MAYTAG CORPORATION
Exhibit 4(k)
Third Amendment to Credit Agreement dated as of July 10, 1997 among
Registrant, the banks Party Hereto and Bank of Montreal, Chicago Branch as
Agent and Royal Bank of Canada as Co-Agent.
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement ("the Amendment") dated as of
June 10, 1997 by and among Maytag Corporation ("the Borrower"), the Banks listed
below, and Bank of Montreal as Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Co-Agent and the Agent have heretofore
executed and delivered a Credit Agreement dated as of July 28, 1995 (as amended
through the Second Amendment thereto dated as of July 1, 1996, the "Credit
Agreement"); and
WHEREAS, the Borrower, the Banks and the Agent desire to amend the Credit
Agreement to revise the definition of Consolidated Net Worth and to make certain
other changes as set forth herein;
NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, the Borrower, the Banks and the Agent hereby agree as
follows:
1. The definitions of "Consolidated Net Worth" and "Wholly-Owned"
contained in Section 5 of the Credit Agreement are hereby amended in their
entirety to read as follows:
"Consolidated Net Worth" means the aggregate amount of the
Borrower s and its Subsidiaries shareholders equity and minority
interests as determined from the consolidated balance sheet of the
Borrower and its Subsidiaries prepared in accordance with GAAP;
provided, however, that Consolidated Net Worth shall not be increased
or reduced on account of foreign currency translations.
"Wholly-Owned" when used in connection with any Subsidiary of the
Borrower means a Subsidiary of which all of the issued and outstanding
shares of stock (other than directors qualifying shares as required by
law) or other equity interests are owned by the Borrower and/or one or
more of its Wholly-Owned Subsidiaries.
2. Section 6.2 of the Credit Agreement is hereby amended in its entirety
to read as follows:
Section 6.2. "Subsidiaries." As of the date hereof, the only
Subsidiaries of the Borrower are designated in Exhibit B hereto; each
Subsidiary is duly organized and validly existing in good standing
under the laws of the jurisdiction in which it was incorporated or
organized, as the case may be, has full and adequate power to carry on
its business as now conducted, and is duly licensed or qualified and in
good standing in each jurisdiction in which the nature of the business
transacted by it or the nature of the Property owned or leased by it
makes such licensing or qualification necessary, except where the
failure to be so licensed or qualified and in good standing would not
have a material adverse effect on the financial condition or Property,
business or operations of the Borrower and the Consolidated
Subsidiaries taken as a whole. Exhibit B hereto, as from time to time
updated pursuant to Section 8.5(e), correctly sets forth, as to each
Subsidiary required to be listed thereon, whether or not it is a
Consolidated Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and
outstanding shares of each class of its capital stock or other equity
interests owned by the Borrower and the Subsidiaries and, if such
percentage is not 100% (excluding directors qualifying shares as
required by law or nominal ownership by other shareholders required by
local law for a non-U.S. Subsidiary), a description of each class of
its authorized capital stock and other equity interests and the number
of shares of each class issued and outstanding. All of the issued and
outstanding shares of capital stock and other equity interests of each
Subsidiary which are owned by the Borrower or a Subsidiary are validly
issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated in Exhibit B as owned by
the Borrower or a Subsidiary are owned, beneficially and of record, by
the Borrower or such Subsidiary, free of any Lien.
3. Section 8.1 of the Credit Agreement is hereby amended by deleting the
word "corporate" appearing in the second line thereof.
4. Section 8.8 of the Credit Agreement is hereby amended by (i) deleting
the "." appearing at the end thereof and inserting in its place ";and" and
(ii) inserting new subsection (d) immediately after subsection (c) as follows:
(d) except as permitted in subsection (c) hereof, will not
dissolve or liquidate any Consolidated Subsidiary unless all of the
assets (minus, in the case of a liquidation or dissolution of a
Consolidated Subsidiary that is not a Wholly-Owned Subsidiary, the
assets allocable to other Persons holding an interest in such
Consolidated Subsidiary) of such dissolved or liquidated Consolidated
Subsidiary are concurrently transferred to the Borrower or a
Wholly-Owned Subsidiary.
5. The Borrower represents and warrants to each Bank that (a) each of the
representations and warranties set forth in Section 6 of the Credit Agreement,
as amended hereby, is true and correct on and as of the date of this Amendment
(except that any such representation or warranty that expressly relates solely
to an earlier date need only be true and correct as of such date) as if made on
and as of the date of this Amendment and as if each reference therein to the
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Credit Agreement referred to the Credit Agreement as amended hereby, (b) no
Default or Event of Default has occurred and is continuing and (c) without
limiting the effect of the foregoing, the Borrower s execution, delivery and
performance of this Amendment has been duly authorized, and this Amendment has
been executed and delivered by a duly authorized officer of the Borrower.
6. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed shall be an original but all of which shall constitute one and the same
instrument. This Amendment shall become effective on the date hereof upon the
Agent's receipt of counterparts hereof executed by the Borrower and the Required
Banks. Except as specifically amended and modified hereby, all of the terms and
conditions of the Credit Agreement shall remain unchanged and in full force and
effect. No reference to this Amendment need be made in any document making
reference to the Credit Agreement, any such reference to the Credit Agreement
(including any such reference herein, unless the context otherwise requires) to
be deemed to be a reference to the Credit Agreement as amended hereby. All
capitalized terms used herein without definition shall have the same meanings
herein as they have in the Credit Agreement. This Amendment shall be construed
and governed by and in accordance with the laws of the State of Illinois.
Dated as of the date first above written.
MAYTAG CORPORATION
By s/s David Urbani
Name David Urbani
Title Vice President & Treasurer
BANK OF MONTREAL, CHICAGO BRANCH,
in its individual capacity as a Bank
and as Agent
By s/s Mary V. Roney
Name Mary V. Roney
Title Director
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ROYAL BANK OF CANADA, in its individual
capacity as a Bank and as Co-Agent
By s/s Molly Drennan
Name Molly Drennan
Title Senior Manager Corporate Banking
THE FIRST NATIONAL BANK OF CHICAGO
By s/s Jason D. White
Name Jason D. White
Title Corporate Banking Officier
THE FUJI BANK, LIMITED
By s/s Peter L. Chinnici
Name Peter L. Chinnici
Title Joint General Manager
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KEYBANK NATIONAL ASSOCIATION
By s/s Frank J. Jancar
Name Frank J. Jancar
Title Vice President
PNC BANK, NATIONAL ASSOCIATION
By s/s Gregory T. Gaschler
Name Gregory T. Gaschler
Title Vice President
THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH
By s/s John H. Kemper
Name John Kemper
Title Sr. Vice President
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By s/s S. Battinelli
Name Salvatore Battinelli
Title Vice President Credit Department
By s/s C. Ruhland
Name Catherine Ruhland
Title Vice President
MERCANTILE BANK OF ST. LOUIS, N.A.
By s/s Joseph L. Sooter, Jr.
Name Joseph L. Sooter, Jr
Title Vice President
FIRST AMERICAN NATIONAL BANK
By s/s Kathryn A. Brothers
Name Kathryn A. Brothers
Title Vice President
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INSTITUTO BANCARIO SAN PAOLO DI TORINO
SPA
By
Name
Title
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