**Exhibit 4(a)**

 

**CONFORMED COPY**

 

**MAYTAG CORPORATION**

**FIRST AMENDMENT TO CREDIT AGREEMENT**

 

This First Amendment to Credit Agreement (herein, the *“Amendment”*) is entered into as of June 25, 2004,among Maytag Corporation (the *“Borrower”*), the Lenders party hereto and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Administrative Agent for the Lenders (the*“Administrative Agent”*). 

 

**PRELIMINARY STATEMENTS**

 

A. The Borrower, the Lenders, and the Administrative Agent are parties to a Credit Agreement dated as of March 5, 2004 (the *“Credit Agreement”*). All capitalized terms used herein without definition shall have the samemeanings herein as such terms have in the Credit Agreement. 

 

B.The Borrower has requested that the Lenders amend the Credit Agreement to allow the Borrower to add back certain cash and non-cash restructuring charges to Consolidated EBIT, as defined therein, and the Lenders are willing to do so, all on the termsand conditions herein set forth. 

 

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

 

SECTION 1. AMENDMENT. 

 

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be andhereby is amended as follows: 

 

1.1 The definition of“Consolidated EBIT” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

 

“Consolidated EBIT” means, with reference to any fiscal period, determined on a consolidated basis for the Borrower and itsConsolidated Subsidiaries in accordance with GAAP, (i) Operating Income for such period, *plus* (ii) for any fiscal quarter during fiscal years 2003 and 2004, non-cash charges against Operating Income during such fiscal quarter relating toaccelerated depreciation in connection with the Galesburg, Illinois plant closing, *provided* that the aggregate amount of addbacks permitted pursuant to this clause (ii) shall not exceed $29,532,000 for fiscal 2003 and $30,000,000 for fiscal2004, *plus* (iii) for any fiscal quarter during fiscal years 2004 and 2005, cash and non-cash charges against Operating Income during such fiscal quarter relating to a certain restructuring of the Borrower described in the Borrower’spress release dated June 4, 2004, *provided* that the aggregate amount of addbacks permitted pursuant to this clause (iii) shall not exceed $100,000,000 in the aggregate during fiscal years 

 

2004 and 2005, of which not more than $60,000,000 may be addbacks of cash charges. ****

 

SECTION 2. CONDITIONS PRECEDENT. 

 

The effectiveness of this Amendment is subject to the satisfaction of all ofthe following conditions precedent: 

 

2.1. TheBorrower and the Required Lenders shall have executed and delivered this Amendment. 

 

2.2. The Borrower shall have paid to the Administrative Agent for the account of each Lender which executes and delivers this Amendment onor prior to June 22, 2004 an amendment fee in the amount of 0.05% of such Lender’s Commitment (whether used or unused). 

 

2.3. The Borrower shall have paid to the Administrative Agent and its Affiliates any other fees or expenses required to be paid to them inconnection with this Amendment. 

 

SECTION 3. REPRESENTATIONS. 

 

In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Lenders that as of the date hereof the representations and warranties set forth in Article V of the Credit Agreement are and shallbe and remain true and correct and that no Default or Unmatured Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment. 

 

SECTION 4. MISCELLANEOUS. 

 

4.1. Except as specifically amended herein, the Credit Agreement shallcontinue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument or document executed in connection therewith, or in anycertificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 

 

4.2. The Borrowers agree to pay on demand all reasonable costs and expensesincurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel for the Administrative Agent. 

 

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4.3. This Amendment may be executed in any number of counterparts, and by the different parties ondifferent counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposesbe deemed to be an original. This Amendment shall be governed by the internal laws of the State of Illinois. 

 

[SIGNATURE PAGETO FOLLOW] 

 

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*“BORROWER”*

MAYTAG CORPORATION

By
 
/s/ Steven J. Klyn
  
Name
 
Steven J. Klyn
  
Title
 
Vice President and Treasurer

*“LENDERS”*

BANK ONE, NA, in its individual capacity as a Lender and as AdministrativeAgent

By
 
/s/ John H. Fiore
  
Name
 
John H. Fiore
  
Title
 
Director

HARRIS NESBITT FINANCING, INC.

By
 
/s/ Joseph W. Linder
  
Name
 
Joseph W. Linder
  
Title
 
Vice President

KEYBANK NATIONAL ASSOCIATION

By
 
/s/ David J. Wechter
  
Name
 
David J. Wechter
  
Title
 
Vice President

 

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ROYAL BANKOF CANADA

By
 
/s/ Scott Umbs
  
Name
 
Scott Umbs
  
Title
 
Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By
 
/s/ Yashuhiko Imai
  
Name
 
Yasuhiko Imai
  
Title
 
Senior Vice President
CITICORP USA, INC.
By
 
/s/ John W. Coons
  
Name
 
John W. Coons
  
Title
 
Director
U.S. BANK NATIONAL ASSOCIATION
By
 
/s/ Sandra J. Hartay
  
Name
 
Sandra J. Hartay
  
Title
 
Vice President
LEHMAN BROTHERS BANK, FSB
By
 
/s/ Gary T. Taylor
  
Name
 
Gary T. Taylor
  
Title
 
Vice President

 

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UFJ BANK LIMITED, New York BranchBy /s/ Harris Frommer  
Name
 
Harris Frommer
  
Title
 
Vice President

 
UNION BANKOF CALIFORNIABy /s/ Christine M. Davis  
Name
 
Christine M. Davis
  
Title
 
Vice President

 
MIZUHO CORPORATE BANK, LTD.By /s/ Raymond Ventura  
Name
 
Raymond Ventura
  
Title
 
Senior Vice President

 

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