PURCHASE AGREEMENT
H. F. AHMANSON & COMPANY February 20, 1998
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
The undersigned agrees to purchase the following principal amount of the
Notes described in the Distribution Agreement dated April 4, 1995 (as it may be
supplemented or amended from time to time, the "Distribution Agreement"):
PRINCIPAL AMOUNT: $100,000,000
INTEREST RATE: 5.88%
STATED MATURITY: February 27, 2001
INTEREST PAYMENT DATES: Semi-annually on February 27 and August 27
of each year, commencing August 27, 1998
REGULAR RECORD DATES: The 15th day (whether or not a Business Day)
next preceding each Interest Payment Date
PRICE TO PUBLIC Varying prices related to prevailing market
prices at the time of sale.
DISCOUNT: .350% of Principal Amount
(Concession: .350% of Principal Amount,
Reallowance: 0% of Principal Amount)
AGGREGATE PRICE TO BE PAID TO
COMPANY (IN IMMEDIATELY AVAILABLE $99,650,000
FUNDS):
SETTLEMENT DATE: February 27, 1998
Terms defined in the Prospectus relating to the Notes and in the
Distribution Agreement shall have the same meaning when used herein.
Our obligation to purchase Notes hereunder is subject to the continued
accuracy of your representations and warranties contained in the Distribution
Agreement and to your performance and observance of all applicable covenants and
agreements contained therein, including, without limitation, your obligations
pursuant to Section 7 thereof. Our obligation hereunder is subject to the
further condition that we shall receive the certificate required to be delivered
pursuant to Section 5(f) of the Distribution Agreement, the written statement of
counsel for the Company required to be delivered pursuant to Section 5(e) of the
Distribution Agreement, and the accountant's letter required to be delivered
pursuant to Section 5(g) of the Distribution Agreement.
In further consideration of our agreement hereunder, you agree that
between the date hereof and the above Settlement Date, you will not, without our
prior consent, offer or sell, or enter into any agreement to sell, any debt
securities substantially similar to the Notes to be sold hereby, other than the
Notes which are to be sold hereby and commercial paper, securities sold under
agreements to repurchase and borrowings under bank lines of credit in the
ordinary course of business.
We may terminate this Agreement, immediately upon notice to you, at any
time prior to the Settlement Date, if prior thereto there shall have occurred:
(i) any change, or any development involving a prospective change, in or
affecting particularly the business or properties of the Company or its
subsidiaries which, in our judgment, materially impairs the investment quality
of the Notes; (ii) any downgrading in the rating of any debt securities or
preferred stock of the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act);
(iii) either Standard and Poor's Corporation or Xxxxx'x Investors Service, Inc.
shall have publicly announced that it has under surveillance or review, with
possible negative implications, its ratings of any of the Company's debt
securities or preferred stock; (iv) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of
any securities of the Company on any exchange or in the over-the-counter market;
(v) a general moratorium on commercial banking activities in New York or
California declared by either Federal or applicable state authorities; or
(vi) the outbreak or escalation of major hostilities involving the United States
or the declaration by the United States of a national emergency or war, if the
effect of any such event specified in Clauses (i) or (vi) in our judgment makes
it impracticable to proceed with the solicitation of offers to purchase Notes or
the purchase of Notes from the Company as principal pursuant to this Purchase
Agreement, as the case may be, or you are unable to provide the certificate
referred to in the second preceding paragraph. In the event of such
termination, no party shall have any liability to the other party hereto, except
as provided in Sections 4, 7 and 12 of the Distribution Agreement.
This Agreement shall be governed by and construed in accordance with the
laws of New York.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
/s/ Xxxxx X. Xxxxxxxx
By:
Xxxxx X. Xxxxxxxx
Authorized Signatory
ACCEPTED
H. F. AHMANSON & COMPANY
/s/ Xxxx X. Xxxx
By:
Xxxx X. Xxxx
First Vice President and Treasurer
