FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
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 (the "Agreement"); and
WHEREAS, DST and KCSI desire to amend the Agreement as set forth
herein.
NOW, THEREFORE, DST and KCSI agree as follows:
1. Capitalized terms used herein have the meaning set forth herein or
in the Agreement.
2. Clause (ii) of Section 1(b) of the Agreement is hereby amended to
read as follows:
"(ii) such securities shall have been distributed pursuant to
Rule 144 or KCSI otherwise transfers or disposes of such securities
without the written consent of DST."
3. Clause (a) of Section 1.(g) of the Agreement is hereby amended to
read as follows:
"(a) the date on which KCSI or its Permitted Assignee no
longer holds any Registrable Securities . . . ."
4. Section 1 of the Agreement is hereby amended to add a new
Section 1(h) to read as follows:
"(h) "Permitted Assignee" shall mean any entity to which
any rights under this Agreement are assigned with DST's written
consent."
5. Section 3(b) of the Agreement is hereby amended to read as follows:
(b)(i) if the registration referred to in the first sentence
of this Section 3 is to be an underwritten primary registration on
behalf of the Company, and the managing underwriter advised the Company
in writing that, in such firm's opinion, such offering would be
materially and adversely affected by the inclusion therein of the
Registrable Securities requested to be included therein, the Company
shall include in such registration: (1) first, all securities the
Company proposes to sell for its own account ("Company Securities"),
(2) second, up to the full number of Registrable Securities held by
KCSI and requested to be included in such registration by KCSI in
excess of the number or dollar amount of securities the Company
proposes to sell which, in the good-faith opinion of such managing
underwriter, can be sold without so materially and adversely affecting
such offering, and (3) third, an amount of other securities, if any,
requested to be included therein in excess of the number or dollar
amount of Company Securities and Registrable Securities held by KCSI
which, in the opinion of such underwriter(s), can be so sold without
materially and adversely affecting such offering (allocated among the
holders of such other securities in such proportions as such holders
and the Company may agree); and (ii) if the registration referred to in
the first sentence of this Section 3 is to be an underwritten secondary
registration on behalf of holders of securities (other than Registrable
Securities) of the Company (the "Other Holders"), and the managing
underwriter advises the Company in writing that in its good-faith
opinion such offering would be materially and adversely affected by the
inclusion therein of the Registrable Securities requested to be
included therein, the Company shall include in such registration the
amount of securities (including Registrable Securities) that such
managing underwriter advises can be sold allocated pro rata among the
Other Holders and KCSI, on the basis of the number of securities
(including Registrable Securities) requested to be included therein by
each Other Holder and KCSI;
6. Section 6 of the Agreement is hereby amended to read as follows:
6. Non-assignability of Registration Rights. The rights to
cause the Company to register Registrable Securities pursuant to this
Agreement are reserved for the use and benefit of KCSI and may not be
assigned or transferred by KCSI to any other person, without the
written consent of the Company.
7. This Amendment shall be effective as of June 30, 1999 (the
"Effective Date"). Except as amended hereby, the Agreement shall continue in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, DST and KCSI have caused this Amendment to be duly
executed by their authorized representatives as of the Effective Date.
DST SYSTEMS, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Chief Financial Officer
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President