AMENDMENT No. 1 to the GUARANTEE AGREEMENTGuarantee Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
This Amendment No. 1, dated as of May 16, 2001 to the Guarantee Agreement dated as of April 30, 2001 (the "Initial Guarantee Agreement" and, as amended by this Amendment, the "Guarantee Agreement") between Washington Mutual, Inc., a Washington corporation (the "Company"), and The Bank of New York, as guarantee trustee (the "Guarantee Trustee"), relates to the issue and sale by the Company of 20,000,000 of its Trust Preferred Income Equity Redeemable Securities (PIERSSM) (the "Units") to Lehman Brothers Inc. (the "Initial Purchaser") and the grant by the Company to the Initial Purchaser of an option (the "Option") to purchase up to an additional 3,000,000 of the Units (the "Option Units") subject to the terms and conditions stated therein. This Amendment is entered into as of the date first written above.
RESALE REGISTRATION RIGHTS AGREEMENT between WASHINGTON MUTUAL INC. AND WASHINGTON MUTUAL CAPITAL TRUST 2001, AS ISSUERS and LEHMAN BROTHERS INC., AS INITIAL PURCHASER DATED AS OF APRIL 30, 2001Resale Registration Rights Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of April 30, 2001, among Washington Mutual Inc., a Washington corporation (the "Company"), Washington Mutual Capital Trust 2001, a statutory business trust formed under the Delaware Business Trust Act (the "Trust" and together with the Company, the "Issuers") and Lehman Brothers Inc. (the "Initial Purchaser").
WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 and THE BANK OF NEW YORK, as Warrant Agent THE BANK OF NEW YORK, as Property Trustee THE BANK OF NEW YORK, as Agent UNIT AGREEMENT Dated as of April 30, 2001Unit Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
UNIT AGREEMENT, dated as of April 30, 2001 among Washington Mutual, Inc., a Washington corporation ("Washington Mutual"), Washington Mutual Capital Trust 2001, a statutory Delaware business trust, The Bank of New York, as Property Trustee for the Trust, The Bank of New York, as Warrant Agent, and The Bank of New York, acting as unit agent for the Holders of the Securities from time to time (the "Agent").
WASHINGTON MUTUAL, INC. and THE BANK OF NEW YORK, Warrant Agent WARRANT AGREEMENT Dated as of April 30, 2001Warrant Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
THIS WARRANT AGREEMENT, dated as of April 30, 2001, between Washington Mutual, Inc., a Washington corporation (the "Company"), and The Bank of New York, a New York banking corporation, as warrant agent (the "Warrant Agent").
GUARANTEE AGREEMENT Between Washington Mutual, Inc., as Guarantor And The Bank of New York, as Guarantee Trustee Dated as of April 30, 2001Guarantee Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
This GUARANTEE AGREEMENT (the "Guarantee"), dated as of April 30, 2001, is executed and delivered by Washington Mutual, Inc., a Washington corporation (the "Guarantor"), and The Bank of New York, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of Washington Mutual Capital 2001, a Delaware statutory business trust (the "Issuer").
WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENTRemarketing Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
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 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:
1,000,000,000 Aggregate Principal Amount WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 Trust Preferred Income Equity Redeemable Securities ("PIERS") Units PURCHASE AGREEMENTPurchase Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust") and Washington Mutual, Inc., a Washington corporation (the "Company") propose, subject to the terms and conditions stated herein, to issue and sell 20,000,000 Trust Preferred Income Equity Redeemable Securities ("PIERS") units (the "Firm Units") pursuant to a Unit Agreement dated as of April 24, 2001 (the "Unit Agreement") among the Trust, the Company, The Bank of New York, as unit agent (in such capacity, the "Unit Agent"), The Bank of New York, as warrant agent (in such capacity, the "Warrant Agent") and The Bank of New York as property trustee (in such capacity, the "Property Trustee"). In addition, the Trust and the Company propose to grant to the Initial Purchaser an option (the "Option") to purchase up to an additional 3,000,000 Units (the "Optional Units" and, together with the Firm Units, the "Units").
AMENDMENT No. 1 to the WARRANT AGREEMENTWarrant Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
This Amendment No.1, dated as of May 16, 2001, to the Warrant Agreement dated as of April 30, 2001 (the "Initial Warrant Agreement" and, as amended by this Amendment, the "Warrant Agreement") between Washington Mutual, Inc., a Washington corporation (the "Company"), and The Bank of New York, as Warrant Agent (the "Warrant Agent"), relates to the issue and sale by the Company of 20,000,000 of its Trust Preferred Income Equity Redeemable Securities (PIERSSM) (the "Units") to Lehman Brothers Inc. (the "Initial Purchaser") and the grant by the Company to the Initial Purchaser of an option (the "Option") to purchase up to an additional 3,000,000 of the Units (the "Option Units") subject to the terms and conditions stated therein.
CALCULATION AGENCY AGREEMENT between Washington Mutual, Inc. and Reinsel & Company LLP, as Calculation Agent Dated as of April 30, 2001Calculation Agency Agreement • June 27th, 2001 • Washington Mutual Capital Trust 2001 • Savings institutions, not federally chartered • New York
CALCULATION AGENCY AGREEMENT, dated as of April 30, 2001, between Washington Mutual, Inc. (the "Company") and Reinsel & Company LLP, as Calculation Agent.
