(f) shall apply to any Securities received by the Company or a Subsidiary thereof permitted to receive Securities in a Liquidity Event. (vii) In the event of a transfer of Freely Tradable Securities pursuant to Section 7.1 as described above and for purposes of Section 7.4, Freely Tradable Securities shall be valued at the average of the last sale prices for the twenty trading days preceding the second business day prior to the date that the Company gives instructions to the transfer agent to effect the transfer of such Securities to Mattel, unless during such twenty day period any dividend has been declared or paid with respect to such Securities or any extraordinary transaction has occurred with respect thereto, in which event appropriate adjustments shall be made in such Indebtedness issued valuation (and the adjustments shall be subject to the dispute resolution procedures set forth in Section 7.1(e)). The Company shall not (nor shall it permit any of its Subsidiaries to) engage in any Liquidity Event in which the consideration in respect of assets of the Company or incurred to extend, renew any of its Subsidiaries is received by any Person other than the Company or refinance existing Indebtedness, a wholly owned Subsidiary of the principal thereof Company; it being understood that the foregoing -- ----- ---------- sentence is not by intended to and shall not prohibit bona fide payments (x) to employees of the Company or any of its terms required Subsidiaries that are not employees, consultants or Affiliates of AEG or Holdings and that are not Gores Family Entities and (y) that are in the nature of employee "stay" bonuses or hiring bonuses or the assumption or payment of liabilities to be repaidthird parties that are not Affiliates, prepaidemployees or consultants of AEG or Holdings or Gores Family Entities (e.g., redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreementtrade payables)."

Amendment of Section. 6.01(a3(a). The first sentence of Section 6.01(a3(a) of the Five-Year Agreement is hereby amended as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the completion of the Exchange Transaction, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) of the Five-Year Rights Agreement is amended to read in its entirety as follows: : "Until the earlier of (xii) other Indebtedness the Close of Stilwell Business on the Shares Acquisition Date and its Related Subsidiaries (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person and of which the Company will give the Rights Agent prompt written notice) after the date that xx xxx secured a tender or exchange offer by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph Person (other than Indebtedness referred the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more (or in the parenthetical abovecase of Warburg, more than the Permitted Percentage) that shall have been repaidof the shares of Company Common Stock then outstanding, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (otheror, in each casethe case of the Investor Group during the Interim Period, than Indebtedness repaidthe Investor Group purchases any securities of the Company which result in the Permitted Investor becoming the Beneficial Owner (as defined in the Xxxxxx Rights Agreement) of any securities of the Company in addition to the Shares, prepaidor in the case of the Investor Group during the Threshold Period, redeemedthe Permitted Investor's Beneficial Ownership (as defined in the Xxxxxx Rights Agreement) would exceed the Beneficial Ownership Limitation (as defined in the Xxxxxx Rights Agreement), purchased or defeased (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the proceeds transfer of new Indebtedness issued for the specific purpose shares of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this AgreementCommon Stock."