DST SYSTEMS INC
EXH. 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>form8k_121604ex101.txt
<DESCRIPTION>EXH. 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                      SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND  AMENDMENT TO CREDIT AGREEMENT (this  "Amendment")  dated as of
December 10, 2004 to the Credit  Agreement  referenced below is by and among DST
Systems,  Inc., a Delaware corporation (the "Borrower"),  West Side Investments,
Inc., a Nevada  corporation  (the  "Guarantor"),  the Lenders  identified on the
signature pages hereto and Bank of America,  N.A. as  Administrative  Agent, L/C
Issuer and Swing Line Lender (the "Administrative Agent").

                               W I T N E S S E T H

     WHEREAS,  $650 million in credit  facilities have been established in favor
of the  Borrower  pursuant  to the terms of that  Credit  Agreement  dated as of
November  24,  2003 (as  amended  by that  certain  First  Amendment  to  Credit
Agreement  dated  as of  September  14,  2004  and as may  be  further  amended,
restated,  modified or supplemented  from time to time, the "Credit  Agreement")
among  the  Borrower,  the  Guarantor,   the  Lenders  identified  therein  (the
"Lenders") and the Administrative Agent;

     WHEREAS,  the  Borrower  has  requested  that the Lenders  amend the Credit
Agreement to modify certain provisions contained therein; and

     WHEREAS,  the Required Lenders have agreed to amend the Credit Agreement on
the terms and subject to the conditions set forth herein.

     NOW,  THEREFORE,  IN  CONSIDERATION  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     1. Defined Terms.  Capitalized  terms used herein but not otherwise defined
herein shall have the meanings provided to such terms in the Credit Agreement.

     2. Amendments.  Subject to the satisfaction of the conditions precedent set
forth in Section 3 hereof,  the  Credit  Agreement  is amended in the  following
respects:

          (a) A new  definition of "Equiserve  Disposition"  is added to Section
     1.01 in the appropriate alphabetical order to read as follows:

          "Equiserve  Disposition" shall mean the Disposition by the Borrower of
          all of the shares of Capital Stock of Equiserve, Inc. to Computershare
          Ltd.,  an  Australian  corporation  ("CPU"),   Computershare  (US),  a
          Delaware  general  partnership  ("CPU US") and EQAC  Inc.,  a Delaware
          corporation  ("EQAC")  for  approximately  $216,000,000  in  cash  and
          29,605,000 shares of the Capital Stock

<PAGE>

          of CPU pursuant to the terms of a Stock Purchase Agreement dated as of
          October 20, 2004 by and among the Borrower, CPU, CPU US and EQAC.

          (b) Section 8.05 (captioned "Dispositions") of the Credit Agreement is
     modified by replacing the  parenthetical  that reads "(excluding any assets
     sold or otherwise transferred in connection with a Permitted Securitization
     Transaction  and  Excluded  Dispositions)"  in clause (d) thereof  with the
     following:

          "(excluding and any assets sold or otherwise transferred in connection
          with a Permitted Securitization Transaction, Excluded Dispositions and
          the Equiserve Disposition)".

          (c)  Section  8.06  (captioned  "Restricted  Payments")  of the Credit
     Agreement is modified as follows:

               (i)  the  reference  in clause  (f)  thereof  to "7.5%" is hereby
                    deleted and replaced with "10.0%";

               (ii) the   parenthetical   in  clause  (f)  thereof   that  reads
                    "(measured  as of  December  31 of the most  recently  ended
                    fiscal  year)"  is  hereby  deleted  and  replaced  with the
                    following:

                    "(measured as of the last day of the  immediately  preceding
                    fiscal year for which the Required Financial Information has
                    been received by the Administrative Agent)"; and

               (iii)the  following  proviso is hereby added to the end of clause
                    (f) thereof:

                    "provided  that,  with respect to fiscal year 2005 only, the
                    limitation  set forth in this clause (f) shall be  increased
                    by an additional  $160,000,000  which shall be available for
                    share  repurchases  by the  Borrower  that  are  consummated
                    utilizing  the  after-tax  net  proceeds  of  the  Equiserve
                    Disposition."

          (d) Section 8.11(b) (captioned "Consolidated Net Worth") of the Credit
     Agreement is modified by adding the following at the end thereof:

          ", then  decreased  by an amount equal to fifty  percent  (50%) of the
          cost of all shares of Capital Stock of the Borrower repurchased by the
          Borrower after the date of this Agreement  (other than those shares of
          Capital  Stock of the Borrower  received by the Borrower in connection
          with the Janus Transaction)".

     3. Conditions Precedent. This Amendment shall become effective upon receipt
by the  Administrative  Agent of counterparts of this Amendment duly executed by
the Borrower, the Guarantor and the Required Lenders.

<PAGE>

     4.  Representations  and  Warranties.  The Borrower and the Guarantor  each
hereby  represent and warrant that (a) it has the requisite  corporate power and
authority  to  execute,  deliver  and  perform  this  Amendment,  (b) it is duly
authorized  to, and has been  authorized by all necessary  corporate  action to,
execute,  deliver  and  perform  this  Amendment,  (c)  no  consent,   approval,
authorization or order of, or filing,  registration or  qualification  with, any
court or  governmental  authority or third party is required in connection  with
the  execution,  delivery  or  performance  by it of  this  Amendment,  (d)  the
execution,  delivery and performance by it of this Amendment do not and will not
conflict with,  result in a breach of or constitute a default under the articles
of  incorporation,  bylaws  or other  organizational  documents  of  either  the
Borrower or the Guarantor or any of their Subsidiaries or any indenture or other
material agreement or instrument to which any such Person is a party or by which
any of its properties may be bound or the approval of any Governmental Authority
relating to such  Person  except as could not  reasonably  be expected to have a
Material Adverse Effect,  (e) the  representations  and warranties  contained in
Article VI of the Credit Agreement are true and correct in all material respects
on and as of the date hereof as though  made on and as of such date  (except for
those which expressly  relate to an earlier date) and (f) after giving effect to
this Amendment, no Default or Event of Default exists under the Credit Agreement
on and as of the date  hereof  or will  occur as a  result  of the  transactions
contemplated hereby.

     5. No Other Changes; Ratification. Except as expressly modified hereby, all
of the terms and  provisions of the Credit  Agreement  (including  schedules and
exhibits  thereto) and the other Loan  Documents  shall remain in full force and
effect.  The  term  "this  Agreement"  or  "Credit  Agreement"  and all  similar
references as used in each of the Loan Documents shall hereafter mean the Credit
Agreement as amended by this Amendment.  Except as herein  specifically  agreed,
the Credit  Agreement is hereby  ratified and confirmed and shall remain in full
force and effect according to its terms.

     6. Costs and Expenses.  The Borrower agrees to pay all reasonable costs and
expenses  of the  Administrative  Agent  in  connection  with  the  preparation,
execution  and delivery of this  Amendment,  including  without  limitation  the
reasonable fees and expenses of Moore & Van Allen, PLLC.

     7. Counterparts; Facsimile. This Amendment may be executed in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original  and it shall not be  necessary  in making  proof of this  Amendment to
produce or account for more than one such  counterpart.  Delivery of an executed
counterpart of this Amendment by telecopy by any party hereto shall be effective
as such party's original executed counterpart.

     8.  Governing  Law.  This  Amendment  shall be deemed to be a contract made
under,  and for all purposes shall be construed in accordance  with, the laws of
the State of New York.

     9. Entirety.  This Amendment and the other Loan Documents embody the entire
agreement   between  the  parties  and  supersede  all  prior   agreements   and
understandings,  if any,  relating  to the  subject  matter  hereof.  These Loan
Documents  represent  the final  agreement

<PAGE>

between  the  parties  and  may  not  be  contradicted  by  evidence  of  prior,
contemporaneous or subsequent oral agreements of the parties.  There are no oral
agreements between the parties.

     10. Acknowledgment of Guarantor. The Guarantor acknowledges and consents to
all of the terms and  conditions of this Amendment and agree that this Amendment
and any documents  executed in  connection  herewith do not operate to reduce or
discharge the Guarantor's  obligations  under the Credit  Agreement or the other
Loan Documents.

     11.  Affirmation  of Liens.  Each Loan Party affirms the liens and security
interests  created and granted by it in the Loan Documents  (including,  but not
limited to, the Security  Agreement) and agrees that this Amendment  shall in no
manner adversely affect or impair such liens and security interests.



                            [SIGNATURE PAGES FOLLOW]

<PAGE>


     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this  Amendment  to be duly  executed  and  delivered as of the date first above
written.

BORROWER:                               DST SYSTEMS, INC.,
                                        a Delaware corporation

                                        By:  /s/ Kenneth V. Hager
                                             -----------------------------
                                        Name:  Kenneth V. Hager
                                        Title: Vice President, CFO, Treasurer

GUARANTOR:                              WEST SIDE INVESTMENTS, INC.,
                                        a Nevada corporation

                                        By:  /s/ Kenneth V. Hager
                                             -----------------------------
                                        Name:  Kenneth V. Hager
                                        Title:  Secretary, Treasurer



                           [signature pages continue]

<PAGE>


ADMINISTRATIVE AGENT
AND LENDERS:                            BANK OF AMERICA, N.A.,
                                        as Administrative Agent

                                        By:  /s/ Mollie S. Canup
                                             -----------------------------
                                        Name:  Mollie S. Canup
                                        Title:  Vice President


<PAGE>


                                        BANK OF AMERICA, N.A.,
                                        as a Lender, L/C Issuer and Swing Line
                                        Lender

                                        By:  /s/ B. Kenneth Burton, Jr.
                                             -----------------------------
                                        Name:  B. Kenneth Burton, Jr.
                                        Title:  Vice President


<PAGE>

                                        CITIBANK, N.A.,

                                        By:  /s/ Matthew Nicholls
                                             -----------------------------
                                        Name:  Matthew Nicholls
                                        Title:  Director

<PAGE>

                                        WELLS FARGO BANK, N.A.

                                        By:  /s/ Tammy R. Sturgis
                                             -----------------------------
                                        Name:  Tammy R. Sturgis
                                        Title:  Vice President

<PAGE>


                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION

                                        By:  /s/ Karen E. Samuel
                                             -----------------------------
                                        Name:  Karen E. Samuel
                                        Title:  Vice President


<PAGE>

                                        SUMITOMO MITSUI BANKING CORP.,
                                        NEW YORK

                                        By:  /s/ Edward McColly
                                             -----------------------------
                                        Name:  Edward McColly
                                        Title:  Vice President & Department Head

<PAGE>



                                        THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                        CHICAGO BRANCH

                                        By:  /s/ Shinichiro Munechika
                                             -----------------------------
                                        Name:  Shinichiro Munechika
                                        Title:  Deputy General Manager

<PAGE>


                                        COMMERZEBANK AKTIENGESELLSCHAFT, NEW
                                        YORK BRANCH AND GRAND CAYMAN BRANCHES

                                        By:  /s/ Albert Morrow
                                             -----------------------------
                                              /s/ John Marlatt
                                             -----------------------------
                                        Name:  Albert Morrow
                                        Name:  John Marlatt
                                        Title:  Assistant Vice President
                                        Title:  Senior Vice President


<PAGE>

                                        KEYBANK NATIONAL ASSOCIATION

                                        By:  /s/ Vijaya Kulkarni
                                             -----------------------------
                                        Name:  Vijaya Kulkarni
                                        Title:  AVP

<PAGE>

                                        THE ROYAL BANK OF SCOTLAND PLC

                                        By:  /s/ Philippe Sandmeier
                                             -----------------------------
                                        Name:  Philippe Sandmeier
                                        Title:  Senior Vice President


<PAGE>


                                        UMB BANK, N.A.

                                        By:  /s/ Douglas F. Page
                                             -----------------------------
                                        Name:  Douglas F. Page
                                        Title:  Executive Vice President


<PAGE>

                                        COMMERCE BANK, N.A.

                                        By:  /s/ Pamela H. Hosty
                                             -----------------------------
                                        Name:  Pamela H. Hosty
                                        Title:  Vice President


<PAGE>

                                        PB CAPITAL CORPORATION

                                        By:  /s/ Tyler J. McCarthy
                                             -----------------------------
                                        Name:  Tyler J. McCarthy
                                        Title:  Vice President

                                        By:  /s/ Michael Bedore
                                             -----------------------------
                                        Name:  Michael Bedore
                                        Title:  Vice President

<PAGE>

                                        CM LIFE INSURANCE COMPANY
                                        By: BABSON CAPITAL MANAGEMENT LLC AS
                                            INVESTMENT SUB-ADVISER

                                        By:  /s/ Emeka O. Onukwugha
                                             -----------------------------
                                        Name:  Emeka O. Onukwugha

<PAGE>

                                        MASSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY
                                        By: BABSON CAPITAL MANAGEMENT LLC AS
                                            INVESTMENT ADVISER

                                        By:  /s/ Emeka O. Onukwugha
                                        Name:  Emeka O. Onukwugha
                                             -----------------------------
                                        Title:  Managing Director

<PAGE>

                                        U.S. BANK, NATIONAL ASSOCIATION

                                        By:  /s/ Martin Nay
                                             -----------------------------
                                        Name:  Martin Nay
                                           Title: Vice President



</TEXT>
</DOCUMENT>
