EXCHANGE AGREEMENT (Unrestricted Notes)Exchange Agreement • November 30th, 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 A Senior Convertible Debentures due August 12, 2023 (the “Existing Notes”) for the Company’s new 4.125% Series C 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 6, 2009 among the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1 to Indenture, dated as of November __, 2009, and as it may be further supplemented or amended from time to time (collectively, the “Indenture”).
SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURESupplemental Indenture • November 30th, 2009 • DST Systems Inc • Services-computer processing & data preparation • Kansas
This SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURE, dated as of November 25, 2009 (this “Supplement”), is executed by and among DST SYSTEMS, INC., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture (defined below).
