0001341004-14-000333 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 23rd, 2014 • DST Systems Inc • Services-computer processing & data preparation • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 17, 2014 to the Credit Agreement referenced below is by and among DST Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender.

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CONSENT UNDER NOTE PURCHASE AGREEMENT
Consent Under Note Purchase Agreement • April 23rd, 2014 • DST Systems Inc • Services-computer processing & data preparation • New York

THIS CONSENT UNDER NOTE PURCHASE AGREEMENT (this "Consent"), dated as of April 17, 2014, is by and among DST SYSTEMS, INC., a Delaware corporation (the "Company"), and the Purchasers (as defined herein) party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement.

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