Exhibit 99.4
AMENDMENT TO SECURITYHOLDERS AGREEMENT
AMENDMENT TO SECURITYHOLDERS AGREEMENT ("Amendment"), dated as of July [ ],
2002, by and among CITIGROUP INC., a Delaware corporation ("Parent"), GOLDEN
STATE BANCORP INC., a Delaware corporation (the "Company"), MAFCO HOLDINGS
INC., a Delaware corporation ("MFI"), GSB INVESTMENTS CORP., a Delaware
corporation and a subsidiary of MFI ("GSB Investments"), MACANDREWS & FORBES
HOLDINGS INC., a Delaware corporation and a subsidiary of MFI ("MFH"), ▇▇▇▇▇▇'▇
▇▇▇▇/FORD, LTD., a limited partnership organized under the laws of the State of
Texas ("HG/F"), ▇▇▇▇▇▇ ▇. ▇▇▇▇, an individual and a general partner of HG/F
("Ford" and, together with MFI, GSB Investments, MFH and HG/F, the "Original
Securityholders"), and GSB GUARANTOR CORP., a Delaware corporation and a
subsidiary of MFI ("GSB Guarantor" and, together with the Original
Securityholders, the "Securityholders").
WITNESSETH:
WHEREAS, concurrently with the execution and delivery of the Agreement and
Plan of Merger, dated as of May 21, 2002 (as such agreement may be amended from
time to time, the "Merger Agreement"), by and among Parent, the Company and
MERCURY MERGER SUB, INC., a Delaware corporation and a subsidiary of Parent
("Sub"), Parent, the Company and the Original Securityholders entered into the
Securityholders Agreement, dated as of May 21, 2002 (the "Securityholders
Agreement");
WHEREAS, on June 20, 2002, GSB Guarantor entered into a Transfer Agreement
with GSB Investments, whereby GSB Guarantor agreed to be bound by certain
provisions of the Securityholders Agreement, and agreed to be deemed a
"Securityholder" for purposes of such provisions of the Securityholders
Agreement;
WHEREAS, pursuant to Section 11(m) of the Securityholders Agreement, the
Securityholders Agreement may be amended by a writing signed by the parties
thereto; and
WHEREAS, Parent, the Company and the Securityholders desire to amend the
Securityholders Agreement on the terms hereinafter set forth.
NOW, THEREFORE, Parent, the Company and the Securityholders, intending to be
legally bound, hereby agree to the following amendments to the Securityholders
Agreement:
1. Amendment to Sections 6(c)(ii)(A)(X) and 6(c)(iii)(C)(W) of the
Securityholders Agreement. All references to "KPMG" and "KPMG LLP" in
Section 6(c)(ii)(A)(X) and Section 6(c)(iii)(C)(W) of the Securityholders
Agreement are hereby deleted and replaced with references to "the Auditor".
2. Amendment to Section 11(i) of the Securityholders Agreement. Section
11(i) of the Securityholders Agreement is hereby amended and restated in its
entirety to read as follows:
"(i) Resolution of Disagreements. If Parent and the Securityholders'
Representative disagree as to the amount of Tax Benefits or any other
item related to Taxes, Parent and the Securityholders' Representative
shall promptly consult each other in an effort to resolve such
disagreement. If any such disagreement cannot be resolved within fifteen
days of the date of consultation, an independent certified public
accounting firm mutually agreed upon by Parent and the Securityholders'
Representative (the "Auditor") shall resolve any remaining disagreements
as promptly as practicable (but in any event within forty-five days
following the date on which such disagreement is referred to the
Auditor), based solely on written submissions forwarded by Parent and
the Securityholders' Representative to the Auditor within ten days of
the date of referral to the Auditor. The determination of the Auditor
shall be final, conclusive and binding on the parties. All fees and
expenses related to the work performed by the Auditor in accordance with
this Section 11(i) shall be apportioned between Parent and the
Securityholders in proportion to their respective liabilities as
determined by the Auditor."
3. Limited Effect. Except as specifically amended hereby, the terms and
provisions of the Securityholders Agreement shall continue and remain in
full force and effect and the valid and binding obligation of the parties
thereto in accordance with its terms. All references in the Securityholders
Agreement (and in any other agreements, documents and instruments entered
into in connection therewith) to the "Securityholders Agreement" shall be
deemed for all purposes to refer to the Securityholders Agreement, as
amended by this Amendment.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be an original, with the same effect as of
the signatures hereto and thereto were upon the same instrument.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
conflicts of law rules of such state.
IN WITNESS WHEREOF, Parent, the Company and the Securityholders have caused
this Amendment to Securityholders Agreement to be duly executed as of the day
and year first above written.
CITIGROUP INC.
By: -----------------------------
Name:
Title:
GOLDEN STATE BANCORP INC.
By: -----------------------------
Name:
Title:
MAFCO HOLDINGS INC.
By: -----------------------------
Name:
Title:
GSB INVESTMENTS CORP.
By: -----------------------------
Name:
Title:
MACANDREWS & FORBES HOLDINGS INC.
By: -----------------------------
Name:
Title:
2
▇▇▇▇▇▇'▇ ▇▇▇▇/FORD, LTD.
By: -----------------------------
Name:
Title:
▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
GSB GUARANTOR CORP.
By: -----------------------------
Name:
Title:
3