EXHIBIT 4.1
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MAYTAG CORPORATION
TO
THE FIRST NATIONAL BANK OF CHICAGO
Trustee Under Indenture Dated as of June 15, 1987
Fifth Supplemental Indenture
Dated as of June 3, 1999
Providing for Issuance of Medium-Term Notes, Series D,
Due from 9 Months to 30 Years from Date of Issue
THIS FIFTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") dated
as of the 3rd day of June, 1999, 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 D, 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 FIFTH 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
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Indenture which are defined in the Original Indenture have the meanings assigned
to them in the Original
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Indenture, except that, for purposes of the Supplemental Indenture and the
Medium Term Notes, the term "Business Day" shall mean, unless otherwise
specified in the applicable Pricing Supplement, any Monday, Tuesday, Wednesday,
Thursday or Friday (a "Weekday") 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; provided, however, that with respect to Medium Term
Medium Term Notes that are denominated or payable in a currency other than U.S.
dollars, such Weekday is also not a day on which commercial banks are authorized
or obligated by law, regulation or executive order to close in the Principal
Financial Center (as defined in Exhibit A) of the country issuing the Specified
Currency (as defined in Exhibit A) (or, if the Specified Currency is euro, such
Weekday is also a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open; provided, further, that
with respect to Medium Term No tes as to which LIBOR (as defined in Exhibit B)
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is the applicable Interest Rate Basis (as defined in Exhibit B), such Weekday is
also a London Business Day (as defined in Exhibit B).
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Section 2. Designation and Terms of the Medium Term Notes. There is
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hereby created by this Supplemental Indenture a series of Securities to be known
and designated as the "Medium-Term Notes, Series D, Due from 9 Months to 30
Years from Date of Issue" of the Company. The Medium Term Notes shall be
limited to $400,000,000 in aggregate initial offering price.
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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
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Rate Note") shall be in substantially the form attached as Exhibit B hereto, in
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each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Original Indenture and this
Supplemental Indenture.
Each of the Chairman of the Board, the President, 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 currency in which the Medium Term Notes will be
denominated;
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(2) the date or dates on which the principal of the Medium
Term Notes is payable;
(3) 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;
(4) the place or places where the principal of (and premium,
if any) and interest on Medium Term Notes shall be payable;
(5) 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;
(6) 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
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redeemed or purchased, in whole or in part, pursuant to such
obligation;
(7) 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;
(8) if other than the principal amount thereof, the portion of
the principal amount of Medium Term Notes which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to
Section 502 of the Original Indenture;
(9) additional Events of Default with respect to the Medium
Term Notes, if any, other than those set forth in the Original
Indenture;
(10) 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
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(11) 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,
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.
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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 or such other currency as shall be
specified in the particular Medium Term Note. If specified in a particular
Medium Term Note, the amount of 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,
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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.
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
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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
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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
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"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 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
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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
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,
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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. 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 (in the case of Dollar
denominated Medium Term Notes) or the denominations described in the Medium Term
Note (in the case of Medium Term Notes denominated in a foreign currency) and
registered in such names as the Depositary that is the Holder of such Global
Note shall direct.
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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 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.
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Section 5. Determination of Outstanding Medium Term Notes. In
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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 or other Specified Currency
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 or other Specified Currency
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
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
/s/ Xxxxxx X. Xxxxxxxx
By: ________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
ATTEST:
/s/ Xxxxxx X. Xxxxxx
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(CORPORATE SEAL)
THE FIRST NATIONAL BANK
OF CHICAGO
/s/ Xxxxxx Xxxxxx
By: ________________________
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
ATTEST:
/s/ Xxxxx Xxxxxx
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(CORPORATE SEAL)
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XXXXX XX XXXXXXXX )
) ss:
COUNTY OF XXXX )
On this 1st day of June, 1999, before me personally came Xxxxxx Xxxxxx
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 her name thereto by like
authority.
/s/ Xxxxx Xxxxxx
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Notary Public
My Commission expires:
1/20/02
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[Notary Seal]
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XXXXX XX XXXX )
) ss:
COUNTY OF JASPER )
On this 1st day of June, 1999 before me personally came Xxxxxx X.
Xxxxxxxx, 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.
/s/ Xxxxxxx X. Gasselink
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Notary Public
My Commission expires:
5/15/01
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[Notary Seal]
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