Exhibit 10.1
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT , dated as of June 30, 2009 (this “
Amendment ”), is entered into by and among
FOUNTAIN CITY FINANCE, LLC, a Delaware limited liability company
(the “ Seller ”), ENTERPRISE FUNDING
COMPANY LLC, a Delaware limited liability company (“
Enterprise Funding ”), as an Investor, BANK OF
AMERICA, NATIONAL ASSOCIATION, a national banking association
(“ Bank of America ”), as agent (the
“ Agent ”) for the Investors and the
Banks, DST SYSTEMS, INC., a Delaware corporation, as the Parent and
the Servicer, and each of the parties named on Schedule III
of the Agreement (as defined below) thereto as Originators.
Capitalized terms used and not otherwise defined herein are used as
defined in the Agreement.
WHEREAS, the parties hereto entered
into that certain Receivables Purchase Agreement, dated
May 21, 2009 (the “ Agreement
”);
WHEREAS, the parties hereto desire
to amend the Agreement in certain respects as provided
herein;
NOW THEREFORE, in consideration of
the premises and the other mutual covenants contained herein, the
parties hereto agree as follows:
SECTION 1.
Amendment
.
(a)
Clause
(b) of the definition of “Fixed Period” in
Section 1.01 of the Agreement is hereby amended and restated
in its entirety as follows:
(b) in the case of any Fixed
Period in respect of which Yield is computed by reference to the
Alternate Rate, each successive period of from one to and including
twenty-nine (29) days, or a period of one month, as the Seller
shall select and the Agent may approve on notice by the Seller
received by the Agent (including notice by telephone, confirmed in
writing) not later than 11:00 a.m. (New York City time) on
(A) the day which occurs three Business Days before the first
day of such Fixed Period (in the case of Fixed Periods in respect
of which Yield is computed by reference to the Eurodollar Base
Rate) or (B) the first day of such Fixed Period (in the case
of Fixed Periods in respect of which Yield is computed by reference
to the Alternate Base Rate), each such Fixed Period for such
Receivable Interest to commence on the last day of the immediately
preceding Fixed Period for such Receivable Interest (or, if there
is no such Fixed Period, on the date of purchase of such Receivable
Interest), except that if the Agent shall not have received
such notice, or the Agent and the Seller shall not have so mutually
agreed, before 11:00 a.m. (New York City time) on
such
day, such Fixed Period shall be one
day;
(b)
Clause
(ii) of the definition of “Paydown Amount” in
Section 1.01 of the Agreement is hereby amended and restated
in its entirety as follows (with the changed portions of such
clause appearing as underlined text for ease of reference
and for purposes of this Amendment only):
(ii) the
aggregate of accrued and unpaid Yield and fees as of such
date for such Receivable Interest.
(c)
Section 2.01(e)(i) of
the Agreement is hereby amended and restated in its entirety as
follows:
(e)
(i) (a)
The Seller may, on any Paydown Date,
reduce all or any portion of the Aggregate Capital on such date
(together with any accrued and unpaid Yield and fees on such date
on the Receivable Interests related thereto and, in connection with
a reduction of all of the Aggregate Capital, together with all
other Aggregate Unpaids) as follows:
(I)
the Seller shall instruct the
Servicer to (and the Servicer shall) set aside Collections and hold
them in trust for the Agent under clause (b)(i) of
Section 2.04 ) until the amount so set aside shall
equal the Aggregate Paydown Amount corresponding to the desired
amount of reduction of the Aggregate Capital, and, in connection
with a reduction of all of the Aggregate Capital, together with all
other Aggregate Unpaids; provided , however , that
all reductions hereunder shall include all breakage costs payable
pursuant to Section 2.08(c) ; and
(II)
the Seller shall pay to the Agent
from Collections set aside and held by the Servicer pursuant to
clause (I) of this Section 2.01(e)(i)(a) ,
in reduction of the Aggregate Capital, the Aggregate Paydown Amount
(and, in connection with a reduction of all of the Aggregate
Capital, together with all other Aggregate Unpaids) (it being
understood that the Aggregate Capital shall not be deemed reduced
by any amount set aside or held by the Servicer pursuant to this
Section 2.01(e)(i)(a) unless and until, and then
only to the extent that, such amount is finally paid to the Agent
as stated herein); provided that the Aggregate Paydown
Amount for such date shall be in an amount equal to at least
$1,000,000 and in integral multiples of $100,000; and
provided further that if the Aggregate Capital after
giving effect to such reduction is less than $1,000,000, then the
Seller shall reduce all of the Aggregate Capital to zero on the
related Paydown Date.
(d)
Section 2.04(b)(i) of
the Agreement is hereby amended and restated in its entirety as
follows (with the changed portions of such Section appearing
as underlined text for ease of
2
reference and for purposes
of this Amendment only):
(i) set aside and ho
