ASSIGNMENT, CONSENT AND ACCEPTANCE
WHEREAS, DST Systems, Inc. ("DST") and Kansas City Southern Industries,
Inc. ("KCSI") are parties to that certain Registration Rights Agreement dated as
of October 24, 1995, amended as of June 30, 1999 (the "Agreement"), a copy of
which amendment is attached hereto as Exhibit A; and
WHEREAS, KCSI desires to assign all of its rights and obligations under
the Agreement to KCSI's wholly-owned subsidiary, Xxxxxxxx Financial, Inc.
("Xxxxxxxx") which may in turn desire to make further assignments, and DST
desires to consent to such assignments on certain terms and conditions.
NOW, THEREFORE, KCSI, DST and Xxxxxxxx agree as follows:
I. Defined Terms
Capitalized terms used herein shall have the meaning set forth herein
or in the Agreement.
II. Assignment
KCSI hereby transfers and assigns to Xxxxxxxx all of KCSI's rights and
obligations under the Agreement subject to the consent of DST and the acceptance
of Xxxxxxxx set forth below.
III. Consent to Transfers
A. DST consents to the transfer by KCSI to Xxxxxxxx of all of KCSI's
shares of DST common stock, and agrees that such shares shall continue to be
Registrable Securities; provided, however, that Xxxxxxxx is not an investment
advisor or investment company under the Investment Company Act of 1940 or
Investment Advisors Act of 1940, each as amended.
B. DST consents to the transfer by Xxxxxxxx to Xxxxxxxx Management,
Inc. ("Xxxxxxxx Management") of all of Xxxxxxxx'x shares of DST common stock and
agrees that such shares shall continue to be Registrable Securities; provided,
however, that Xxxxxxxx owns at least ninety-five percent (95%) of Xxxxxxxx
Management's voting power and that by December 31, 1999 Xxxxxxxx Management is
not an investment advisor or investment company under the Investment Company Act
of 1940 or Investment Advisors Act of 1940, each as amended.
IV. Consent to Assignment
Pursuant to Section 6 of the Agreement, DST (1) consents to the above
assignment by KCSI to Xxxxxxxx, and (2) following distribution by KCSI to its
shareholders of all of the common stock of Xxxxxxxx, consents to Xxxxxxxx
assigning, at its discretion, the Agreement or registration rights as to some or
all of the Registrable Securities under the Agreement to (a) one or more direct
or indirect wholly-owned subsidiaries of Xxxxxxxx ("Xxxxxxxx Subsidiaries"),
and/or (b) a third party in connection with any transaction involving the sum of
One Hundred Million Dollars ($100,000,000.00) or more, which is a sale of
Registrable Securities in a private placement or a transaction in which Xxxxxxxx
or a Xxxxxxxx Subsidiary has the right or obligation to deliver Registrable
Securities in repayment of borrowed funds. This Consent to Assignment is subject
to the following:
(a) the entities to which the Agreement or rights thereunder
be assigned as set forth in clause 2 above ("Permitted Assigns") may
exercise rights under the Agreement only if (1) DST is notified in
writing in advance of the assignment of the identity of the Permitted
Assignee, the number of Registrable Shares to which the assignment
applies, and the substance of the transaction under which the
assignment is made; and (2) the Permitted Assignee agrees in writing to
be bound by all of the terms and conditions of the Agreement;
(b) all Permitted Assignees and Xxxxxxxx shall be considered
as one entity for purposes of Sections 2(e) and 3(b) of the Agreement,
except that Permitted Assignees (other than Xxxxxxxx and Xxxxxxxx
Subsidiaries) will not be, collectively, subject to the
one-time-in-any-twelve-month-period requirement of Section 2(e) of the
Agreement; and
(c) all notices required or permitted to be given by DST under
the Agreement may be given by DST to Xxxxxxxx only, regardless of any
assignment by Xxxxxxxx to Permitted Assignees.
V. Acceptance
Xxxxxxxx hereby accepts assignment of the Agreement by KCSI set forth
above subject to the terms and conditions of the Consent to Assignment by DST
set forth above, and Xxxxxxxx agrees to be bound by all of the terms and
conditions of the Agreement and to perform all of KCSI's obligations under the
Agreement.
Dated as of this 11th day of August, 1999.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By: /s/Xxxxxx X. Xxxxxxx
Printed Name: Xxxxxx X. Xxxxxxx
Title: President
DST SYSTEMS, INC.
By: /s/Xxxxxxx X. Xxxxx
Printed Name: Xxxxxxx X. Xxxxx
Title: Vice President and Chief Financial Officer
XXXXXXXX FINANCIAL, INC.
By: /s/Xxxxx X. Xxxxxxxxx
Printed Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Secretary
