EXCHANGE AGREEMENT (Unrestricted Notes)Exchange Agreement • October 1st, 2009 • DST Systems Inc • Services-computer processing & data preparation
___________________ (including any other persons or entities exchanging Existing Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (the “Agreement”) with DST Systems, Inc., a Delaware corporation, (the “Company”) on ___________, 2009 whereby the Holder will exchange (the “Exchange”) the Company’s 4.125 % Series C Senior Convertible Debentures due August 12, 2023 (the “Existing Notes”) for the Company’s new 4.125% Series A Senior Convertible Debentures due August 12, 2023 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of October __, 2009 among the Company and The Bank of New York Mellon Trust Company, N.A, as Trustee (the “Trustee”), as it may be supplemented or amended from time to time (collectively, the “Indenture”).
DST SYSTEMS, INC. 4.125% Series C Convertible Senior Debentures due 2023 INDENTURE Dated as of October ___, 2009 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEEIndenture • October 1st, 2009 • DST Systems Inc • Services-computer processing & data preparation • Kansas
INDENTURE, dated as of the _____ day of October 2009, between DST SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the "TRUSTEE").
