MAYTAG CORPORATION
Exhibit 4(h)
Second Amendment to Credit Agreement dated as of July 1, 1996 among
Registrant, the banks Party Hereto and Bank of Montreal, Chicago Branch as
Agent and Royal Bank of Canada as Co-Agent.
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (the Amendment) dated as
of July 1, 1996 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 heretofore amended, the "Credit Agreement"); and
WHEREAS, the Borrower, the Banks and the Agent desire to amend the
Agreement to revise the leverage limitation in Section 8.6, extend the
Termination Date, and to provide for the possible elimination of a Bank's
Commitment;
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 definition of "Termination Date" in Section 5 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"Termination Date" means June 29, 2001.
2. Section 8.6 of the Credit Agreement is hereby amended by deleting
the number "0.55" at the end thereof and inserting in its place the number
"0.60".
3. The parties understand that Toronto Dominion Texas (Texas), Inc.
("TD Bank") desires to transfer its $25,000,000 Commitment to another
Person. Each Bank, the Borrower, and the Agent agree, however, that, if no
such transfer is made by September 1, 1996 and TD Bank notifies the Agent
between September 1 and September 30, 1996 that it desires its Commitment
to be terminated effective on a date no later than September 30, 1996 (the
"Withdrawal Date"), then, notwithstanding Section 2.6 or any other
provision of the Credit Agreement, on such Withdrawal Date TD Bank's
Commitment shall automatically terminate, the aggregate Commitments shall
reduce by the amount of such terminated Commitment of TD Bank without any
other Bank's Commitment being reduced, and the Borrower shall pay to TD
Bank all amounts owing to it under the Credit Agreement other than accrued
facility fees payable under Section 3.1 that are not then due, which shall
be forwarded by the Agent to TD Bank when paid.
4. 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
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if each reference therein to the 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.
5. 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 each Bank. 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 Xxxxx Xxxxxx
Name Xxxxx Xxxxxx
Title Vice President & Treasurer
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BANK OF MONTREAL, CHICAGO BRANCH, in its individual
capacity as a Bank and as Agent
By s/s Xxxx Xxxxxxx
Name Xxxx Xxxxxxx
Title Director
Royal Bank of Canada, in its individual
capacity as a Bank and as Co-Agent
By s/s Xxxxx Xxxxxxx
Name Xxxxx Xxxxxxx
Title Manager, Corporate Banking
NBD Bank
By s/s Xxxxxxx X. Xxxxxx
Name Xxxxxxx X. Xxxxxx
Title Senior Vice President
SOCIETY NATIONAL BANK
By s/s Xxxxx X. Xxxxxx
Name Xxxxx X. Xxxxxx
Title Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
By s/s Xxxxxxx X. Xxxxxx
Name Xxxxxxx X. Xxxxxx
Title Senior Vice President
THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH
By s/s X. Xxxxx
Name Xxxxxxxx Xxxxx
Title Joint General Manager
The Fuji Bank, Limited
By s/s Xxxxx X. Xxxxxxxx
Name Xxxxx X. Xxxxxxxx
Title Joint General Manager
PNC BANK, NATIONAL ASSOCIATION
By s/s Xxxxx X. Xxxxxx
Name Xxxxx X. Xxxxxx
Title Commercial Banking Officer
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TORONTO DOMINION (TEXAS), INC.
By s/s Xxxxx Xxxxxx
Name Xxxxx Xxxxxx
Title Vice President
Westdeutsche Landesbank Girozentrale, New
York Branch
By s/s X.X. Xxxxx
Name X.X. Xxxxx
Title Vice President
By s/s X. X. Xxxxxx
Name X.X. Xxxxxx
Title Associate
MERCANTILE BANK OF ST. LOUIS, N.A.
By s/s Xxxxxx X. Xxxxxx,Xx.
Name Xxxxxx X. Xxxxxx Xx.
Title Vice President
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