AMENDMENT NO. 1 TO THE
Dated as of February 27, 2009
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Whirlpool Corporation, a Delaware corporation,
Whirlpool Europe B.V., a Netherlands corporation, Whirlpool Finance B.V., a Netherlands corporation (the “ Borrowers ”), the
banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “
Lenders ”) and Citibank, N.A., as administrative agent (the “ Agent ”) for the Lenders.
(1) The Borrowers, the Lenders and the Agent have entered into an Amended and Restated Long-Term Five-Year
Credit Agreement dated as of December 1, 2005 (the “ Credit Agreement ”). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement . The Credit Agreement is, effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) The definition of “ Alternate Base Rate ” in Section 1.01 is amended in full to read as follows:
“ Alternate Base Rate ” means, on any date and with respect to all Floating Rate Advances, a fluctuating rate of
interest per annum equal to the sum of (a) the higher of (i) the Federal Funds Effective Rate most recently determined
by the Administrative Agent plus 1 / 2 % per annum and (ii) the Prime Rate plus (b) the Alternate Base Rate Margin
for such day.
(b) The definition of “ Consolidated EBIT ” in Section 1.01 is amended by restating clause (c) thereof in full to read
“without duplication, identifiable and verifiable non-recurring cash restructuring charges in an amount not to exceed
$100,000,000 in any twelve month period, and non-cash, non-recurring pre-tax charges taken by Whirlpool during such