EXHIBIT 2.2
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of July 13, 1998, by and among First Nationwide
(Parent) Holdings Inc., a Delaware corporation, First Nationwide Holdings Inc.,
a Delaware corporation, Golden State Bancorp Inc., a Delaware corporation,
Golden State Financial Corporation, a Delaware corporation, First Gibraltar
Holdings Inc., a Delaware corporation, and Hunter's Glen/Ford Ltd., Texas
limited partnership (collectively, the "Parties"), to the Agreement and Plan of
Reorganization (the "Agreement"), dated as of February 4, 1998, by and among
the Parties. Capitalized terms which are not otherwise defined herein shall
have the meanings set forth in the Agreement.
WHEREAS, in accordance with Section 8.3 of the Agreement, the Parties
desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Parties hereby agree as follows:
1. Section 1.6(c)(ii)(C) of the Agreement is hereby amended by adding the
following new language at the end of subsection (3) thereof after the words
"Effective Date" but before the period:
, plus
(4) if the closing of the sale of assets and the assumption of
liabilities contemplated by the Purchase and Sale Agreement, dated as of
March 29, 1998, by and between CFB and Union Planters Bank of Florida (the
"Florida Branch Sale"), occurs on or before the Effective Date, then for
the first Taxable Period immediately following the Effective Date, any
federal income tax savings resulting from the Florida Branch Sale. For this
purpose, the amount of federal income tax savings resulting from the
Florida Branch Sale shall be an amount equal to (i) the product of the
amount of the gain recognized by CFB for federal income tax purposes as a
result of the Florida Branch Sale and the highest marginal federal income
tax rate applicable to corporations for the taxable year in which the
Florida Branch Sale occurs, less (ii) the amount of any federal income
taxes actually paid as a result of such sale (including any payment in lieu
of federal income taxes under the Tax Sharing Agreement (as defined in
Section 6.14)) by CFB.
2. Section 1.6(c)(ii)(A) of the Agreement is hereby amended by adding the
following new sentence at the end of such section:
In the calculation of the Tax Benefits there shall be excluded any
deductions resulting from or arising in connection with the refinancing of
all of the long-term debt of FNH and Parent Holdings and the purchasing of
all of the preferred stock of CFB, in each case outstanding as of the date
hereof, pursuant to the refinancing transactions contemplated to be
consummated immediately after the consummation of the transactions
contemplated by this Agreement, or any transactions with substantially
similar purpose or effect.
3. Section 6.7(b) of the Agreement is hereby deleted in its entirety and
replaced with the following new Section 6.7(b):
Parent Holdings shall use its reasonable best efforts to cause the
persons serving as officers and directors of Golden State immediately prior
to the Effective Time to be covered for a period of six (6) years from the
Effective Time (the "Coverage Period") by the directors' and officers'
liability insurance policy maintained by Golden State (except that
effective as of the Effective Time the single aggregate coverage limit
shall be increased to $100 million, and provided that Parent Holdings may
substitute for such policy, as amended pursuant hereto, policies of
directors' and officers' liability insurance of at least the same coverage
and amounts and containing terms and conditions which are not less
advantageous to such directors and officers of Golden State than the terms
and conditions of such policy, as amended pursuant hereto) with respect to
acts and omissions occurring prior to the Effective Time which were
committed by such officers and directors in their capacity as such;
provided that Parent Holdings shall not be required as to any such policy
to pay premiums in excess
of 300% of the amount currently expended annually by Golden State to obtain
such insurance, and if such insurance cannot be obtained for such premium
Parent Holdings shall obtain for such persons the maximum coverage that may
be obtained for such premiums. It is the understanding of the parties
hereto that the obligations of Parent Holdings contemplated by the
preceding sentence are expected to be satisfied through the purchase by
Parent Holdings, by means of the payment of a single premium prior to the
Effective Time, of a directors' and officers' liability insurance policy
with a single aggregate coverage limit of $100 million, and shall be so
satisfied for so long as such policy remains in effect during the Coverage
Period.
4. Section 6.14(a)(ii) and Section 6.14(b)(i) of the Agreement are hereby
amended by deleting the words "Merger Sub" and inserting instead the words "New
FNH".
5. All references to "this Agreement" in the Agreement shall be deemed to
refer to the Agreement as amended hereby.
6. Each of the Parties represents to the other that (i) it has full
corporate (or partnership) power and authority to execute and deliver this
Amendment and, subject to the terms and conditions set forth in the Agreement,
to consummate the transactions contemplated hereby, (ii) the execution and
delivery of this Amendment by such party have been duly and validly approved by
the Board of Directors of such party and no other corporate proceedings on the
part of such party are necessary in connection with the execution and delivery
of this Amendment by such party, and (iii) this Amendment has been duly and
validly executed and delivered by such party and constitutes a valid and
binding obligation of such party, enforceable against such party in accordance
with its terms.
7. Except as expressly amended by this Amendment, the Agreement is hereby
ratified and confirmed in all respects.
8. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which shall be considered one and
the same agreement, and shall become effective when counterparts have been
signed by each of the Parties and delivered to the other Parties, it being
understood that all Parties need not sign the same counterpart.
9. This Amendment shall be governed and construed in accordance with the
laws of the State of Delaware, without regard to any applicable conflicts of
law provisions.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized as of the date first
above written.
GOLDEN STATE BANCORP INC.
By: /s/ Richard A. Fink
-------------------------------------
Name: Richard A. Fink
Title: Vice Chairman
GOLDEN STATE FINANCIAL CORPORATION
By: /s/ Richard A. Fink
-------------------------------------
Name: Richard A. Fink
Title: Vice President
FIRST NATIONWIDE (PARENT) HOLDINGS INC.
By: /s/ Glenn P. Dickes
-------------------------------------
Name: Glenn P. Dickes
Title: Vice President
FIRST NATIONWIDE HOLDINGS INC.
By: /s/ Glenn P. Dickes
-------------------------------------
Name: Glenn P. Dickes
Title: Vice President
FIRST GIBRALTAR HOLDINGS INC.
By: /s/ Glenn P. Dickes
-------------------------------------
Name: Glenn P. Dickes
Title: Vice President
HUNTER'S GLEN/FORD, LTD.
By: /s/ Gerald J. Ford
-------------------------------------
Name: Gerald J. Ford
Title: General Partner
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