AAG HOLDING COMPANY, INC. (an Ohio corporation) GREAT AMERICAN FINANCIAL RESOURCES, INC. (a Delaware corporation) Senior Debentures PURCHASE AGREEMENTPurchase Agreement • January 21st, 2004 • Great American Financial Resources Inc • Insurance carriers, nec • New York
AAG Holding Company, Inc., an Ohio corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $75,000,000 aggregate principal amount of the Company’s 7.25% Senior Debentures due 2034 (the “Debentures”), and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the $11,250,000 principal amount of Debentures
