Browse > Home / IndustryIntelligence / Financial / S&Ls/Savings / Marketing Agreements

S&Ls/Savings Banks

Marketing Agreements

Page 1 of 11

$49	Preview Full Doc	2001	Remarketing Agreement Remarketing Agreement (86K) Doc #146712: Click preview link for longer preview. WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT April 30, 2001 Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Ladies and Gentlemen: Washington Mutual, Inc., a Washington corporation (the "Company"), issued, pursuant to the Unit Agreement (the "Unit Agreement"), dated as of April 30, 2001, among the Company, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New . . . 146712	BNY Bank of New York ( Money Center Banks ) As referenced in this Remarketing Agreement: Bank of New York, – the Company, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank Bank of New York, – Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank of New York, as Unit Agent (the "Unit Bank of New York, – New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank of New York, as Unit Agent (the "Unit Agent"), $1,000,000,000 Trust Preferred Income Equity Bank of New York, – the Company, in its capacity as Sponsor, the initial Administrative Trustees (the "Administrative Trustees"), The Bank of New York, as Property Trustee (the "Property Trustee"), and The Bank of New York (Delaware), as Bank of New York – Administrative Trustees"), The Bank of New York, as Property Trustee (the "Property Trustee"), and The Bank of New York (Delaware), as Delaware Trustee (the "Delaware Trustee"), and guaranteed (the "Guarantee"; together with the dt 41753 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Remarketing Agreement: Lehman Brothers Inc – here to rapidly navigate through this document Exhibit 4.12 WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT April 30, 2001 Lehman Brothers Inc . Three World Financial Center New York, New York 10285 Ladies and Gentlemen: Washington Mutual, Inc., a Washington corporation (the "Company"), issued, pursuant _____________ Lehman Brothers Inc – case may be. Section 1. Appointment and Obligations of the Remarketing Agent. (a) The Company and the Trust (together, the "Issuers") hereby appoint Lehman Brothers Inc . as exclusive remarketing agent (the "Remarketing Agent"), and Lehman Brothers Inc. hereby accepts appointment as Remarketing Agent, for the purpose of (i) _____________ Lehman Brothers Inc – Agent. (a) The Company and the Trust (together, the "Issuers") hereby appoint Lehman Brothers Inc. as exclusive remarketing agent (the "Remarketing Agent"), and Lehman Brothers Inc . hereby accepts appointment as Remarketing Agent, for the purpose of (i) Remarketing Remarketed Securities on behalf of the holders thereof and (ii) _____________ Lehman Brothers Inc – shall be in writing, and: (a) if to the Remarketing Agent, shall be delivered or sent by mail, telex or facsimile transmission to Lehman Brothers Inc ., Three World Financial Center, New York, New York 10285, Attention: Syndicate Department (Fax: (212)-528-8822); (b) if to the Issuers shall _____________ LEHMAN BROTHERS INC – President Very truly yours, WASHINGTON MUTUAL CAPITAL TRUST 2001 By: /s/ Fay L. Chapman Name: Fay L. Chapman Title: Senior Executive Vice President LEHMAN BROTHERS INC . By: signature not legible Authorized Representative 22 QuickLinks Exhibit 4.12 WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT _____________ dt 104957 ; WaMu Bank Washington Mutual Bank, FA ( S&Ls/Savings Banks ) As referenced in this Remarketing Agreement: Washington Mutual Bank, – to make the statements therein, in light of the circumstances in which they were made, not misleading. (c) The Company and each of Washington Mutual Bank, FA, New American Capital, Inc. and Washington Mutual Bank have been duly incorporated and are validly existing as corporations or depository institutions _____________ Washington Mutual Bank – circumstances in which they were made, not misleading. (c) The Company and each of Washington Mutual Bank, FA, New American Capital, Inc. and Washington Mutual Bank have been duly incorporated and are validly existing as corporations or depository institutions in good standing under the laws of their respective jurisdictions _____________ Washington Mutual Bank, – to conduct the businesses in which they are engaged; and neither the Trust nor any of the subsidiaries of the Company (other than Washington Mutual Bank, F.A., New American Capital, Inc. and Washington Mutual Bank (collectively, the "Significant Subsidiaries")) is a "significant subsidiary", as such term is _____________ Washington Mutual Bank – neither the Trust nor any of the subsidiaries of the Company (other than Washington Mutual Bank, F.A., New American Capital, Inc. and Washington Mutual Bank (collectively, the "Significant Subsidiaries")) is a "significant subsidiary", as such term is defined in Rule 405 of the Rules and Regulations. (d) _____________ Washington Mutual Bank, – directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. 4 (e) Washington Mutual Bank, FA, Washington Mutual Bank and New American Capital, Inc. constitute the only "significant subsidiaries" (as such term is defined in Rule 1- _____________ dt 161012 ;	WAMU Washington Mutual Inc. ( S&Ls/Savings Banks ) As referenced in this Remarketing Agreement: WASHINGTON MUTUAL, INC – CORPORATION EX-4.12 13 a2050803zex-4_12.htm EXHIBIT 4.12 QuickLinks -- Click here to rapidly navigate through this document Exhibit 4.12 WASHINGTON MUTUAL, INC . WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT April 30, 2001 Lehman Brothers Inc. Three World Financial Center New York, New York 10285 _____________ Washington Mutual, Inc – CAPITAL TRUST 2001 REMARKETING AGREEMENT April 30, 2001 Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Ladies and Gentlemen: Washington Mutual, Inc ., a Washington corporation (the "Company"), issued, pursuant to the Unit Agreement (the "Unit Agreement"), dated as of April 30, 2001, among the _____________ Washington Mutual, Inc – the Company, as Guarantor, to the extent set forth in the Guarantee Agreement, dated as of April 30, 2001 (the "Guarantee Agreement"), between Washington Mutual, Inc ., as guarantor (the "Guarantor") and The Bank of New York, as Guarantee Trustee (the "Guarantee Trustee"); and (ii) a warrant to purchase . _____________ WASHINGTON MUTUAL, INC – the Company, the Trust and the Remarketing Agent, please indicate your acceptance in the space provided for that purpose below. Very truly yours, WASHINGTON MUTUAL, INC . By: /s/ Fay L. Chapman Name: Fay L. Chapman Title: Senior Executive Vice President Very truly yours, WASHINGTON MUTUAL CAPITAL TRUST 2001 _____________ WASHINGTON MUTUAL, INC – Name: Fay L. Chapman Title: Senior Executive Vice President LEHMAN BROTHERS INC. By: signature not legible Authorized Representative 22 QuickLinks Exhibit 4.12 WASHINGTON MUTUAL, INC . WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT _____________ dt 152248 ; Heller Ehrman Heller Ehrman White & McAuliffe ( Legal ) As referenced in this Remarketing Agreement: Heller Ehrman – information that they may reasonably request to enable them to pass upon such matters. (c) Heller Ehrman White & McAuliffe LLP, counsel to the Company, shall have furnished to the Remarketing dt 37214
$50	Full Doc	2000	Remarketing Agreement Remarketing Agreement (67K) Doc #270153: This document is immediately available for purchase, but does not have a preview available for viewing. WASHINGTON MUTUAL, INC. SERIES H PREFERRED STOCK REMARKETING AGREEMENT [date] [Remarketing Agent Name & Address] Ladies and Gentlemen: Washington Mutual, Inc., a Washington corporation (the "Company"), is issuing today 2,000,000 shares of its Series H Preferred Stock, liquidation preference of $50 per share (the "Preferred Stock"), pursuant to a Certificate of Designations filed with the Secretary of State of the State of Washington (the "Certificate of Designations"). Capitalized terms used but not defined in this Remarketing Agreement (this "Agreement") shall have the meanings set forth in the Certificate of Designations. The Remarketing (as defined below) of the Preferred Stock is provided for in the Certificate of Designations. As used in this Agreement, the term "Remarketed Preferred Stock" means the Preferred Stock subject to the Remarketing on the fifth Business Day prior to the Purchase Contract Settlement Date; the term "Remarketing Procedures" means the procedures in connection with the Remarketing of the Preferred Stock described in the Certificate of Designations; and the term "Remarketing" means the remarketing of the Remarketed Preferred Stock pursuant to the Remarketing Procedures. Section 1. APPOINTMENT AND OBLIGATIONS OF THE REMARKETING AGENT. (a) The Company hereby appoints [remarketing agent], and [remarketing agent] hereby accepts appointment, as exclusive remarketing agent (the "Remarketing Agent") for the purpose of (i) Remarketing the Remarketed Preferred Stock on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agent agrees (i) to use commercially reasonable efforts to remarket the Remarketed Preferred Stock tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii) to notify the Company promptly of the Reset Rate and (iii) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price equal to 100.50% of the aggregate liquidation preference thereof, the Remarketed Preferred Stock tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at a price of 100.50% of the aggregate liquidation preference of such Remarketed Preferred Stock prior to 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket all Remarketed Preferred Stock tendered or deemed tendered for Remarketing. {PAGE} (e) If none of the holders of Remarketed Preferred Stock elects to have Remarketed Preferred Stock Remarketed in the Remarketing, the Remarketing Agent shall, in its sole discretion, determine the rate that would have been established had a Remarketing of all the Preferred Stock been held on the Remarketing Date, and such rate shall be the Reset Rate. (f) If, by 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Preferred Stock tendered or deemed tendered for purchase, a failed Remarketing (the "Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary and the Company. If a Failed Remarketing occurs, the Reset Rate will be equal to (i) the "AA" Composite Commercial Paper Rate on the Remarketing Date, plus (ii) a spread as set forth in the Certificate of Designations. (g) By approximately 4:30 p.m., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Depositary and the Company of the Reset Rate determined in the Remarketing and the number of shares of Remarketed Preferred Stock sold in the Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the number of shares of Remarketed Preferred Stock such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary Participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the shares of Remarketed Preferred Stock purchased through the facilities of the Depositary. (h) The Remarketing Agent shall remit (i) to the Collateral Agent proceeds of the Remarketed Preferred Stock subject to the Pledge Agreement in an amount equal to 100% of the aggregate liquidation preference of such Remarketed Preferred Stock and (ii) to the Depositary Participant of the seller of Remarketed Preferred Stock not subject to the Pledge Agreement proceeds of such Remarketed Preferred Stock in an amount equal to 100% of the aggregate liquidation preference of such Remarketed Preferred Stock. 2 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company hereby represents and warrants to the Remarketing Agent (i) on and as of the date hereof, (ii) on and as of the date the Prospectus or other Remarketing Materials (each, as defined in Section 2(a) below) which are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date and (iv) on and as of the Purchase Contract Settlement Date that: (a) Registration statement on Form S-4 (File No. 333-47308) and an amendment or amendments thereto with respect to the initial offering of the Preferred Stock have (i) been prepared by the Company in conformity with the 270153	WaMu Bank Washington Mutual Bank, FA ( S&Ls/Savings Banks ) As referenced in this Remarketing Agreement: Washington Mutual Bank, – has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. (e) Washington Mutual Bank, FA (the "Bank") has been duly organized and is validly existing as a federally chartered savings bank in good standing under the _____________ dt 161151 ;	WAMU Washington Mutual Inc. ( S&Ls/Savings Banks ) As referenced in this Remarketing Agreement: WASHINGTON MUTUAL, INC – {DOCUMENT} {TYPE}EX-4.6 {SEQUENCE}4 {FILENAME}a2029741zex-4_6.txt {DESCRIPTION}EXHIBIT 4.6 {TEXT} {PAGE} WASHINGTON MUTUAL, INC . SERIES H PREFERRED STOCK REMARKETING AGREEMENT [date] [Remarketing Agent Name & Address] Ladies and Gentlemen: Washington Mutual, Inc., a Washington corporation (the "Company"), _____________ Washington Mutual, Inc – DESCRIPTION}EXHIBIT 4.6 {TEXT} {PAGE} WASHINGTON MUTUAL, INC. SERIES H PREFERRED STOCK REMARKETING AGREEMENT [date] [Remarketing Agent Name & Address] Ladies and Gentlemen: Washington Mutual, Inc ., a Washington corporation (the "Company"), is issuing today 2,000,000 shares of its Series H Preferred Stock, liquidation preference of $50 _____________ Washington Mutual, Inc – agreement between the Company and the Remarketing Agent, please indicate your acceptance in the space provided for that purpose below. Very truly yours, Washington Mutual, Inc ., a Washington corporation, By: ________________________ Name: Title: Accepted: [remarketing agent] By: ________________________ Name: Title: 16 {/TEXT} {/DOCUMENT} _____________ dt 179251
$50	Preview Full Doc	2001	Remarketing Agreement Remarketing Agreement (86K) Doc #1355076: Click preview link for longer preview. WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT April 30, 2001 Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Ladies and Gentlemen: Washington Mutual, Inc., a Washington corporation (the "Company"), issued, pursuant to the Unit Agreement (the "Unit Agreement"), dated as of April 30, 2001, among the Company, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New . . . 1355076	Washington Mutual Capital Trust 2001 Washington Mutual Capital Trust 2001 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Remarketing Agreement: Bank of New York, – pursuant to the Unit Agreement (the "Unit Agreement"), dated as of April 30, 2001, among the Company, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank of New York, as Unit Agent (the "Unit Agent"), $1,000,000,000 Trust Preferred _____________ Bank of New York, – dated as of April 30, 2001, among the Company, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank of New York, as Unit Agent (the "Unit Agent"), $1,000,000,000 Trust Preferred Income Equity Redeemable Securities (the "Units") on April _____________ Bank of New York, – Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank of New York, as Unit Agent (the "Unit Agent"), $1,000,000,000 Trust Preferred Income Equity Redeemable Securities (the "Units") on April 30, 2001. Each Unit consists of: (i) a preferred _____________ Bank of New York, – Amended and Restated Declaration of Trust, dated as of April 30, 2001 (the "Declaration"), among the Company, in its capacity as Sponsor, the initial Administrative Trustees (the "Administrative Trustees"), The Bank of New York, as Property Trustee (the "Property Trustee"), and The Bank of New York (Delaware), as Delaware Trustee (the "Delaware Trustee"), and guaranteed (the "Guarantee"; together with the Preferred Securities, the " _____________ Bank of New York – the "Declaration"), among the Company, in its capacity as Sponsor, the initial Administrative Trustees (the "Administrative Trustees"), The Bank of New York, as Property Trustee (the "Property Trustee"), and The Bank of New York (Delaware), as Delaware Trustee (the "Delaware Trustee"), and guaranteed (the "Guarantee"; together with the Preferred Securities, the "Securities") by the Company, as Guarantor, to the extent set forth in _____________ dt 1726189 ;	WAMU Washington Mutual Inc. ( S&Ls/Savings Banks ) As referenced in this Remarketing Agreement: WASHINGTON MUTUAL, INC – Prepared by MERRILL CORPORATION EX-4.12 13 a2050803zex-4_12.htm EXHIBIT 4.12 QuickLinks -- Click here to rapidly navigate through this document Exhibit 4.12 WASHINGTON MUTUAL, INC . WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT April 30, 2001 Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Ladies and Gentlemen: Washington Mutual, Inc., a _____________ Washington Mutual, Inc – 4.12 WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT April 30, 2001 Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Ladies and Gentlemen: Washington Mutual, Inc ., a Washington corporation (the "Company"), issued, pursuant to the Unit Agreement (the "Unit Agreement"), dated as of April 30, 2001, among the Company, Washington Mutual Capital Trust 2001, a _____________ Washington Mutual, Inc – with the Preferred Securities, the "Securities") by the Company, as Guarantor, to the extent set forth in the Guarantee Agreement, dated as of April 30, 2001 (the "Guarantee Agreement"), between Washington Mutual, Inc ., as guarantor (the "Guarantor") and The Bank of New York, as Guarantee Trustee (the "Guarantee Trustee"); and (ii) a warrant to purchase .8054 shares (subject to anti-dilution adjustments) _____________ WASHINGTON MUTUAL, INC – foregoing correctly sets forth the agreement among the Company, the Trust and the Remarketing Agent, please indicate your acceptance in the space provided for that purpose below. Very truly yours, WASHINGTON MUTUAL, INC . By: /s/ Fay L. Chapman Name: Fay L. Chapman Title: Senior Executive Vice President Very truly yours, WASHINGTON MUTUAL CAPITAL TRUST 2001 By: /s/ Fay L. Chapman Name: Fay _____________ WASHINGTON MUTUAL, INC – TRUST 2001 By: /s/ Fay L. Chapman Name: Fay L. Chapman Title: Senior Executive Vice President LEHMAN BROTHERS INC. By: signature not legible Authorized Representative 22 QuickLinks Exhibit 4.12 WASHINGTON MUTUAL, INC . WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT _____________ dt 1716397