Exhibit 4.1
MAYTAG CORPORATION
TO
BANK ONE, NATIONAL ASSOCIATION
Trustee Under Indenture Dated as of June 15, 1987
Eighth Supplemental Indenture
Dated as of August 8, 2001
Providing for issuance of 7.875% Public Income NotES due 2031
THIS EIGHTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture")
dated as of the 8th day of August, 2001, between Maytag Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), having its principal office at Newton, Iowa, and Bank One,
National Association (f/k/a The First National Bank of Chicago), a national
banking association duly organized and existing under the laws of the United
States of America (the "Trustee"), under the Indenture dated as of June 15, 1987
between the Company and the Trustee (the "Original Indenture").
W I T N E S S E T H:
WHEREAS, the Original Indenture provides for the issuance from time to
time thereunder, in series, of debt securities of the Company to provide funds
for its corporate purposes; and
WHEREAS, the Company desires, by this Supplemental Indenture, to
create a series of Securities to be issuable under the Original Indenture and to
be known as the Company's 7.875% Public Income NotES due 2031 (the "PINES"), the
PINES to be limited in aggregate initial offering price as set forth herein and
the terms and provisions thereof to be as hereinafter set forth; and
WHEREAS, all things necessary to make the PINES, when executed by the
Company and authenticated and delivered by the Trustee and duly issued by the
Company, the valid obligations of the Company, and to make this Supplemental
Indenture a valid agreement of the Company, in accordance with their and its
terms, have been done.
NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the PINES
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of such Holders, as follows:
Section 1. Defined Terms. All terms used in this Supplemental
Indenture which are defined in the Original Indenture have the meanings assigned
to them in the Original Indenture, except that, for purposes of this
Supplemental Indenture and the PINES, the term "Business Day" shall mean any
Monday, Tuesday, Wednesday, Thursday or Friday that in The City of New York is
not a day on which banking institutions are authorized or required by law,
regulation or executive order to close.
Section 2. Designation and Terms of the PINES. There is hereby
created by this Supplemental Indenture a series of Securities to be known and
designated as the "7.875% Public Income NotES due 2031" of the Company. The
PINES shall be limited to $250,000,000 in
2
aggregate principal amount (except for PINES authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other PINES of
like tenor pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture).
Each of the PINES shall have the particular terms established in
accordance with or as contemplated by this Section 2. Each of the PINES shall
be in substantially the form attached as Exhibit A hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by the Original Indenture and this Supplemental Indenture.
The PINES shall have the following terms:
(1) the date on which the principal of the PINES is payable is August 1,
2031;
(2) the PINES shall bear interest at a rate of 7.875% per annum;
(3) interest shall accrue on the PINES from August 8, 2001 and such
interest shall be paid on February 1, May 1, August 1 and November 1 of each
calendar year (each, an "Interest Payment Date") commencing on November 1, 2001;
(4) the Regular Record Dates with respect to the PINES shall be the
fifteenth day of the month preceding each respective Interest Payment Date,
whether or not a Business Day;
(5) payments in respect of the PINES represented as Global Notes
(including principal and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the Holder of the Global Notes;
with respect to PINES in certificated form, the Company will make all payments
of principal and interest, by wire transfer of immediately available funds to
the accounts specified by the Holder thereof or by mailing a check to such
Holder's registered address;
3
(6) the PINES are redeemable by the Company prior to the Stated Maturity
of the principal thereof as set forth in Section 3;
(7) the PINES are not repayable at the option of any Holder thereof prior
to the Stated Maturity of the principal thereof and are not subject to a sinking
fund or analogous provision;
(8) the PINES shall be denominated in U.S. Dollars and payments of
principal and interest thereon shall be paid in U.S. Dollars;
(9) the PINES shall be issuable in denominations of $25 and integral
multiples thereof;
(10) the PINES may be defeased in accordance with the terms of Article
Thirteen of the Original Indenture;
(11) the Trustee shall be the initial Paying Agent for the PINES; and
(12) the other terms of the PINES shall be as set forth in the form of
PINES attached as Exhibit A hereto.
Section 3. Redemption of PINES. The PINES may be redeemed by the
Company, in whole or in part, at any time after August 8, 2006 at a redemption
price equal to 100% of the principal amount redeemed plus accrued and unpaid
interest to the Redemption Date. The provisions of Article Eleven of the
Original Indenture shall govern any redemption of the PINES pursuant to this
Section 3.
Section 4. Global Notes. For the purposes of this Section 4, the
term "Agent Member" means a member of, or participant in, a Depositary; the term
"Depositary" means, with respect to PINES issuable or issued in whole or in part
in the form of one or more Global Notes, the Depository Trust Company or any
successor depositary appointed by the Company pursuant
4
to this Section 4; and the term "Global Note" means a global certificate
evidencing all or part of the PINES issued to the Depositary and registered in
the name of such Depositary or its nominee.
Notwithstanding Section 305 of the Original Indenture, any Global Note
shall be exchangeable for PINES in certificated form only as provided in this
paragraph. A Global Note shall be exchangeable for PINES in certificated form
pursuant to this Section if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Note and a
successor depositary is not appointed by the Company within 90 days after the
Company receives such notice, or if the Depositary ceases to be a clearing
agency registered pursuant to the provisions of Section 17A of the Exchange Act,
(ii) the Company in its sole discretion determines not to have the PINES
represented by one or more Global Notes or (iii) an Event of Default with
respect to the PINES represented by such Global Note shall have occurred and be
continuing. Any Global Note that is exchangeable pursuant to the preceding
sentence shall be exchangeable for PINES in certificated form, bearing interest
at the same rate, having the same date of issuance, redemption provisions,
Stated Maturity and other terms and of differing denominations aggregating a
like amount. Such definitive PINES shall be registered in the names of the
owners of the beneficial interests in such Global Note as such names are from
time to time provided by the relevant participants in the Depositary holding
such Global Note (as such participants are identified from time to time by such
Depositary).
If at any time the Depositary for the PINES notifies the Company that
it is unwilling or unable to continue as Depositary for the PINES or if at any
time the Depositary for the PINES shall no longer be eligible under this
Section, the Company shall appoint a successor Depositary with respect to the
PINES. If a successor Depositary for the PINES is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of
5
such ineligibility, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of PINES in certificated form,
will authenticate and deliver PINES in certificated form in an aggregate
principal amount equal to the principal amount of the Global Note or Notes
representing such PINES in exchange for such Global Note or Notes.
No Global Note may be transferred except as a whole by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor. Except as provided above, owners solely of beneficial interests
in a Global Note shall not be entitled to receive physical delivery of PINES in
certificated form and will not be considered the Holders thereof for any purpose
under the Original Indenture or this Supplemental Indenture.
Any Global Note that is exchangeable pursuant to this Section 4 shall
be exchangeable for PINES issuable in denominations of $25 and integral
multiples of $25 in excess thereof and registered in such names as the
Depositary that is the Holder of such Global Note shall direct.
In the event that a Global Note is surrendered for redemption in part
pursuant to this Supplemental Indenture and the Original Indenture, the Company
shall execute, and the Trustee shall authenticate and deliver to the Depositary
for such Global Note, without service charge, a new Global Note in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Note so surrendered.
The Agent Members shall have no rights under the Original Indenture or
this Supplemental Indenture with respect to any Global Note held on their behalf
by a Depositary, and such Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner of such Global Note for
all purposes whatsoever. Notwithstanding
6
the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by a Depositary or impair,
as between a Depositary and its Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of the PINES,
including without limitation the granting of proxies or other authorization of
participants to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a Holder is entitled to give or
take under the Original Indenture.
Section 5. Determination of Outstanding PINES. In determining
whether the Holders of the requisite principal amount of the Outstanding PINES
have given any request, demand, authorization, direction, notice, consent or
waiver under the Original Indenture, the principal amount of PINES shall be the
Dollar amount, determined on the date of original issuance of such PINES, of the
initial offering price of such PINES.
Section 6. Miscellaneous.
(a) The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.
(b) All covenants and agreements in this Supplemental Indenture by
the Company shall bind its successors and assigns, whether or not so expressed.
(c) In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
(d) Nothing in this Supplemental Indenture, express or implied,
shall give to any Person, other than the parties thereto, any Paying Agent, any
Security Registrar and their
7
respective successors under the Original Indenture and the Holders of PINES, any
benefit or any legal or equitable right, remedy or claim under the Original
Indenture.
(e) This Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of Illinois applicable to agreements
made and instruments entered into and, in each case performed in said state.
(f) Except as amended or supplemented by this Supplemental
Indenture, the terms, conditions, covenants and agreements set forth in the
Original Indenture shall continue in full force and effect.
T E S T I M O N I U M
This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
* * *
8
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
MAYTAG CORPORATION
By: /s/ Steven J. Klyn
------------------
Name: Steven J. Klyn
Title: Vice President and Treasurer
ATTEST:
/s/ Patricia J. Martin
- ----------------------
(CORPORATE SEAL)
BANK ONE, NATIONAL ASSOCIATION
By: /s/ Mietka Collins
------------------
Name: Mietka Collins
Title: Account Representative
ATTEST:
/s/ Timothy D. Rampe
- --------------------
(CORPORATE SEAL)
9
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On this 8th day of August, 2001, before me personally came Mietka
Collins to me known, who, being by me duly sworn, did depose and say that such
person is Account Representative of Bank One, National Association, one of the
corporations described in and which executed the above instrument; that such
person knows the corporate seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was affixed by the authority of
the Board of Directors of said corporation; and that such person signed such
person's name thereto by like authority.
/s/ Christine K. Ubersox
------------------------
Notary Public
My Commission expires:
1/13/02
------------------------
[Notary Seal]
10
STATE OF IOWA )
) ss:
COUNTY OF JASPER )
On this 8th day of August, 2001, before me personally came Steven J.
Klyn, to me known, who being by me duly sworn, did depose and say that he is
Vice President and Treasurer of Maytag Corporation, one of the corporations
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
/s/ Carol Wells
---------------
Notary Public
My Commission expires:
January 12, 2002
----------------
[Notary Seal]
11