-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ls1LozNxKKyh5n4PDuO9Msf+99OTfCN3NvbfaYVuYtCHFbzGO3hzHnVK9igBe7rK HMzwZ2xQdnjlR/Siy6ZLjQ== /in/edgar/work/0000893750-00-000394/0000893750-00-000394.txt : 20001004 0000893750-00-000394.hdr.sgml : 20001004 ACCESSION NUMBER: 0000893750-00-000394 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLEETBOSTON FINANCIAL CORP CENTRAL INDEX KEY: 0000050341 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 050341324 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-09982 FILM NUMBER: 733852 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173464000 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FLEET BOSTON CORP DATE OF NAME CHANGE: 19991001 FORMER COMPANY: FORMER CONFORMED NAME: FLEET NORSTAR FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920525 FORMER COMPANY: FORMER CONFORMED NAME: FLEET FINANCIAL GROUP INC DATE OF NAME CHANGE: 19880110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR ASSOCIATES CENTRAL INDEX KEY: 0000901651 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO LP STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBER KVRAVIS ROBERTS & CO., L.P., STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* FleetBoston Financial Corporation (formerly Fleet Financial Group, Inc.) (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 338915101 (CUSIP Number) William Janetschek With a copy to: KKR Associates, Whitehall Associates, L.P. and KKR Partners II, L.P. Lee Meyerson, Esq. c/o Kohlberg Kravis Roberts & Co. 425 Lexington Avenue 9 West 57th Street, New York, New York 10019 New York, N.Y. 10017-3909 (212) 750-8300 (212) 455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 338915101 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Associates 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 38,183,780 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 38,183,780 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,183,780 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION SCHEDULE 13D Page 3 of 8 Pages CUSIP No. 338915101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Whitehall Associates, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 37,837,358 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 37,837,358 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,837,358 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 338915101 Page 4 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF SHARES 346,422 BENEFI CIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 346,422 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,422 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .04% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION AMENDMENT NO. 3 TO SCHEDULE 13D The statement on Schedule 13D (as previously amended, the "Schedule 13D") relating to the shares of common stock, $.01 par value (the "Common Stock"), of FleetBoston Financial Corporation, a Rhode Island corporation (formerly Fleet Financial Group, Inc.) (the "Issuer"), as previously filed on July 22, 1991 and amended on May 19, 1992 and January 3, 1996, by KKR Associates, Whitehall Associates, L.P. and KKR Partners II, L.P. (the "Reporting Persons") is hereby amended as follows. The purpose of this amendment is to reflect the sale to the Issuer of rights to purchase Common Stock (the "Rights") by the Reporting Persons pursuant to a Purchase Agreement as further described below. Item 2. Identity and Background. This statement is being filed jointly by Whitehall Associates, L.P., a Delaware limited partnership ("Whitehall Associates"), KKR Partners II, L.P., a Delaware limited partnership ("KKR Partners II", and together with Whitehall Associates, the "Partnerships") and KKR Associates, a New York limited partnership ("KKR Associates" and, together with the Partnerships, the "Reporting Persons"). The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto. Whitehall Associates and KKR Partners II are principally engaged in the business of investing in other companies. The sole general partner of each of Whitehall Associates and KKR Partners II is KKR Associates. KKR Associates is principally engaged in the business of investing in other companies through partnerships and limited liability companies. The address of the principal business and office of each of the Reporting Persons is 9 West 57th Street, New York, New York 10019. Messrs. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Perry Golkin, Scott M. Stuart, Edward A. Gilhuly and Johannes Huth are the general partners of KKR Associates. Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart and Gilhuly are each United States citizens, Mr. Huth is a citizen of Germany, and the present principal occupation or employment of each is as a general partner of Kohlberg Kravis Roberts & Co., a private investment firm, the addresses of which are 9 West 57th Street, New York, N.Y. 10019, 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025 and 3 St. James Square, London, SW1Y 4JU, England. The business address of Messrs. Kravis, Raether, Tokarz, Golkin and Stuart is 9 West 57th Street, New York, New York 10019; the business address of Messrs. Roberts, MacDonnell, Michelson, and Greene is 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025; and the business address of Messrs. Gilhuly and Huth is 3 St. James Square, London, SW1Y 4JU, England. During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not Applicable. This Amendment No. 3 is filed to report the sale of the Rights by the Partnerships as noted in Item 5. Item 4. Purpose of Transaction. Not Applicable. This Amendment No. 3 is filed to report the sale of the Rights by the Partnerships as noted in Item 5. Item 5. Interest in Securities of the Issuer. (a) and (b) Pursuant to a Purchase Agreement, dated as of September 29, 2000, by and among the Issuer and the Partnerships (the "Purchase Agreement"), Whitehall Associates and KKR Partners II sold to the Issuer on October 2, 2000 Rights to purchase 12,886,766 and 113,234 shares of Common Stock, respectively. The above description of the Purchase Agreement is qualified in its entirety by reference to the complete text of the document which is contained in Exhibit 2(f) hereto and incorporated herein by reference. After transfer of the Rights to the Issuer pursuant to the Purchase Agreement, Whitehall Associates and KKR Partners II own, as of the date hereof, 37,837,358 shares and 346,422 shares of Common Stock, respectively (the "Retained Common Stock"). The Retained Common Stock constitutes approximately 4.2% of the total number of shares of Common Stock outstanding as of the date hereof (based on information provided by the Issuer to the Partnerships). Whitehall Associates and KKR Partners II, acting through their sole general partner, KKR Associates, have the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the Retained Common Stock. Consequently, KKR Associates may be deemed to beneficially own any shares of the Retained Common Stock deemed to be beneficially owned by Whitehall Associates and KKR Partners II. Each of Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart, Gilhuly and Huth, the general partners of KKR Associates, has shared power to vote or to direct the vote, and to dispose or to direct the disposition of, any shares of the Retained Common Stock that may be deemed to be beneficially owned by KKR Associates. Therefore, each of the general partners of KKR Associates may be deemed to beneficially own the shares of the Retained Common Stock that KKR Associates may be deemed to beneficially own. (c) Except as otherwise disclosed herein, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person named in Item 2 has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of the Common Stock. (d) Whitehall Associates and KKR Partners II have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Retained Common Stock. To the best knowledge of the Reporting Persons, no person, other than Whitehall Associates and KKR Partners II and the respective partners of Whitehall Associates and KKR Partners II, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Retained Common Stock. (e) As of October 2, 2000, the Partnerships own less than 5% of the outstanding shares of Common Stock. This constitutes the final statement on Schedule 13D regarding beneficial ownership of Common Stock by the Reporting Persons. Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer. Item 6 is hereby amended by adding the following: On September 29, 2000, the Partnerships entered into the Purchase Agreement as described above in Item 5. Item 7. Material to Be Filed as Exhibits. *1. Joint Filing Agreement, dated July 22, 1991, among Whitehall Associates, KKR Partners II and KKR Associates relating to the filing of a joint statement on Schedule 13D. *2(a) Stock Purchase Agreement, dated as of July 12, 1991, among the Issuer, FBG and the Partnerships. *2(b) Certificate of Designations for the DCP Shares, as filed with the Secretary of State of Rhode Island. *2(c) Form of Rights Certificate for the Stock Purchase Rights. *2(d) Registration Rights Agreement, dated as of July 12, 1991, among the Issuer, FBG and the Partnerships. +2(e) Exchange Agreement, dated as of December 31, 1995, among the Issuer, FBG, and the Partnerships. 2(f) Purchase Agreement, dated as of September 29, 2000, between the Issuer and the Partnerships. * Previously filed in paper format. + Previously filed by EDGAR. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. WHITEHALL ASSOCIATES, L.P. By: KKR Associates General Partner By: /s/ William J. Janetschek -------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR PARTNERS II, L.P. By: KKR AssociatesGeneral Partner By: /s/ William J. Janetschek -------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES By: /s/ William J. Janetschek -------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis DATED: October 2, 2000 EXHIBIT LIST EXHIBIT NO. TITLE *1. Joint Filing Agreement, dated July 22, 1991, among Whitehall Associates, KKR Partners II and KKR Associates relating to the filing of a joint statement on Schedule 13D. *2(a) Stock Purchase Agreement, dated as of July 12, 1991, among the Issuer, FBG and the Partnerships. *2(b) Certificate of Designations for the DCP Shares, as filed with the Secretary of State of Rhode Island. *2(c) Form of Rights Certificate for the Stock Purchase Rights. *2(d) Registration Rights Agreement, dated as of July 12, 1991 among the Issuer, FBG and the Partnerships. +2(e) Exchange Agreement dated as of December 31, 1995 among the Issuer, FBG, and the Partnerships. 2(f) Purchase Agreement, dated as of September 29, 2000, between the Issuer and the Partnerships. * Previously filed in paper format. Previously filed by EDGAR. POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for in the name, place and stead of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company or limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of KKR Associates, L.P., KKR Associates 1996 L.P., KKR Associates II (1996) Limited Partnership, KKR Associates (Strata) L.P., KKR Associates (KLC) L.P., and KKR Associates (NXS) L.P. (including any amendments or supplements to any reports, forms or schedules previously filed by such persons or entities): (i) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule 13D, Schedule 14G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the form ID. /s/ Henry R. Kravis --------------------- Name: Henry R. Kravis September 20, 1999 - --------------------------- Date EX-2.F 2 0002.txt PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is entered into as of the 29th day of September, 2000 by and among FLEETBOSTON FINANCIAL CORPORATION, a Rhode Island corporation (formerly Fleet Financial Group, Inc.) ("FleetBoston"), WHITEHALL ASSOCIATES, L.P., a Delaware limited partnership ("Whitehall") and KKR PARTNERS II, L.P., a Delaware limited partnership ("KKR", and collectively with Whitehall, the "Partnerships"). WITNESSETH THAT: WHEREAS, FleetBoston, Fleet Banking Group, Inc. ("FBG") and the Partnerships entered into a Stock Purchase Agreement dated July 12, 1991, as amended by an Exchange Agreement (the "Exchange Agreement") dated as of December 31, 1995 (as amended, the "Stock Purchase Agreement"); and WHEREAS, FBG was merged into FleetBoston in 1996; and WHEREAS, pursuant to the Stock Purchase Agreement, FleetBoston issued to the Partnerships rights to purchase (the "Rights") an aggregate of 13,000,000 shares of FleetBoston's common stock, $.01 par value (the "Common Stock"), as adjusted to reflect a 2-for-1 stock split effected by FleetBoston in 1998 (the "Stock Split"); and WHEREAS, the Partnerships notified FleetBoston on September 13, 2000 of their intention to exercise the Rights and the value of the Rights was determined on such date; and WHEREAS, FleetBoston has agreed to purchase, and the Partnerships have agreed to sell, the Rights in accordance with the terms and subject to the conditions set forth herein and in the Rights. NOW, THEREFORE, in consideration of the premises and the agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows: 1. Purchase. Subject to the terms and conditions of this Agreement, FleetBoston hereby agrees to purchase, and the Partnerships hereby agree to sell, the Rights effective the date hereof. 2. Purchase Price. The purchase price per Right (the "Purchase Price") shall be equal to (a) $42.72 less (b) $8.825, which represents the exercise price per Right after giving effect to the Stock Split. The aggregate Purchase Price for all of the Rights shall be equal to $440,635,000. The Purchase Price shall be paid by wire transfer of immediately available funds to an account or accounts previously specified by the Partnerships in writing to FleetBoston. 3. Delivery of Rights Certificates. The Rights Certificates shall be delivered to Geoffrey Etherington, III, Esq., Edwards & Angell, LLP, 750 Lexington Avenue, New York, New York 10022 and shall be held in escrow until verbal confirmation from the Partnerships or their counsel that the wire transfer of the Purchase Price has been received. 4. Representations and Warranties. (a) FleetBoston hereby represents and warrants to the Partnerships that (i) it has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; (iii) this Agreement has been duly and validly executed and delivered, and constitutes the valid and binding obligation of FleetBoston, enforceable against it in accordance with its terms, except as (A) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (B) the enforceability of equitable remedies may be limited by equitable principles of general applicability; (iv) the execution, delivery and performance of this Agreement, the consummation of the transactions by FleetBoston contemplated hereby and the compliance by FleetBoston with any of the provisions hereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (1) any provision of the articles of incorporation or by-laws of FleetBoston or (2)(x) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument, or (y) any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation, in the case of (x) or (y), applicable to FleetBoston or its properties or assets, except for such conflicts, violations, breaches, defaults, terminations and accelerations which do not have, or could not be reasonably expected to have, a Material Adverse Effect (as defined in the Stock Purchase Agreement); and (v) no consent, approval, order or filing with any governmental authority is required in connection with the execution, delivery and performance of this Agreement by FleetBoston and the consummation of the transactions by FleetBoston hereunder. (b) Each Partnership hereby represents and warrants to FleetBoston that (i) it has full partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance of this Agreement by each of the Partnerships has been duly authorized by all necessary partnership action; (iii) this Agreement has been duly and validly executed and delivered by the Partnerships, and constitutes the valid and binding obligation of the Partnerships, enforceable against each of them in accordance with its terms, except as (A) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (B) the enforceability of equitable remedies may be limited by equitable principles of general applicability; (iv) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and the compliance by the Partnerships with any of the provisions hereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (1) any organizational document of the Partnerships or the General Partner (as defined in the Stock Purchase Agreement) or (2) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument of the Partnerships or the General Partner or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Partnerships or the General Partner or their respective properties other than any such conflict, violation, breach or default under clause (2) which will not materially and adversely affect the consummation of the transactions contemplated hereby; (v) no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required on the part of the Partnerships or the General Partner in connection with the execution, delivery and performance of this Agreement by the Partnerships and the consummation of the transactions by the Partnerships hereunder; (vi) the Partnerships are the owners of the Rights, free and clear of any and all encumbrance, right of first refusal, right of first offer, escrow provision or arrangement, mortgage, pledge, lien, charge or other security interest of any kind whatsoever ("Liens"); and (vii) upon consummation of the transactions contemplated by this Agreement, FleetBoston will own the Rights free and clear of all Liens (other than any Liens created or incurred by FleetBoston). 5. Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and delivered in accordance with the provisions of the Stock Purchase Agreement. (b) Entire Agreement; Amendments. This Agreement, the Rights Certificates and the documents described herein and therein or attached or delivered pursuant hereto or thereto set forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. (c) Confirmation of Prior Agreements. The parties hereby confirm that the Stock Purchase Agreement and Exchange Agreement shall remain in full force and effect except that upon delivery of and payment by FleetBoston for the Rights as provided herein, all provisions of the Stock Purchase Agreement and the other agreements referred to therein relating to the Rights shall terminate and be of no further force or effect. (d) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document. (e) Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Rhode Island applicable to contracts made and to be performed wholly within that State. (f) Public Announcements. Subject to each party's disclosure obligations imposed by law and the confidentiality provisions contained in the Stock Purchase Agreement, each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and any of the transactions contemplated hereby, and no party hereto will make any news release or disclosure without first consulting with each other party hereto. (g) Expenses. Each party hereto shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and expenses of its financial advisors, accountants and counsel. (h) Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, FleetBoston's successors and assigns and each Partnership's successors and assigns. The provisions hereof shall also inure to the benefit of each limited and general partner of the Partnerships. (i) Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto by their respective duly authorized officers, all as of the date first above written. FLEETBOSTON FINANCIAL CORPORATION By:______________________________ Name: Title: KKR PARTNERS II, L.P. By: KKR ASSOCIATES, its General Partner By:_____________________________________ Name: Title: WHITEHALL ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner By:___________________________________ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----