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
corpora tion, First Nationwide (Parent) Holdings Inc., a Delaware corporation,
First Gibraltar Holdings Inc., a Delaware corporation, and Xxxxxx'x Xxxx/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
intend ing 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
Agree ment 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 counter
parts, 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 under stood 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/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and Secretary
GOLDEN STATE BANCORP INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
FIRST NATIONWIDE HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President and Assistant Secretary
NEW FIRST NATIONWIDE HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President and Assistant Secretary
CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
