EXHIBIT 10.10
ASSIGNMENT, CONSENT AND ACCEPTANCE
WHEREAS, DST Systems, Inc. ("DST") and Kansas City Southern
Industries, Inc. ("KCSI") are parties to that certain Registration Rights
Agreement dated as of October 24, 1995, amended as of June 30, 1999 (the
"Agreement"), a copy of which amendment is attached hereto as Exhibit A; and
WHEREAS, KCSI desires to assign all of its rights and obligations
under the Agreement to KCSI's wholly-owned subsidiary, ▇▇▇▇▇▇▇▇ Financial, Inc.
("▇▇▇▇▇▇▇▇") which may in turn desire to make further assignments, and DST
desires to consent to such assignments on certain terms and conditions.
NOW, THEREFORE, KCSI, DST and ▇▇▇▇▇▇▇▇ agree as follows:
I. Defined Terms
Capitalized terms used herein shall have the meaning set forth herein
or in the Agreement.
II. Assignment
KCSI hereby transfers and assigns to ▇▇▇▇▇▇▇▇ all of KCSI's rights and
obligations under the Agreement subject to the consent of DST and the acceptance
of ▇▇▇▇▇▇▇▇ set forth below.
III. Consent to Transfers
A. DST consents to the transfer by KCSI to ▇▇▇▇▇▇▇▇ of all of KCSI's
shares of DST common stock, and agrees that such shares shall continue to be
Registrable Securities; provided, however, that ▇▇▇▇▇▇▇▇ is not an investment
advisor or investment company under the Investment Company Act of 1940 or
Investment Advisors Act of 1940, each as amended.
B. DST consents to the transfer by ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇▇ Management,
Inc. ("▇▇▇▇▇▇▇▇ Management") of all of ▇▇▇▇▇▇▇▇'▇ shares of DST common stock and
agrees that such shares shall continue to be Registrable Securities; provided,
however, that ▇▇▇▇▇▇▇▇ owns at least ninety-five percent (95%) of ▇▇▇▇▇▇▇▇
Management's voting power and that by December 31, 1999 ▇▇▇▇▇▇▇▇ Management is
not an investment advisor or investment company under the Investment Company Act
of 1940 or Investment Advisors Act of 1940, each as amended.
IV. Consent to Assignment
Pursuant to Section 6 of the Agreement, DST (1) consents to the above
assignment by KCSI to ▇▇▇▇▇▇▇▇, and (2) following distribution by KCSI to its
shareholders of all of the common stock of ▇▇▇▇▇▇▇▇, consents to ▇▇▇▇▇▇▇▇
assigning, at its discretion, the Agreement or registration rights as to some or
all of the Registrable Securities under the Agreement to (a) one or more direct
or indirect wholly-owned subsidiaries of ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇ Subsidiaries"),
and/or (b) a third party in connection with any transaction involving the sum of
One Hundred Million Dollars ($100,000,000.00) or more, which is a sale of
Registrable Securities in a private placement or a transaction in which ▇▇▇▇▇▇▇▇
or a ▇▇▇▇▇▇▇▇ Subsidiary has the right or obligation to deliver Registrable
Securities in repayment of borrowed funds. This Consent to Assignment is subject
to the following:
(a) the entities to which the Agreement or rights thereunder be
assigned as set forth in clause 2 above ("Permitted Assigns") may
exercise rights under the Agreement only if (1) DST is notified in
writing in advance of the assignment of the identity of the Permitted
Assignee, the number of Registrable Shares to which the assignment
applies, and the substance of the transaction under which the
assignment is made; and (2) the Permitted Assignee agrees in writing
to be bound by all of the terms and conditions of the Agreement;
(b) all Permitted Assignees and ▇▇▇▇▇▇▇▇ shall be considered as
one entity for purposes of Sections 2(e) and 3(b) of the Agreement,
except that Permitted Assignees (other than ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇
Subsidiaries) will not be, collectively, subject to the one-time-in-
any-twelve-month-period requirement of Section 2(e) of the Agreement;
and
(c) all notices required or permitted to be given by DST under
the Agreement may be given by DST to ▇▇▇▇▇▇▇▇ only, regardless of any
assignment by ▇▇▇▇▇▇▇▇ to Permitted Assignees.
V. Acceptance
▇▇▇▇▇▇▇▇ hereby accepts assignment of the Agreement by KCSI set forth
above subject to the terms and conditions of the Consent to Assignment by DST
set forth above, and ▇▇▇▇▇▇▇▇ agrees to be bound by all of the terms and
conditions of the Agreement and to perform all of KCSI's obligations under the
Agreement.
Dated as of this 11th day of August, 1999.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
DST SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Chief Financial Officer
▇▇▇▇▇▇▇▇ FINANCIAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary