EXHIBIT 4.4
AMENDMENT NO. 1 TO WARRANT AGREEMENT
THIS AMENDMENT NO.1 TO WARRANT AGREEMENT (this "Amendment No. 1") dated as
of July 24, 1997 is entered into by and among Glendale Federal Bank, Federal
Savings Bank ("the Bank"), ChaseMellon Shareholder Services, LLC (as successor
to Chemical Trust Company of California ("Chemical"), the "Warrant Agent"), and
Golden State Bancorp Inc. ("Golden State") on the basis of the following facts:
WHEREAS, the Bank and Chemical entered into that certain Warrant Agreement
(the "Warrant Agreement") dated as of February 23, 1993 with respect to warrants
(the "Five-Year Warrants") to acquire common stock, par value $1.00 per share of
the Bank (the "Bank Common Stock")
WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Reorganization (the "Reorganization Agreement") dated as of May 28, 1997 by and
among the Bank, Golden State and Glendale Interim Federal Savings Bank, among
other things, (i) Golden State will become the holding company for the Bank, and
(ii) the Five-Year Warrants will become exercisable, in accordance with their
terms and without the necessity of any exchange by the holders thereof, solely
to receive the number of shares of common stock, par value $1.00 per share of
Golden State (the "Golden State Common Stock") that equals the number of shares
of Bank Common Stock for which the Five-Year Warrants were exercisable
immediately prior to the effective time (the "Effective Time") of the
reorganization transaction provided for in the Reorganization Agreement (the
"Reorganization"); and
WHEREAS, the parties hereto desire to amend the Warrant Agreement to
reflect the transactions comprising the Reorganization and their effects.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. The terms "Common Stock" as used in the Warrant Agreement shall mean
Golden State Common Stock instead of Bank Common Stock.
2. All references to the "Bank" or the "Company" in Articles III and IV
of the Warrant Agreement shall be deemed to refer to Golden State instead of the
Bank.
3. All references to the "Bank" in Sections 6.01 and 6.05 shall be deemed
to refer to both the Bank and Golden State.
4. Section 6.08 shall be amended in its entirety as follows:
"Section 6.08 Notices. Any communication, notice or demand to be given
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hereunder shall be duly given if in writing and delivered, or sent by first
class mail, certified or registered, postage prepaid and addressed as follows:
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(a) If to the Bank or Golden State:
000 X. Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Corporate Secretary
If to the Warrant Agent:
(b) ChaseMellon Shareholder Services, LLC
000 Xxxxx Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Office Manager
(c) If to a Warrant Holder, at such person's last known address as
such address shall appear on the registration books maintained by the Warrant
Agent.
Any party may change the address to which any communication, notice or
demand shall be given by giving notice of such change in conformity with the
provisions of this Section."
5. This Amendment No. 1 shall be deemed effective as of the Effective
Time.
6. Except as otherwise specifically provided herein, the Warrant
Agreement shall remain unchanged.
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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed by
the parties hereto as of the day and year first above written.
GLENDALE FEDERAL BANK,
FEDERAL SAVINGS BANK
By: /s/ Xxxx X. Xxxxxx
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Title: Chief Financial Officer
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CHASEMELLON SHAREHOLDER
SERVICES, LLC
By: /s/ Xxxxxxx X. Dzleoiolowski
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Xxxxxxx X. Dzleoiolowski
Title: Assistant Vice President
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GOLDEN STATE BANCORP INC.
By: /s/ Xxxx X. Xxxxxx
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Title: Chief Financial Officer
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