THIRD AMENDMENT AND JOINDER AGREEMENTTO ORIGINATOR PURCHASE AGREEMENT

Contract Categories: Business Finance - Purchase Agreements
EX-10.5 6 v379116_ex10-5.htm EXHIBIT 10.5

 

  EXECUTION VERSION

 

THIRD AMENDMENT AND JOINDER AGREEMENT TO
ORIGINATOR PURCHASE AGREEMENT

 

THIS THIRD AMENDMENT AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 16, 2013 (this “Amendment”), is entered into by and among DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Purchaser and the Servicer, DST INTELLISOURCE, LLC, a Delaware limited liability company (the “New Seller”) and each of the parties named on Exhibit I hereto (each, an “Existing Seller” and collectively, the “Existing Sellers” and the Existing Sellers together with the New Seller, the “Sellers”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

 

WHEREAS, the Existing Sellers and DST Systems have entered into that certain Originator Purchase Agreement, dated as of May 21, 2009 (as amended through the date hereof, the “Existing Agreement” and, as amended hereby, the “Agreement”);

 

WHEREAS, the Sellers and DST Systems desire to amend the Existing 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. Joinder of New Seller. The New Seller hereby accepts the duties, obligations and responsibilities of a Seller under the Existing Agreement, agrees to assume the duties and responsibilities, and be bound by each of the obligations of, a Seller and is hereby made a party to the Existing Agreement.

 

SECTION 2. Schedules and Exhibits. Each of Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information) to the Existing Agreement is hereby deleted and replaced in its entirety with Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information), attached hereto, respectively, to reflect the addition of the New Seller as a Seller.

 

SECTION 3. Representations and Warranties of the New Seller. The New Seller hereby makes each of the representations and warranties made by the Existing Sellers under the Existing Agreement as if each such representation and warranty was set forth herein, mutatis mutandis.

 

SECTION 4. Covenants and Agreements of the New Seller. The New Seller hereby makes each of the covenants and agreements made by the Existing Sellers under the Existing Agreement as if each such covenant and agreement was set forth herein, mutatis mutandis.

 

 
 

 

SECTION 5. Effective Date. This Amendment shall become effective as of the date (the “Effective Date”) on which the last of the following shall occur: (a) this Amendment shall have been executed and delivered by a duly authorized officer of each party hereto and (b) the Eighth Amendment to Receivables Purchase Agreement, dated as of the date hereof, shall have been executed and delivered by a duly authorized officer of each party thereto; provided, however, the New Seller shall not participate as a Seller under the Existing Agreement until each of the conditions set forth in Section 7 of this Amendment with respect to the New Seller has been satisfied or waived in writing by the Agent.

 

SECTION 6. Reference to and Effect on the Agreement and the Related Documents.

 

On the Effective Date (a) each of the Existing Sellers hereby reaffirms all covenants, representations and warranties made by it in the Existing Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been restated as of the Effective Date of this Amendment, (b) each reference in the Existing Agreement to “Seller” or “Sellers” or words of like import shall include the New Seller and (c) each reference in the Existing Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the Existing Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Existing Agreement shall mean and be, a reference to the Existing Agreement as amended hereby.

 

SECTION 7. Conditions Precedent to Effectiveness of this Amendment.

 

This Amendment is subject to the conditions precedent that DST Systems and the Agent shall have received the following, each (unless otherwise indicated) dated the date hereof, and in form and substance satisfactory to DST Systems and the Agent:

 

(a)          certified copies of the resolutions (or similar authorization) of the sole manager of the New Seller approving this Amendment and certified copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Amendment;

 

(b)          a certificate of the Secretary or Assistant Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Amendment and the other documents to be delivered by it hereunder;

 

(c)          a copy of good standing certificate for the New Seller issued within thirty (30) days prior to the date hereof by the Secretary of State of the state of formation of the New Seller and the state where the New Seller’s principal place of business is located;

 

(d)          copies of proper financing statements (Form UCC1) to be filed under the UCC on or before the date of this Agreement in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the transfer by the New Seller to DST Systems of the Receivables;

 

(e)          copies of proper UCC amendment statements (Form UCC3), if any, necessary to effect the release of all security interests and other rights of any Person in the Receivables of each New Seller, and the related Contracts and Related Security;

 

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(f)          a search report provided in writing to the Agent, (i) listing all effective financing statements that name the New Seller as debtor and that are filed in the jurisdiction in which filing was made pursuant to subsection (d) above and in such other jurisdiction that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (d) above) shall cover any Receivables, and (ii) listing all tax liens and judgment liens (if any) filed against the New Seller in the jurisdictions described above;

 

(g)          a copy of the executed Amendment; and

 

(h)          such other agreements, instruments, certificates, opinions and other documents as the Agent may reasonably request.

 

SECTION 8. Post-Closing Actions. Prior to the date that is ten (10) days after the date hereof, the New Seller shall cause to be delivered to the Agent favorable opinions of counsel to the New Seller, as applicable, as to such matters and in form and substance satisfactory to the Agent including, without limitation, the following:

 

(a)          the New Seller is (i) organized, existing and in good standing under the laws of its jurisdiction of organization, with all necessary power and authority to own its properties and conduct its business as currently conducted and (ii) qualified to do business as a foreign limited liability company, in good standing in each jurisdiction in which the conduct of its business requires such qualification;

 

(b)          the New Seller has or had at all relevant times, full power, authority and legal right to exercise, deliver and perform its obligations under the Agreement; and has or had at all relevant times full power, authority and legal right to originate, own and transfer the Receivables and the other property transferred by it to DST Systems;

 

(c)          the Agreement, this Amendment and each other document related hereto to which the New Seller is a party has been duly authorized, executed and delivered by such Person and is a valid and binding agreement, enforceable against such Person in accordance with its respective terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity);

 

(d)          the transfer of the Receivables by the New Seller to DST Systems pursuant to the Agreement, the compliance by the New Seller with all of the provisions of the Agreement and the consummation of the transactions contemplated the Agreement, and each other document contemplated hereby or thereby to which the New Seller is a party will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the New Seller is a party or by which the New Seller is bound or to which any of the property or assets of the New Seller is subject, (ii) result in any violation of the provisions of any order known to such counsel of any court or governmental agency or body having jurisdiction over the New Seller or any of its properties or (iii) result in any violation of the provisions of the articles of association, other formation documents or the operating agreement of the New Seller or to counsel’s knowledge any statute or any rule or regulation of any governmental agency or body having jurisdiction over the New Seller or any of its properties;

 

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(e)          no authorization, approval, consent or order of, or filing with, any court or governmental authority or agency is required by the New Seller in connection with the consummation of the transactions contemplated in the Agreement or any other document contemplated hereby or thereby to which the New Seller is a party, except such as have been obtained;

 

(f)          to the best of such counsel’s knowledge and information without independent inquiry, there are no legal or governmental proceedings pending or threatened (i) asserting the invalidity of the Existing Agreement or any other document contemplated hereby or thereby to which the New Seller is a party, (ii) seeking to prevent the consummation by the New Seller of any of the transactions contemplated by this Amendment, the Existing Agreement or any other document contemplated hereby or thereby to which the New Seller is a party or (iii) which might materially adversely affect the rights of DST Systems hereunder or under the Existing Agreement;

 

(g)          the provisions of the Agreement are effective to create a valid security interest in the Receivables of the New Seller and the proceeds thereof in favor of DST Systems;

 

(h)          no New Seller is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended;

 

(i)          the existence of a “true sale” of the Receivables from the New Seller to DST Systems under the Agreement; and

 

(j)          the inapplicability of the doctrine of substantive consolidation to the New Seller and the owner of the membership interest of the New Seller.

 

SECTION 9. Authorization to File Financing Statements and Financing Statement Amendments. The New Seller hereby authorizes DST Systems and the Agent (as DST System’s assign) to file one or more financing statements and/or financing statements amendments, as applicable, with any and all applicable state filing offices relating to the interests of DST System and the Agent (as DST System’s assign) in the Seller Collateral.

 

SECTION 10. Miscellaneous.

 

(a)          Effect on Existing Agreement. Except as specifically amended hereby, the Existing Agreement shall remain in full force and effect. This Amendment shall not constitute a novation of the Existing Agreement, but shall constitute an amendment thereof.

 

(b)          No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Person under the Existing Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

 

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(c)          Fees and Expenses. The New Seller and DST Systems agree to pay all costs, fees, and expenses (including, without limitation, reasonable attorneys’ fees and time charges of attorneys) incurred by the Agent and the Investor in connection with the preparation, execution and enforcement of this Amendment.

 

(d)          Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

(e)          Counterparts. This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

 

(f)          Headings. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

 

(g)          Amendments. This Amendment may not be amended or otherwise modified except as provided in the Existing Agreement.

 

(h)          GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

 

SELLERS: DST OUTPUT, LLC
  DST OUTPUT CENTRAL, LLC
  DST OUTPUT EAST, LLC
  DST OUTPUT WEST, LLC
  DST TECHNOLOGIES, INC.,
  DST MAILING SERVICES, INC.
  DST OUTPUT ELECTRONIC SOLUTIONS, INC.
  DST WORLDWIDE SERVICES, LLC
  DST RETIREMENT SOLUTIONS, LLC
  ARGUS HEALTH SYSTEMS, INC.
  DST DIRECT, LLC
  DST HEALTH SOLUTIONS, LLC
  DST GLOBAL SOLUTIONS NORTH AMERICA, LLC
  ISPACE SOFTWARE TECHNOLOGIES, INC.
  DST BROKERAGE SOLUTIONS, LLC
  FINIX PROFESSIONAL SERVICES, LLC
  CONVERGE SYSTEMS, LLC
  NEWKIRK PRODUCTS, INC.
  LTM PUBLISHING, INC.
  MCKAY HOCHMAN CO., INC.
  THIRD PARTY EDUCATIONAL SYSTEMS, INC.
  CFG OUTPUT LLC
  DST INTELLISOURCE, LLC
  DST HEALTHCARE HOLDINGS, INC.

 

  By: /s/ Gregg W. Givens
    Name: Gregg W. Givens
    Title:   Assistant Treasurer

 

[Signature Page to Third Amendment and Joinder Agreement - DST Systems]

 

 
 

 

 

SERVICER: DST SYSTEMS, INC.
     
  By: /s/ Gregg W. Givens
    Name: Gregg W. Givens
    Title: Vice President and
      Chief Accounting Officer
     
PURCHASER: DST SYSTEMS, INC.
     
  By: /s/ Gregg W. Givens
    Name: Gregg W. Givens
    Title: Vice President and
      Chief Accounting Officer

 

[Signature Page to Third Amendment and Joinder Agreement - DST Systems]

 

 
 

 

Acknowledged and consented to by:

 

BANK OF AMERICA, NATIONAL ASSOCIATION,  
as Agent  
     
By: /s/ Jeremy Grubb  
  Name: Jeremy Grubb  
  Title: Vice President  

 

[Signature Page to Third Amendment and Joinder Agreement - DST Systems]

 

 
 

 

EXHIBIT I

 

List of Existing Sellers:

 

DST Output, LLC

 

DST Output Central, LLC

 

DST Output East, LLC

 

DST Output West, LLC

 

DST Technologies, Inc.

 

DST Mailing Services, Inc.

 

DST Output Electronic Solutions, Inc.

 

DST Worldwide Services, LLC

 

DST Retirement Solutions, LLC

 

Argus Health Systems, Inc.

 

DST Direct, LLC

 

DST Health Solutions, LLC

 

DST Global Solutions North America, LLC

 

iSpace Software Technologies, Inc.

 

DST Brokerage Solutions, LLC

 

Finix Professional Services, LLC

 

Converge Systems, LLC

 

Newkirk Products, Inc.

 

LTM Publishing, Inc.

 

McKay Hochman Co., Inc.

 

Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial Technologies)

 

CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)

 

DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings, Inc.)

 

Exhibit I
 

 

SCHEDULE I
LIST OF SELLERS

 

DST Output, LLC

 

DST Output Central, LLC

 

DST Output East, LLC

 

DST Output West, LLC

 

DST Technologies, Inc.

 

DST Mailing Services, Inc.

 

DST Output Electronic Solutions, Inc.

 

DST Worldwide Services, LLC

 

DST Retirement Solutions, LLC

 

Argus Health Systems, Inc.

 

DST Direct, LLC

 

DST Health Solutions, LLC

 

DST Global Solutions North America, LLC

 

iSpace Software Technologies, Inc.

 

DST Brokerage Solutions, LLC

 

Finix Professional Services, LLC

 

Converge Systems, LLC

 

Newkirk Products, Inc.

 

LTM Publishing, Inc.

 

McKay Hochman Co., Inc.

 

Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial Technologies)

 

CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)

 

DST Intellisource, LLC

 

DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings, Inc.

 

Schedule I
 

 

EXHIBIT C

 

ADDRESSES

 

SELLERS: DST Output, LLC
  DST Output Central, LLC
  DST Output East, LLC
  DST Output West, LLC
  DST Technologies, Inc.
  DST Mailing Services, Inc.
  DST Output Electronic Solutions, Inc.
  DST Worldwide Services, LLC
  DST Retirement Solutions, LLC
  DST Brokerage Solutions, LLC
  Finix Professional Services, LLC
  Converge Systems, LLC
  CFG Output LLC
  DST Intellisource, LLC
  333 West 11th Street, 5th Floor
  Kansas City, MO  64105
  Attention:  Gregg Wm. Givens
  Facsimile No. 816 ###-###-####
   
  Argus Health Systems, Inc.
  1300 Washington Street
  Kansas City, MO 64105
  Attention:  Gregg Wm. Givens
  Facsimile No. 816 ###-###-####
   
  DST Direct, LLC
  601 Monroe Street
  Jefferson City, MO 65101
  Attention: Gregg Wm. Givens
  Facsimile No. 816 ###-###-####
   
  DST Health Solutions, LLC
  DST Healthcare Holdings, Inc.
  2400 Thea Drive
  Harrisburg, PA  17110
  Attention:  Gregg Wm. Givens
  Facsimile No. 717 ###-###-####

 

Exhibit C-1
 

 

  DST Global Solutions North America, LLC
  27 Melcher Street
  Boston, MA 02210
  Attention: Gregg Wm. Givens
  Facsimile No. 617 ###-###-####
   
  iSpace Software Technologies, Inc.
  2400 Thea Drive
  Harrisburg, PA  17110
  Attention:  Gregg Wm. Givens
  Facsimile No. 717 ###-###-####
   
  Newkirk Products, Inc.
  15 Corporate Circle
  Albany, NY 12203
  Attention: Gregg Wm. Givens
  Facsimile No. 518 ###-###-####
   
  LTM Publishing, Inc.
  15 Corporate Circle
  Albany, NY 12203
  Attention: Gregg Wm. Givens
  Facsimile No. 518 ###-###-####
   
  McKay Hochman Co., Inc.
  10 Park Place
  Butler, NJ 07405
  Attention: Gregg Wm. Givens
  Facsimile No. 518 ###-###-####
   
  Third Party Educational Systems, Inc.
  43 Main Street, SE
  Minneapolis, MN 55414
  Attention: Gregg Wm. Givens
  Facsimile No. 518 ###-###-####
   
PURCHASER: DST Systems, Inc.
  333 West 11th Street, 5th Floor
  Kansas City, MO  64105
  Attention:  Gregg Wm. Givens
  Facsimile No. 816 ###-###-####

 

Exhibit C-2
 

 

EXHIBIT D

 

SELLER UCC INFORMATION

 

Name: DST Output, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: DST Output Central, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: DST Output East, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DST Output East, Inc.

D/B/A Names: None

 

Name: DST Output West, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Exhibit D-1
 

 

Prior Names: None

D/B/A Names: None

 

Name: DST Technologies, Inc.
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: None

D/B/A Names: None

 

Name: DST Mailing Services, Inc.
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO 64105

 

Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware

Prior Names: DST Postal Services, Inc., Global Mailing Services, Inc.
D/B/A Names: None

Name: DST Output Electronic Solutions, Inc.
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: DST CDS, Inc., Corporate Documents Systems, Inc. and DST Electronic Output Solutions, Inc.

D/B/A Names: None

 

Name: DST Worldwide Services, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: DST WorldWide Services, LLC

D/B/A Names: None

 

Exhibit D-2
 

 

Name: DST Retirement Solutions, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: Argus Health Systems, Inc.
   
Address: 1300 Washington Street
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: DST Direct, LLC
   
Address: 601 Monroe Street
  Jefferson City, MO  65101

 

Jurisdiction of Organization: Missouri

UCC Filing Office: Secretary of State of Missouri

 

Prior Names: None

D/B/A Names: None

 

Name: DST Health Solutions, LLC
   
Address: 2400 Thea Drive
  Harrisburg, PA  17110

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: Synertech Health System Solutions, LLC, DST Health Solutions Systems, LLC and DST Health Solutions Services, LLC

D/B/A Names: None

 

Exhibit D-3
 

 

Name: DST Global Solutions North America, LLC
   
Address: 27 Melcher Street
  Boston, MA 02210

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DSTi Mosiki, LLC

D/B/A Names: None

 

Name: iSpace Software Technologies, Inc.
   
Address: 2400 Thea Drive
  Harrisburg, PA 17110

 

Jurisdiction of Organization: California

UCC Filing Office: Secretary of State of California

 

Prior Names: None

D/B/A Names: None

 

Name: DST Brokerage Solutions, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: Finix Professional Services, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: Converge Systems, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Exhibit D-4
 

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: Newkirk Products, Inc.
   
Address: 15 Corporate Circle
  Albany, NY 12203

 

Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York

Prior Names: None
D/B/A Names: None

 

Name: LTM Publishing, Inc.
   
Address: 15 Corporate Circle
  Albany, NY 12203

 

Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York

Prior Names: None
D/B/A Names: None

 

Name: McKay Hochman Co., Inc.
   
Address: 10 Park Place
  Butler, NJ 07405


Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York

Prior Names: None
D/B/A Names: None

 

Name: Third Party Educational Systems, Inc.
   
Address: 43 Main Street, SE
  Minneapolis, MN 55414


Jurisdiction of Organization: Minnesota
UCC Filing Office: Secretary of State of Minnesota

Exhibit D-5
 

 

Prior Names: None
D/B/A Names: MasteryPoint Financial Technologies

 

Name: CFG Output LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DST Output Fulfillment Group, LLC

D/B/A Names: None

 

Name: DST Intellisource, LLC
   
Address: 333 West 11th Street, 5th Floor
  Kansas City, MO  64105

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: None

D/B/A Names: None

 

Name: DST Healthcare Holdings, Inc.
   
Address: 2400 Thea Drive
  Harrisburg, PA  17110

 

Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware

 

Prior Names: DST Health Solutions Holdings, Inc.

D/B/A Names: None

Exhibit D-6