June 20, 2002 GSB Investments Corp. 35 East 62nd Street New York, New York 10021 GSB Guarantor Corp. 35 East 62nd Street New York, New York 10021 Ladies and Gentlemen: Reference is hereby made to the Transfer Agreement dated as of the date hereof (the...

                              Mafco Holdings Inc.
                              00 Xxxx 00xx Xxxxxx
                           Xxx Xxxx, Xxx Xxxx 00000








                                                              June 20, 2002




GSB Investments Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx  00000

GSB Guarantor Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx  00000

Ladies and Gentlemen:

                  Reference is hereby made to the Transfer Agreement dated as
of the date hereof (the "Transfer Agreement") between GSB Investments Corp.
and GSB Guarantor Corp. ("GSB Guarantor"). Capitalized terms used in this
letter agreement and not otherwise defined have the meanings given to them in
the Transfer Agreement. Mafco Holdings Inc. ("MFI") here agrees that it shall
cause GSB Guarantor to perform all of GSB Guarantor's obligations under the
Transfer Agreement including those obligations under the Securityholders
Agreement by which GSB Guarantor has agreed to be bound pursuant to the
Transfer Agreement. MFI agrees that Citigroup shall be a third party
beneficiary of this letter agreement and shall be entitled to enforce the
provisions hereof.

                                      Very truly yours,

                                      MAFCO HOLDINGS INC.


                                      By: /s/ Xxxx X. Xxxxxxx
                                          ----------------------------------
                                          Name:  Xxxx X. Xxxxxxx
                                          Title: Executive Vice President
                                                 and Chief Financial Officer