<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
TERMS AND CONDITIONS FOR PRIVATE SAILS EXHIBIT 11
<TABLE>
<CAPTION>
<S> <C>
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 1,000,000 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 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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
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 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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
2
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
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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, [83.51%] of the Aggregate Contract Price
for such Tranche. The Proceeds Amount shall 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.
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
3
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
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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 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)
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
4
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
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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
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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
5
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
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 Sales: Subsidiary shall be named as a selling shareholder 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 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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
6
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
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<CAPTION>
<S> <C>
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 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.
Upon the consent of Seller, Purchaser may borrow or
otherwise rehypothecate Common Stock from the
Collateral Account; provided that any such borrowing
or rehypothecation shall be effected such that this
provision will satisfy the requirements of a
securities lending transaction under Section 1058 of
the Internal Revenue Code of 1986, as amended. The
Collateral Agreement will include standard
provisions for dividends and voting, including the
loss of voting
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
7
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
rights with respect to any shares actually borrowed
or rehypothecated by Purchaser. 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 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.
Reimbursement Obligation: If Sellers fail to make available (by reason of
Securities Act restrictions or otherwise) at any
time, a number of shares of Common Stock equal to
the sum of the Base Amounts for each Tranche for the
purpose of securities lending or hypothecation,
Sellers shall make cash payments to Purchaser from
time to time in an amount sufficient to reimburse
Purchaser for any costs relating to the borrowing of
such shares of Common Stock during the period such
unavailability exists.
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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
8
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MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
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);
(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));
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
9
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
(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 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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
10
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
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.
Purchaser represents and warrants 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,
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
11
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
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 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) in the judgment of the Calculation Agent, Purchaser
is unable to hedge Purchaser's exposure to the
transactions contemplated hereby because of the lack
of sufficient shares of Common Stock (not to exceed
the sum of the Base Amounts for each Tranche) being
made available for share borrowing by lenders,
including without limitation lenders identified by
Sellers with whom Purchaser shall consult;
(c) certain events of cross-default, bankruptcy,
insolvency or reorganization with respect to either
Seller; and
(d) failure to deliver (i) the freely transferable shares
of Common Stock (or cash with equal value) required
on any Maturity Date, (ii) the cash
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
12
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
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
"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;
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
13
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
(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 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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
14
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
Payment of the Proceeds Tranche on the Closing Date for such Tranche is subject
Amount: 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 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
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
15
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
York City time on the date six weeks following the 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
Obligations: several.
Governing Law: This term sheet shall be governed by and construed
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
16
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
<TABLE>
<CAPTION>
<S> <C>
in accordance with the laws of the State of New York
without reference to choice of law doctrine.
</TABLE>
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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
17
<PAGE>
MAFCO HOLDINGS INC./GSB PRIVATE SAILS
Understood and Agreed to, this 19th 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 and Compliance Department
By: /s/ David Bonham
-------------------------------------
Name: David Bonham
Title: Director-Legal and 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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
18
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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) Seller is
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
SUISSE BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION
19
