TRANSFER AGREEMENT
This Transfer Agreement (the "Agreement") is entered into as
of June 20, 2002 between GSB Guarantor Corp., a Delaware corporation ("GSB
Guarantor"), and GSB Investments Corp., a Delaware corporation and
wholly-owned subsidiary of GSB Guarantor ("GSB Investments"). Capitalized
terms used but not defined in this Agreement shall have the meanings given to
them in the Securityholders Agreement referred to below.
WHEREAS, GSB Investments is the registered holder of
22,868,801 shares (the "Subject Shares") and other shares (the "Other Shares")
of common stock of Golden State Bancorp Inc., a Delaware corporation ("Golden
State");
WHEREAS, GSB Investments has entered into a Securityholders
Agreement in respect of the Subject Shares and the Other Shares dated as of
May 21, 2002 (as amended, supplemented or otherwise modified from time to
time, the "Securityholders Agreement"), by and among Citigroup Inc.
("Citigroup"), Golden State, Mafco Holdings Inc. ("Mafco"), GSB Investments,
MacAndrews & Forbes Holdings Inc. ("MacAndrews"), Xxxxxx'x Xxxx/Ford, Ltd.
("Xxxxxx'x Xxxx") and Xxxxxx X. Xxxx (together with Mafco, GSB Investments,
MacAndrews and Xxxxxx'x Xxxx, the "Securityholders");
WHEREAS, (i) the Subject Shares are pledged to secure the
obligations of GSB Investments under the New Amended and Restated Credit
Agreement and the other Credit Facility Documents referred to in Item II of
Schedule II to the Securityholders Agreement (collectively, the "Prior Loan
Documents"); and (ii) the loans outstanding under the Prior Loan Documents are
being refinanced (the "Refinancing") with the proceeds of the loans being
extended under the Credit Agreement referred to in Schedule I to this
Agreement (the "Credit Agreement"), pursuant to which the Subject Shares must
be transferred to GSB Guarantor and pledged by GSB Guarantor to the lenders
parties to the Credit Agreement to secure GSB Guarantor's obligations
thereunder;
WHEREAS, to effect such transfer, the Board of Directors of
GSB Investments has adopted resolutions declaring and authorizing the payment
of a dividend in the form of the Subject Shares to GSB Guarantor (the
"Transfer");
WHEREAS, the parties hereto intend that, upon the Transfer,
GSB Guarantor shall make certain of the representations and warranties set
forth in, and agree to be bound by certain of the provisions of, the
Securityholders Agreement as they relate to the Subject Shares.
NOW, THEREFORE, the parties to this Agreement agree as
follows:
1. GSB Investments hereby transfers all of its right, title
and interest in and to the Subject Shares to GSB Guarantor, and GSB Guarantor
hereby accepts all such right, title and interest in and to the Subject Share.
2. GSB Guarantor hereby represents and warrants to Citigroup
in respect of the Subject Shares that
(a) (i) (A) on the date hereof, it is the Beneficial
Owner of the Subject Shares and it is the record owner of
the Subject Shares; (B) on the date hereof, the Subject
Shares constitute all of the shares of voting capital stock
of the Company owned of record or Beneficially Owned by it;
and (C) except as listed and described on Schedule I to this
Agreement, it has sole voting power and sole power to issue
instructions with respect to the matters set forth in this
Agreement and in Section 2 of the Securityholders Agreement,
sole power of disposition, sole power (if any) to demand
appraisal rights and sole power to agree to all of the
matters set forth in this Agreement, in each case with
respect to all of the Subject Shares with no limitations,
qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement
and (ii) any proxies heretofore given in respect of the
Subject Shares are not irrevocable, and such proxies are
hereby revoked, except as listed and described on Schedule
I; and
(b) it makes for the benefit of Citigroup each of the
representations and warranties set forth in Sections
3(a)(ii), 3(a)(iii) and 3(a)(iv) of the Securityholders
Agreement; provided that, solely for purposes of the
representations and warranties made in this Section 2, each
reference in Sections 3(a)(ii), 3(a)(iii) and 3(a)(iv) of
the Securityholders Agreement to the "Securityholder," the
"Existing Securities," and "this Agreement," after giving
effect to the Transfer and the Refinancing, shall be deemed
to be a reference to GSB Guarantor, the Subject Shares and
this Agreement, respectively.
3. GSB Guarantor hereby agrees to be bound from and after
the date hereof, in respect of the Subject Shares and in respect of any shares
of Parent Common Stock it may receive in the Merger upon conversion of the
Subject Shares, by all of the obligations and agreements of GSB Investments
set forth in the Securityholders Agreement, other than those set forth in
Sections 3(a)(v), 5(f), 6(c), 6(d) and 6(e), as such obligations relate to the
Subject Shares and such shares of Parent Common Stock, to the same extent as
if GSB Guarantor were a party to the Securityholders Agreement. GSB Guarantor
further agrees that, from and after the date hereof, in respect of the Subject
Shares and in respect of any shares of Parent Common Stock it may receive in
the Merger upon conversion of the Subject Shares, it shall be deemed to be a
"Securityholder" and an "MFI Party" for all purposes of the Securityholders
Agreement other than Sections 3(a)(v), 5 (f), 6(c), 6(d) and 6(e).
4. GSB Guarantor hereby acknowledges that, pursuant to
Section 2(b) of the Securityholders Agreement, the Subject Shares are subject
to GSB Investments' obligations under the first sentence of Section 2(a)
thereof and under Section 2(c)(i) thereof. GSB Guarantor hereby agrees that it
shall cooperate with GSB Investments in complying or causing compliance with
GSB Investments' obligation to vote the Subject Shares or cause them to be
voted with respect to the matters set forth in Section 2(a) of the
Securityholders Agreement and in furtherance thereof GSB Guarantor grants the
proxy set forth in Section 7 of this Agreement.
5. GSB Investments hereby assigns to GSB Guarantor, and GSB
Guarantor hereby accepts, GSB Investments' rights and obligations under the
Registration Rights Agreement in respect of the Subject Shares and any
securities issued or issuable in respect of the Subject Shares by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, reclassification, merger or consolidation, and any other
securities issued pursuant to any other pro rata distribution with respect to
the Subject Shares.
6. GSB Guarantor hereby acknowledges that, as of the
Effective Time, without any further action, the Registration Rights Agreement
shall terminate and shall be of no further force and effect, as provided in
Section 6(a) of the Securityholders Agreement
7. Subject to Section 10 of the Securityholders Agreement,
GSB Guarantor hereby irrevocably grants to, and appoints, Xxxxxx Xxxxxxxxxx,
Xxx Xxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxx and Xxxxxx Xxxxxx, or any one of them, in
their respective capacities as officers of Citigroup, and any individual who
shall hereafter succeed to any such office of Citigroup, and each of them
individually, GSB Guarantor's proxy and attorney-in-fact (with full power of
substitution) for and in the name, place and stead of GSB Guarantor, to vote
the Subject Shares in favor of the transactions contemplated by the Merger
Agreement and against any Company Takeover Proposal. GSB Guarantor understands
and acknowledges that it is a condition to GSB Investments' ability to make
the Transfer that the irrevocable proxy set forth in the foregoing sentence be
given as provided in the Securityholders Agreement. GSB Guarantor hereby
affirms that the irrevocable proxy set forth in the foregoing sentence is
given to secure the performance of the duties of GSB Guarantor to Citigroup
hereunder and under the Securityholders Agreement and that Citigroup is
entitled to rely on such irrevocable proxy. GSB Guarantor further affirms that
such irrevocable proxy is coupled with an interest and, subject to Section 10
of the Securityholders Agreement, may under no circumstances be revoked. Such
irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 212(e) of the Delaware General Corporation Law.
GSB Guarantor will cause any record holder of any of the Subject Shares
Beneficially Owned by GSB Guarantor to grant substantially similar proxies as
requested in accordance with Section 11(e) of the Securityholders Agreement.
8. The parties hereto agree that Citigroup shall be a third
party beneficiary of this Agreement and shall be entitled to enforce the
provisions hereof
9. Notwithstanding anything in this Agreement, the parties
hereto acknowledge that the Securityholders Agreement remains in full force
and effect.
10. The effectiveness of this Agreement shall be
simultaneous with the effectiveness of the Transfer.
11. This Agreement shall be governed by the laws of the
State of Delaware.
12. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, GSB Guarantor and GSB Investments have
caused this Agreement to be duly executed and delivered as of the day and year
first above written.
GSB GUARANTOR CORP.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
GSB INVESTMENTS CORP.
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
Schedule I
Credit Facility Documents
1. Credit Agreement dated as of June 20, 2002 among Mafco,
GSB Guarantor, the several banks and other financial institutions or entities
from time to time parties thereto and JPMorgan Chase Bank, as administrative
agent (in such capacity, the "Administrative Agent").
2. Pledge Agreement dated as of June 20, 2002 made by GSB
Guarantor and Mafco in favor of the Administrative Agent.
