AMENDMENT NO.1 TO TAX SHARING AGREEMENT
AMENDMENT NO. 1, dated as of September 11, 1998, by and
among Mafco Holdings Inc., a Delaware corporation ("Parent"), Golden State
Bancorp Inc., a Delaware corporation ("Golden State"), First Nationwide Holdings
Inc., a Delaware corporation ("FNH"), California Federal Bank, A Federal Savings
Bank, a federally chartered stock savings bank ("CFB"), and New First Nationwide
Holdings Inc., a Delaware corporation to be renamed "Golden State Holdings Inc."
("New FNH," and together with Parent, Golden State, FNH and CFB, the "Parties"),
to the Tax Sharing Agreement entered into as of January 1, 1994, by and among
Parent, FNH and CFB, as successor to First Madison Bank, FSB (the "Tax Sharing
Agreement").
WHEREAS, pursuant to Section 6.14 of the Agreement and Plan of
Reorganization, dated as of February 4, 1998, as amended (the "Agreement"), by
and among Golden State, FNH, Golden State Financial Corporation, a Delaware
corporation, First Nationwide (Parent) Holdings Inc., a Delaware corporation,
First Gibraltar Holdings Inc., a Delaware corporation, and Hunter's Glen/Ford,
Ltd., a Texas limited partnership, the Parties desire to amend the Tax Sharing
Agreement as set forth herein (capitalized terms used and not otherwise defined
herein have the meanings assigned to them in the Agreement);
NOW THEREFORE, in consideration of the foregoing, and intending
to be legally bound hereby, the Parties hereby agree as follows:
1. For any taxable period commencing on or after the Effective
Time, (i) Golden State shall, as of the Effective Time, replace Parent under the
Tax Sharing Agreement and will assume all of the rights and obligations of
Parent under the Tax Sharing Agreement with respect to such taxable periods;
(ii) New FNH shall, as of the Effective Time, replace FNH under the Tax Sharing
Agreement and will assume all of the rights and obligations of FNH under the Tax
Sharing Agreement with respect to such taxable periods; and (iii) CFB shall
continue to be bound by the Tax Sharing Agreement with respect to such taxable
periods.
2. For any taxable period ending on or before the Effective Time,
(i) New FNH shall, as of the Effective Time, be the successor to FNH under the
Tax Sharing Agreement, and will assume all of the rights and obligations of FNH
under the Tax Sharing Agreement with respect to any such taxable period, and
(ii) CFB and
Parent shall continue to be bound by the Tax Sharing Agreement with respect to
any such taxable period.
3. All references to "this Agreement" in the Tax Sharing Agreement
shall be deemed to refer to the Tax Sharing Agreement as amended hereby.
4. Except as expressly amended by this Amendment, the Tax Sharing
Agreement is hereby ratified and confirmed in all respects.
5. 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.
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.
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
--------------------------------------------
Name: Glenn P. Dickes
Title: Senior Vice President and Secretary
GOLDEN STATE BANCORP INC.
By:
--------------------------------------------
Name: James R. Eller
Title: Secretary
FIRST NATIONWIDE HOLDINGS INC.
By: /s/ Joram C. Salig
--------------------------------------------
Name: Joram C. Salig
Title: Vice President and Assistant Secretary
NEW FIRST NATIONWIDE HOLDINGS INC.
By: /s/ Joram C. Salig
--------------------------------------------
Name: Joram C. Salig
Title: Vice President and Assistant Secretary
CALIFORNIA FEDERAL BANK, A FEDERAL
SAVINGS BANK
By:
--------------------------------------------
Name: Eric K. Kawamura
Title: Senior Vice President
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
MAFCO HOLDINGS INC.
By:
--------------------------------------------
Name: Glenn P. Dickes
Title: Senior Vice President and Secretary
GOLDEN STATE BANCORP INC.
By: /s/ James R. Eller
--------------------------------------------
Name: James R. Eller
Title: Secretary
FIRST NATIONWIDE HOLDINGS INC.
By:
--------------------------------------------
Name: Joram C. Salig
Title: Vice President and Assistant Secretary
NEW FIRST NATIONWIDE HOLDINGS INC.
By:
--------------------------------------------
Name: Joram C. Salig
Title: Vice President and Assistant Secretary
CALIFORNIA FEDERAL BANK, A FEDERAL
SAVINGS BANK
By:
--------------------------------------------
Name: Eric K. Kawamura
Title: Senior Vice President
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.
MAFCO HOLDINGS INC.
By:
--------------------------------------------
Name: Glenn P. Dickes
Title: Senior Vice President and Secretary
GOLDEN STATE BANCORP INC.
By:
--------------------------------------------
Name: James R. Eller
Title: Secretary
FIRST NATIONWIDE HOLDINGS INC.
By:
--------------------------------------------
Name: Joram C. Salig
Title: Vice President and Assistant Secretary
NEW FIRST NATIONWIDE HOLDINGS INC.
By:
--------------------------------------------
Name: Joram C. Salig
Title: Vice President and Assistant Secretary
CALIFORNIA FEDERAL BANK, A FEDERAL
SAVINGS BANK
By: /s/ Eric K. Kawamura
--------------------------------------------
Name: Eric K. Kawamura
Title: Senior Vice President