Boston
Financial.
In addition, Boston Financial shall cooperate fully with all
regulatory agencies in their examinations.
Section 9.
Amendment.
This Agreement may be amended in whole or
in part by mutual written agreement of State Street and DST.
SECTION 10.
TERMINATION AND SALE OF
INTEREST BY EITHER PARTY.
10.1.
PUT AND CALL OPTION.
IF EITHER STATE STREET OR DST DESIRES TO
TERMINATE THIS AGREEMENT AND THE RELATED ARRANGEMENT FOR OWNERSHIP OF BOSTON
FINANCIAL IT SHALL HAVE THE FOLLOWING OPTION:
(A)
TO ESTABLISH A PRICE PAYABLE IN CASH OR A PROMISE TO PAY CASH (THE
"OFFERING PRICE") FOR 50% OF THE THEN OUTSTANDING SHARES OF STOCK OF BOSTON
FINANCIAL.
(B)
TO SUBMIT TO THE OTHER PARTY IN WRITING AN OFFER TO SELL ALL
SHARES OF CAPITAL STOCK OF BOSTON FINANCIAL THEN OWNED BY IT OR TO PURCHASE ALL
SHARES OF CAPITAL STOCK OF BOSTON FINANCIAL THEN OWNED BY THE OTHER PARTY AT THE
OFFERING PRICE.
(C)
THE PARTY RECEIVING SUCH AN OFFER SHALL HAVE 90 DAYS FROM THE
RECEIPT OF THE OFFER EITHER TO ACCEPT THE OFFER TO PURCHASE OR TO ELECT TO
PURCHASE AT THE OFFERING PRICE THE OFFERING PARTY'S CAPITAL STOCK OF BOSTON
FINANCIAL.
(D)
SHOULD THE PARTY RECEIVING THE OFFER SPECIFIED IN SECTION 10.1(B)
ELECT TO PURCHASE THE OFFERER'S STOCK AT THE OFFERING PRICE, THE OFFERER SHALL
BE BOUND BY SUCH ELECTION AND MUST SELL TO THE RECEIVING PARTY AT SUCH PRICE.
(E)
IN THE EVENT THE PARTY RECEIVING THE OFFER DESCRIBED IN SECTION
10.1(B) FAILS TO RESPOND AS PROVIDED IN SECTION 10.1(C), SUCH PARTY SHALL BE
DEEMED TO HAVE ACCEPTED THE OTHER PARTY'S OFFER TO PURCHASE ON THE 90TH DAY
FOLLOWING RECEIPT OF THE OFFER TO PURCHASE.
(F)
THE OFFER DESCRIBED IN SECTION 10.1(B) MAY BE WITHDRAWN ONLY BY
AGREEMENT OF DST AND STATE STREET.
(G)
WITHIN 30 DAYS AFTER THE ACCEPTANCE OF THE OFFER TO PURCHASE OR
THE ELECTION TO PURCHASE, THE SELLING PARTY SHALL TENDER CERTIFICATES FOR ALL OF
ITS CAPITAL STOCK OF BOSTON FINANCIAL TO THE PURCHASING PARTY, DULY ENDORSED IN
PROPER FORM FOR TRANSFER AND FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES AND
THE PURCHASING PARTY SHALL DELIVER TO THE SELLING PARTY THE OFFERING PRICE (AS
DESCRIBED IN THE OFFER) IN EXCHANGE FOR SUCH CERTIFICATES.
10.2.
FIRST REFUSAL.
IN ADDITION TO THE RIGHTS AND OBLIGATIONS SET FORTH
IN SECTION 10.1, STATE STREET AND DST EACH MAY ONLY SELL OR OTHERWISE DISPOSE OF
THE CAPITAL STOCK IN BOSTON FINANCIAL OWNED BY IT PURSUANT TO THE FIRST REFUSAL
AGREEMENT ATTACHED HERETO AS EXHIBIT 5.
10.3.
SURVIVAL OF AGREEMENTS.
THE SERVICE AGREEMENT AND THE AMENDED AND
RESTATED DATA PROCESSING SUPPORT AGREEMENT BOTH SHALL SURVIVE AND EXIST
INDEPENDENT OF ANY TERMINATION OF THIS AGREEMENT OR EXERCISE OF ANY RIGHT
CONTAINED IN THIS SECTION 10.
SECTION 11.
MISCELLANEOUS.
11.1.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS
AND WARRANTIES MADE HEREIN SHALL SURVIVE THE EXECUTION OF THIS AGREEMENT AND FOR
A PERIOD OF FOUR YEARS BUT NOT THERE AFTER, AND SHALL BIND AND INURE TO THE
BENEFIT