Exhibit 4.1
MAYTAG CORPORATION
TO
THE FIRST NATIONAL BANK OF CHICAGO
TRUSTEE UNDER INDENTURE DATED AS OF JUNE 15, 1987
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 20, 1996
PROVIDING FOR ISSUANCE OF MEDIUM-TERM NOTES, SERIES B,
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
THIS THIRD SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") dated as
of the 20th day of August, 1996, 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 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"), 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 Medium-Term Notes,
Series B, due from 9 months to 30 years from Date of Issue (the "Medium Term
Notes"), the Medium Term Notes 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 Medium Term Notes, 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 THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Medium
Term Notes 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 the Supplemental
Indenture and the Medium Term Notes, the term "Business Day"
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shall mean, unless otherwise specified in the applicable Pricing Supplement, 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, and, with respect to Notes as to which
LIBOR (as defined in Exhibit B) is the applicable Interest Rate Basis (as
defined in Exhibit B), is also a London Business Day (as defined in Exhibit B).
Section 2. Designation and Terms of the Medium Term Notes. There is hereby
created by this Supplemental Indenture a series of Securities to be known and
designated as the "Medium-Term Notes, Series B, Due from 9 Months to 30 Years
from Date of Issue" of the Company. The Medium Term Notes shall be limited to
$150,000,000 in aggregate initial offering price.
Each Medium Term Note shall have the particular terms (which need not be
substantially identical to the terms of any other Medium Term Notes) established
in accordance with or as contemplated by this Section 2. Each fixed rate Medium
Term Note ("Fixed Rate Note") shall be in substantially the form attached as
Exhibit A hereto, and each floating rate Medium Term Note ("Floating Rate Note")
shall be in substantially the form attached as Exhibit B hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by the Original Indenture and this Supplemental
Indenture.
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Each of the Chairman of the Board, the Chief Financial Officer and the
Treasurer of the Company, or any of them individually (each an "Authorized
Officer"), may, at any time and from time to time, on behalf of the Company,
authorize the issuance of Medium Term Notes and in connection therewith
establish, or, if all of the Medium Term Notes of such series are not originally
issued at one time, to the extent deemed appropriate prescribe the manner of
determining within any limitations established by such Authorized Officer
(subject in either case to the limitations set forth in this Supplemental
Indenture and the Original Indenture), the following:
(1) the date or dates on which the principal of the Medium Term Notes
is payable;
(2) the rate or rates (or method by which determined) at which the
Medium Term Notes shall bear interest, if any, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Dates for the interest
payable on any Interest Payment Date;
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(3) the place or places where the principal of (and premium, if any)
and interest on Medium Term Notes shall be payable;
(4) the period or periods within which, the price or prices at which
and the terms and conditions upon which Medium Term Notes may be redeemed,
in whole or in part, at the option of the Company, pursuant to any sinking
fund or otherwise;
(5) the obligation, if any, of the Company to redeem or purchase
Medium Term Notes pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which Medium
Term Notes shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;
(6) if other than denominations of $1,000 and integral multiples of
$1,000 in excess thereof the denominations in which Medium Term Notes shall
be issuable;
(7) if other than the principal amount thereof, the portion of the
principal amount of Medium Term Notes which shall be payable upon
declaration of
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acceleration of the Maturity thereof pursuant to Section 502 of the
Original Indenture;
(8) additional Events of Default with respect to the Medium Term
Notes, if any, other than those set forth in the Original Indenture;
(9) whether the Medium Term Notes shall be issued in whole or in part
in the form of one or more Global Notes (as defined in Section 4 hereof)
and, in such case, the Depositary for such Global Note or Notes, which
Depositary must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and
(10) any other terms of the Medium Term Notes (which terms shall not
be inconsistent with the provisions of this Supplemental Indenture or the
Original Indenture).
In connection with the Medium Term Notes, the officers of the Company
specified in the Original Indenture may execute and deliver one or more
Officers' Certificates setting forth, or, if all of the Medium Term Notes are
not originally issued at one time, to the extent deemed appropriate describing
the manner of determining, the foregoing terms of the Medium Term Notes,
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established or prescribed, as the case may be, in accordance with the foregoing.
Each Medium Term Note will be dated and issued as of the date of its
authentication by the Trustee. Each Medium Term Note shall also bear an Original
Issue Date (as hereinafter defined) which, with respect to any Medium Term Note
(or any portion thereof), shall mean the date of its original issue, as
specified in such Medium Term Note (the "Original Issue Date"), and such
Original Issue Date shall remain the same if such Medium Term Note is
subsequently issued upon transfer, exchange, or substitution of such Medium Term
Note regardless of its date of authentication. Principal on any Medium Term Note
shall become due and payable from nine months to 30 years from the Original
Issue Date of such Medium Term Notes, as specified in such Medium Term Note.
The Places of Payment for the principal of and premium, if any, with
respect to Medium Term Notes shall be the City of Chicago, Illinois and The City
of New York. Interest, if any, on the Medium Term Notes will be paid by check,
draft or wire, as specified in the terms thereof. The Trustee shall be the
paying agent ("Paying Agent") for the Medium Term Notes.
Payments of principal of (and premium, if any) and interest on each Medium
Term Note will be made in Dollars. If specified in a particular Medium Term
Note, the amount of
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principal payable on such Medium Term Note will be determined by reference to an
index or formula described therein.
Unless otherwise indicated in the terms of a particular Medium Term Note,
the "Regular Record Date" with respect to any Floating Rate Note shall be the
date 15 calendar days prior to each Interest Payment Date, whether or not such
date shall be a Business Day, and the "Regular Record Date" with respect to any
Fixed Rate Note shall be the February 1 and August 1 next preceding the February
15 and August 15 Interest Payment Dates.
Unless otherwise indicated in the terms of a particular Medium Term Note
and except as provided below, the Interest Payment Dates for Floating Rate Notes
will be, in the case of Floating Rate Notes that reset daily, weekly or monthly,
the third Wednesday of each month or the third Wednesday of March, June,
September and December of each year, as specified on the face thereof; in the
case of Floating Rate Notes that reset quarterly, the third Wednesday of March,
June, September and December of each year, as specified on the face thereof; in
the case of Floating Rate Notes that reset semi-annually, the third Wednesday of
each of two months of each year, as specified on the face thereof; and in the
case of Floating Rate Notes that reset annually, the third Wednesday of one
month of each year, as specified on the face thereof, and in each case, at
Maturity.
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Notwithstanding the provisions of Section 303 of the Original Indenture, it
shall not be necessary to deliver the documents described therein at or prior to
the time of authentication of each Medium Term Note, if such documents are
delivered at or prior to the authentication upon original issuance of the first
Medium Term Note created by this Supplemental Indenture.
Section 3. Redemption of Medium Term Notes. Each Medium Term Note may be
redeemed by the Company in whole or in part if so provided pursuant to the terms
of such Medium Term Note issued by the Company. Notwithstanding the provisions
of Section 1103 of the Original Indenture, the Company may redeem any Medium
Term Note which by its terms is redeemable prior to Stated Maturity without also
redeeming any other Medium Term Note which is redeemable prior to Stated
Maturity. The selection of Medium Term Notes to be redeemed prior to Stated
Maturity shall be in the sole discretion of the Company.
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 Medium Term Notes issuable or issued in
whole or in part in the form of one or more Global Notes, the Person designated
as Depositary by the Company pursuant to Section 2 hereof, and if at any time
there is more than one such Person, "Depositary" as used with respect to the
Medium Term Notes shall
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mean the respective Depositary with respect to the particular Medium Term Notes;
and the term "Global Note" means a global certificate evidencing all or part of
the Medium Term Notes issued to the Depositary and registered in the name of
such Depositary or its nominee.
Notwithstanding Section 305 of the Original Indenture, except as otherwise
specified as contemplated by Section 2 hereof, any Global Note shall be
exchangeable for Medium Term Notes in certificated form only as provided in this
paragraph. A Global Note shall be exchangeable for Medium Term Notes in
certificated form pursuant to this Section if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Note and a successor depository 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, (y) the Company in its sole discretion determines not to have one
or more Medium Term Notes represented by one or more Global Notes or (z) an
Event of Default with respect to the Medium Term Notes 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 Medium
Term Notes in certificated form, bearing interest (if any) at the same rate or
pursuant to the same formula, having the same date of issuance, redemption
provisions, if any, Stated Maturity and other terms and of differing
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denominations aggregating a like amount. Such definitive Medium Term Notes
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 Medium Term Notes notifies the
Company that it is unwilling or unable to continue as Depositary for the Medium
Term Notes or if at any time the Depositary for the Medium Term Notes shall no
longer be eligible under this Section, the Company shall appoint a successor
Depositary with respect to the Medium Term Notes. If a successor Depositary for
the Medium Term Notes is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Medium Term Notes in certificated form, will
authenticate and deliver Medium Term Notes in certificated form in an aggregate
principal amount equal to the principal amount of the Global Note or Notes
representing such Medium Term Notes 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.
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Except as provided above, owners solely of beneficial interests in a Global Note
shall not be entitled to receive physical delivery of Medium Term Notes 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 Medium Term Notes issuable in denominations of $1,000 and
integral multiples of $1,000 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 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 the foregoing, nothing herein shall
prevent the Company, the Trustee or any
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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 any Medium Term
Note, 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 Medium Term Notes. In determining
whether the Holders of the requisite principal amount of the Outstanding Medium
Term Notes have given any request, demand, authorization, direction, notice,
consent or waiver under the Original Indenture, the principal amount of a Medium
Term Note shall be the Dollar amount, determined on the date of original
issuance of such Medium Term Note, of the initial offering price (or, in the
case of a Medium Term Note which is an Original Issue Discount Security, the
Dollar equivalent on the date of the original issuance of such Note of the
amount of principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.02 of the Original Indenture) of such Medium Term Note.
T E S T I M O N I U M
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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.
* * *
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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/ Gerald J. Pribanic
-------------------------------
Name: Gerald J. Pribanic
Title: Executive Vice President
and Chief Financial Officer
ATTEST:
/s/ E. H. Graham
----------------------------
(CORPORATE SEAL)
THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Richard D. Manella
--------------------------------
Name: Richard D. Manella
Title: Vice President
ATTEST:
/s/ J. T. Cahill
-----------------------------
(CORPORATE SEAL)
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STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On this 19th day of August, 1996, before me personally came Richard D.
Manella to me known, who, being by me duly sworn, did depose and say that he is
Vice President of The First National Bank of Chicago, 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/ Darla R. Coulson
----------------------------
Notary Public
My Commission expires:
5/17/98
-----------------------------
[Notary Seal]
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STATE OF IOWA )
) ss:
COUNTY OF JASPER )
On this 18th day of August, 1996 before me personally came Gerald J.
Pribanic, to me known, who being by me duly sworn, did depose and say that he is
Executive Vice President and Chief Financial Officer 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.
Susan St. Clair
-----------------------------
Notary Public
My Commission expires:
June 29, 1998
-----------------------------
[Notary Seal]
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