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
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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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