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Exhibit 7
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
TERMS AND CONDITIONS FOR PRIVATE SAILS
Sellers: Mafco Holdings Inc. ("Parent") and GSB Investments
Corp., an indirect wholly-owned subsidiary of
Parent ("Subsidiary", and each of Parent and
Subsidiary, a "Seller").
Purchaser: Credit Suisse First Boston International.
Agent: Credit Suisse First Boston Corporation.
Calculation Agent: Credit Suisse First Boston International or an
affiliate thereof. All determinations and
calculations of the Calculation Agent shall be
made in good faith and in a commercially
reasonable manner.
Issue: SAILS (Shared Appreciation Income Linked
Securities) Mandatorily Exchangeable Securities
Contract (the "Contract"), maturing on the
Maturity Date, relating to the Underlying Shares.
The Contract may be executed in one or more
tranches (each, a "Tranche").
Underlying Shares: Up to 3,000,000 shares of Common Stock, par value
$1.00 per share (the "Common Stock"), of Golden
State Bancorp Inc. (the "Issuer").
Aggregate Contract Price: For any Tranche, an amount equal to the product of
(a) the Issue Price for such Tranche and (b) the
Base
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
Amount for such Tranche.
Base Amount: For any Tranche, the number of shares of Common
Stock (the "Hedge Shares" with respect to such
Tranche) sold by Purchaser in connection with
hedging its exposure to the transactions
contemplated hereby during the period from and
including the Issue Date immediately preceding the
Issue Date for such Tranche (or if there is no
preceding Issue Date, the date hereof) to but
excluding the Issue Date for such Tranche.
Issue Price: For any Tranche, the average price per
share at which Purchaser sells the Hedge Shares
with respect to such Tranche. Any such sales will
be made pursuant to the terms set forth under
"Registration of Hedge Sales" below.
Final Issue Date: The date of completion of Purchaser's initial
hedging activities in connection with the
transactions contemplated hereby (which shall in
no event be later than March 27, 2001).
Issue Date: Each of the following shall be an Issue Date with
respect to a Tranche: (i) the Final Issue Date and
(ii) any business day on or prior to the Final
Issue Date if (A) such day is designated as an
Issue Date by Sellers upon three business days'
written notice to Purchaser, (B) such day is the
first business day following the 29th calendar day
after the Issue Date immediately preceding such
day (or if there is no preceding Issue Date, the
Closing Date), (C) the number of Hedge Shares sold
by Purchaser during
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
2
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
the period beginning on the Issue Date immediately
preceding such day (or if there is no preceding
Issue Date, the Closing Date) and ending on such
day is equal to or greater than 1,000,000 or (D)
the Total Exposure on such day is equal or greater
than $10 million.
Total Exposure: At any time, the product of (i) the excess, if
any, of (A) the market price per share of Common
Stock at such time over (B) the average price per
share at which Purchaser has sold Hedge Shares
during the period beginning on the immediately
preceding Issue Date and ending at such time and
(ii) the number of Hedge Shares sold during such
period.
Closing Date: For any Tranche, three business days following the
Issue Date for such Tranche.
Maturity Date: For any Tranche, two years following the initial
Closing Date.
Maturity Price: The average closing price per share of Common
Stock on the first 20 trading days beginning 30
Exchange Business Days (days when the national
exchange on which the Common Stock is listed or
quoted is scheduled to be open) prior to the
Maturity Date.
Threshold Price: For any Tranche, 120% of the Issue Price for such
Tranche.
Proceeds Amount: For any Tranche, 82.32% of the Aggregate Contract
Price for such Tranche. The Proceeds Amount shall
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
3
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
be paid by Purchaser to Subsidiary on the Closing
Date for such Tranche.
Settlement: On the Maturity Date, Sellers will deliver to
Purchaser an aggregate number of freely
transferable shares of Common Stock (or cash with
an equal value) equal to the sum of the Contract
Share Amounts for each Tranche.
Contract Share Amount: For any Tranche, the product of (a) the Base
Amount for such Tranche and (b) the Exchange Rate
for such Tranche.
Exchange Rate: The Exchange Rate for each Tranche will be equal
to:
(a) if the Maturity Price is less than or equal
to the Issue Price for such Tranche, one;
(b) if the Maturity Price is greater than the
Issue Price for such Tranche but less than or
equal to the Threshold Price for such
Tranche, the quotient of such Issue Price
divided by the Maturity Price; and
(c) if the Maturity Price is greater than the
Threshold Price for such Tranche, one minus a
fraction, the numerator of which is equal to
the excess of such Threshold Price over the
Issue Price for such Tranche and the
denominator of which is equal to the Maturity
Price.
Early Termination: At any time on or after the date six months
following the final Closing Date, each Tranche
shall be subject
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
to termination in whole or in part at the option
of Sellers, upon 35 Exchange Business Days'
notice, at a price equal to Purchaser's
replacement cost for the terminated portion of
such Tranche, as determined by the Calculation
Agent.
Adjustments: The Base Amount, the Issue Price, the Threshold
Price and other variables relevant to the
settlement of each Tranche shall be subject to
adjustment if the Issuer (i) subdivides,
consolidates or reclassifies the Common Stock,
(ii) pays a dividend or distribution of Common
Stock, rights, warrants or other assets on the
Common Stock, (iii) pays a cash dividend (other
than an Ordinary Cash Dividend) on the Common
Stock, (iv) makes a call in respect of Common
Stock not fully paid, (v) repurchases Common Stock
or (vi) takes any similar action, in each case,
which action has a diluting or concentrative
effect on the theoretical value of the Common
Stock; provided that in the case of clause (iii)
above, any such adjustment shall be made to
variables other than the Base Amount.
In the event of (a) a consolidation or merger of
the Issuer, (b) any sale, transfer, lease or
conveyance of the property of the Issuer as an
entirety or substantially as an entirety, (c) any
statutory exchange of securities of the Issuer or
(d) any liquidation, dissolution or winding up of
the Issuer, then:
(i) if the successor to the Issuer is a publicly-
traded
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
5
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
entity with a public float as large as or
larger than the Issuer immediately prior to
such event, so long as the consideration
received by holders of Common Stock does not
consist solely of non-stock consideration,
Purchaser will be entitled to receive (A) on
the Maturity Date the number of shares of
common stock of such successor represented by
the shares of Common Stock that otherwise
would have been deliverable and (B) a cash
payment on the date of the closing of such
event (the "Reorganization Termination Date")
equal to the replacement value, as determined
by the Calculation Agent, of the percentage
of each Tranche equal to the percentage of
non-stock consideration (as a percentage of
the total consideration) received in such
event; or
(ii) in any other case, the Maturity Date will be
accelerated to the Reorganization Termination
Date so that Purchaser will receive on the
Reorganization Termination Date its
replacement value for each Tranche, as
determined by the Calculation Agent, payable
in cash or any freely transferable securities
received by either Seller in such event.
Registration of Hedge Subsidiary shall be named as a selling shareholder
Sales: in a registration statement (the "Registration
Statement") covering the public sale by Purchaser
of shares of Common Stock in connection with
hedging Purchaser's exposure to the transactions
contemplated hereby. The Registration Statement
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
6
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
shall be filed by the Issuer and declared
effective under the Securities Act by the
Securities and Exchange Commission. Sellers, the
Issuer and Purchaser (or an affiliate of Purchaser
designated by Purchaser) shall enter into an
agreement (the "Registration Agreement") in
connection with the public sale of such shares by
Purchaser in a form customary for underwritten
secondary offerings of equity securities lead
managed by Credit Suisse First Boston Corporation
(which agreement shall include, without
limitation, representations and warranties of
Sellers and the Issuer, provisions relating to
indemnification of, and contribution in connection
with the liability of, Purchaser and its
affiliates by both the Issuer and Sellers, payment
by the Issuer or Sellers of all registration
expenses and the delivery by both the Issuer and
Sellers of legal opinions, secretary's and
executive officer's certificates, accountants'
comfort letters and other customary closing
documents).
Dividend Payment: Sellers shall pay to Purchaser on the business day
following the payment of any cash dividend (other
than an Ordinary Cash Dividend) with respect to
the Common Stock (the "Dividend Payment Date") an
amount in cash equal to the product (the "Dividend
Payment Amount") of (i) the per share amount of
such dividend and (ii) the sum of the Base Amounts
for each Tranche on the ex-dividend date for such
dividend.
Ordinary Cash Dividends: For any given quarterly fiscal period, cash
dividends paid in respect of the Common Stock
during such
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
7
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
period, but only to the extent that the aggregate
amount of cash dividends paid during such period
does not exceed $0.10 per share.
Collateral Arrangements: Subsidiary shall deposit on the Closing Date for
each Tranche, and shall maintain on and after such
Closing Date, in a Collateral Account with
Purchaser a number of shares of Common Stock free
and clear of any liens or transfer restrictions
(other than restrictions on transfer imposed by
the Securities Act of 1933, as amended (the
"Securities Act")) equal to Base Amount for such
Tranche, to secure the obligations of Sellers in
respect of such Tranche. Immediately upon payment
of the Proceeds Amount, Sellers shall deliver to
Purchaser any documents as Purchaser may
reasonably request to evidence that such shares
have been delivered free and clear of any such
liens or transfer restrictions.
The parties hereto agree that neither Purchaser
nor Agent shall at any time borrow or otherwise
rehypothecate Common Stock from the Collateral
Account. The Collateral Agreement will include
standard provisions for dividends and voting. Upon
the early termination of any Tranche by Sellers, a
corresponding number of shares will be returned to
Subsidiary and will cease to be security.
Subsidiary shall have the right at any time during
the term of the Contract to substitute for all
(but not less than all) of the Common Stock
pledged as collateral (the "Share Collateral")
United States government securities with a value
at least equal to 150% of the
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
8
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
value of the Share Collateral, marked to market on
a daily basis. Upon the substitution described in
the immediately preceding sentence, the Share
Collateral shall be returned to Subsidiary and
shall no longer be treated as collateral.
Representations and Sellers represent and warrant to Purchaser that:
Warranties
(a) Each Seller is a corporation duly organized
and existing in good standing under the laws
of the State of Delaware;
(b) The execution and delivery of this term sheet
and the performance by each Seller of such
Seller's obligations hereunder do not violate
or conflict with any provision of the
certificate of incorporation or bylaws of
such Seller, any law, order or judgment
applicable to such Seller or any of such
Seller's assets or any contractual
restriction binding on or affecting such
Seller or any of such Seller's assets (it
being understood that the existence on any
date after the date hereof of factual
contingencies to the effectiveness on the
Closing Date for any Tranche of any consent
required to be obtained under any agreement
in connection with the execution or delivery
of this term sheet or the consummation of the
transactions contemplated hereby shall not be
deemed to give rise to any breach of the
representation and warranty set forth in this
paragraph (b) with respect to contractual
restrictions binding on or affecting either
Seller or any of such Seller's assets);
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
9
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
(c) The execution and delivery of this term sheet
by each Seller and the consummation by such
Seller of the transactions contemplated
hereby have been duly authorized by all
necessary corporate action;
(d) Each Seller has duly executed this term
sheet. Each Seller's obligations under this
term sheet constitute such Seller's legal,
valid and binding obligations, enforceable in
accordance with their respective terms
(subject to applicable bankruptcy,
reorganization, insolvency, moratorium or
similar laws affecting creditors' rights
generally and subject, as to enforceability,
to equitable principles of general
application (regardless of whether
enforcement is sought in a proceeding in
equity or at law));
(e) Each Seller is acting for such Seller's own
account, and has made such Seller's own
independent decision to enter into this
transaction and as to whether this
transaction is appropriate or proper for such
Seller based upon such Seller's own judgment
and upon advice of such advisors as such
Seller deems necessary. Each Seller
acknowledges and agrees that such Seller is
not relying, and has not relied, upon any
communication (written or oral) of Purchaser
or any affiliate, employee or agent of
Purchaser with respect to the legal,
accounting, tax or other implications of this
transaction and that such Seller has
conducted such Seller's own analyses of the
legal, accounting, tax and other
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
10
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
implications hereof; it being understood that
information and explanations related to the
terms and conditions of this transaction
shall not be considered investment advice or
a recommendation to enter into this
transaction. Each Seller is entering into
this transaction with a full understanding of
all of the terms and risks hereof (economic
and otherwise) and is capable of evaluating
and understanding (on such Seller's own
behalf or through independent professional
advice), and understands and accepts, the
terms, conditions and risks. Each Seller is
also capable of assuming (financially and
otherwise), and assumes, those risks. Each
Seller acknowledges that neither Purchaser
nor any affiliate, employee or agent of
Purchaser is acting as a fiduciary for or an
adviser to such Seller in respect of this
transaction;
(f) The terms hereof have been negotiated, and
the transactions contemplated hereby shall be
executed, on an arm's length basis;
(g) Neither Seller is and, after giving effect to
the transactions contemplated hereby, neither
Seller will be an "investment company", as
such term is defined in the Investment
Company Act of 1940, as amended (the "1940
Act"), that is required to be registered
under the 1940 Act; and
(h) Neither Seller is in possession of any
material non-public information regarding the
Issuer.
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
11
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
Purchaser represents and warrant to sellers that:
(a) Purchaser is a company duly organized and
existing in good standing under the laws of
the jurisdiction of incorporation;
(b) The execution and delivery of this term sheet
and the performance by Purchaser of
Purchaser's obligations hereunder do not
violate or conflict with any provision of the
constitutive documents of Purchaser, any law,
order or judgment applicable to Purchaser or
any of Purchaser's assets or any contractual
restriction binding on or affecting Purchaser
or any of Purchaser's assets;
(c) The execution and delivery of this term sheet
by Purchaser and the consummation by
Purchaser of the transactions contemplated
hereby have been duly authorized by all
necessary corporate action;
(d) Purchaser has duly executed this term sheet.
Purchaser's obligations under this term sheet
constitute Purchaser's legal, valid and
binding obligations, enforceable in
accordance with their respective terms
(subject to applicable bankruptcy,
reorganization, insolvency, moratorium or
similar laws affecting creditors' rights
generally and subject, as to enforceability,
to equitable principles of general
application (regardless of whether
enforcement is sought in a proceeding in
equity or at law));
If, at any time during the period beginning on the
date
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
12
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
hereof and ending on the final Closing Date, any
of the representations and warranties of Sellers
or Purchaser set forth above are not true, correct
and complete as if made as of such time, the maker
of such representation or warranty shall notify
the other parties hereto as promptly as
practicable.
Events of Default: The final documentation for each Tranche will
contain customary Events of Default, including
the following:
(a) failure to perform any covenant thereunder
for 60 days after notice of breach;
(b) certain events of cross-default, bankruptcy,
insolvency or reorganization with respect to
either Seller; and
(c) failure to deliver (i) the freely
transferable shares of Common Stock (or cash
with equal value) required on any Maturity
Date, (ii) the cash amounts (or, if
applicable, freely transferable securities)
required on any Reorganization Termination
Date or any date on which any Tranche is
terminated in whole or in part pursuant to
the terms set forth under "Early Termination"
above or (iii) any Dividend Payment Amount on
any Dividend Payment Date.
Upon the occurrence of an Event of Default,
Purchaser may terminate any Tranche at a price
(payable in Common Stock or, if Purchaser has
substituted United States government securities as
collateral pursuant to the terms set forth under
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
13
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
"Collateral Arrangements" above, in cash) equal to
Purchaser's replacement cost for such Tranche, as
determined by the Calculation Agent.
Capital Structure: The Contract will be a secured forward contract of
each Seller.
Conditions Precedent: If, at any time prior to the Final Issue Date, any
of the following conditions are not satisfied:
(a) the representations and warranties of each
Seller shall be true and correct as if made
at such time and each Seller shall have
performed all of its obligations required to
be performed by it hereunder;
(b) any consent required to be obtained under any
agreement in connection with the execution or
delivery of this term sheet or the
consummation of the transactions contemplated
hereby shall have been obtained and shall be
in full force and effect and the conditions
of any such consent shall have been
satisfied;
(c) Sellers shall have delivered to Purchaser
evidence acceptable to Purchaser that the
condition set forth in paragraph (b) above is
satisfied;
(d) the representations and warranties of Sellers
and the Issuer contained in the Registration
Agreement and any certificate delivered
pursuant thereto shall be true and correct as
if made at
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
14
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
` such time and each of Sellers and the Issuer
shall have performed all of the obligations
required to be performed by it under the
Registration Agreement; or
(e) on each Representation Date (as defined in
the Registration Agreement) that shall have
occurred prior to such time, Davis Polk &
Wardwell, counsel to Purchaser, in its
professional judgment, shall have been able
to provide an opinion to Purchaser relating
to the disclosure in the Registration
Statement in form and substance acceptable to
Purchaser;
any Tranche that has not been consummated prior to
such date shall be terminated and unwound and
Sellers shall deliver to Purchaser an amount in
cash (the "Net Payment Amount" with respect to
each such Tranche) equal to the aggregate amount
of costs and expenses (including market losses)
relating to the unwinding of Purchaser's hedging
activities in respect of such Tranche (provided
that if such Net Payment Amount is negative,
Purchaser shall deliver to Subsidiary an amount in
cash equal to the absolute value of such Net
Payment Amount).
Conditions Precedent to The payment of the Proceeds Amount for each
Payment of the Proceeds Tranche on the Closing Date for such Tranche is
Amount: subject to (a) Purchaser's legal, regulatory,
credit and risk approval of the transaction, (b)
the delivery by Sellers to Purchaser of a
customary corporate opinion of nationally
recognized counsel acceptable to Purchaser in form
and substance acceptable to
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
15
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
Purchaser, (c) the truth and correctness of the
representations and warranties of each Seller and
the performance by each Seller of its obligations
hereunder (including without limitation the
performance of the obligations set forth under
"Collateral Arrangements" above) and under the
final documentation described under "Breakage
Costs" below, (d) the receipt by Purchaser of
evidence reasonably acceptable to Purchaser that
immediately upon payment of the Proceeds Amount
for such Tranche, a number of shares of Common
Stock equal to the Base Amount for such Tranche
shall be delivered to Purchaser free and clear of
any liens or transfer restrictions (other than
restrictions on transfer imposed by the Securities
Act) pursuant to the term set forth in "Collateral
Arrangements" above and (e) the satisfaction of
each condition set forth in "Conditions Precedent"
above.
Breakage Costs: The parties expect to execute final documentation
relating to each Tranche after Purchaser has
completed its hedging activities in connection
with such Tranche. If (i) Sellers fail to fulfill
their obligations hereunder with respect to any
Tranche or any of the conditions set forth in
"Conditions Precedent to Payment of the Proceeds
Amount" above or in the final documentation
relating to such Tranche are not satisfied or (ii)
final documentation reasonably satisfactory to
Purchaser relating to such Tranche has not been
executed by 5:00 p.m., New York City time on the
date six weeks following the
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
16
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
Issue Date for such Tranche, such Tranche shall be
terminated and unwound and Sellers shall deliver
to Purchaser the Net Payment Amount with respect
to such Tranche (provided that if such Net Payment
Amount is negative, Purchaser shall deliver to
Subsidiary an amount in cash equal to the absolute
value of such Net Payment Amount). Notwithstanding
any provision hereof to the contrary, if on the
Closing Date for any Tranche, Sellers are unable
to satisfy the conditions to any consent required
to be obtained in order for Sellers to perform
their obligations hereunder, Sellers may elect to
satisfy their obligations hereunder by terminating
and unwinding such Tranche and any subsequent
Tranche that has not been consummated and
delivering to Purchaser the Net Payment Amount
with respect to such Tranche in lieu of the other
payments or deliveries provided herein (provided
that if such Net Payment Amount is negative,
Purchaser shall deliver to Subsidiary an amount in
cash equal to the absolute value of such Net
Payment Amount).
Assignment: The rights and duties hereunder and under the
Contract and Collateral Agreement may not be
assigned or transferred by any party hereto or
thereto without the prior written consent of the
other parties hereto or thereto; provided that
Purchaser may assign or transfer any of its rights
or duties hereunder or thereunder with the prior
written consent of each Seller (which consent
shall not be unreasonably withheld).
Joint and Several The obligations of Sellers hereunder shall be
joint and
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
17
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
Obligations: several.
Governing Law: This term sheet shall be governed by and construed
in accordance with the laws of the State of New
York without reference to choice of law doctrine.
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
18
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
Understood and Agreed to, this 13th day of December, 2000:
MAFCO HOLDINGS INC.
By: /s/ Todd J. Slotkin
--------------------------------------------------
Name: Todd J. Slotkin
Title: Executive Vice President and
Chief Financial Officer
GSB INVESTMENTS CORP.
By: /s/ Todd J. Slotkin
--------------------------------------------------
Name: Todd J. Slotkin
Title: Executive Vice President and
Chief Financial Officer
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By: /s/ Edmond Curtin
--------------------------------------------------
Name: Edmond Curtin
Title: Director-Legal Compliance Department
By: /s/ David Bonham
--------------------------------------------------
Name: David Bonham
Title: Director-Legal Compliance Department
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
19
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
CREDIT SUISSE FIRST BOSTON
CORPORATION, as Agent
By: /s/ Timothy D. Bock
--------------------------------------------------
Name: Timothy D. Bock
Title Managing Director
By entering into a transaction with Purchaser, you acknowledge that you have
read and understood the following terms: Purchaser is acting solely as an arm's
length contractual counterparty and not as your financial adviser or fiduciary
unless it has agreed to so act in writing. Before entering into any transaction
you should ensure that you fully understand its potential risks and rewards and
independently determine that it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant
circumstances. You should consult with such advisers as you deem necessary to
assist you in making these determinations. You should also understand that
Purchaser or its affiliates may provide banking, credit and other financial
services to any company or issuer of securities or financial instruments
referred to herein, underwrite, make a market in, have positions in, or
otherwise buy and sell securities or financial instruments which may be
identical or economically similar to any transaction entered into with you. Any
indicative terms provided to you are provided for your information only and do
not constitute an offer, a solicitation of an offer, or any advice or
recommendation to conclude any transaction (whether on the indicative terms or
otherwise). Any indicative price quotations, disclosure materials or analyses
provided to you have been prepared on assumptions and parameters that reflect
good faith determinations by us or that have been expressly specified by you and
do not constitute advice by us. The assumptions and parameters used are not the
only ones that might reasonably have been selected and therefore no guarantee is
given as to the accuracy, completeness, or reasonableness of any such
quotations, disclosure or analyses. The parties hereby agree that (i) Sellers
are not obligated to keep confidential or otherwise limit the use of any element
of any description contained herein that is necessary to understand or support
any United States federal income tax treatment and (ii) Purchaser does not
assert any claim of proprietary ownership in respect of any description
contained herein relating to the use of any entities, plans or arrangements to
give rise to a particular United States federal income tax treatment for Seller.
CREDIT FIRST CREDIT SUISSE FIRST BOSTON CORPORATION
SUISSE BOSTON
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