Exhibit 4.2
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE
INDENTURE AND THE TERMS OF THE SECURITIES, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR 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 DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO MAYTAG CORPORATION,
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
MAYTAG CORPORATION
7.875% PUBLIC INTEREST NOTES (PINES(R)) DUE 2031
CUSIP NO. 578592 206
NO. 1 ISIN NO. US5785922064
$250,000,000
Maytag Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called "Maytag", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Two Hundred Fifty Million Dollars ($250,000,000) on August 1,
2031, and to pay interest on said principal sum from August 8, 2001 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly in arrears on February 1, May 1, August 1 and November 1
in each year, commencing November 1, 2001 (each, an "Interest Payment Date") and
at Maturity, at the interest rate of 7.875% per annum, until the principal
hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more predecessor notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the close of business on
the 15th day of the month preceding the Interest Payment Date (each, a "Regular
Record Date"), next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more predecessor notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Any money that Maytag deposits with the Trustee or any Paying Agent for the
payment of principal or any interest on this Note that remains unclaimed for two
years after the date upon which the principal and interest are due and payable,
will be repaid to Maytag upon Maytag's request unless otherwise required by
mandatory provisions of any applicable unclaimed property law. After that time,
unless otherwise required by mandatory
provisions of any unclaimed property law, the Holder of this Note will be able
to seek any payment to which such Holder may be entitled to collect only from
Maytag.
If the Notes are issued in definitive form, payment of the principal and
interest on this Note due at Maturity or upon redemption will be made at
Maturity or upon redemption, as the case may be, upon presentation of this Note,
in immediately available funds, at the office of Bank One, National Association,
the Paying Agent and Registrar for the Notes, maintained for such purposes in
the Borough of Manhattan, The City of New York.
Payment of interest on this Note due on an Interest Payment Date, other
than interest at Maturity or upon redemption, may be paid by check mailed to the
address of the Holder entitled thereto as such address shall appear in the Note
register. Notwithstanding the foregoing, the Depositary, as Holder of the
Notes, is entitled to require the Paying Agent to make payments of interest,
other than interest due at Maturity or upon redemption, by wire transfer of
immediately available funds into an account maintained by the Holder in the
United States, by sending appropriate wire transfer instructions as long as the
Paying Agent receives the instructions not less than ten days prior to the
applicable Interest Payment Date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, MAYTAG CORPORATION has caused this instrument to be
signed in its corporate name, manually or by facsimile, by its duly authorized
officers and has caused its corporate seal to be imprinted hereon.
Dated: August 8, 2001 MAYTAG CORPORATION
By:
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Name:
Title:
Attest:
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Xxxxxxxx X. Xxxxxx
Secretary
Trustee's Certificate of Authentication
This Global Security is one of the series
designated herein referred to in the
within-mentioned Indenture.
BANK ONE, NATIONAL ASSOCIATION
By:
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Authorized Signatory
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[REVERSE OF NOTE]
This Note is one of a duly authorized issue of debt securities of Maytag of
the series specified on the face hereof, issued under and pursuant to an
Indenture, dated as of June 15, 1987, between Maytag and Bank One, National
Association, formerly known as The First National Bank of Chicago, as trustee
(the "Trustee," which term includes any successor Trustee under the Indenture),
to which indenture and all indentures supplemental thereto (collectively, the
"Indenture") reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, Maytag and the Holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered. The Notes will be issued
in fully registered form only and in denominations of $25 and integral multiples
thereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of Maytag
and the rights of the Holders of the Notes under the Indenture at any time by
Maytag and the Trustee with the consent of the Holders of a majority in
principal amount of the Notes at the time outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Notes at the time outstanding to waive compliance by Maytag with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of Maytag, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Registrar and Paying Agent
Maytag shall maintain in the Borough of Manhattan, The City of New York, an
office or agency where Notes may be surrendered for registration of transfer or
exchange ("Registrar") and an office or agency where Notes may be presented for
payment or for exchange ("Paying Agent"). Maytag has initially appointed the
Trustee, Bank One, National Association, as its Paying Agent. Maytag may vary
or terminate the appointment of its paying agent, and may appoint additional
paying agencies.
Optional Redemption by Maytag
The Notes will be redeemable, in whole or in part, at Maytag's option, at
any time, on or after August 8, 2006, on at least 30 days', but not more than 60
days', prior notice mailed to the registered address of each Holder of the
Notes. The redemption prices will be equal to 100% of the principal amount of
the Notes to be redeemed plus accrued and unpaid interest to the redemption
date. Maytag may at any time repurchase the Notes at any price in the open
market and may hold, resell or surrender such Notes to the Trustee for
cancellation.
Notes of Definitive Form
If (1) an Event of Default has occurred with regard to the Notes
represented by this Note and has not been cured or waived in accordance with the
Indenture, (2) the Depository is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by Maytag within 90 days,
or (3) Maytag in its sole discretion determines not to have the Notes
represented by one or more Global Notes, Maytag may issue notes in definitive
form in exchange for this Note. In either instance, an owner of a beneficial
interest in the Notes will be entitled to the physical delivery in definitive
form in exchange for this Note, equal in principal amount to such beneficial
interest and to have such Notes registered in its name.
Notes so issued in definitive form will be issued as registered notes in
denominations of $25 and integral multiples thereof, unless otherwise specified
by Maytag.
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Notes so issued in definitive form may be transferred by presentation for
registration to the Trustee at its Corporate Trust Office located in Chicago,
Illinois or in The Borough of Manhattan, The City of New York and must be duly
endorsed by the Holder or the Holder's attorney duly authorized in writing, or
accompanied by a written instrument or instruments of transfer in form
satisfactory to Maytag or the Trustee duly executed by the Holder or his
attorney duly authorized in writing.
Maytag may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any exchange or
registration of transfer of definitive Notes.
Default
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
Miscellaneous
For purposes of the Notes, a Business Day means 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.
No director, officer, employee or stockholder, as such, of Maytag shall
have any liability for any obligations of Maytag under this Note, the Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation. Each Holder by accepting this Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of this Note.
The Notes are the unsecured and unsubordinated obligations of Maytag and
will rank pari passu with all other evidences of indebtedness issued in
accordance with the Indenture.
Prior to due presentment of this Note for registration of transfer, Maytag,
the Trustee and any agent of Maytag or the Trustee may treat the Person in whose
name this Note is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither Maytag, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture unless otherwise defined in the
Eighth Supplemental Indenture, dated as of August 8, 2001, or herein, and all
references in the Indenture to "Security" or "Securities" will be deemed to
include the Notes.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of Illinois.
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