AMENDED AND RESTATED

EX-10.1 2 dex101.htm MATERIAL CONTACTS-AMENDED AND RESTATED LONG-TERM CREDIT AGREE. Material Contacts-Amended and Restated Long-Term Credit Agree.

EXHIBIT 10.1

EXECUTION COPY

LONG-TERM CREDIT AGREEMENT

dated as of May 28, 2004

among

WHIRLPOOL CORPORATION

WHIRLPOOL EUROPE B.V.

WHIRLPOOL FINANCE B.V.

CERTAIN FINANCIAL INSTITUTIONS

and

CITIBANK, N.A.,

as Administrative Agent and Fronting Agent

and

JPMORGAN CHASE BANK,

as Syndication Agent

ABN AMRO BANK N.V.

ING BANK N.V.

and

THE ROYAL BANK OF SCOTLAND PLC,

as Documentation Agents

CITIGROUP GLOBAL MARKETS INC.

and

J.P. MORGAN SECURITIES INC.,

Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		PAGE
ARTICLE 1 DEFINITIONS		1
Section 1.01.	Definitions	1
Section 1.02.	Accounting Terms and Determinations	19

ARTICLE 2 THE FACILITY		19
Section 2.01.	Description of Facility	19
Section 2.02.	Availability of Facility; Required Payments	20
Section 2.03.	Committed Advances	20
Section 2.04.	Letter of Credit Subfacility	23
Section 2.05.	Competitive Bid Advances	29
Section 2.06.	Fronted Advance Subfacility	33
Section 2.07.	Fees	35
Section 2.08.	General Facility Terms	36
Section 2.09.	Borrowing Subsidiaries; Additional Borrowing Subsidiaries	46
Section 2.10.	Regulation D Compensation	46

ARTICLE 3 CHANGE IN CIRCUMSTANCES		47
Section 3.01.	Taxes	47
Section 3.02.	Increased Costs	48
Section 3.03.	Changes in Capital Adequacy Regulations	49
Section 3.04.	Availability of Types and Currencies	50
Section 3.05.	Funding Indemnification	50
Section 3.06.	Mitigation of Additional Costs or Adverse Circumstances	50
Section 3.07.	Lender Statements; Survival of Indemnity	51

ARTICLE 4 GUARANTY		52
Section 4.01.	Guaranty	52
Section 4.02.	Waivers	52
Section 4.03.	Guaranty Absolute	52
Section 4.04.	Continuing Guaranty	53
Section 4.05.	Delay of Subrogation	53
Section 4.06.	Acceleration	54
Section 4.07.	Reinstatement	54

ARTICLE 5 CONDITIONS PRECEDENT		54
Section 5.01.	Effectiveness	54
Section 5.02.	Initial Advance to Each Additional Borrowing Subsidiary	56
Section 5.03.	Each Extension of Credit	57

ARTICLE 6 REPRESENTATIONS AND WARRANTIES		57
Section 6.01.	Existence and Standing	57
Section 6.02.	Authorization and Validity	57
Section 6.03.	No Conflict; Government Consent	58
Section 6.04.	Financial Statements	58


Section 6.05.	Material Adverse Change	58
Section 6.06.	Taxes	58
Section 6.07.	Litigation and Contingent Obligations	59
Section 6.08.	ERISA.	59
Section 6.09.	Accuracy of Information	59
Section 6.10.	Material Agreements	59
Section 6.11.	Compliance with Laws	59
Section 6.12.	Public Utility Holding Company Act	60
Section 6.13.	Investment Company Act	60
Section 6.14.	Environmental Matters	60
Section 6.15	Proper Legal Form	60
Section 6.16	Solvency	61
Section 6.17	Tax Shelter Regulations	61
Section 6.18	Representations of Dutch Borrowers	61

ARTICLE 7 COVENANTS		62
Section 7.01.	Financial Reporting	62
Section 7.02.	Use of Proceeds	63
Section 7.03.	Notice of Default	63
Section 7.04.	Existence	63
Section 7.05.	Taxes	64
Section 7.06.	Insurance	64
Section 7.07.	Compliance with Laws	64
Section 7.08.	Inspection	64
Section 7.09.	Consolidations, Mergers, Dissolution and Sale of Assets	65
Section 7.10.	Liens	65
Section 7.11.	Subsidiary Indebtedness	67
Section 7.12.	Leverage Ratio	67
Section 7.13.	Interest Coverage Ratio	67
Section 7.14.	Ownership of Borrowing Subsidiaries	68
Section 7.15.	Transactions with Affiliates	68
Section 7.16.	Limitation on Restricted Actions	68
Section 7.17.	Limitation on Negative Pledges	68
Section 7.18.	Material Contracts	69

ARTICLE 8 DEFAULTS		69
Section 8.01.	Representations and Warranties	69
Section 8.02.	Payment	69
Section 8.03.	Covenants	69
Section 8.04.	Other Obligations	70
Section 8.05.	Bankruptcy	70
Section 8.06.	Receivership, Etc.	71
Section 8.07.	Condemnation	71
Section 8.08.	Judgments	71
Section 8.09.	ERISA	71
Section 8.10.	Guaranty	71
Section 8.11.	Change of Control	72



ARTICLE 9 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES		72
Section 9.01.	Acceleration; Allocation of Payments after Acceleration	72
Section 9.02.	Judgment Currency	73
Section 9.03.	Amendments	74
Section 9.04.	Preservation of Rights	75

ARTICLE 10 GENERAL PROVISIONS		75
Section 10.01.	Survival of Representations	75
Section 10.02.	Governmental Regulation	75
Section 10.03.	Headings	75
Section 10.04.	Entire Agreement	75
Section 10.05.	Several Obligations	76
Section 10.06.	Expenses; Indemnification	76
Section 10.07.	Severability of Provisions	76
Section 10.08.	Nonliability of Lenders	77
Section 10.09.	CHOICE OF LAW	77
Section 10.10.	CONSENT TO JURISDICTION	77
Section 10.11.	WAIVER OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES	78
Section 10.12.	Binding Effect; Termination	79
Section 10.13.	Confidentiality	79

ARTICLE 11 THE AGENTS		80
Section 11.01.	Appointment	80
Section 11.02.	Powers	80
Section 11.03.	General Immunity	80
Section 11.04.	No Responsibility for Loans, Recitals, etc.	81
Section 11.05.	Action on Instructions of Lenders	81
Section 11.06.	Employment of Agents and Counsel	81
Section 11.07.	Reliance on Documents; Counsel	82
Section 11.08.	Reimbursement and Indemnification	82
Section 11.09.	Rights as a Lender	82
Section 11.10.	Lender Credit Decision	83
Section 11.11.	Successor Administrative Agent/Fronting Agent	83

ARTICLE 12 SETOFF; RATABLE PAYMENTS		84
Section 12.01.	Setoff	84
Section 12.02.	Ratable Payments	84

ARTICLE 13 BENEFIT OF AGREEMENT; PARTICIPATIONS; ASSIGNMENTS		85
Section 13.01.	Successors and Assigns	85
Section 13.02.	Participations	85
Section 13.03.	Assignments	86
Section 13.04.	Dissemination of Information	87
Section 13.05.	Tax Treatment	87
Section 13.06.	SPC’s	87

iii



ARTICLE 14 NOTICES		88
Section 14.01.	Giving Notice	88
Section 14.02.	Change of Address	88

ARTICLE 15 COUNTERPARTS		89


EXHIBITS
Exhibit A	–	Committed Note
Exhibit B	–	Competitive Bid Quote Request
Exhibit C	–	Invitation For Competitive Bid Quotes
Exhibit D	–	Competitive Bid Quote
Exhibit E	–	Assumption Agreement
Exhibit F	–	Assignment Agreement
Exhibit G	–	Compliance Certificate
Exhibit H	–	Committed Borrowing Notice
Exhibit I	–	Dollar Continuation/Conversion Notice
Exhibit J	–	Non-Dollar Continuation/Conversion Notice
Exhibit K	–	Fronted Borrowing Notice
Exhibit L	–	Competitive Borrowing Notice

SCHEDULES
Schedule I	–	Commitments
Schedule II	–	Eurocurrency Payment Offices of the Administrative Agent
Schedule III	–	MLA Cost
Schedule IV	–	Pricing Schedule
Schedule V	–	Notices

AMENDED AND RESTATED LONG-TERM CREDIT AGREEMENT

This Credit Agreement, dated as of May 28, 2004, is among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation, Whirlpool Finance B.V., a Netherlands corporation, the other Borrowers from time to time party hereto, the Lenders from time to time party hereto, Citibank, N.A., as Administrative Agent for such Lenders, Citibank, N.A., as Fronting Agent, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents.

W I T N E S S E T H:

WHEREAS, Whirlpool, certain other borrowers, Bank of America, N.A., individually and as Administrative Agent, and certain lenders named therein entered into that certain Long-Term Credit Agreement, dated as of June 1, 2001 (the “Existing Long-Term Credit Facility”), and Whirlpool, certain other borrowers, Bank of America, N.A., individually and as Administrative Agent, and certain lenders named therein entered into that certain 364-Day Credit Agreement, dated as of May 31, 2002 (the “Existing 364-Day Credit Agreement”); and

WHEREAS, pursuant to the terms of this Credit Agreement, on the Closing Date: (i) the Existing Long-Term Credit Agreement shall be amended and restated as hereafter set forth, (ii) all obligations outstanding under the Existing 364-Day Credit Agreement shall be paid in full and the commitments thereunder terminated and (iii) the lenders parties to the Existing Long-Term Credit Agreement that are not parties to this Credit Agreement shall be released from their commitments and other obligations under the Existing Long-Term Credit Agreement and shall, contemporaneously with the initial borrowing hereunder, be repaid in full all amounts owed to them under the Existing Long-Term Credit Agreement.

NOW, THEREFORE, in consideration of the undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions.

As used in this Credit Agreement:

“Absolute Rate” means, with respect to a Loan made by a given Lender for the relevant Absolute Rate Interest Period, the rate of interest per annum offered by such Lender and accepted by the applicable Borrower pursuant to Section 2.05(f).

“Absolute Rate Advance” means a borrowing hereunder consisting of the aggregate amount of the several Absolute Rate Loans made by some or all of the Lenders to the applicable Borrower at the same time and for the same Absolute Rate Interest Period.

“Absolute Rate Auction” means a solicitation of Competitive Bid Quotes setting forth Absolute Rates pursuant to Section 2.05.

“Absolute Rate Interest Period” means, with respect to an Absolute Rate Advance or an Absolute Rate Loan, a period of not less than seven days commencing on a Business Day selected by the applicable Borrower pursuant to this Credit Agreement, but in no event extending beyond the scheduled Termination Date. If such Absolute Rate Interest Period would end on a day which is not a Business Day, such Absolute Rate Interest Period shall, subject to the preceding sentence, end on the next succeeding Business Day.

“Absolute Rate Loan” means a Loan which bears interest at an Absolute Rate.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Credit Agreement, by which any Borrower or any Subsidiary of a Borrower (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or in a series of transactions) at least 25% (in number of votes) of the equity securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency).

“Additional Borrowing Subsidiary” means any Subsidiary of Whirlpool duly designated by Whirlpool pursuant to Section 2.09 to request Advances hereunder, which Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02.

“Administrative Agent” means Citibank in its capacity as agent for the Lenders pursuant to Article 11, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article 11.

“Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made by some or all of the Lenders to a Borrower of the same Type (or on the same interest basis in the case of Competitive Bid Advances) and, in the case of Fixed Rate Advances, for the same Interest Period and includes each of a Committed Advance and a Competitive Bid Advance and a Fronted Advance.

“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlled” and “controlling” have meanings correlative to the foregoing.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders hereunder (which, as of the date of this Credit Agreement, is $1,200,000,000), as reduced from time to time pursuant to the terms hereof.

“Aggregate Fronting Sublimit” means the aggregate of the Fronting Commitments of all the Fronting Lenders hereunder (which, as of the date of this Credit Agreement, is $200,000,000), as reduced from time to time pursuant to the terms hereof.

“Agreed Currency” means, subject to Section 3.04, (i) Dollars, (ii) euros, (iii) Sterling and (iv) any other currency (A) which is freely transferable and convertible into Dollars, (B) in which deposits are customarily offered to banks in the London interbank market, (C) which a Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and (D) which is acceptable to each Lender; provided that, for purposes of clause (iv) above, the Administrative Agent shall promptly notify each Lender of each such request and unless each Lender shall have agreed to each such request within five Business Days from the date of such notification by the Administrative Agent to such Lender, such Lender shall be deemed to have disagreed with such request.

“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 higher of (i) the Federal Funds Effective Rate most recently determined by the Administrative Agent plus ½% per annum and (ii) the Prime Rate.

“Article” means an article of this Credit Agreement unless another document is specifically referenced.

“Assumption Agreement” means an agreement of a Subsidiary of Whirlpool addressed to the Lenders in substantially the form of Exhibit “E” hereto pursuant to which such Subsidiary agrees to become a “Borrower” and be bound by the terms and conditions of this Credit Agreement.

“Authorized Officer” means (i) the Chairman of the Board of Whirlpool, (ii) the Executive Vice President and Chief Financial Officer of Whirlpool, (iii) the Vice President and Treasurer of Whirlpool and (iv) any other officer of Whirlpool authorized by resolution of the Board of Directors of Whirlpool to execute and deliver on behalf of Whirlpool this Credit Agreement or any other Loan Document.

“Authorized Representative” means any Authorized Officer and any other officer, employee or agent of a Borrower designated from time to time as an Authorized Representative in a written notice from any Authorized Officer to the Administrative Agent.

“Bankruptcy Code” means Title 11, United States Code, Sections 1 et seq., as the same may have been and may hereafter be amended from time to time, and any successor thereto or replacement therefor which may be hereafter enacted.

“Borrower” means, individually, Whirlpool or any Borrowing Subsidiary, and “Borrowers” means collectively, Whirlpool and each Borrowing Subsidiary.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Subsidiary” means, individually, Whirlpool Europe, Whirlpool Finance or any Additional Borrowing Subsidiary, and “Borrowing Subsidiaries” means, collectively, Whirlpool Europe, Whirlpool Finance and each Additional Borrowing Subsidiary.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurocurrency Committed Advances or Eurocurrency Bid Rate Advances and to any conversion of another Type of Advance into a Eurocurrency Committed Advance, a day other than Saturday or Sunday on which banks are open for business in New York City, on which dealings in Dollars are carried on in the London interbank market and, where funds are to be paid or made available in a currency other than Dollars, on which commercial banks are open for domestic and international business (including dealings in deposits in such currency) in both London and the place where such funds are to be paid or made available, (ii) with respect to any borrowing, payment or rate selection of Fronted Advances, a day other than Saturday or Sunday on which banks are open for business in London and (a) where funds are to be paid or made available in an Agreed Currency other than euros, a day on which commercial banks are open for domestic and international business (including dealings in deposits in such Agreed Currency) in the principal financial center of the country of such Agreed Currency and (b) where funds are to be paid or made available in euros, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system is open for business and (iii) for all other purposes, a day other than Saturday or Sunday on which banks are open for business in New York City.

“Capitalized Lease” means any lease in which the obligation for rentals with respect thereto is required to be capitalized on a balance sheet of the lessee in accordance with generally accepted accounting principles.

“Citibank” means Citibank, N.A. and its successors.

“Closing Date” is defined in Section 5.01.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means, (i) for each Lender, the obligation of such Lender (a) to make Loans to the Borrowers, (b) to purchase Participation Interests in Letters of Credit in accordance with Section 2.04(c), or (c) to purchase Participation Interests in Fronted Advances in accordance with Section 2.06(f), in each case not exceeding the amount set

forth on Schedule I hereto or as set forth in an applicable Assignment Agreement in the form of Exhibit “F” hereto received by the Administrative Agent under the terms of Section 13.03, as such amount may be modified from time to time pursuant to the terms of this Credit Agreement and (ii) with respect to the Issuing Lender, the LOC Commitment.

“Committed Advance” means a borrowing hereunder consisting of the aggregate amount of the several Committed Loans made by the Lenders to the applicable Borrower at the same time, of the same Type and, in the case of Fixed Rate Advances, for the same Interest Period.

“Committed Borrowing Notice” is defined in Section 2.03(e).

“Committed Loan” means a Loan made by a Lender pursuant to Section 2.03.

“Competitive Bid Advance” means a borrowing hereunder consisting of the aggregate amount of the several Competitive Bid Loans made by some or all of the Lenders to the applicable Borrower at the same time, at the same interest basis, and for the same Interest Period.

“Competitive Bid Borrowing Notice” is defined in Section 2.05(f).

“Competitive Bid Loan” means a Eurocurrency Bid Rate Loan or an Absolute Rate Loan, as the case may be.

“Competitive Bid Margin” means the margin above or below the applicable Eurocurrency Base Rate offered for a Eurocurrency Bid Rate Loan, expressed as a percentage to be added or subtracted from such Eurocurrency Base Rate.

“Competitive Bid Quote” means a Competitive Bid Quote substantially in the form of Exhibit “D” hereto completed and delivered by a Lender to the Administrative Agent in accordance with Section 2.05(d).

“Competitive Bid Quote Request” means a Competitive Bid Quote Request substantially in the form of Exhibit “B” hereto completed and delivered by a Borrower to the Administrative Agent in accordance with Section 2.05(b).

“Consolidated EBIT” means, for any period, the consolidated net income of Whirlpool and its Consolidated Subsidiaries for such period (as determined in accordance with generally accepted accounting principles) plus (i) an amount, which in the determination of such net income has been deducted for (a) Consolidated Interest Expense for such period, (b) taxes in respect of, or measured by, income or excess profits of Whirlpool and its Consolidated Subsidiaries for such period and (c) without duplication, identifiable and verifiable non-cash, non-recurring pre-tax charges taken by Whirlpool during such period plus (or minus) (ii) to the extent included in the determination of such net income (x) losses (or income) from discontinued operations for

such period and (y) losses (or gains) from the effects of accounting changes during such period.

“Consolidated EBITDA” means, for any period, the consolidated net income of Whirlpool and its Consolidated Subsidiaries for such period (as determined in accordance with generally accepted accounting principles) plus (i) an amount, which in the determination of such net income has been deducted for (a) Consolidated Interest Expense for such period, (b) taxes in respect of, or measured by, income or excess profits of Whirlpool and its Consolidated Subsidiaries for such period, (c) without duplication, identifiable and verifiable non-cash, non-recurring pre-tax charges taken by Whirlpool during such period and (d) depreciation and amortization expense for such period plus (or minus) (ii) to the extent included in the determination of such net income (x) losses (or income) from discontinued operations for such period and (y) losses (or gains) from the effects of accounting changes during such period.

“Consolidated Interest Expense” means, for any period, the consolidated interest expense of Whirlpool and its Consolidated Subsidiaries for such period (as determined in accordance with generally accepted accounting principles).

“Consolidated Subsidiary” means, at any date as of which the same is to be determined, any Subsidiary the accounts of which would be consolidated with those of Whirlpool in its consolidated financial statements if such statements were prepared as of such date in accordance with generally accepted accounting principles.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with Whirlpool or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Credit Agreement” means this Amended and Restated Long-Term Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time.

“Default” means an event described in Article 8.

“Documentation Agent” means any of ABN AMRO Bank N.V., ING Bank N.V. or The Royal Bank of Scotland plc, in each case, so long as it is a Lender under this Credit Agreement.

“Dollar Amount” of any currency at any date means (i) the amount of such currency if such currency is Dollars or (ii) the equivalent amount of Dollars if such currency is any currency other than Dollars, calculated at approximately 11:00 a.m. (London Time) as set forth on the applicable Telerate Screen on the date of determination; provided that if more than one rate is listed then the applicable conversion rate shall be the arithmetic average of such rates. If for any reason such conversion rates are not available, the Dollar Amount shall be calculated using the arithmetic average of

the spot buying rates for such currency in Dollars as quoted to the Administrative Agent or the Fronting Agent by three foreign exchange dealers of recognized standing in the United States selected by the Administrative Agent or the Fronting Agent at approximately 11:00 a.m. (London time) on any date of determination. The Dollar Amount of each Advance shall be established two Business Days prior to the first day of each Interest Period with respect thereto.

“Dollar Continuation/Conversion Notice” is defined in Section 2.03(f).

“Dollars” and “$” each mean lawful money of the United States of America.

“Dutch Banking Act” means the Credit System Supervision Act 1992 (Wet toezicht kredietwezen 1992).

“Dutch Borrower” means each Borrower that is incorporated or established in the Netherlands.

“Dutch Exemption Regulation” means the Exemption Regulation relating to the Credit System Supervision Act 1992 (Vrijstellingsregeling Wet toezicht kredietwezen 1992) dated 26 June 2002.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into the environment, including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“euro” means the common currency of participating members of the European Community.

“Eurocurrency Auction” means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Margins pursuant to Section 2.05.

“Eurocurrency Base Rate” means, (i) with respect to (a) a Eurocurrency Committed Advance or a Eurocurrency Committed Loan and (b) a Eurocurrency Bid Rate Advance or a Eurocurrency Bid Rate Loan, in each case denominated in a particular Agreed Currency (pursuant to Sections 2.01 and 2.05) for the relevant Eurocurrency Interest Period: (1) the rate per annum equal to the rate (determined by the

Administrative Agent in the case of a Eurocurrency Committed Advance or a Eurocurrency Committed Loan) to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in such Agreed Currency (for delivery on the first day of such Eurocurrency Interest Period) with a term equivalent to such Eurocurrency Interest Period, determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Eurocurrency Interest Period, or (2) if the rate referenced in the preceding clause (1) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate (determined by the Administrative Agent in the case of a Eurocurrency Committed Advance or a Eurocurrency Committed Loan) to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in such Agreed Currency (for delivery on the first day of such Eurocurrency Interest Period) with a term equivalent to such Eurocurrency Interest Period, determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Eurocurrency Interest Period, or (3) in the case of a Eurocurrency Committed Advance or a Eurocurrency Committed Loan, if the rates referenced in the preceding clauses (1) and (2) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in such Agreed Currency for delivery on the first day of such Eurocurrency Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted by Citibank and with a term equivalent to such Eurocurrency Interest Period would be offered by Citibank’s London Branch to major banks in the offshore Agreed Currency market at their request at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Eurocurrency Interest Period and (ii) with respect to a Fronted Advance or a Fronted Loan, the rate per annum determined by the Fronting Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in such Agreed Currency for delivery on the first day of such Eurocurrency Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted by Citibank and with a term equivalent to such Eurocurrency Interest Period would be offered by Citibank’s London Branch to major banks in the offshore Agreed Currency market at their request at approximately 11:00 A.M. (London time) on the first day of such Eurocurrency Interest Period. The Eurocurrency Base Rate shall be rounded upward to the next 1/100 of 1%.

“Eurocurrency Bid Rate” means, with respect to a Loan made by a given Lender for the relevant Eurocurrency Interest Period, the sum of (i) the Eurocurrency Base Rate and (ii) the Competitive Bid Margin offered by such Lender and accepted by the applicable Borrower pursuant to Section 2.05(f).

“Eurocurrency Bid Rate Advance” means a Competitive Bid Advance which bears interest at a Eurocurrency Bid Rate.

“Eurocurrency Bid Rate Loan” means a Competitive Bid Loan which bears interest at a Eurocurrency Bid Rate.

“Eurocurrency Committed Advance” means an Advance which bears interest at a Eurocurrency Rate requested by a Borrower pursuant to Section 2.03.

“Eurocurrency Committed Loan” means a Loan which bears interest at a Eurocurrency Rate requested by a Borrower pursuant to Section 2.03.

“Eurocurrency Interest Period” means, (i) with respect to a Eurocurrency Committed Advance, a Eurocurrency Committed Loan, a Eurocurrency Bid Rate Advance or a Eurocurrency Bid Rate Loan, a period of one, two, three or six months commencing on a Business Day selected by a Borrower pursuant to this Credit Agreement and (ii) with respect to a Fronted Advance or a Fronted Loan, a period of one to seven days commencing on a Business Day selected by Whirlpool or Whirlpool Finance, as applicable, pursuant to Section 2.06(e) this Credit Agreement. Except with respect to Fronted Advances and Fronted Loans, such Eurocurrency Interest Period shall end on (but exclude) the day which corresponds numerically to such date of commencement one, two, three or six months thereafter, but in no event later than the scheduled Termination Date; provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Eurocurrency Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. With respect to Fronted Advances and Fronted Loans, such Eurocurrency Interest Period shall end on a day that is the selected number of days from the beginning of such Eurocurrency Interest Period, but in no event later than the scheduled Termination Date. If a Eurocurrency Interest Period would otherwise end on a day which is not a Business Day, such Eurocurrency Interest Period shall end on the next succeeding Business Day; provided, however, except with respect to Fronted Advances and Fronted Loans, if said next succeeding Business Day falls in a new month, such Eurocurrency Interest Period shall end on the immediately preceding Business Day.

“Eurocurrency Loan” means a Eurocurrency Committed Loan, a Eurocurrency Bid Rate Loan or a Fronted Loan, as applicable.

“Eurocurrency Margin” means a rate per annum determined in accordance with the Pricing Schedule.

“Eurocurrency Payment Office” means (i) with respect to the Administrative Agent for each of the Agreed Currencies (a) the office, branch or affiliate of the Administrative Agent specified as its “Eurocurrency Payment Office” for such currency in Schedule II hereto or (b) such other office, branch, affiliate or correspondent bank of the Administrative Agent as it may from time to time specify to each Borrower and each Lender as its Eurocurrency Payment Office for such currency and (ii) with respect to the Fronting Agent for each of the Agreed Currencies (a) the office, branch or affiliate of the Fronting Agent specified as its “Eurocurrency Payment Office” for such currency in Schedule II hereto or (b) such other office, branch, affiliate or correspondent bank of the Fronting Agent as it may from time to time specify to each Borrower and each Lender as its Eurocurrency Payment Office for such currency.

“Eurocurrency Rate” means, (i) with respect to a Eurocurrency Committed Advance or a Eurocurrency Committed Loan for each day during the relevant Eurocurrency Interest Period, the sum of (a) the Eurocurrency Base Rate applicable to such Eurocurrency Interest Period plus (b) the Eurocurrency Margin for such day plus (c) the applicable MLA Cost and (ii) with respect to a Fronted Advance or a Fronted Loan for each day during the relevant Eurocurrency Interest Period, the sum of (a) the Eurocurrency Base Rate applicable to such Eurocurrency Interest Period plus (b) the Eurocurrency Margin for such day plus (c) the applicable MLA Cost.

“European Community” means the European countries that are signatories to the Treaty on European Union.

“European Economic Area member state” means Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden, United Kingdom, Iceland, Norway and Liechtenstein.

“Existing 364-Day Credit Agreement” is defined in the preamble to this Credit Agreement.

“Existing Long-Term Credit Agreement” is defined in the preamble to this Credit Agreement.

“Facility Fee Rate” means a rate per annum determined in accordance with the Pricing Schedule.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum (rounded upwards to the nearest 1/100%) equal for each day during such period to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York; or (ii) if such rate is not so published for any day which is a Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Citibank on such day on such transactions as determined by the Administrative Agent.

“Fixed Rate” means the Eurocurrency Rate, the Eurocurrency Bid Rate or the Absolute Rate.

“Fixed Rate Advance” means an Advance which bears interest at a Fixed Rate.

“Fixed Rate Loan” means a Loan which bears interest at a Fixed Rate.

“Floating Rate Advance” means an Advance which bears interest at the Alternate Base Rate.

“Floating Rate Loan” means a Loan which bears interest at the Alternate Base Rate.

“Foreign Borrower” is defined in Section 10.11(b).

“Foreign Subsidiary” means a Subsidiary of Whirlpool that is organized and domiciled (and the majority of whose assets are located) outside of the United States of America.

“Fronted Advance” means a borrowing hereunder consisting of the aggregate amount of the several Fronted Loans made by the Fronting Lenders to Whirlpool or Whirlpool Finance, as applicable, at the same time, of the same Type and for the same Interest Period.

“Fronted Loan” means a Loan made by a Lender pursuant to Section 2.06.

“Fronting Agent” means Citibank, N.A. in its capacity as fronting agent for the Lenders pursuant to Article 11, and not in its individual capacity as a Lender, and any successor Fronting Agent appointed pursuant to Article 11.

“Fronted Borrowing Notice” is defined in Section 2.06(e).

“Fronting Commitment” means, for each Fronting Lender, the obligation of such Lender to make Fronting Loans to Whirlpool and Whirlpool Finance not exceeding the amount set forth on Schedule I hereto or as set forth in an applicable Assignment Agreement in the form of Exhibit “F” hereto received by the Administrative Agent under the terms of Section 13.03, as such amount may be modified from time to time pursuant to the terms of this Credit Agreement.

“Fronting Lender” means each Lender that has a Fronting Commitment.

“Government Acts” is defined in Section 2.04(i)(i).

“Guaranteed Obligations” is defined in Section 4.01.

“Guaranty” of any Person means any agreement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon the obligation of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person or otherwise assures any creditor of such other Person against loss, and shall include, without limitation, the contingent liability of such Person under or in relation to any letter of credit (or similar instrument), but shall exclude endorsements for collection or deposit in the ordinary course of business.

“Indebtedness” means, without duplication, with respect to each Borrower and each Subsidiary of a Borrower, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of any of its Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from any Property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations under Capitalized Leases which would be shown as a liability on a balance sheet of such Person, (vi) net liabilities under any agreement, device or arrangement designed to protect at least one of the parties thereto from the fluctuation of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions (including any cancellation, buy back, reversal, termination or assignment thereof), and (vii) Indebtedness of another Person for which such Person is obligated pursuant to a Guaranty.

“Interest Coverage Ratio” means, as of any date of calculation thereof, the ratio of (i) Consolidated EBIT for the twelve month period ending on such date to (ii) Consolidated Interest Expense for the twelve month period ending on such date.

“Interest Period” means a Eurocurrency Interest Period or an Absolute Rate Interest Period.

“Invitation for Competitive Bid Quotes” means an Invitation for Competitive Bid Quotes substantially in the form of Exhibit ”C” hereto, completed and delivered by the Administrative Agent to the Lenders in accordance with Section 2.05(c).

“Issuing Lender” means Citibank or any other Lender approved by Whirlpool.

“Lenders” means the financial institutions listed on the signature pages of this Credit Agreement and their respective successors and assigns.

“Lending Installation” means any office, branch, subsidiary or affiliate of any Lender or the Administrative Agent or the Fronting Agent.

“Letter of Credit” means any letter of credit issued by the Issuing Lender for the account of the Borrower in accordance with Section 2.04.

“Leverage Ratio” means, as of any date of calculation thereof, the ratio of (i) consolidated Indebtedness of Whirlpool and its Consolidated Subsidiaries on such date to (ii) Consolidated EBITDA for the twelve month period ending on such date.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means, with respect to a Lender, such Lender’s portion, if any, of any Advance.

“Loan Documents” means this Credit Agreement, each Note, the LOC Documents and the Assumption Agreements.

“LOC Commitment” means the commitment of the Issuing Lender to issue Letters of Credit in an aggregate face amount at any time outstanding (together with the amounts of any unreimbursed drawings thereon) of up to the LOC Committed Amount.

“LOC Committed Amount” means $200,000,000, as it may be reduced from time to time pursuant to the terms hereof.

“LOC Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations. The term “LOC Documents” shall not include any underlying agreements between the account party and the beneficiary of a Letter of Credit.

“LOC Obligations” means, at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed by the applicable Borrower.

“Material Adverse Effect” means a material adverse effect on (i) the business, Property, condition (financial or otherwise) or results of operations of Whirlpool and its Subsidiaries taken as a whole, (ii) the ability of any Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

“Material Subsidiary” means a Subsidiary of Whirlpool that would constitute a “Significant Subsidiary” under and as defined in Regulation S-X promulgated by the Securities and Exchange Commission.

“MLA Cost” means an addition to the interest rate on any Loan made by any Lender to compensate such Lender for the cost imputed to the Lender resulting from the imposition from time to time under or pursuant to the Bank of England Act 1998 (the “Act”) and/or by the Bank of England and/or the Financial Services Authority (“FSA”) (or other United Kingdom governmental authorities or agencies) of a requirement to place non-interest bearing cash ratio deposits or special deposits (whether interest bearing or not) with the Bank of England and/or fees to the FSA calculated by reference to liabilities used to fund the Loans, expressed as a rate per annum and determined in accordance with Schedule III.

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which any Borrower or other member of the Controlled Group is a party and to which more than one employer is obligated to make contributions.

“Non-Dollar Continuation/Conversion Notice” is defined in Section 2.03(g).

“Non-Recourse Obligations” of a Person means Indebtedness of such Person (i) incurred to finance the acquisition of property which property is subject to a Lien securing such Indebtedness and generates rentals or other payments sufficient to pay the entire principal of and interest on such Indebtedness on or before the date or dates for payment thereof, (ii) which does not constitute a general obligation of such Person but is repayable solely out of the rentals or other sums payable with respect to the property subject to the Lien securing such Indebtedness and the proceeds from the sale of such property because the holder of such Indebtedness (hereinafter called the “Holder”) shall have agreed in writing at or prior to the time such Indebtedness is incurred that (A) such Person shall not have any personal liability whatsoever (other than for (I) rentals or other sums received by such Person which are subject to the Lien securing such Indebtedness, (II) any other rights assigned to the Holder, (III) the proceeds from any sale or other disposition of the property subject to the Lien securing such Indebtedness and (IV) breach by such Person of any customary representation or warranty (such as a warranty as to ownership of property or a warranty of quiet enjoyment)), either in its capacity as the owner of the property or in any other capacity, to the Holder for any amounts payable with respect to such Indebtedness and that such Indebtedness does not constitute a general obligation of such Person, (B) the Holder shall look for repayment of such Indebtedness and the payment of interest thereon and all other payments with respect to such Indebtedness solely to the rentals or other sums payable with respect to the property subject to the Lien securing such Indebtedness and the proceeds from the sale of such property, and (iii) to the extent the Holder may legally do so, the Holder waives any and all rights it may have to make the election provided under 11 U.S.C. 1111(b)(l)(A) or any other similar or successor provisions against such Person.

“Note” means a promissory note in substantially the form of Exhibit “A” hereto, with appropriate insertions, duly executed and delivered to the Administrative Agent by the applicable Borrower for the account of a Lender and payable to the order of such Lender, including any amendment, modification, renewal or replacement of such promissory note.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans and the Notes, all LOC Obligations, all accrued and unpaid fees, all obligations of Whirlpool under Article 4 and all other reimbursements, indemnities or other obligations of the Borrowers to any Lender (including the Issuing Lender), the Administrative Agent or the Fronting Agent arising under the Loan Documents.

“Off-Balance Sheet Obligations” means, with respect to each Borrower and each Subsidiary of a Borrower, (i) the principal portion of such Person’s obligations under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product and (ii) the aggregate amount of uncollected accounts receivable of such Person subject at such time to a sale of receivables (or similar transaction) regardless of whether such transaction is effected without recourse to such Person.

“Original Borrowers” is defined in Section 5.01.

“Participant” is defined in Section 13.02.

“Participation Interest” means a purchase by a Lender of a participation in Letters of Credit or LOC Obligations as provided in Section 2.04(c) or in Fronted Advances as provided in Section 2.06(f).

“Payment Date” means the last Business Day of each March, June, September and December.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Person” means any corporation, natural person, firm, joint venture, partnership, limited liability company, trust, unincorporated organization, enterprise, government or any department or agency of any government.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which a Borrower or any other member of the Controlled Group may have any liability.

“Pricing Schedule” means Schedule IV attached hereto.

“Prime Rate” means the per annum rate of interest established from time to time by Citibank as its “Base Rate.” Such rate is a rate set by Citibank based upon various factors including Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Professional Market Party” means the following Persons:

(i) banks, insurance companies, securities firms, investment institutions, savings institutions, pension funds, or subsidiaries of any of the foregoing, that are (a) supervised or licensed under Netherlands law or (b) established in a European Economic Area member state (other than the Netherlands), Monaco, Puerto Rico, Saudi Arabia, Turkey, South Korea, the

United States, Japan, Australia, Canada, Mexico, New Zealand or Switzerland, and are adequately supervised in their country of establishment;

(ii) investment institutions (or their subsidiaries), which offer their participations exclusively to professional market parties and are not required to be supervised or licensed under Netherlands law;

(iii) the Dutch Government (de Staat der Nederlanden), DNB, foreign central banks, foreign government bodies being part of central government, regional and local governments, international treaty organizations and supranational organizations;

(iv) institutions or enterprises having total assets of at least EUR 500,000,000 (or the equivalent thereof in another currency) according to the balance sheet as at the end of the financial year preceding the year during which the relevant transaction takes place; and

(v) institutions, enterprises, or natural persons having a net equity of at least EUR 10,000,000 (or the equivalent thereof in another currency) as at the end of the year preceding the year during which the relevant transaction takes place and who or which have been active on the financial markets on an average of twice a month over a period of at least two consecutive years preceding the relevant transaction.

“Property” of a Person means any and all property and assets, whether real, personal, tangible, intangible, or mixed, of such Person.

“Purchaser” is defined in Section 13.03.

“Purchasing Lender” is defined in Section 2.06(f).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect and shall include any successor or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System from time to time in effect and shall include any successor or other regulations or official interpretations of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stock applicable to member banks of the Federal Reserve System.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System from time to time in effect and shall include any successor or other regulations or official interpretations of said Board of Governors relating to the obtaining of credit for the purpose of purchasing or carrying margin stock from (among others) member banks of the Federal Reserve System.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event.

“Required Lenders” means Lenders in the aggregate having more than 50% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding more than 50% of the aggregate unpaid principal amount of the outstanding Advances (excluding Competitive Bid Advances if any Committed Advances are outstanding) and Participation Interests in LOC Obligations and Fronted Advances.

“Reserve Requirement” means, with respect to a Eurocurrency Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal, special, emergency and other reserves) which is imposed under Regulation D on “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Eurocurrency Committed Loans or Fronted Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of the Administrative Agent to United States residents). The Reserve Requirement shall be adjusted automatically on and as of the effective date of any change in the applicable reserve requirement for all Interest Periods beginning on or after such date.

“Section” means a numbered Section of this Credit Agreement, unless another document is specifically referenced.

“Single Employer Plan” means a Plan maintained by Whirlpool or any member of the Controlled Group for employees of Whirlpool or any member of the Controlled Group.

“Sterling” means the lawful money of the United Kingdom.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be, directly or indirectly, so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Whirlpool.

“Substantial Portion” means, with respect to the Property of Whirlpool and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of Whirlpool and its Subsidiaries as would be shown in the consolidated financial

statements of Whirlpool and its Subsidiaries as at the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 7.01 or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of Whirlpool and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

“Syndication Agent” means JPMorgan Chase Bank so long as it is a Lender under this Credit Agreement.

“Taxes” is defined in Section 3.01(a).

“Termination Date” means the earlier of (i) May 27, 2009 and (ii) the date on which the Commitments terminate pursuant to the terms of this Credit Agreement.

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“Type” means, with respect to any Loan or Advance, its nature as a Floating Rate Advance or Loan, Eurocurrency Committed Advance or Loan, Eurocurrency Bid Rate Advance or Loan or Absolute Rate Advance or Loan or Fronted Advance or Loan.

“Unfunded Vested Liabilities” means the amount (if any) by which the present value of all currently accrued, vested and nonforfeitable benefits under all Single Employer Plans exceeds the fair market value of all assets of such Plan allocable to such benefits, all determined on an ongoing Plan basis as set forth in the then most recent actuarial valuation for each such Plan.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Whirlpool” means Whirlpool Corporation, a Delaware corporation, and its successors and assigns.

“Whirlpool Europe” means Whirlpool Europe B.V., a Netherlands corporation, and its successors and assigns.

“Whirlpool Finance” means Whirlpool Finance B.V., a Netherlands corporation, and its successors and assigns.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

Section 1.02. Accounting Terms and Determinations.

Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with general accepted accounting principles in the United States of America. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.01 (or, prior to the delivery of the first financial statements pursuant to Section 7.01, consistent with the financial statements dated December 31, 2003); provided, however, if (a) Whirlpool shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in generally accepted accounting principles or the rules promulgated with respect thereto or (b) either the Administrative Agent or the Required Lenders shall so object in writing within 60 days after delivery of such financial statements (or after the Lenders have been informed of the change in generally accepted accounting principles affecting such financial statements, if later), then such calculations shall be made on a basis consistent with the most recent financial statements delivered by Whirlpool to the Lenders as to which no such objection shall have been made.

ARTICLE 2

THE FACILITY

Section 2.01. Description of Facility.

Upon the terms and subject to the conditions set forth in this Credit Agreement, the Lenders hereby grant to the Borrowers a revolving credit facility pursuant to which:

(i) each Lender severally agrees to make Committed Loans in Agreed Currencies to each of the Borrowers in accordance with Section 2.03;

(ii) the Issuing Lender agrees to issue Letters of Credit in Agreed Currencies for the account of each of the Borrowers in accordance with Section 2.04; and

(iii) the Fronting Lenders agree to make Fronted Loans in Agreed Currencies for the account of Whirlpool and Whirlpool Finance in accordance with Section 2.06; and

(iv) each Lender may, in its sole discretion, make bids to make Competitive Bid Loans in Dollars to each of the Borrowers in accordance with Section 2.05;

provided that (A) Floating Rate Loans and Competitive Bid Loans may only be denominated in Dollars, (B) after giving effect to each Advance or Letter of Credit, the outstanding Advances or Letters of Credit shall be denominated in no more than five Agreed Currencies (including Dollars), (C) in no event may the Dollar Amount of the aggregate principal amount of all

outstanding Fronted Advances exceed the Aggregate Fronting Sublimit, (D) in no event may the Dollar Amount of the aggregate principal amount of all outstanding Advances plus the outstanding LOC Obligations exceed the Aggregate Commitment and (E) in not event may the Dollar Amount of the aggregate principal amount of all outstanding Committed Advances made by a Lender plus such Lender’s ratable share of the outstanding LOC Obligations plus such Lender’s participation interests in the outstanding Fronted Loans exceed such Lender’s Commitment.

Section 2.02. Availability of Facility; Required Payments.

Subject to all of the terms and conditions of this Credit Agreement, the facility described herein is available from the Closing Date to the Termination Date, and each Borrower may borrow, repay, reborrow and, subject to Section 2.04(a), request Letters of Credit at any time prior to the Termination Date. The Commitments to lend and issue Letters of Credit hereunder shall expire on the Termination Date. Each applicable Borrower promises to pay its outstanding Advances and its other unpaid Obligations in full on the Termination Date.

Section 2.03. Committed Advances.

(a) Committed Advances. From and including the Closing Date and prior to the Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Credit Agreement and notwithstanding the amount of Competitive Bid Loans and Fronted Loans made by such Lender, to make Committed Loans to the Borrowers from time to time in amounts the Dollar Amount of which shall not exceed in the aggregate at any one time outstanding the amount of its Commitment. Each Committed Advance hereunder shall consist of borrowings made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment. The Committed Advances shall be repaid as provided by the terms of Sections 2.02 and 2.03(g).

(b) Types of Committed Advances. The Committed Advances may be Floating Rate Advances or Eurocurrency Committed Advances, or a combination thereof, selected by the applicable Borrower in accordance with Sections 2.03(e), 2.03(f) and 2.03(g).

(c) Reductions in Aggregate Commitment. Whirlpool may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $25,000,000, upon at least three Business Days’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the aggregate principal amount of the outstanding Advances plus the outstanding LOC Obligations.

(d) Minimum Amount of Each Committed Advance. Each Committed Advance made or continued hereunder shall be in the minimum Dollar Amount of $25,000,000 or a higher integral multiple of $5,000,000; provided, however, that any

Floating Rate Advance may be in the aggregate amount of the unused Aggregate Commitment.

(e) Method of Selecting Types and Interest Periods for New Committed Advances. Subject to all of the terms and conditions of this Credit Agreement, each Borrower shall select the Type of Advance and, in the case of each Eurocurrency Committed Advance, the Interest Period applicable thereto, for each Committed Advance from time to time made to it. A Borrower shall give the Administrative Agent an irrevocable notice substantially in the form of Exhibit “H” hereto (a “Committed Borrowing Notice”) not later than 11:30 a.m. (New York City time) on the Borrowing Date of each Floating Rate Advance, three Business Days before the Borrowing Date for each Eurocurrency Committed Advance denominated in Dollars, and five Business Days before the Borrowing Date for each Eurocurrency Committed Advance denominated in an Agreed Currency other than Dollars. A Committed Borrowing Notice shall in accordance with all the terms and conditions of this Credit Agreement specify:

(i) the Borrower to which such Committed Advance is to be made;

(ii) the Borrowing Date, which shall be a Business Day, of such Committed Advance;

(iii) the Type of Committed Advance selected;

(iv) in the case of each Eurocurrency Committed Advance, the Agreed Currency of such Committed Advance;

(v) the aggregate amount of such Committed Advance; and

(vi) in the case of each Eurocurrency Committed Advance, the Interest Period applicable thereto.

(f) Continuation and Conversion of Dollar-Denominated Committed Advances. Subject to all of the terms and conditions of this Credit Agreement, each Floating Rate Advance shall continue as a Floating Rate Advance unless and until such Floating Rate Advance is paid or converted into one or more Dollar-denominated Eurocurrency Committed Advances. Subject to all of the terms and conditions of this Credit Agreement, each Eurocurrency Committed Advance denominated in Dollars shall continue as a Dollar-denominated Eurocurrency Committed Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Committed Advance shall be automatically converted into a Floating Rate Advance (x) unless such Eurocurrency Committed Advance is paid by the applicable Borrower or the applicable Borrower shall have given the Administrative Agent an irrevocable notice substantially in the form of Exhibit “I” hereto (a “Dollar Continuation/Conversion Notice”) requesting that, at the end of such Interest Period, such Eurocurrency Committed Advance continue as a Dollar-denominated Eurocurrency Committed Advance for the same or another specified Interest Period, be converted into one or more new Dollar-denominated

Eurocurrency Committed Advances each having a specified new Interest Period or be converted into a Floating Rate Advance or (y) if any Event of Default shall have occurred and be continuing. Accordingly, but subject to all of the terms and conditions of this Credit Agreement, each Borrower may elect from time to time to convert all or any part (subject to Section 2.03(d)) of a Dollar-denominated Committed Advance of any Type made to it into the other Type of Dollar-denominated Committed Advance; provided that any conversion of a Eurocurrency Committed Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent a Dollar Continuation/Conversion Notice with respect to each continuation or conversion of a Dollar-denominated Committed Advance not later than 11:30 A.M. (New York City time) at least three Business Days prior to the date of the requested continuation or conversion, specifying in accordance with all of the terms and conditions of this Credit Agreement:

(i) the requested date, which shall be a Business Day, of such continuation or conversion;

(ii) the aggregate amount and Type of the Committed Advance which is to be continued or converted;

(iii) the amount and Type(s) of the Dollar-denominated Committed Advance(s) into which such Committed Advance is to be continued or converted; and

(iv) in the case of each continuation of or conversion into a Dollar-denominated Eurocurrency Committed Advance, the Interest Period applicable thereto (provided that if no Interest Period is specified, the applicable Borrower shall be deemed to have requested an Interest Period of one month).

(g) Payment or Continuation and Conversion of Non-Dollar Denominated Committed Advances. Subject to all of the terms and conditions of this Credit Agreement, each Eurocurrency Committed Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Committed Advance denominated in the same currency until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Committed Advance shall mature and be payable by the applicable Borrower on the last day of the applicable Interest Period unless the applicable Borrower shall have given the Administrative Agent an irrevocable notice substantially in the form of Exhibit “J” hereto (a “Non-Dollar Continuation/Conversion Notice”) requesting that, at the end of such Interest Period, such Eurocurrency Committed Advance either continue as a Eurocurrency Committed Advance denominated in the same currency for the same or another specified Interest Period or be converted into one or more new Eurocurrency Committed Advances each denominated in the same currency as that of the converted Eurocurrency Committed Advance and having a specified new Interest Period; provided that if after giving effect to any such conversion or continuation, the aggregate Dollar Amount of the principal amount of all Advances plus the outstanding LOC Obligations would exceed the Aggregate Commitment, such Borrower

shall prepay an aggregate principal amount of such Eurocurrency Committed Advance on the last day of the Interest Period then ending such that the Dollar Amount of the aggregate principal amount of all outstanding Advances plus the outstanding LOC Obligations does not exceed the Aggregate Commitment. Accordingly, but subject to all of the terms and conditions of this Credit Agreement, each Borrower may elect from time to time to convert all or any part (subject to Section 2.03(d)) of a Eurocurrency Committed Advance denominated in an Agreed Currency other than Dollars made to it into any other Eurocurrency Committed Advance(s) denominated in the same currency as the converted Eurocurrency Committed Advance; provided that any such conversion shall be made on, and only on, the last day of the Interest Period applicable to the converted Eurocurrency Committed Advance. The applicable Borrower shall give the Administrative Agent a Non-Dollar Continuation/Conversion Notice with respect to each continuation or conversion of a Eurocurrency Committed Advance denominated in an Agreed Currency other than Dollars not later than 11:30 A.M. (New York City time) at least five Business Days prior to the date of the requested continuation or conversion specifying in accordance with all of the terms and conditions of this Credit Agreement:

(i) the requested date, which shall be a Business Day, of such continuation or conversion;

(ii) the aggregate amount and Agreed Currency of the Eurocurrency Committed Advance which is to be continued or converted;

(iii) the amount(s) of the Eurocurrency Committed Advance(s) into which such Eurocurrency Committed Advance is to be continued or converted; and

(iv) the Interest Period applicable to each new Eurocurrency Committed Advance (provided that if no Interest Period is specified or if an Event of Default has occurred and is continuing, the applicable Borrower shall be deemed to have requested an Interest Period of one month).

(h) Notice to Lenders. The Administrative Agent shall give prompt notice to each Lender of each Dollar Continuation/Conversion Notice and each Non-Dollar Continuation/Conversion Notice received by it.

Section 2.04. Letter of Credit Subfacility.

(a) Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the other Lenders set forth in this Section 2.04, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby Letters of Credit in Agreed Currencies from time to time from the Closing Date until the date thirty days prior to the Termination Date as any Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Dollar Amount of the LOC Obligations outstanding shall not at any time exceed the LOC Committed Amount and

(ii) the Dollar Amount of the principal amount of all Advances plus the outstanding LOC Obligations shall not at any time exceed the Aggregate Commitment. The Issuing Lender shall not issue any Letter of Credit if (x) the original expiry date of such Letter of Credit is more than one year from the date of issuance (provided that such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) such Letter of Credit has an expiry date extending beyond the Termination Date. The Issuing Lender shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate any applicable laws, rules, regulations or orders or any generally applicable policy of the Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Lender that prohibits, or requests that the Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular or that imposes upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or that imposes upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it. Each Letter of Credit shall be a standby letter of credit and shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

(b) Notice and Reports. Any Borrower may request the issuance of a Letter of Credit by submitting a request therefor to the Issuing Lender (by completion of the appropriate application forms of the Issuing Lender) at least three Business Days prior to the requested date of issuance. At least quarterly (and more frequently upon request) the Issuing Lender shall provide to the Administrative Agent a detailed report specifying the Letters of Credit issued by the Issuing Lender which are then issued and outstanding. The Administrative Agent shall disseminate promptly to each of the Lenders the information provided by the Issuing Lender pursuant to this subsection (b).

(c) Participation. Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a Participation Interest from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its pro rata share of the obligations under such Letter of Credit (ratably in proportion to the ratio that its respective Commitment bears to the Aggregate Commitment) and shall absolutely, unconditionally and irrevocably assume and be obligated to pay to the Issuing Lender and discharge when due, its pro rata share of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s Participation Interest in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each such Lender shall pay to the Administrative Agent for the account of the Issuing Lender its pro rata share of such unreimbursed drawing in same day funds on the day of notification by the Administrative

Agent of an unreimbursed drawing pursuant to the provisions of subsection (d) below. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of an Unmatured Default, a Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the applicable Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

(d) Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the applicable Borrower and the Administrative Agent. The applicable Borrower promises to reimburse the Issuing Lender (such reimbursement to be made to the Administrative Agent for the account of the Issuing Lender) on the day of drawing under any Letter of Credit either in same day funds in the same Agreed Currency as the related drawing or with a Committed Advance in Dollars in the Dollar Amount of such drawing. Unless such Borrower shall promptly notify the Administrative Agent and the Issuing Lender that such Borrower intends to otherwise reimburse the Issuing Lender for such drawing, such Borrower shall be deemed to have requested that the Lenders make a Committed Advance in Dollars in the Dollar Amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. Each Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment such Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of a Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the Administrative Agent, who shall, in turn, promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the Dollar Amount of such Lender’s pro rata share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Administrative Agent if such notice is received at or before 11:00 A.M. (New York City time), and otherwise such payment shall be made at or before 1:00 P.M. (New York City time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two Business Days of the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of an Unmatured Default or a

Default or the acceleration of the obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Administrative Agent for the account of the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Administrative Agent, the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the applicable Borrower with respect thereto.

(e) Repayment with Committed Advances. On any day on which a Borrower shall have requested, or been deemed to have requested a Committed Advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Committed Advance has been requested or deemed requested by such Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Committed Advance comprised of Floating Rate Loans in the Dollar Amount of the unreimbursed drawing shall be immediately made to such Borrower by all Lenders (notwithstanding any termination of the Commitments pursuant to Section 9.01) ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment (determined before giving effect to any termination of the Commitments pursuant to Section 9.01) and the proceeds thereof shall be paid directly to the Administrative Agent for the account of the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Committed Advance immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for Advances otherwise required hereunder, (ii) whether any conditions specified in Section 5.03 are then satisfied, (iii) whether an Unmatured Default or a Default then exists, (iv) failure for any such request or deemed request for such Advance to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Committed Advances are otherwise permitted to be made hereunder or (vi) any termination of the Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Committed Advance cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the applicable Borrower on or after such date and prior to such purchase) from the Issuing Lender such Participation Interests in the outstanding LOC Obligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment (determined before giving effect to any termination of the Commitments pursuant to Section 9.01)), provided that at the time any purchase of Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Administrative Agent for the

account of the Issuing Lender, to the extent not paid to the Issuing Lender by the applicable Borrower in accordance with the terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interests, at the rate equal to, if paid within two Business Days of the date of the Committed Advance, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

(f) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Credit Agreement, including without limitation Section 2.04(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Subsidiary of a Borrower, provided that notwithstanding such statement, such Borrower shall be the actual account party for all purposes of this Credit Agreement for such Letter of Credit and such statement shall not affect such Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

(g) Renewal, Extension. The renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

(h) Uniform Customs and Practices. The Issuing Lender may have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits (the “UCP”) or the International Standby Practices 1998 (the “ISP98”), in either case as published as of the date of issue by the International Chamber of Commerce, in which case the UCP or the ISP98, as applicable, may be incorporated therein and deemed in all respects to be a part thereof.

(i) Indemnification; Nature of Issuing Lender’s Duties.

(i) In addition to its other obligations under this Section 2.04, each Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”).

(ii) As between the Borrowers and the Lenders (including the Issuing Lender), the applicable Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Except to the extent arising solely from the gross negligence or willful misconduct of such Lender, no Lender (including the Issuing Lender) shall be responsible: (A) for the form,

validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to any Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrowers, including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by the Issuing Lender to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.

(iv) Nothing in this Section 2.04(i) is intended to limit the reimbursement obligations of any Borrower contained in subsection (d) above. The obligations of each Borrower under this Section 2.04(i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.

(v) Notwithstanding anything to the contrary contained in this Section 2.04(i), no Borrower shall have any obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender (A) arising solely out of the gross negligence or willful misconduct of the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by the Issuing Lender’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.

(j) Responsibility of Issuing Lender. It is expressly understood and agreed that the obligations of the Issuing Lender hereunder to the Lenders are only those expressly set forth in this Credit Agreement and that the Issuing Lender shall be entitled to assume that the conditions precedent set forth in Section 5.03 have been satisfied unless it shall have acquired actual knowledge that any such condition precedent has not been satisfied; provided, however, that nothing set forth in this Section 2.04 shall be deemed to prejudice the right of any Lender to recover from the Issuing Lender any amounts made available by such Lender to the Issuing Lender pursuant to this Section 2.04 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit constituted gross negligence or willful misconduct on the part of the Issuing Lender.

(k) Conflict with LOC Documents. In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

(l) Appointment of Issuing Lender. Citibank is hereby appointed as Issuing Lender hereunder and under each other Loan Document and each of the Lenders authorizes the Issuing Lender to act on behalf of the Lenders with respect to any Letters of Credit and related LOC Documents.

Section 2.05. Competitive Bid Advances.

(a) Competitive Bid Option; Repayment of Competitive Bid Advances. In addition to Committed Advances pursuant to Section 2.03 and Fronted Advances pursuant to Section 2.06, but subject to all of the terms and conditions of this Credit Agreement (including, without limitation, the limitation set forth in Section 2.01 as to the maximum aggregate principal amount of all outstanding Advances and LOC Obligations hereunder), each Borrower may, as set forth in this Section 2.05, request the Lenders, prior to the Termination Date, to make offers to make Competitive Bid Advances in Dollars to such Borrower. Each Lender may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.05. Each applicable Borrower promises to repay each of its Competitive Bid Advances in full by on the last day of the Interest Period applicable thereto.

(b) Competitive Bid Quote Request. When a Borrower wishes to request offers to make Competitive Bid Loans under this Section 2.05, such Borrower shall transmit to the Administrative Agent by telecopy a Competitive Bid Quote Request so as to be received no later than 11:30 A.M. (New York City time) at least (x) five Business Days prior to the Borrowing Date proposed therein, in the case of a Eurocurrency Auction, or (y) one Business Day prior to the Borrowing Date proposed therein, in the case of an Absolute Rate Auction, specifying in accordance with all of the terms of this Credit Agreement:

(i) the proposed Borrowing Date for the proposed Competitive Bid Advance;

(ii) the aggregate principal amount of such Competitive Bid Advance;

(iii) whether the Competitive Bid Quotes requested are to set forth a Competitive Bid Margin or an Absolute Rate, or both;

(iv) the Interest Period applicable thereto; and

(v) the Borrower to which such proposed Competitive Bid Advance is to be made.

A Borrower may request offers to make Competitive Bid Loans for more than one Interest Period and for a Eurocurrency Auction and an Absolute Rate Auction in a single Competitive Bid Quote Request. No Competitive Bid Quote Request shall be given within five Business Days (or upon reasonable prior notice to the Lenders, such other number of days as the Borrowers and the Administrative Agent may agree) of any other Competitive Bid Quote Request. Each Competitive Bid Quote Request shall be in a minimum amount of $25,000,000 or a larger multiple of $5,000,000. A Competitive Bid Quote Request that does not conform substantially to the format of Exhibit “B” hereto shall be rejected, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopy.

(c) Invitation for Competitive Bid Quotes. Promptly upon receipt of a Competitive Bid Quote Request that is not rejected pursuant to Section 2.05(b), the Administrative Agent shall send to each of the Lenders by telecopy an Invitation for Competitive Bid Quotes which shall constitute an invitation by the applicable Borrower to each Lender to submit Competitive Bid Quotes offering to make the Competitive Bid Loans to which such Competitive Bid Quote Request relates in accordance with this Section 2.05.

(d) Submission and Contents of Competitive Bid Quotes. (i) Each Lender may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.05(d) and must be submitted to the Administrative Agent by telecopy at its offices specified in or pursuant to Article 14 not later than (i) (A) 1:45 P.M. (New York City time) in the case of Citibank and (B) 2:00 p.m. (New York City time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date in the case of a Eurocurrency Auction, or (ii) (A) 10:15 A.M. (New York City time) in the case of Citibank and (B) 10:30 A.M. (New York City time) in the case of each other Lender, on the proposed Borrowing Date in the case of an Absolute Rate Auction (or, in any such case upon reasonable prior notice to the Lenders, such other time and date as the Borrowers and the Administrative Agent may agree; provided that Citibank shall always

be required to submit its Competitive Bid Quotes not less than fifteen minutes prior to the other Lenders). Subject to Articles 5 and 6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the applicable Borrower.

(i) Each Competitive Bid Quote shall in any case specify:

(A) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;

(B) the principal amount of the Competitive Bid Loan for which each such offer is being made, (1) which principal amount may be greater than, less than or equal to the Commitment of the quoting Lender, but in no case greater than the unutilized Aggregate Commitment, (2) which principal amount must be at least $5,000,000 and an integral multiple of $1,000,000, and (3) which principal amount may not exceed the principal amount of Competitive Bid Loans for which offers were requested;

(D) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan;

(E) the applicable Interest Period; and

(F) the identity of the quoting Lender.

(ii) The Administrative Agent shall reject any Competitive Bid Quote that:

(A) is not substantially in the form of Exhibit “D” hereto or does not specify all of the information required by Section 2.05(d)(i);

(B) contains qualifying, conditional or similar language, other than any such language contained in Exhibit “D” hereto;

(C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or

(D) arrives after the time set forth in Section 2.05(d)(i).

(iii) If any Competitive Bid Quote shall be rejected pursuant to Section 2.05(d)(ii), then the Administrative Agent shall notify the relevant Lender of such rejection as soon as practicable.

(e) Notice to Borrower. The Administrative Agent shall promptly notify the applicable Borrower of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.05 and (ii) of any Competitive Bid Quote that is in accordance with Section 2.05 and amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote specifically states that it is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the applicable Borrower shall specify the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request and the respective principal amounts and Competitive Bid Margins or Absolute Rates, as the case may be, so offered.

(f) Acceptance and Notice by Borrower. Subject to the receipt of the notice from the Administrative Agent referred to in Section 2.05(e), not later than 11:30 A.M. (New York City time) (i) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction or (ii) on the proposed Borrowing Date, in the case of an Absolute Rate Auction, the applicable Borrower shall notify the Administrative Agent of such Borrower’s acceptance or rejection of the offers so notified to it pursuant to Section 2.05(e); provided, however, that the failure by such Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by such Borrower of all such offers. In the case of acceptance, such notice substantially in the form or Exhibit “L” hereto (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept or reject any Competitive Bid Quote in whole or in part; provided that:

(i) the aggregate principal amount of each Competitive Bid Advance may not exceed the applicable amount set forth in the related Competitive Bid Quote Request;

(ii) acceptance of offers may only be made on the basis of ascending Competitive Bid Margins or Absolute Rates, as the case may be; and

(iii) the applicable Borrower may not accept any offer of the type described in Section 2.05(d)(ii) or that otherwise fails to comply with the requirements of this Credit Agreement for the purpose of obtaining a Competitive Bid Loan under this Credit Agreement.

(g) Allocation by the Administrative Agent. If offers are made by two or more Lenders with the same Competitive Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are permitted to be accepted for the related Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are accepted shall be allocated by

the Administrative Agent among such Lenders as nearly as possible (in such multiples of $1,000,000 as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount of such offers. Allocations by the Administrative Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of manifest error. The Administrative Agent shall promptly, but in any event on the same Business Day in the case of Eurocurrency Bid Rate Advances, and by 12:30 P.M. (New York City time) on the same Business Day in the case of Absolute Rate Advances, notify each Lender of its receipt of a Competitive Bid Borrowing Notice and the aggregate principal amount of each Competitive Bid Advance allocated to each participating Lender.

Section 2.06. Fronted Advance Subfacility.

(a) Fronted Advances. From and including the Closing Date and prior to the Termination Date, each Fronting Lender severally agrees, on the terms and conditions set forth in this Credit Agreement and notwithstanding the amount of Competitive Bid Loans made by such Fronting Lender, to make Fronted Loans to Whirlpool and Whirlpool Finance from time to time in amounts the Dollar Amount of which shall not exceed, in the aggregate at any one time outstanding, the amount of its Fronting Commitment. Each Fronted Advance hereunder shall consist of borrowings made from the several Fronting Lenders ratably in proportion to the ratio that their respective Fronting Commitments bear to the Aggregate Fronting Sublimit. The Fronted Advances shall be repaid as provided by the terms of Sections 2.02 and 2.06(f).

(b) Types of Fronted Advances. The Fronted Advances shall be Fixed Rate Advances.

(c) Reductions in Aggregate Fronting Sublimit. Whirlpool may permanently reduce the Aggregate Fronting Sublimit in whole, or in part ratably among the Fronting Lenders in integral multiples of $25,000,000, upon at least three Business Days’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Fronting Sublimit may not be reduced below the Dollar Amount of the aggregate principal amount of the outstanding Fronted Advances.

(d) Minimum Amount of Each Fronted Advance. Each Fronted Advance made or continued hereunder shall be in the minimum Dollar Amount of $25,000,000.

(e) Method of Requesting New Fronted Advances. Whirlpool or Whirlpool Finance, as applicable, shall give the Fronting Agent, with a copy to the Administrative Agent, an irrevocable notice substantially in the form of Exhibit “K” hereto (a “Fronted Borrowing Notice”) not later than 9:30 a.m. (London, England time) on the Borrowing Date of each Fronted Advance. A Fronted Borrowing Notice shall in accordance with all the terms and conditions of this Credit Agreement specify:

(i) the Borrower to which such Fronted Advance is to be made;

(ii) the Borrowing Date, which shall be a Business Day, of such Fronted Advance;

(iii) the Agreed Currency of such Fronted Advance;

(iv) the aggregate amount of such Fronted Advance; and

(v) the Interest Period of such Fronted Advance, which shall be for a period of one to seven days.

(f) Payment and Participations of Fronted Advances. At the time that a Fronting Lender makes a Fronted Loan, each Lender (a “Purchasing Lender”) shall be deemed, without any further action by any Person, to have purchased from such Fronting Lender an unfunded participation (ratably in proportion to the ratio that such Purchasing Lender’s Commitment bears to the Aggregate Commitment), without recourse or warranty of such Fronting Lender, in such Fronted Loan. Whirlpool and Whirlpool Finance each agree to repay all Fronted Advances obtained by such Borrower on the earlier of (i) the last day of the Interest Period for such Advance or (ii) the Termination Date. Notwithstanding anything to the contrary contained herein, neither Whirlpool nor Whirlpool Finance shall be permitted to request a new Fronted Advance to repay an outstanding Fronted Advance if the period from the date of the first outstanding Fronted Advance to the date of the repayment of the new Fronted Advance would exceed seven days.

Each repayment of a Fronted Advance may be accomplished by requesting a Committed Advance, which request is not subject to the conditions set forth in Section 5.03. In the event that Whirlpool or Whirlpool Finance, as applicable, shall fail to timely repay any Fronted Advance, and in any event upon (A) a request by the Fronting Agent, (B) the occurrence of a Default described in Section 8.05 or 8.06 or (C) the acceleration of any Obligations or termination of any Commitment pursuant to Section 9.01, each Purchasing Lender shall fund its participation in accordance with the preceding paragraph in such Fronted Advance (regardless of (1) whether the conditions precedent thereto set forth in Section 5.03 hereof are then satisfied, (2) whether or not Whirlpool or Whirlpool Finance, as applicable, has submitted a Committed Borrowing Notice and whether or not the Commitments are then in effect, (3) whether an Unmatured Default or a Default exists or (4) whether all the Obligations have been accelerated) and pay the proceeds thereof to the Fronting Agent, for the account of the Fronting Lenders, at the Fronting Agent’s Eurocurrency Payment Office, or at such other Lending Installation of the Fronting Agent as may be specified in writing by the Fronting Agent, in the applicable Agreed Currency and in immediately available funds. If such amount is not in fact made available to the Fronting Agent, for the account of the Fronting Lenders, by any Purchasing Lender, the Fronting Lenders shall be entitled to recover such amount on demand from such Purchasing Lender, together with accrued interest thereon for each day from the date of demand thereof, if paid within two Business Days after demand at the Federal Funds Effective Rate and thereafter at the Alternate Base Rate. If a Purchasing Lender does not pay such amount forthwith as required by this Section

2.06(f), and until such time as such Purchasing Lender makes the required payment, the Fronting Lenders shall be deemed to continue to have outstanding Fronted Advances in the amount of such unpaid participation obligation for all purposes of the Loan Documents other than those provisions requiring the other Purchasing Lenders to purchase a participation therein. Further, such Purchasing Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Fronting Lenders to fund Fronted Advances in the amount of the participation in Fronted Advances that such Purchasing Lender failed to purchase pursuant to this Section 2.06(f) until such amount has been purchased (as a result of such assignment or otherwise).

Section 2.07. Fees.

(a) Facility Fee. Whirlpool hereby agrees to pay to the Administrative Agent for the account of the Lenders, ratably in proportion to their Commitments, a facility fee at the Facility Fee Rate on the daily actual amount of the Aggregate Commitment (without regard to the outstanding principal amount of the Loans) for the period from and including the Closing Date to but excluding the Termination Date, which fee shall be payable quarterly in arrears on each Payment Date, commencing June 30, 2004, and on the Termination Date.

(b) Utilization Fee. With respect to each day that the Dollar Amount of the aggregate outstanding principal amount of all Loans plus LOC Obligations exceeds the product of (i) one-half (1/2) times (ii) the Aggregate Commitment, Whirlpool hereby agrees to pay to the Administrative Agent, for the account of the Lenders, ratably in proportion to their Commitments, a utilization fee at a per annum rate equal to 0.125% on the Dollar Amount of the aggregate outstanding principal amount of the Loans plus LOC Obligations on each such day, which fee shall be payable quarterly in arrears on each Payment Date, commencing June 30, 2004, and on the Termination Date.

(c) Administration Fees. Whirlpool hereby agrees to pay to the Administrative Agent and the Fronting Agent for their respective accounts such arrangement and administration fees as are heretofore and hereafter agreed upon in writing by Whirlpool and the Administrative Agent or the Fronting Agent, as applicable.

(d) Competitive Bid Fees. Upon submission of a Competitive Bid Quote Request to the Administrative Agent, the applicable Borrower hereby agrees to pay to the Administrative Agent for its sole account an auction fee of $1,000.

(e) Letter of Credit Fees.

(i) In consideration of the issuance of Letters of Credit hereunder, each Borrower hereby agrees to pay to the Administrative Agent, for the account of each Lender, an issuance fee on the actual daily maximum amount available to be drawn under each such Letter of Credit issued for the account of such Borrower computed at a per annum rate for each day from the date of issuance to the date of expiration

equal to the Eurocurrency Margin in effect from time to time; such issuance fee shall be allocated among the Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment and shall be payable quarterly in arrears on each Payment Date, commencing June 30, 2004, and on the Termination Date.

(ii) In addition to the issuance fee payable pursuant to clause (i) above, each Borrower hereby agrees to pay to the Issuing Lender, without sharing by the other Lenders (A) a letter of credit fronting fee of 0.125% on the actual daily maximum amount available to be drawn under each Letter of Credit issued for the account of such Borrower computed at a per annum rate for each day from the date of issuance to the date of expiration (which fronting fee shall be shall be payable quarterly in arrears on each Payment Date, commencing June 30, 2004, and on the Termination Date) and (B) the customary charges from time to time of the Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

(f) Fronting Fees. Whirlpool hereby agrees to pay to the Fronting Agent, for the account of the Fronting Lenders, ratably in proportion to their Fronting Commitments, a fronting fee at a per annum rate equal to 0.125% on the Dollar Amount of the aggregate outstanding principal amount of the Fronted Loans on each such day, which fee shall be payable quarterly in arrears on each Payment Date, commencing June 30, 2004, and on the Termination Date.

Section 2.08. General Facility Terms.

(a) Method of Borrowing. On each Borrowing Date, each applicable Lender shall make available its Loan or Loans, if any, in the requested Agreed Currency, (i) if such Loan is denominated in Dollars, not later than 1:00 P.M. (New York City time) in funds immediately available to the Administrative Agent, at its address specified in or pursuant to Article 14, (ii) if such Loan (other than a Fronted Loan) is denominated in another currency, not later than 12:00 noon, local time in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in funds immediately available to the Administrative Agent, at the Administrative Agent’s Eurocurrency Payment Office for such currency and (iii) if such Loan is a Fronted Loan, not later than 12:00 noon (London, England time), in funds immediately available to the Fronting Agent, at the Fronting Agent’s Eurocurrency Payment Office for such currency. The Administrative Agent or Fronting Agent, as applicable, will make the funds so received from the applicable Lenders available to the applicable Borrower at the Administrative Agent’s or Fronting Agent’s aforesaid address, as applicable. Notwithstanding the foregoing provisions of this Section 2.08(a), to the extent that a Loan made by a Lender matures on the Borrowing Date of a requested Loan denominated in the same Agreed Currency as that of the maturing Loan, such Lender shall apply the proceeds of the Loan it is then making to the repayment of principal of the maturing Loan.

(b) Prepayments.

(i) Optional Prepayments. Each Borrower may from time to time prepay all of its outstanding Floating Rate Advances, or, in a minimum aggregate amount of $5,000,000 (and in integral multiples of $1,000,000 if in excess thereof), any portion of the outstanding Floating Rate Advances upon one Business Day’s prior notice to the Administrative Agent. Each Borrower may from time to time prepay all of its outstanding Eurocurrency Committed Advances, or, in a minimum aggregate Dollar Amount of $5,000,000 and in integral multiples of $1,000,000 if in excess thereof, any portion of the outstanding Eurocurrency Committed Advances upon three Business Days’ prior notice to the Administrative Agent. Whirlpool or Whirlpool Finance, as applicable, may from time to time prepay all of its outstanding Fronted Advances, or, in a minimum aggregate Dollar Amount of $5,000,000, any portion of the outstanding Fronted Advances upon three Business Days’ prior notice to the Fronting Agent (with a copy to the Administrative Agent). No Competitive Bid Loan may be prepaid prior to the last day of its applicable Interest Period without the prior consent of the Lender holding such Competitive Bid Loan, which consent may be given or withheld at such Lender’s sole and absolute discretion. Any such prepayment pursuant to the foregoing provisions of this Section 2.08 of a Eurocurrency Committed Advance, a Fronted Advance or a Competitive Bid Loan prior to the end of its applicable Interest Period shall be subject to the provisions of Section 3.05.

(ii) Mandatory Prepayments.

(A) Aggregate Commitment. If at any time, the sum of the Dollar Amount of the aggregate outstanding principal amount of Advances plus LOC Obligations shall exceed the Aggregate Commitment, the Borrowers immediately shall prepay outstanding Advances and (after all Advances have been repaid) cash collateralize LOC Obligations, in an amount sufficient to eliminate such excess.

(B) LOC Committed Amount. If at any time, the sum of the Dollar Amount of the aggregate principal amount of LOC Obligations shall exceed the LOC Committed Amount, the Borrowers immediately shall cash collateralize LOC Obligations in an amount sufficient to eliminate such excess.

(C) Aggregate Fronting Sublimit. If at any time, the Dollar Amount of the aggregate outstanding principal amount of Fronted Advances shall exceed the Aggregate Fronting Sublimit, the Borrowers immediately shall prepay outstanding Fronted Advances in an amount sufficient to eliminate such excess.

(c) Interest Rates; Interest Periods. Subject to Section 2.08(d), (i) each Floating Rate Advance (and each Floating Rate Loan making up such Floating Rate Advance) shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a Eurocurrency Committed Advance pursuant to Section 2.03(f) to but excluding the date it is paid or is converted into a Eurocurrency Committed Advance pursuant to Section 2.03(f), at a rate per annum equal to the Alternate Base Rate for such day, (ii) each Eurocurrency Committed Advance (and each Eurocurrency Loan making up such Eurocurrency Committed Advance) shall bear interest on the outstanding principal amount thereof from and including the first day of each Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate per annum equal to the Eurocurrency Rate determined pursuant hereto as applicable to such Eurocurrency Committed Advance for each day during such Interest Period, (iii) each Fronted Advance (and each Fronted Loan making up such Fronted Advance) shall bear interest on the outstanding principal amount thereof from and including the first day of each Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate per annum equal to the Eurocurrency Rate determined pursuant hereto as applicable to such Fronted Advance for each day during such Interest Period, (iv) each Absolute Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate per annum equal to the Absolute Rate determined pursuant hereto as applicable to such Absolute Rate Loan, and (v) each Eurocurrency Bid Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate per annum equal to the Eurocurrency Bid Rate determined pursuant hereto as applicable to such Eurocurrency Bid Rate Loan. Changes in the rate of interest on each Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. No Interest Period shall end after the Termination Date.

(d) Rate after Certain Defaults.

(i) During the existence of any Default (other than pursuant to Section 8.02(i)), the Required Lenders may, at their option by notice to the Borrowers, declare that each Advance and the issuance fees on each outstanding Letter of Credit shall bear interest or accrue an issuance fee, respectively, at a rate per annum equal to the rate otherwise applicable to such Advance or such fee plus 1% per annum.

(ii) During the existence of any Default under Section 8.02(i), each Advance (and each Loan making up such Advance) not paid when due, whether by acceleration or otherwise, and any reimbursement obligation arising from any Letter of Credit not paid when due shall, in each case, bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance matures (or the date such reimbursement obligation arises), whether by acceleration or otherwise, to but excluding the date it is paid, at the rate otherwise applicable to such Advance plus 2% per annum or, if no rate is applicable, the Alternate Base Rate plus 2% per annum, payable on demand.

(iii) During the existence of any Default, the Required Lenders may, at their option, by notice to the Borrowers, declare that no Advance may be converted into or continued as a Dollar-denominated Eurocurrency Committed Advance.

(e) Interest Payment Dates; Interest Basis. Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing on the first such date to occur after the date hereof, on any date on which such Floating Rate Advance is prepaid or converted, whether due to acceleration or otherwise, at maturity and thereafter on demand. Subject to the next sentence, interest accrued on each Fixed Rate Advance shall be payable on the last day of its applicable Interest Period, on any date on which such Fixed Rate Advance is prepaid, whether due to acceleration or otherwise, at maturity and thereafter on demand. Interest accrued on each Fixed Rate Advance having an Interest Period longer than three months shall also be payable on the last day of each 90 day interval (in the case of Absolute Rate Advances) or three-month interval (in the case of Eurocurrency Committed Advances or Eurocurrency Bid Rate Advances) during such Interest Period. Interest on all Fixed Rate Advances (other than Fixed Rate Advances denominated in Sterling), all Floating Rate Advances which bear interest based on the Federal Funds Effective Rate and all fees due hereunder shall be calculated for the actual number of days elapsed on the basis of a 360-day year. Interest on all Fixed Rate Advances denominated in Sterling shall be calculated for the actual number of days elapsed on the basis of a 365/366 day year. Interest on all Floating Rate Advances which bear interest based on the Prime Rate shall be calculated for the actual number of days elapsed on the basis of a 365, or when appropriate 366, day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of, or interest on, an Advance or of fees due hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment such extension of time shall be included in computing interest in connection with such payment. Each Borrower promises to pay interest on its respective Advances as provided in this Section 2.08(e).

(f) Method of Payment.

(i) General. Each Advance and each reimbursement obligation with respect to a drawing under a Letter of Credit shall be paid, repaid or prepaid in the currency in which such Advance or the related drawing was made in the amount borrowed or paid and interest payable thereon shall be paid in such currency. Subject to the last sentence of Section 2.08(a), (A) all amounts of principal, interest, fees and other Obligations payable by the Borrowers in Dollars under the Loan Documents (other than in respect of Fronted Advances) shall be made in Dollars by 1:00 P.M. (New York City time) on the date when due in funds immediately available, without condition or deduction for any counterclaim, defense, recoupment or setoff, to the Administrative Agent at the Administrative

Agent’s address specified pursuant to Article 14, or at such other Lending Installation of the Administrative Agent as may be specified in writing by the Administrative Agent to the Borrowers, (B) all amounts of principal and interest payable by Whirlpool or Whirlpool Finance, as applicable, with respect to Fronted Advances shall be made in the applicable currency by 12:00 noon (London, England time or, in the case of amounts payable in Dollars, New York time) on the date when due, in funds immediately available, without condition or deduction for any counterclaim, defense, recoupment or setoff, for the account of the Fronting Agent, at the Fronting Agent’s Eurocurrency Payment Office for such currency and (C) all other amounts of principal, interest and other Obligations payable by the Borrowers in any currency other than Dollars under the Loan Documents shall be made in such currency by 12:00 noon (local time) on the date when due, in funds immediately available, without condition or deduction for any counterclaim, defense, recoupment or setoff, for the account of the Administrative Agent or the Fronting Agent, as applicable, at its Eurocurrency Payment Office for such currency. Prior to the existence of a Default, all amounts due hereunder and all payments of reimbursement obligations arising from drawings under Letters of Credit shall be made ratably among the applicable Lenders in the case of payments of principal or interest in respect of Competitive Bid Advances and ratably among all of the Lenders in the case of all other payments (other than reimbursement obligations under Letters of Credit paid to and fronting fees retained by the Issuing Lender for its own account, payments of principal and interest in respect of Fronted Advances (which are subject to Section 2.08(f)(ii) below) and fronting fees retained by the Fronting Lenders for their own accounts, the administrative and auction fees retained by the Administrative Agent for its own account and the administrative fee retained by the Fronting Agent for its own account). Except as provided in Section 9.01(b), during the existence of any Default, all payments of principal due hereunder and all payments of reimbursement obligations arising from drawings under Letters of Credit shall be applied ratably among all outstanding Advances and Participation Interests. Each payment delivered to the Administrative Agent or the Fronting Agent, as applicable, for the account of any Lender shall be delivered promptly, but in any event not later than the close of business on the date received by the Administrative Agent or the Fronting Agent, as applicable, if received by the Administrative Agent or the Fronting Agent, as applicable, by 12:00 noon (local time), by the Administrative Agent or the Fronting Agent, as applicable, to such Lender in the same type and currency of funds which the Administrative Agent or the Fronting Agent, as applicable, received at such Lender’s address specified pursuant to Article 14 or at any Lending Installation specified by such Lender in a written notice received by the Administrative Agent or the Fronting Agent, as applicable. If the Administrative Agent or the Fronting Agent, as applicable, shall fail to pay any Lender the amount due such Lender pursuant to this Section when due, the Administrative Agent or the Fronting Agent, as applicable, shall be obligated to pay to such Lender interest on the amount that should have been paid hereunder for each day from the date such amount shall have become due until the date such amount is paid at the Federal Funds Effective Rate for such day.

Notwithstanding the foregoing provisions of this Section 2.08(f), if, after the making of any Advance or issuance of any Letter of Credit in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such currency (the “New Currency”) are introduced and the type of currency in which the Advance was made or such Letter of Credit was issued (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent or the Fronting Agent, as applicable, for the account of the applicable Lenders in such Original Currency, then all payments to be made by such Borrower hereunder or under any other Loan Document in such currency shall be made in such amount and such type of the New Currency as shall be equivalent (based upon market value) to the amount of such payment otherwise due hereunder or under such Loan Document in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section 2.08(f), if, after the making of any Advance or issuance of any Letter of Credit in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent or the Fronting Agent, as applicable, for the account of the applicable Lenders in the type of currency in which such Advance was made or such Letter of Credit was issued (or in any New Currency as set forth above) because of the imposition of any such currency control or exchange regulation, then such Advance or reimbursement obligations shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance or such reimbursement obligations. In the event any amount paid to any Lender hereunder is rescinded or must otherwise be returned by the Administrative Agent or the Fronting Agent, as applicable, each Lender shall, upon the request of the Administrative Agent or the Fronting Agent, as applicable, repay to the Administrative Agent or the Fronting Agent, as applicable, the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent or the Fronting Agent, as applicable, until the date the Administrative Agent or the Fronting Agent, as applicable, receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Effective Rate, and thereafter, the Alternate Base Rate plus two percent (2%) per annum.

(ii) Allocation Among the Lenders of Payments Received in Respect of Fronted Loans and Fronted Advances. Each Fronting Lender shall receive, for its own account, all payments or prepayments of principal with respect to its Fronted Loans; provided, however, upon the funding of the Purchasing Lenders’ Participation Interests with respect to a Fronted Loan pursuant to Section 2.06(f), such Purchasing Lenders shall be deemed Fronting Lenders with respect to such Fronted Loan and shall be entitled to receive their pro rata share of any payment or prepayment of principal with respect to such Fronted Loan. Until the Purchasing Lenders are required to fund their Participation Interest in a Funded

Loan, subject to Section 2.08(d), (i) the Fronting Lender that made such Fronted Loan shall receive interest on such Fronted Loan equal to (A) the Eurocurrency Base Rate for such Fronted Loan plus (B) its ratable share of the Eurocurrency Margin (in proportion to the ratio that its Commitment bears to the Aggregate Commitment) for such Fronted Loan plus (C) its MLA Cost for such Fronted Loan and (ii) each Purchasing Lender shall receive interest on such Fronted Loan in an amount equal to its ratable share of the Eurocurrency Margin (in proportion to the ratio that its Commitments bear to the Aggregate Commitment) for such Fronted Loan. After the Purchasing Lenders fund their Participation Interests in a Fronted Loan, subject to Section 2.08(d), each Fronting Lender with respect to such Fronted Loan shall receive interest on such Fronted Loan equal to (A) the Eurocurrency Base Rate for such Fronted Loan plus (B) its ratable share of the Eurocurrency Margin for such Fronted Loan plus (C) its MLA Cost for such Fronted Loan. For purposes of clarification, this Section 2.08(f)(ii) is intended to address the allocation among the Lenders of payments of principal and interest on Fronted Loans and Fronted Advances received from the Borrowers and is not intended to create any additional obligation of any Borrower hereunder.

(g) Evidence of Debt; Telephonic Notices. Each Lender is hereby authorized to record in accordance with its usual practice, the date, the currency, the amount and the maturity of each of its Loans made hereunder; provided, however, that any failure to so record shall not affect any Borrower’s obligations under this Credit Agreement. Upon the request of any Lender made through the Administrative Agent such Lender’s Loans shall be evidenced by a Note. Except as otherwise set forth herein, each Borrower hereby authorizes the Lenders and the Administrative Agent to extend or continue Advances, effect selections of Types of Advances and transfer funds based on telephonic notices made by any Person or Persons the Administrative Agent, the Fronting Agent or any Lender reasonably believes to be an Authorized Representative. If requested by the Administrative Agent or the Fronting Agent, as applicable, or any Lender, each Borrower agrees to deliver promptly to the Administrative Agent or the Fronting Agent, as applicable, a written confirmation of each telephonic notice given by it signed by an Authorized Representative. If the written confirmation differs in any material respect from the action taken by the Administrative Agent, the Fronting Agent and the Lenders, the records of the Administrative Agent, the Fronting Agent and the Lenders shall govern absent manifest error.

(h) Notification of Advances, Interest Rates and Prepayments. Promptly after receipt thereof, (i) the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Aggregate Fronting Sublimit reduction notice, Committed Borrowing Notice, Dollar Continuation/Conversion Notice, Non-Dollar Continuation Conversion Notice, Competitive Bid Borrowing Notice, and repayment notice received by it hereunder and (ii) the Fronting Agent will notify each Fronting Lender of the contents of each Fronted Borrowing Notice and repayment notice received by it hereunder. In addition, (A) with respect to each Committed Borrowing Notice, the Administrative Agent shall notify each Lender of its pro rata share of the Advance to be made pursuant to such Committed Borrowing Notice and (B) with respect

to each Fronted Borrowing Notice, the Fronting Agent shall notify each Fronting Lender of its pro rata share of the Advance to be made pursuant to such Fronted Borrowing Notice. The Administrative Agent will notify the applicable Borrower and each Lender of the interest rate applicable to each Fixed Rate Advance promptly upon determination of such interest rate and will give each Borrower and each Lender prompt notice of each change in the Alternate Base Rate; provided, however, that the Administrative Agent’s failure to give any such notice will not affect any Borrower’s obligation to pay interest to the Lenders at the applicable interest rate. The Fronting Agent will notify Whirlpool, Whirlpool Finance and each Fronting Lender of the interest rate applicable to each Fronted Advance promptly upon determination of such interest rate; provided, however, that the Fronting Agent’s failure to give any such notice will not affect Whirlpool’s or Whirlpool Finance’s obligation to pay interest to the Fronting Lenders at the applicable interest rate.

(i) Non-Receipt of Funds by the Administrative Agent or the Fronting Agent. Unless the applicable Borrower or Lender, as the case may be, notifies the Administrative Agent or the Fronting Agent, as applicable, prior to the date on which it is scheduled to make payment to the Administrative Agent or the Fronting Agent, as applicable, of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Administrative Agent or the Fronting Agent, as applicable, for the account of the applicable Lenders, that it does not intend to make such scheduled payment, the Administrative Agent or the Fronting Agent, as applicable, may assume that such scheduled payment has been made. The Administrative Agent or the Fronting Agent, as applicable, may, but shall not be obligated to, make the amount of such scheduled payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower, as the case may be, has not in fact made such scheduled payment to the Administrative Agent or the Fronting Agent, as applicable, the recipient of such scheduled payment shall, on demand by the Administrative Agent or the Fronting Agent, as applicable, repay to the Administrative Agent or the Fronting Agent, as applicable, the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent or the Fronting Agent, as applicable, until the date the Administrative Agent or the Fronting Agent, as applicable, recovers such amount at a rate per annum equal to (x) in the case of such a repayment due from a Lender, the Federal Funds Effective Rate for such day, or (y) in the case of such a repayment due from a Borrower, the interest rate applicable to the relevant Loan.

(j) Market Disruption. Notwithstanding the satisfaction of all conditions referred to in Article 5 with respect to any Advance or any Letter of Credit in any currency other than Dollars, if there shall occur on or prior to the date of such Advance or issuance of such Letter of Credit any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Administrative Agent or the Required Lenders make it impracticable for the Eurocurrency Committed Loans or Fronted Loans, as applicable, comprising such Advance or such Letter of Credit to be denominated in the currency specified by the applicable Borrower, then the Administrative Agent shall

forthwith give notice thereof to such Borrower and the Lenders, and such Loans or such Letter of Credit shall not be denominated in such currency but shall, in the case of Eurocurrency Committed Loans, be made on such Borrowing Date as Floating Rate Loans or issued on such date in Dollars, in the case of Letters of Credit, be issued on such date in Dollars and, in the case of Fronted Loans, be made on such Borrowing Date as Fixed Rate Loans on such date in Dollars, in an aggregate principal amount or face amount equal to the Dollar Amount of the aggregate principal amount or face amount specified in the related Committed Borrowing Notice, LOC Documents or Fronted Borrowing Notice, as applicable, unless such Borrower notifies the Administrative Agent at least one Business Day before such date that it elects not to borrow or have such Letter of Credit issued on such date.

(k) Lending Installations. Subject to Section 3.06, each Lender may (i) from time to time book its Loans at any Lending Installation(s) selected by such Lender, and (ii) by written or telecopy notice to the Administrative Agent (and, if applicable, the Fronting Agent) and the Borrowers, designate (or change any such prior designation) a Lending Installation through which Loans of a particular Type will be made by it and for whose account payments on such Loans are to be made. All terms of this Credit Agreement shall apply to any such Lending Installation and any Notes of a Lender shall be deemed held by such Lender for the benefit of its appropriate Lending Installation. Each Lender will notify the Administrative Agent (and, if applicable, the Fronting Agent) and Whirlpool on or prior to the date of this Credit Agreement of the Lending Installation which it intends to utilize for each Type and currency of Loan hereunder.

(l) Withholding Tax Exemption.

(i) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall:

(A) (1) on or before the date of any payment by a Borrower incorporated in the United States under this Credit Agreement to such Lender, deliver to the Borrowers incorporated in the United States and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, or successor applicable form, as the case may be, certifying that it is entitled to receive payments under this Credit Agreement, including any fees, without deduction or withholding of any United States federal income taxes;

(2) deliver to the Borrowers and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrowers; and

(3) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrowers or the Administrative Agent; or

(B) in the case of any such Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (1) represent to the Borrowers (for the benefit of the Borrowers, the Administrative Agent and the Fronting Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (2) agree to furnish to the Borrowers, on or before the date of any payment by the Borrowers, with a copy to the Administrative Agent, two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, or successor applicable form certifying to such Lender’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made under this Credit Agreement (and to deliver to the Borrowers, the Administrative Agent and the Fronting Agent two further copies of such form on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrowers or the Administrative Agent for filing and completing such forms), and (3) agree, to the extent legally entitled to do so, upon reasonable request by the Borrowers, to provide to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Credit Agreement; provided, that any Lender that delivers the forms and representation provided in this clause (B) must also deliver to the Borrower or Administrative Agent two accurate, complete and signed copies of either Internal Revenue Service Form W-8BEN or W-8ECI, or, in each case, an applicable successor form, establishing a complete exemption from withholding of United States federal income tax imposed on the payment of any fees, if applicable, to such Lender.

Notwithstanding the above, if any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrowers and the Administrative Agent then such Lender shall be exempt from such requirements. Each Person that shall become a Lender or a participant of a Lender pursuant to Section 13.02 or 13.03 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this subsection (i); provided that in the case of a participant of a Lender, the obligations of such participant of a Lender pursuant to this subsection (i) shall be determined as if the participant of a Lender were a Lender except that such participant of a Lender shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

(ii) If any withholding, deduction or other taxes (whether United States, Netherlands or otherwise) shall be or become applicable after the date of this Credit Agreement to any payments by the Borrowers to a Lender hereunder, such Lender shall use reasonable efforts to make, fund or maintain the Loan or Loans, as the case may be, through another lending office located in another jurisdiction so as to reduce, to the fullest extent possible, the Borrowers’ liability hereunder, if the making, funding or maintenance of such Loan or Loans through such other office does not, in the reasonable judgment of the Lender, materially affect the Lender of such Loan.

(m) Allocation of the Aggregate Commitment Among the Borrowers. The Borrowers understand and agree that (i) subject to the terms and conditions of this Credit Agreement, the Lenders will honor Committed Borrowing Notices, Competitive Bid Borrowing Notices, requests for the issuance of Letters of Credit and Fronted Borrowing Notices in the order received by the Administrative Agent or the Fronting Agent, as applicable, and (ii) as a result, one or more of the Borrowers may be unable to borrow or increase borrowings hereunder if other Borrowers have already borrowed hereunder in amounts which have caused the Dollar Amount of the aggregate outstanding principal amount of the Loans plus the outstanding LOC Obligations to equal the Aggregate Commitment.

Section 2.09. Borrowing Subsidiaries; Additional Borrowing Subsidiaries.

Whirlpool may at any time or from time to time, with the consent of the Administrative Agent, which consent shall not be unreasonably withheld, designate any of its Subsidiaries (other than any Subsidiary having its seat or its center of management in Austria) to become an “Additional Borrowing Subsidiary” (and thereby a “Borrowing Subsidiary” and a “Borrower”) hereunder by satisfying the conditions precedent set forth in Section 5.02. Upon satisfaction of such conditions precedent such Subsidiary shall for all purposes be a party hereto as a Borrower as fully as if it had executed and delivered this Credit Agreement. So long as the principal of and interest on any Advances made to any Borrowing Subsidiary under this Credit Agreement and any LOC Obligations of such Borrowing Subsidiary shall have been repaid or paid in full and all other obligations of such Borrowing Subsidiary under this Credit Agreement shall have been fully performed (and all Letters of Credit issued for the account of such Borrowing Subsidiary have been fully cash-collateralized to the satisfaction of the Administrative Agent and the Issuing Lender), Whirlpool may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Borrowing Subsidiary’s status as a Borrower hereunder; provided, however, that Whirlpool shall concurrently terminate, if applicable, the status as a Borrower hereunder of any Subsidiary of the terminated Borrowing Subsidiary.

Section 2.10. Regulation D Compensation.

Each Lender may require each Borrower to pay, contemporaneously with each payment of interest on its Eurocurrency Committed Loans and Fronted Loans, additional interest on the related Eurocurrency Committed Loan or Fronted Loan of such Lender at a rate per annum determined by such Lender up to but not exceeding the excess of (i) (A) the Eurocurrency Base

Rate then in effect for such Loan divided by (B) one minus the Reserve Requirement applicable to such Lender over (ii) such Eurocurrency Base Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the Eurocurrency Committed Loans or Fronted Loans of such Lender to such Borrower shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three Business Days after the giving of such notice and (y) shall notify such Borrower at least five Business Days prior to each date on which interest is payable on its Eurocurrency Committed Loans or Fronted Loans of the amount then due such Lender under this Section.

ARTICLE 3

CHANGE IN CIRCUMSTANCES

Section 3.01. Taxes.

(a) Payments to be Free and Clear. Except as otherwise provided in Section 3.01(c), all sums payable by each Borrower under the Loan Documents, whether in respect of principal, interest, fees or otherwise, shall be paid without deduction for any present and future taxes, levies, imposts, deductions, charges or withholdings imposed by any government or any political subdivision or taxing authority thereof (but excluding franchise taxes and any tax imposed on or measured by the net income, receipts, profits or gains of any Lender) and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”), which amounts shall be paid by the applicable Borrower as provided in Section 3.01(b) below. The applicable Borrower will pay each Lender the amounts necessary such that the net amount of the principal, interest, fees or other sums received and retained by each Lender is not less than the amount payable under this Credit Agreement.

(b) Grossing-up of Payments. Except as otherwise provided in Section 3.01(c), if: (i) any Borrower or any other Person is required by law to make any deduction or withholding on account of any Taxes from any sum paid or expressed to be payable by such Borrower to any Lender under this Credit Agreement, or (ii) any party to this Credit Agreement (or any Person on its behalf) other than a Borrower is required by law to deduct or withhold any Tax from, or make a payment of Taxes with respect to, any such sum received or receivable by any Lender under this Credit Agreement:

(A) the applicable party shall notify the Administrative Agent and, if such party is not the applicable Borrower, the Administrative Agent will notify the applicable Borrower of any such requirement or any change in any such requirement as soon as such party becomes aware of it;

(B) the applicable Borrower shall pay all Taxes before the date on which penalties attached thereto become due and payable, such payment to be made (if the liability to pay is imposed on such Borrower) for its own account or

(if that liability is imposed on any other party to this Credit Agreement) on behalf of and in the name of that party;

(C) the sum payable by the applicable Borrower in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment of Taxes) a sum equal to that which it would have received and so retained had no such deduction, withholding or payment of Taxes been required or made; and

(D) within thirty days after payment of any sum from which the applicable Borrower is required by law to make any deduction or withholding of Taxes, and within thirty days after the due date of payment of any Tax or other amount which it is required to pay pursuant to the foregoing subsection (B) of this Section 3.01(b), the applicable Borrower shall deliver to the Administrative Agent all such certified documents and other evidence as to the making of such deduction, withholding or payment as (x) are satisfactory to the affected parties as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority, and (y) are required by any such party to enable it to claim a tax credit with respect to such deduction, withholding or payment.

(c) Conditions to Gross-up. Notwithstanding any provision of this Section 3.01 to the contrary, no Borrower shall have any obligation to pay any Taxes pursuant to this Section 3.01, or to pay any amount to the Administrative Agent or any Lender pursuant to this Section 3.01, to the extent that such amount results from the failure of any Lender or the Administrative Agent or Fronting Agent to comply with its obligations pursuant to Section 2.08(l) or Section 13.05.

(d) Refunds. If any Lender receives a refund in respect of Taxes paid by any Borrower, it shall promptly pay such refund, together with any other amounts paid by such Borrower pursuant to Section 3.01 in connection with such refunded Taxes, to such Borrower, provided that such Borrower agrees to promptly return such refund to the applicable Lender after it receives notice from the applicable Lender that it is required to repay such refund. Nothing in this Section shall be deemed to require any Lender to disclose confidential tax information.

Section 3.02. Increased Costs.

If, at any time after the date of this Credit Agreement, the adoption of any applicable law or the application of any applicable governmental or quasi-governmental rule, regulation policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith,

(i) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than amounts paid pursuant to Section 2.10 and other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Committed Advances or Fronted Advances), or

(ii) imposes any other condition (not being included within the Taxes covered by Section 3.01), the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining Eurocurrency Loans or Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Eurocurrency Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurocurrency Loans held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the applicable Borrower or Whirlpool shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Eurocurrency Loans or Letters of Credit and its Commitment to make Eurocurrency Loans or issue or participate in Letters of Credit; provided, however, that any amount payable pursuant to this Section 3.02 shall be limited to the amount incurred from and after the date one hundred fifty days prior to the date that such Lender makes such demand; and provided, further, that any amount payable pursuant to this Section 3.02 shall be paid by the applicable Borrower to the extent that such amount is reasonably allocable to such Borrower and the Advances made to it and shall otherwise be payable by Whirlpool.

Section 3.03. Changes in Capital Adequacy Regulations.

If a Lender determines that the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereafter defined), then, within 15 days of demand by such Lender (with a copy of such demand to the Administrative Agent), the applicable Borrower or Whirlpool shall pay such Lender the amount which such Lender reasonably determines is necessary to compensate it for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Credit Agreement, its Loans, its Letters of Credit or its obligation to make Loans or issue Letters of Credit hereunder (after taking into account such Lender’s policies as to capital adequacy); provided, however, that any amount payable pursuant to this Section 3.03 shall be limited to the amount incurred from and after the date one hundred fifty days prior to the date that such Lender makes such demand; and provided, further, that any amount payable pursuant to this Section 3.02 shall be paid by the applicable Borrower to the extent that such amount is reasonably allocable to such Borrower and the Advances made to it and shall otherwise be payable by Whirlpool. “Change” means (i) any change after the date of this Credit Agreement in the Risk-Based Capital Guidelines (as hereafter defined), or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or

directive (whether or not having the force of law) after the date of this Credit Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (x) the risk-based capital guidelines in effect in the United States on the date of this Credit Agreement, including transition rules, and (y) the corresponding capital regulations promulgated by regulatory authorities outside the United States in effect on the date of this Credit Agreement, including transition rules.

Section 3.04. Availability of Types and Currencies.

If any Lender determines that maintenance at a suitable Lending Installation of any Type of its Eurocurrency Loans or any Letter of Credit denominated in any Agreed Currency would violate any applicable law, rule, regulation or directive, whether or not having the force of law, and notifies the Borrowers and the Administrative Agent of such determination, then the affected currency shall cease to be an Agreed Currency and the Administrative Agent and the Fronting Agent shall suspend the availability of the affected Type and currency of Advance and Letters of Credit and, if such Lender determines that it is necessary, require that any Eurocurrency Loan of the affected Type and currency be repaid or any Letters of Credit denominated in the affected currency be cash collateralized. If any Lender determines that deposits of a type and maturity appropriate to match fund Eurocurrency Committed Advances or Fronted Advances denominated in any Agreed Currency are not available, then the affected currency shall cease to be an Agreed Currency and the Administrative Agent and the Fronting Agent shall suspend the availability of Eurocurrency Committed Advances or Fronted Advances denominated in the affected currency. If any Lender determines that the combination of the interest rate applicable to Eurocurrency Committed Advances, Letters of Credit and Fronted Advances denominated in any Agreed Currency and payments due pursuant to Sections 3.01 and 3.02 with respect to such Eurocurrency Committed Advances, such Letters of Credit or such Fronted Advances does not accurately reflect the cost of making or maintaining Eurocurrency Committed Advances, Letters of Credit and Fronted Advances in the affected currency, then the affected currency shall cease to be an Agreed Currency and the Administrative Agent and the Fronting Agent shall suspend the availability of Eurocurrency Committed Advances, Letters of Credit and Fronted Advances denominated in the affected currency.

Section 3.05. Funding Indemnification.

If any payment of a Fixed Rate Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Fixed Rate Loan is not made on the date specified by the applicable Borrower for any reason other than default by a Lender, such Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Fixed Rate Loan (but excluding loss of profits).

Section 3.06. Mitigation of Additional Costs or Adverse Circumstances.

If, in respect of any Lender, circumstances arise which would or would upon the giving of notice result in:

(i) an increase in the liability of a Borrower to such Lender under Section 3.01, 3.02 or 3.03;

(ii) the unavailability of a Type or currency of Committed Advance or Fronted Advance under Section 3.04; or

(iii) a Lender being unable to deliver the forms required by Section 2.08(l);

then, without in any way limiting, reducing or otherwise qualifying the applicable Borrower’s obligations under any of the Sections referred to above in this Section 3.06, such Lender shall promptly upon becoming aware of the same notify the Administrative Agent thereof and shall, in consultation with the Administrative Agent and Whirlpool and to the extent that it can do so without disadvantaging itself, take such reasonable steps as may be reasonably open to it to mitigate the effects of such circumstances (including, without limitation, the designation of an alternate Lending Installation or the transfer of its Loans to another Lending Installation). If and so long as a Lender has been unable to take, or has not taken, steps acceptable to Whirlpool to mitigate the effect of the circumstances in question, such Lender shall be obliged, at the request and expense of Whirlpool, to assign all its rights and obligations hereunder to another Person nominated by Whirlpool with the approval of the Administrative Agent and each Issuing Lender (which shall not be unreasonably withheld) and willing to participate in the facility in place of such Lender; provided that (i) all obligations owed to such assigning Lender (including, if such Lender is the Issuing Lender, the cancellation or replacement of or other accommodation with respect to outstanding Letters of Credit in a manner satisfactory to it) shall be paid in full and (ii) such Person satisfies all of the requirements of this Credit Agreement including, but not limited to, providing the forms required by Sections 2.08(l) and 13.03(b). Notwithstanding any such assignment, the obligations of the Borrowers under Sections 3.01, 3.02, 3.03 and 10.06 shall survive any such assignment and be enforceable by such Lender.

Section 3.07. Lender Statements; Survival of Indemnity.

Each Lender shall deliver to the applicable Borrower and Whirlpool a written statement of such Lender as to the amount due, if any, under Section 3.01, 3.02, 3.03 or 3.05. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the applicable Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Fixed Rate Loan shall be calculated as though each Lender funded its Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Fixed Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement shall be payable within 15 days after receipt by the applicable Borrower and Whirlpool of the written statement. The obligations of any Borrower under Sections 3.01, 3.02, 3.03 or 3.05 shall survive payment of any other of such Borrower’s Obligations and the termination of this Credit Agreement.

ARTICLE 4

GUARANTY

Section 4.01. Guaranty.

For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make Advances and issue or participate in Letters of Credit to each of the Borrowing Subsidiaries, Whirlpool hereby irrevocably, absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future obligations of each of the Borrowing Subsidiaries to the Administrative Agent, the Fronting Agent and the Lenders, or any of them, under or with respect to the Loan Documents, whether for principal, interest (including, without limitation, all interest accruing subsequent to the commencement of any case, proceeding or other action relating to any Borrowing Subsidiary under the Bankruptcy Code or any similar law with respect to the bankruptcy, insolvency or reorganization of any Borrowing Subsidiary, and all interest which, but for any such case, proceeding or other action would otherwise accrue), fees, expenses or otherwise (collectively, the “Guaranteed Obligations”). Whirlpool also agrees that all payments under this guaranty shall be made in the same currency and manner as provided herein for the Guaranteed Obligations.

Section 4.02. Waivers.

Whirlpool waives notice of the acceptance of this guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Whirlpool further waives presentment, protest, notice of notices delivered or demand made on any Borrowing Subsidiary or action or delinquency in respect of the Guaranteed Obligations or any part thereof, including any right to require the Administrative Agent, the Fronting Agent and the Lenders to sue any Borrowing Subsidiary, any other guarantor or any other Person obligated with respect to the Guaranteed Obligations or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Obligations or any part thereof.

Section 4.03. Guaranty Absolute.

This guaranty is a guaranty of payment and not of collection, it is a primary obligation of Whirlpool and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by, any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the

Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the Fronting Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (i) the failure of Whirlpool or any Borrowing Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which Whirlpool may have at any time against any Borrowing Subsidiary, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not Whirlpool shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that Whirlpool’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrowing Subsidiary of the Guaranteed Obligations in the manner agreed upon between such Borrowing Subsidiary and the Administrative Agent and the Lenders.

Section 4.04. Continuing Guaranty.

The Lenders may make or continue Loans to and issue Letters of Credit for the account of any of the Borrowing Subsidiaries from time to time without notice to or authorization from Whirlpool regardless of the financial or other condition of any Borrowing Subsidiary at the time any Loan is made or continued or any Letter of Credit is issued, and no Lender shall have any obligation to disclose or discuss with Whirlpool its assessment of the financial condition of any of the Borrowing Subsidiaries. This guaranty shall continue in effect, notwithstanding any extensions, modifications, renewals or indulgences with respect to, or substitution for, the Guaranteed Obligations or any part thereof, until all of the Guaranteed Obligations shall have been paid in full and all of the Commitments shall have expired or been terminated.

Section 4.05. Delay of Subrogation.

Until the Guaranteed Obligations have been paid in full, Whirlpool shall not exercise any right of subrogation with respect to payments made by Whirlpool pursuant to this guaranty.

Section 4.06. Acceleration.

Whirlpool agrees that, as between Whirlpool on the one hand, and the Lenders, the Fronting Agent and the Administrative Agent, on the other hand, the obligations of any Borrowing Subsidiary guaranteed under this Article 4 may be declared to be forthwith due and payable, or may be deemed automatically to have been accelerated, as provided in Section 9.01 for purposes of this Article 4, notwithstanding any stay, injunction or other prohibition (whether in a bankruptcy proceeding affecting such Borrowing Subsidiary or otherwise) preventing such declaration as against such Borrowing Subsidiary and that, in the event of such declaration or automatic acceleration, such obligations (whether or not due and payable by such Borrowing Subsidiary) shall forthwith become due and payable by Whirlpool for purposes of this Article 4.

Section 4.07. Reinstatement.

The obligations of Whirlpool under this Article 4 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and Whirlpool agrees that it will indemnify the Administrative Agent, the Fronting Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, the Fronting Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

ARTICLE 5

CONDITIONS PRECEDENT

Section 5.01. Effectiveness.

This Credit Agreement shall not be effective and no Lender shall be required to make the initial Advance nor will the Issuing Lender be required to issue Letters of Credit hereunder to any Borrower which is an original signatory hereto (each, an “Original Borrower” and collectively, the “Original Borrowers”) until a date (the “Closing Date”) upon which the Original Borrowers have furnished or caused to be furnished to the Administrative Agent the following:

(i) A copy of the articles, certificate or charter of incorporation or similar document of each Original Borrower, certified by the Secretary or Assistant Secretary or other Authorized Representative of each Original Borrower or by the appropriate governmental officer in the jurisdiction of incorporation or organization of each Original Borrower within ten days of the Closing Date;

(ii) A certificate of good standing, to the extent applicable, for each Original Borrower from its jurisdiction of incorporation dated within ten days of the Closing Date;

(iii) A copy, certified as of the Closing Date by the Secretary or Assistant Secretary or other Authorized Representative of each Original Borrower, of its by-laws or similar governing document;

(iv) A copy, certified as of the Closing Date by the Secretary or Assistant Secretary or other Authorized Representative of each Original Borrower, of the resolutions of its Board of Directors (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of this Credit Agreement and the other Loan Documents to be executed by it;

(v) An incumbency certificate, executed as of the Closing Date by the Secretary or an Assistant Secretary of Whirlpool, which shall identify by name and title and bear the signature of all of the Authorized Officers, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Whirlpool;

(vi) An incumbency certificate, executed as of the Closing Date by the Secretary or an Assistant Secretary or other Authorized Representative of each Original Borrower, which shall identify by name and title and bear the signature of the officers of such Original Borrower authorized to sign this Credit Agreement and the other Loan Documents to be executed by such Original Borrower and to receive extensions of credit hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Original Borrower;

(vii) A certificate, signed by an Authorized Officer stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, and (ii) the representations and warranties contained in Article 6 are true and correct in all material respects;

(viii) Written opinions of counsel to each Original Borrower given upon the express instructions of each Original Borrower, each dated the Closing Date and addressed to the Administrative Agent and each of the Lenders, in form and substance satisfactory to the Administrative Agent;

(ix) Evidence of payment in full of all obligations under (and as defined in) the Existing 364-Day Credit Agreement which would be due and payable upon termination of such Existing 364-Day Credit Agreement and the termination of all commitments under the Existing 364-Day Credit Agreement;

(x) Since December 31, 2003, there has been no development or event relating to or affecting Whirlpool or any of its Subsidiaries that has had or could be reasonably expected to have a Material Adverse Effect; and

(xi) Such other documents and information as any Lender or its counsel may have reasonably requested.

Section 5.02. Initial Advance to Each Additional Borrowing Subsidiary.

No Lender shall be required to make an Advance nor shall the Issuing Lender be required to issue Letters of Credit hereunder to an Additional Borrowing Subsidiary unless such Additional Borrowing Subsidiary has furnished or caused to be furnished to the Administrative Agent the following:

(i) An Assumption Agreement executed and delivered by such Additional Borrowing Subsidiary and containing the written consent of Whirlpool at the foot thereof, as contemplated by Section 2.09;

(ii) A copy of the articles, certificate or charter of incorporation or other similar document of such Additional Borrowing Subsidiary, certified by the appropriate governmental officer in the jurisdiction of incorporation of such Additional Borrowing Subsidiary within ten days of the date of delivery;

(iii) A certificate of good standing, to the extent applicable, for such Additional Borrowing Subsidiary from its jurisdiction of incorporation dated within ten days of the date of delivery;

(iv) A copy, certified as of the date of delivery by the Secretary or Assistant Secretary of such Additional Borrowing Subsidiary, of its by-laws;

(v) A copy, certified as of the date of delivery by the Secretary or Assistant Secretary of such Additional Borrowing Subsidiary, of the resolutions of its Board of Directors (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of its Assumption Agreement and the other Loan Documents to be executed by it;

(vi) An incumbency certificate, executed as of the date of delivery by the Secretary or an Assistant Secretary of such Additional Borrowing Subsidiary, which shall identify by name and title and bear the signature of the officers of such Additional Borrowing Subsidiary authorized to sign its Assumption Agreement and the other Loan Documents to be executed by such Additional Borrowing Subsidiary and to receive extensions of credit hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Additional Borrowing Subsidiary; and

(vii) Written opinions of counsel to such Additional Borrowing Subsidiary given upon the express instructions of each Additional Borrowing Subsidiary, each dated the date of delivery and addressed to the Administrative Agent and each of the Lenders, in form and substance satisfactory to the Administrative Agent.

Section 5.03. Each Extension of Credit.

No Lender shall be required to make any Advance (including, without limitation, the initial Advance hereunder) nor shall the Issuing Lender be required to issue any Letter of Credit, unless on the applicable Borrowing Date:

(i) Prior to and after giving effect to such Advance or issuance of such Letter of Credit there exists no Default or Unmatured Default;

(ii) The representations and warranties contained in Article 6 are true and correct as of such Borrowing Date or date of issuance of any Letter of Credit (except the representations and warranties set forth in Sections 6.04, 6.05 and 6.07, which representations and warranties shall be true and correct as of the respective dates specified therein);

(iii) All legal matters incident to the making of such Advance or issuance of such Letter of Credit shall be reasonably satisfactory to the Lenders and their counsel; and

(iv) The applicable Borrower shall have delivered the applicable notices described in Section 2.03(a), 2.04(b), 2.05(f) or 2.06(e).

Each request for extension of credit hereunder shall constitute a representation and warranty by the applicable Borrower that the conditions contained in Sections 5.03(i) and (ii) have been satisfied.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Each of the Borrowers represents and warrants to the Lenders that:

Section 6.01. Existence and Standing.

It and each of its Material Subsidiaries is duly incorporated or otherwise organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

Section 6.02. Authorization and Validity.

It has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. Its execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate or other proceedings, and the Loan Documents to

which it is a party constitute its legal, valid and binding obligations enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of money) contained herein or therein may be limited by equitable principles generally and by principles of good faith and fair dealing.

Section 6.03. No Conflict; Government Consent.

Neither its execution and delivery of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor its compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or any of its Subsidiaries or the articles, certificate or charter of incorporation or by-laws or other organizational documents of it or any of its Subsidiaries or the provisions of any indenture, instrument or agreement to which it or any of its Subsidiaries is a party or is subject, or by which it or its Property is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the Property of it or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, in any such case which violation, conflict, default, creation or imposition has not had or could not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, its execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents to which it is a party other than those the absence of which has not had or could not reasonably be expected to have a Material Adverse Effect.

Section 6.04. Financial Statements.

The December 31, 2003 financial statements of Whirlpool and its Consolidated Subsidiaries were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the financial condition of Whirlpool and its Consolidated Subsidiaries at such date and the results of their operations for the period then ended.

Section 6.05. Material Adverse Change.

As of the date of this Credit Agreement, there has been no change since December 31, 2003 in the business, Property, condition (financial or otherwise) or results of operations of Whirlpool and its Consolidated Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Section 6.06. Taxes.

Whirlpool and its Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed and have paid all taxes due pursuant

to said returns or pursuant to any assessment received by Whirlpool or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. No material tax liens have been filed and no material claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Whirlpool and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

Section 6.07. Litigation and Contingent Obligations.

As of the date of this Credit Agreement, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to its knowledge, threatened against or affecting it or any of its Subsidiaries which has had or could reasonably be expected to have a Material Adverse Effect, and neither it nor any of its Subsidiaries has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 6.04.

Section 6.08. ERISA.

No member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $50,000,000 in the aggregate. Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, no member of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan.

Section 6.09. Accuracy of Information.

No information or report furnished by it to the Administrative Agent, the Fronting Agent or the Lenders in connection with the negotiation of, or compliance with, the Loan Documents contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not misleading.

Section 6.10. Material Agreements.

Neither it nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing any Indebtedness or Off-Balance Sheet Obligations with an outstanding principal amount (or implied or attributed principal amount) in excess of $50,000,000.

Section 6.11. Compliance with Laws.

It and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except where non-compliance with any such statute, rule, regulation,

order or restriction cannot reasonably be expected to have a Material Adverse Effect. Neither it nor any of its Subsidiaries has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect.

Section 6.12. Public Utility Holding Company Act.

Neither Whirlpool nor any of its Subsidiaries is a “holding company” or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

Section 6.13. Investment Company Act.

Neither Whirlpool nor any of its Subsidiaries is an “investment company” or an “affiliated person” thereof or an “affiliated person” of such affiliated person as such terms are defined in the Investment Company Act of 1940, as amended.

Section 6.14. Environmental Matters.

In the ordinary course of its business, Whirlpool conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of Whirlpool and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or hazardous substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, Whirlpool has concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, would not reasonably be expected to have a Material Adverse Effect.

Section 6.15 Proper Legal Form.

Each Loan Document to which a Borrower that is not domiciled in the United States is a party is in proper legal form under the law of the jurisdiction in which such Borrower is organized, formed or incorporated for the enforcement thereof against such Borrower under the law of such jurisdiction. To ensure the legality, validity, enforceability or admissibility in evidence of each such Loan Document in such jurisdiction, it is not necessary that any such Loan Document or any other document be filed or recorded with any court or other authority of such

jurisdiction or that any stamp or similar tax be paid on or in respect of any such Loan Documents.

Section 6.16 Solvency.

Immediately after giving effect to each Advance or Letter of Credit made or issued on or after the Closing Date, (a) each of the applicable Borrower and Whirlpool is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) neither such Borrower nor Whirlpool intends to, nor does it believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) neither such Borrower nor Whirlpool is engaged in a business or a transaction, nor is it about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital, (d) the fair value of the assets of each of such Borrower and Whirlpool is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of each of such Borrower and Whirlpool is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Section 6.17 Tax Shelter Regulations.

The Borrowers do not intend to treat the Advances as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event any Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If any Borrower so notifies the Administrative Agent, such Borrower acknowledges that one or more of the Lenders may treat its Advances as part of a transaction that is subject to Treasury Regulation Section ###-###-####-1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.

Section 6.18 Representations of Dutch Borrowers.

(a) Each Dutch Borrower is in compliance with the applicable provisions of the Dutch Banking Act and any implementing regulations, including, without limitation, the Dutch Exemption Regulation; and

(b) Each Dutch Borrower has verified the status of each Lender as a Professional Market Party.

ARTICLE 7

COVENANTS

During the term of this Credit Agreement, unless the Required Lenders shall otherwise consent in writing:

Section 7.01. Financial Reporting.

The Borrowers will maintain, for Whirlpool and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Administrative Agent, for distribution to the Lenders:

(i) Within 90 days after the close of each of Whirlpool’s fiscal years, an unqualified audit report certified by independent certified public accountants of recognized national standing selected by Whirlpool, prepared in accordance with generally accepted accounting principles on a consolidated basis for Whirlpool and its Consolidated Subsidiaries, including a consolidated balance sheet as of the end of such period and related consolidated statements of earnings and cash flows, and accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof;

(ii) Within 60 days after the close of each of the first three quarterly periods of each of Whirlpool’s fiscal years, for Whirlpool and the Consolidated Subsidiaries, an unaudited consolidated balance sheet as at the close of such period and a consolidated statement of earnings and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified, subject to year-end audit adjustments, by an Authorized Officer;

(iii) Together with the financial statements required pursuant to clauses (i) and (ii) above, a compliance certificate in substantially the form of Exhibit “G” hereto signed by an Authorized Officer showing the calculations necessary to determine compliance with this Credit Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof;

(iv) Promptly upon the furnishing thereof to the shareholders of Whirlpool, copies of all financial statements, reports and proxy statements so furnished;

(v) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Whirlpool or any of its Subsidiaries files with the Securities and Exchange Commission;

(vi) If and when Whirlpool or any member of the Controlled Group (A) gives or is required to give notice to the PBGC of any Reportable Event with respect to any

Plan which would constitute grounds for a termination of such Plan under ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any Reportable Event, (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA, (C) receives notice that any Multiemployer Plan is in reorganization under Section 4242 of ERISA or may become insolvent under Section 4245 of ERISA, or (D) receives notice from the PBGC that it will institute proceedings asserting liability under Title IV of ERISA or to terminate a Plan under Section 4042 of ERISA or will apply to the appropriate United States District Court to seek the appointment of a trustee to administer any Plan, then, in each such event, Whirlpool shall deliver to the Administrative Agent copies of such notice given, required to be given or received, as the case may be; provided that Whirlpool shall be required to deliver copies of the notices referred to in this Section 7.01(vi) only to the extent that it knows or should know of the giving or receipt of such a notice;

(vii) Within a reasonable time after receipt of a request therefor, which time shall in any event be not less than two days nor more than thirty days, such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request; and

(viii) Promptly after a Borrower has notified the Administrative Agent of any intention by such Borrower to treat the Advances as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form.

Section 7.02. Use of Proceeds.

Each of the Borrowers will use the proceeds of the Advances and the issuance of Letters of Credit only for general corporate purposes (including the financing of Acquisitions) and to repay outstanding Advances or replace existing Letters of Credit. No Borrower will, and no Borrower will permit any of its Subsidiaries to, use any of the proceeds of the Advances to (i) purchase or carry any “margin stock” (as defined in Regulation U) or in contravention of Regulation X or (ii) make an Acquisition of capital stock of another Person unless the board of directors (or other comparable governing body) of such Person has duly approved such Acquisition.

Section 7.03. Notice of Default.

Promptly after any Authorized Officer referenced in clauses (i), (ii) or (iii) of the definition of Authorized Officer or any assistant treasurer becomes aware of the occurrence of any Default or Unmatured Default, Whirlpool will give notice in writing to the Administrative Agent of the occurrence of such Default or Unmatured Default.

Section 7.04. Existence.

Each of the Borrowers will, and will cause each of its Subsidiaries to, do all things necessary to remain duly incorporated or otherwise organized, validly existing and (to the extent

applicable) in good standing in its jurisdiction of incorporation or organization and maintain all requisite authority to conduct its business in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business is such that failure to maintain such authority has resulted or could result in a Material Adverse Effect; provided, however, that the existence of any Subsidiary which is not a Borrower may be terminated and any right, franchise or license of any Subsidiary which is not a Borrower may be terminated or abandoned if in the good faith judgment of the appropriate officer or officers of Whirlpool, such termination or abandonment is in its best interest and is not materially disadvantageous to the Lenders.

Section 7.05. Taxes.

Each of the Borrowers will, and will cause each of its Subsidiaries to, pay when due all material taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings diligently conducted (or, in the case of any such tax, those the payment of which can be delayed without penalty) and with respect to which adequate reserves have been set aside.

Section 7.06. Insurance.

Each of the Borrowers will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies, or by way of such self-insurance as Whirlpool considers appropriate, insurance on its Property in such amounts and covering such risks of loss of a character usually insured by corporations of comparable size and financial strength and with comparable risks.

Section 7.07. Compliance with Laws.

Each of the Borrowers will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject (including, without limitation, all laws, rules or regulations under ERISA and all environmental laws and regulations) which, if violated, could reasonably be expected to have a Material Adverse Effect.

Section 7.08. Inspection.

Each of the Borrowers will, and will cause each of its Subsidiaries to, permit the Lenders, by their respective representatives and agents, to inspect at all reasonable times, and at the risk and expense of the inspecting party, any of the Properties, corporate books and financial records of such Borrower and each of its Subsidiaries, to examine and make copies (subject to any confidentiality agreement reasonably acceptable to the applicable Borrower and the inspecting party, copyright laws and similar reasonable requirements) of the books of accounts and other financial records of such Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of such Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Lenders may designate.

Section 7.09. Consolidations, Mergers, Dissolution and Sale of Assets.

Whirlpool will not, nor will it permit any Borrowing Subsidiary to, sell, lease, transfer or otherwise dispose of all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or to dissolve or to consolidate with or merge into any Person or permit any Person to merge into it, except that (i) Whirlpool or such Borrowing Subsidiary may consolidate with or merge into, any other Person, or permit another Person to merge into it so long as (a) if such transaction involves Whirlpool, Whirlpool shall be the continuing or surviving Person, (b) subject to clause (a), if such transaction involves a Borrowing Subsidiary, a Borrowing Subsidiary shall be the continuing or surviving Person and (c) immediately after such merger or consolidation or sale, there shall not exist any Default or Unmatured Default and (ii) a Borrowing Subsidiary may sell all or substantially all of its assets to Whirlpool.

Section 7.10. Liens.

No Borrower will, nor will any Borrower permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in or on any of its Property, except:

(i) Liens existing on the date of this Credit Agreement securing Indebtedness outstanding on the date of this Credit Agreement;

(ii) Liens for taxes not delinquent and Liens for taxes which are being contested in good faith and by appropriate proceedings diligently conducted and in respect to which such Borrower or such Subsidiary, as the case may be, shall have set aside on its books an adequate reserve;

(iii) purchase money Liens (including those incurred in connection with synthetic leases) on fixed assets or other physical Properties hereafter acquired and not theretofore owned by any Borrower or any Subsidiary of a Borrower (provided such Liens are created at the time of acquisition or within 90 days thereafter), and Liens existing on the date of acquisition on fixed assets or other physical Properties acquired by any Borrower or any Subsidiary of a Borrower after the date hereof and not theretofore owned by any Borrower or any Subsidiary of a Borrower, if in each such case, such fixed assets or physical Properties are not or shall not thereby become encumbered in an amount in excess of the fair market value thereof at the time such Lien was or will be created (as determined in good faith by the Board of Directors of such Borrower or such Subsidiary, as the case may be) plus any amount in excess of such fair market value which shall have been applied to Section 7.10(xvi) below, and refundings or extensions of the foregoing Liens for amounts not exceeding the principal amounts so refunded or extended and applying only to the same fixed assets or physical Property theretofore subject to such Lien and fixtures and building improvements thereon;

(iv) (A) any deposit or pledge as security for the performance of any contract or understanding not directly or indirectly in connection with the borrowing of money or

the security of Indebtedness, if made and continuing in the ordinary course of business, (B) any deposit or pledge with any governmental agency required or permitted to qualify any Borrower or any Subsidiary of a Borrower to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, (C) deposits or pledges made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s or warehousemen’s Liens or the release of property in the possession of a common carrier, (D) easements, licenses, franchises or minor encumbrances on or over any real property which do not materially detract from the value of such real property or its use in the business of the applicable Borrower or Subsidiary, or (E) other deposits or pledges similar to those referred to in clauses (B) and (C) of this Section 7.10(iv), if made and continuing in the ordinary course of business;

(v) Liens of carriers, warehousemen, mechanics, laborers and materialmen for sums not yet due or being contested in good faith and by appropriate proceedings diligently conducted, if such reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor;

(vi) Liens on Property of any Subsidiary of a Borrower exclusively in favor of one or more of the Borrowers or other Subsidiaries of a Borrower;

(vii) mortgages, pledges, Liens or charges existing on Property acquired by any Borrower or any Subsidiary of a Borrower through the exercise of rights arising out of defaults on receivables of any Borrower or any Subsidiary of a Borrower;

(viii) any banker’s Lien or right of offset on moneys of any Borrower or any Subsidiary of a Borrower in favor of any lender or holder of its commercial paper deposited with such lender or holder in the ordinary course of business;

(ix) Liens securing Indebtedness in respect of lease obligations which with respect to any Borrower or any Subsidiary of a Borrower constitute Non-Recourse Obligations;

(x) interests of lessees in Property owned by any Borrower or any Subsidiary of a Borrower where such interests are created in the ordinary course of their respective leasing activities and are not created directly or indirectly in connection with the borrowing of money or the securing of Indebtedness by any Borrower or any Subsidiary of a Borrower;

(xi) Liens incidental to the conduct of the business of any Borrower or any Subsidiary of a Borrower or the ownership of their respective Properties which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of their Properties or materially impair the use thereof in the operation of their businesses;

(xii) Judgment liens which are not a Default under Section 8.08;

(xiii) Liens in favor of customs and revenue authorities arising as a matter of law or regulation to secure the payment of customs duties in connection with the importation of goods and deposits made to secure statutory obligations in the form of excise taxes;

(xiv) Statutory liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof;

(xv) Liens arising from precautionary UCC financing statement filings regarding operating leases; and

(xvi) Liens in addition to the Liens permitted by Sections 7.10(i) through (xv), inclusive; provided that such Liens may not exist if: (a) the value of all assets subject to such Liens at any time exceeds an amount equal to 15% of the value of all assets of Whirlpool and its Consolidated Subsidiaries or (b) the value of all assets located in the United States of America subject to such Liens at any time exceeds an amount equal to 5% of the value of all assets of Whirlpool and its Consolidated Subsidiaries, in each case, as shown on its most recent audited consolidated balance sheet and as determined in accordance with generally accepted accounting principles or (c) the incurrence of the Indebtedness or Off-Balance Sheet Obligations to be secured by such Liens would cause a violation of Section 7.11.

Section 7.11. Subsidiary Indebtedness.

Whirlpool will not permit its Subsidiaries to, contract, create, incur, assume or permit to exist Indebtedness or Off-Balance Sheet Obligations if the sum of: (i) the aggregate amount of all Indebtedness and Off-Balance Sheet Obligations contracted, created, incurred, assumed or permitted by a Subsidiary of Whirlpool (other than Indebtedness incurred by a Borrowing Subsidiary under this Credit Agreement) plus (ii) without duplication, the amount of all Indebtedness and Off-Balance Sheet Obligations subject to a Lien (other than Liens permitted by Sections 7.10(i) through (xv) inclusive) exceeds 15% of the value of all assets of Whirlpool and its Consolidated Subsidiaries, as shown on its most recent audited consolidated balance sheet and as determined in accordance with generally accepted accounting principles.

Section 7.12. Leverage Ratio.

Whirlpool shall maintain, as of the last day of each fiscal quarter of Whirlpool, a Leverage Ratio of less than or equal to 3.0 to 1.0.

Section 7.13. Interest Coverage Ratio.

Whirlpool shall maintain, as of the last day of each fiscal quarter of Whirlpool, an Interest Coverage Ratio of greater than or equal to 2.0 to 1.0.

Section 7.14. Ownership of Borrowing Subsidiaries.

Each Borrowing Subsidiary shall at all times be a wholly-owned Subsidiary of Whirlpool.

Section 7.15. Transactions with Affiliates.

Whirlpool will not, and will not permit any Subsidiary to, directly or indirectly, pay any material amount of funds to or for the account of, make any material investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Indebtedness, or otherwise) in, lease, sell, transfer or otherwise dispose of any material assets, tangible or intangible, to, or participate in, or effect, any material transaction with, any Affiliate except on an arms-length basis on terms at least as favorable to Whirlpool or such Subsidiary as would have been obtained from a third party who was not an Affiliate.

Section 7.16. Limitation on Restricted Actions.

No Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s capital stock (or other equity interests), (b) pay any Indebtedness owed to any Borrower, (c) make loans or advances to any Borrower or (d) transfer any of its property to any Borrower, except for (i) encumbrances or restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) agreements in existence and as in effect on the Closing Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iv) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (v) pursuant to customary restrictions and conditions contained in any agreement relating to any sale of assets not prohibited hereunder pending the consummation of such sale and (vi) customary non-assignment provisions in contracts.

Section 7.17. Limitation on Negative Pledges.

No Borrower will, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Closing Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (c) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (d) customary restrictions and conditions contained in any agreement relating

to the sale of any assets not prohibited hereunder pending the consummation of such sale, (vi) customary non-assignment provisions in contracts and (vii) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions.

Section 7.18. Material Contracts.

Each of the Borrowers will, and will cause its Subsidiaries to, perform in all material respects all of its obligations under the terms of all contracts to which it is a party or by which it is bound, other than such non-performance as would not reasonably be expected to have a Material Adverse Effect. For purposes of this Section 7.18 “contracts” shall not include indentures, mortgages, security agreements or other debt instruments or agreements securing debt instruments.

ARTICLE 8

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

Section 8.01. Representations and Warranties.

Any representation or warranty made or deemed made by or on behalf of any Borrower to the Lenders, the Fronting Agent or the Administrative Agent under or in connection with this Credit Agreement or in any certificate or other information delivered in connection with this Credit Agreement or any other Loan Document shall be materially false on the date as of which made or deemed made.

Section 8.02. Payment.

(i) Nonpayment of principal under the Loan Documents or reimbursement obligations arising from drawings under Letters of Credit when due, or

(ii) nonpayment of interest or of any facility fee, utilization fee, letter of credit fee, fronting fee or any other obligations under any of the Loan Documents within five days after the same becomes due.

Section 8.03. Covenants.

(a) The breach by any Borrower of any of the terms or provisions of Section 7.02, 7.09, 7.10, 7.11, 7.12, 7.13, 7.14, 7.16, 7.17 or 7.18.

(b) The breach by any Borrower of any of the terms or provisions of Section 7.01 and such breach shall continue unremedied for a period of five or more Business Days.

(c) The breach by any Borrower (other than a breach which constitutes a Default under Section 8.01, 8.02, 8.03(a) or 8.03(b)) of any of the terms or provisions of this Credit Agreement and such breach shall continue unremedied for a period of thirty or more days after the earlier of (i) receipt of written notice from the Administrative Agent or any Lender as to such breach or (ii) the date on which an Authorized Representative of a Borrower became aware of such breach.

Section 8.04. Other Obligations.

Failure of any Borrower or Subsidiary of a Borrower to pay when due Indebtedness (other than the Obligations) or Off-Balance Sheet Obligations in an aggregate amount greater than $50,000,000 (or the Dollar Amount of Indebtedness or Off-Balance Sheet Obligations denominated in a currency other than Dollars); or the default by any Borrower or any Subsidiary of a Borrower in the performance of any term, provision or condition contained in any agreement under which any Indebtedness (other than the Obligations) or Off-Balance Sheet Obligations in an aggregate amount greater than $50,000,000 (or the Dollar Amount of Indebtedness or Off-Balance Sheet Obligations denominated in a currency other than Dollars) was created or is governed, the effect of which is to cause, or to permit the holder or holders of any Indebtedness or Off-Balance Sheet Obligations to cause, Indebtedness or Off-Balance Sheet Obligations in an aggregate amount greater than $50,000,000 (or the Dollar Amount of Indebtedness or Off-Balance Sheet Obligations denominated in a currency other than Dollars) to become due prior to its stated maturity; or Indebtedness (other than the Obligations) or Off-Balance Sheet Obligations in an aggregate amount greater than $50,000,000 (or the Dollar Amount of Indebtedness or Off-Balance Sheet Obligations denominated in a currency other than Dollars) shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof.

Section 8.05. Bankruptcy.

Any Borrower or any Material Subsidiary of a Borrower shall (i) have an order for relief entered with respect to it under the Bankruptcy Code or any other bankruptcy, insolvency or other similar law as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due, (iv) apply for, seek, consent to, or acquiesce in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (v) institute any proceeding seeking an order for relief under the Bankruptcy Code or any other bankruptcy, insolvency or other similar law as now or hereafter in effect or seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under the Bankruptcy Code or any other law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.05 or (vii) fail to contest in good faith any appointment or proceeding described in Section 8.06.

Section 8.06. Receivership, Etc.

Without the application, approval or consent of any Borrower or any Material Subsidiary of a Borrower, a receiver, trustee, examiner, liquidator or similar official shall be appointed for any Borrower or any Material Subsidiary of a Borrower or any Substantial Portion of the Property of any such Person, or a proceeding described in Section 8.05(v) shall be instituted against any Borrower or any Material Subsidiary of a Borrower and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 90 consecutive days.

Section 8.07. Condemnation.

Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of any Borrower or any Subsidiary of a Borrower which, when taken together with all other Property of any Borrower or any Subsidiary of a Borrower so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion.

Section 8.08. Judgments.

Any Borrower or any Subsidiary of a Borrower shall fail within sixty days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $50,000,000 which is not stayed on appeal or otherwise being appropriately contested in good faith.

Section 8.09. ERISA.

Whirlpool or any other member of the Controlled Group shall fail to pay when due any amount or amounts which it shall have become liable to pay to the PBGC or to any Plan, or any notice of intent to terminate a Plan having aggregate Unfunded Vested Liabilities in excess of $50,000,000 shall be filed by a member of the Controlled Group and/or any Plan administrator, or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any such Plan, or a condition shall exist which would entitle the PBGC to obtain a decree adjudicating that any such Plan must be terminated.

Section 8.10. Guaranty.

Whirlpool’s guaranty of the Guaranteed Obligations pursuant to Article 4 shall cease to be in full force and effect as a legal, valid, binding and enforceable obligation of Whirlpool or Whirlpool shall disaffirm or seek to disaffirm any of its obligations under or with respect to its guaranty of the Guaranteed Obligations pursuant to Article 4.

Section 8.11. Change of Control.

Any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 40% or more of the outstanding shares of common stock of Whirlpool; or, during any period of 12 consecutive calendar months, individuals who were directors of Whirlpool on the first day of such period (together with any new directors whose election or nomination to the Board of Directors of Whirlpool was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) shall cease for any reason other than retirement, death, or disability to constitute a majority of the board of directors of Whirlpool.

ARTICLE 9

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

Section 9.01. Acceleration; Allocation of Payments after Acceleration.

(a) If any Default described in Section 8.05 or 8.06 occurs, the obligations of the Lenders to make Loans and issue Letters of Credit hereunder shall automatically terminate and the Obligations of the Borrowers shall immediately become due and payable without presentment, demand, protest or notice of any kind (all of which each Borrower hereby expressly waives) or any other election or action on the part of the Administrative Agent, the Fronting Agent or any Lender. If any other Default occurs, the Required Lenders may (i) terminate or suspend the obligations of the Lenders to make Loans and issue Letters of Credit hereunder, (ii) declare the Obligations of the Borrowers to be due and payable, or both, or (iii) direct the Borrowers to pay to the Administrative Agent additional cash, to be held by the Administrative Agent, for the benefit of the Lenders, in a cash collateral account as additional security for the LOC Obligations in respect of subsequent drawings under all then outstanding Letters of Credit in an amount equal to the maximum aggregate amount which may be drawn under all Letters of Credit then outstanding, in each case upon written notice to the Borrowers, whereupon such obligations shall terminate or be suspended, as the case may be, and/or the Obligations shall become immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which each Borrower hereby expressly waives.

(b) Notwithstanding any other provisions of this Credit Agreement, after acceleration of the Obligations, all amounts collected or received by the Administrative Agent, the Fronting Agent or any Lender on account of amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent, the Fronting Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Loan Documents;

SECOND, to payment of any fees owed to the Administrative Agent, the Fronting Agent the Issuing Lender or any Lender;

THIRD, to the payment of all accrued interest payable to the Lenders hereunder;

FOURTH, to the payment of the outstanding principal amount of the Advances and to the payment or cash collateralization of the outstanding LOC Obligations, pro rata, as set forth below;

FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and

SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Advances and LOC Obligations held by such Lender bears to the aggregate then outstanding Advances and LOC Obligations) of amounts available to be applied pursuant to clauses “FIRST”, “THIRD,” “FOURTH” and “FIFTH” above; and (c) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH” and “FIFTH” above in the manner provided in this Section 9.01.

Section 9.02. Judgment Currency.

(i) The Borrowers’ obligations under the Credit Documents to make payments in an applicable Agreed Currency (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Fronting Agent or a Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Fronting Agent or such Lender under the Credit Documents. If, for the purpose of obtaining or enforcing judgment against any Borrower in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the Dollar Amount, determined as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(ii) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, such amount payable by the applicable Borrower shall be reduced or increased, as applicable, such that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. Each Borrower agrees to pay any additional amounts payable by it under this subsection (ii) as a separate obligation notwithstanding any such judgment or judicial award.

Section 9.03. Amendments.

Subject to the provisions of this Article 9, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or waiving any Default hereunder; provided, however, that no such supplemental agreement shall without the consent of each Lender directly or indirectly affected thereby:

(i) Extend the maturity of any Loan or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon or extend the time of payment of any reimbursement obligation under a Letter of Credit;

(ii) Reduce the rate or extend the time of payment of any fees due hereunder or amounts due under Section 3.01, 3.02, 3.03 or 3.05;

(iii) Increase the percentage specified in clause (i) in the definition of Required Lenders or reduce the percentage specified in clause (ii) in the definition of Required Lenders;

(iv) Extend the Termination Date or increase the amount of the Commitment of any Lender hereunder, or permit any Borrower to assign its rights under this Credit Agreement;

(v) Amend, modify or waive Section 9.01, this Section 9.03, or Article 12; or

(vi) Release Whirlpool from its Guaranteed Obligations.

No amendment of any provision of this Credit Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. No amendment of any provision of this Credit Agreement relating to the Fronting Agent shall be effective without the written consent of the Fronting Agent. No amendment to Section 2.04 or any other provision hereof relating to the Issuing Lender shall be effective without the written consent of the Issuing Lender. No amendment to Section 2.06 or any other provision hereof

relating to the Fronting Lenders shall be effective without the written consent of the Fronting Lenders holding at least a majority of the Fronting Commitments. The Administrative Agent may waive payment of the fee required under Section 13.03(b) without obtaining the consent of any of the Lenders.

Section 9.04. Preservation of Rights.

No delay or omission of the Lenders, the Fronting Agent or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of any Borrower to satisfy the conditions precedent to such Loan or Letter of Credit shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders or the Required Lenders, as applicable, pursuant to Section 9.03, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent, the Fronting Agent and the Lenders until the Obligations have been paid in full.

ARTICLE 10

GENERAL PROVISIONS

Section 10.01. Survival of Representations.

All representations and warranties of the Borrowers contained in this Credit Agreement shall survive the making of the Loans and issuance of the Letters of Credit herein contemplated.

Section 10.02. Governmental Regulation.

Anything contained in this Credit Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to any Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

Section 10.03. Headings.

Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

Section 10.04. Entire Agreement.

The Loan Documents embody the entire agreement and understanding among the Borrowers, the Administrative Agent, the Fronting Agent and the Lenders and supersede all prior agreements and understandings among the Borrowers, the Administrative Agent, the Fronting

Agent and the Lenders relating to the subject matter thereof except as contemplated in Section 2.07(c).

Section 10.05. Several Obligations.

The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent or the Fronting Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. No Lender shall have any liability for the failure of any other Lender to perform its obligations hereunder. This Credit Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Credit Agreement and their respective successors and assigns.

Section 10.06. Expenses; Indemnification.

Whirlpool shall reimburse the Administrative Agent and the Fronting Agent for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees) paid or incurred by the Administrative Agent and the Fronting Agent in connection with the preparation, negotiation review, execution, delivery, amendment, modification and administration of the Loan Documents. Whirlpool also agrees to reimburse the Administrative Agent, the Fronting Agent and the Lenders for any costs, internal charges and out-of- pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Fronting Agent and the Lenders, which attorneys may be employees of the Administrative Agent, the Fronting Agent or any Lender) paid or incurred by the Administrative Agent, the Fronting Agent or any Lender in connection with the collection and enforcement of the Loan Documents. Whirlpool further agrees to indemnify the Administrative Agent, the Fronting Agent, the Issuing Lender and each Lender and each of their respective directors, officers, affiliates, agents and employees (each an “Indemnified Person”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Fronting Agent, the Issuing Lender, a Lender or any other Indemnified Person is a party thereto) which any of them may pay or incur arising out of or relating to the Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit hereunder; provided, however, that Whirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. Notwithstanding anything in this Credit Agreement to the contrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of making Advances or issuing Letters of Credit in Agreed Currencies other than Dollars. The obligations of Whirlpool under this Section 10.06 shall survive the termination of this Credit Agreement.

Section 10.07. Severability of Provisions.

Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid

without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

Section 10.08. Nonliability of Lenders.

The relationship between the Borrowers and the Lenders and the Administrative Agent and the Fronting Agent shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have any fiduciary responsibilities to any Borrower. Neither the Administrative Agent, the Fronting Agent nor any Lender undertakes any responsibility to the Borrowers to review or inform any of the Borrowers of any matter in connection with any phase of the business or operations of any of the Borrowers.

Section 10.09. CHOICE OF LAW.

THE LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 10.10. CONSENT TO JURISDICTION.

(a) EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES TO THE EXTENT ALLOWED BY LAW ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE FRONTING AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST A BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY A BORROWER AGAINST THE ADMINISTRATIVE AGENT, THE FRONTING AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE FRONTING AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, UNLESS SUCH BORROWER IS UNABLE TO OBTAIN SUCH JURISDICTION.

(b) Each Subsidiary Borrower domiciled outside of the United States (a “Foreign Borrower”) hereby irrevocably appoints Whirlpool as its true and lawful attorney-in-fact (the “Service of Process Agent”) in its name, place and stead to accept service of any and all writs, summons and other legal process and any such enforcement proceeding brought in the State of New York and agrees that service by the mailing, of copies thereof by registered or certified

mail, postage prepaid, to it at the address for notices pursuant to Section V, such service to become effective 30 days after such mailing, of any enforcement proceeding may be made upon such Service of Process Agent and that it will take such action as necessary to continue such appointment in full force and effect or to appoint another such Service of Process Agent satisfactory to the Administrative Agent for service of process. Whirlpool hereby irrevocably accepts such appointment and agrees to serve in the capacity of Service of Process Agent.

(i) Without limiting the generality of subsections (a) and (b) of this Section 10.10, such Foreign Borrower agrees that any controversy or claim with respect to it arising out of or relating to this Credit Agreement or the other Loan Documents may, at the sole option of the Administrative Agent and the Lenders, be settled immediately by submitting the same to binding arbitration in the City of New York, New York (or such other place as the parties may agree) in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Upon the request and submission of any controversy or claim for arbitration hereunder, the Administrative Agent shall give such Foreign Borrower not less than 45 days written notice of the request for arbitration, the nature of the controversy or claim, and the time and place set for arbitration. Such Foreign Borrower agrees that such notice is reasonable to enable it sufficient time to prepare and present its case before the arbitration panel. Judgment on the award rendered by the arbitration panel may be entered in any court including, without limitation, any court of the State of New York or any federal court sitting in the State of New York. The expenses of arbitration shall be paid by such Foreign Borrower.

(ii) The provisions of subsection (i) above are intended to comply with the requirements of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “Convention”). To the extent that any provisions of such subsection (i) are not consistent with or fail to conform to the requirements set out in the Convention, such subsection (i) shall be deemed amended to conform to the requirements of the Convention.

(iii) Such Foreign Borrower hereby specifically consents and submits to the jurisdiction of the courts of the State of New York and courts of the United States located in the State of New York for purposes of entry of a judgment or arbitration award entered by the arbitration panel.

Section 10.11. WAIVER OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES.

AS AN INDUCEMENT TO ENTER INTO THIS CREDIT AGREEMENT, EACH BORROWER, THE ADMINISTRATIVE AGENT, THE FRONTING AGENT AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT

OR THE RELATIONSHIP ESTABLISHED THEREUNDER. Each Borrower agrees not to assert any claim against the Administrative Agent, the Fronting Agent, the Issuing Lender, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys or agents, or any theory of liability for special, indirect, consequential or punitive damages arising out of or otherwise relating to any transactions contemplated therein.

Section 10.12. Binding Effect; Termination.

(i) This Credit Agreement shall become effective at such time when all of the conditions set forth in Section 5.01 have been satisfied or waived by the Lenders and it shall have been executed by the Original Borrowers and the Administrative Agent and the Fronting Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent, the Fronting Agent and each Lender and their respective successors and assigns.

(ii) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Borrowers shall have no further obligations (other than the indemnification provisions that survive) under the Loan Documents; provided that should any payment, in whole or in part, of the Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent, the Fronting Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Loan Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent, the Fronting Agent or a Lender in connection therewith shall be deemed included as part of the Obligations.

Section 10.13. Confidentiality.

Each of the Administrative Agent, the Fronting Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Credit Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.13, to (i) any Purchaser of or Participant in, or any prospective Purchaser of or Participant in, any of its rights or obligations under this Credit Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit

derivative transaction relating to Obligations; (g) with the consent of Whirlpool; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.13 or (ii) becomes available to the Administrative Agent, the Fronting Agent or any Lender on a nonconfidential basis from a source other than Whirlpool and its Subsidiaries; or (i) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates. For the purposes of this Section, “Information” means all information received from the Borrowers relating to Whirlpool and its Subsidiaries or their business, other than any such information that is available to the Administrative Agent, the Fronting Agent or any Lender on a nonconfidential basis prior to disclosure by Whirlpool and its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section 10.13 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

ARTICLE 11

THE AGENTS

Section 11.01. Appointment.

Citibank, N.A. is hereby appointed Administrative Agent hereunder and under each other Loan Document, and each of the Lenders authorizes the Administrative Agent to act as the agent of such Lender, and Citibank, N.A. is hereby appointed Fronting Agent hereunder and under each other Loan Document, and each of the Lenders authorizes the Fronting Agent to act as the fronting agent of such Lender. Each of the Administrative Agent and the Fronting Agent agrees to act as such upon the express conditions contained in this Article 11. Neither the Administrative Agent nor the Fronting Agent shall have any fiduciary relationship in respect of any Lender by reason of this Credit Agreement.

Section 11.02. Powers.

Each of the Administrative Agent and the Fronting Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent or the Fronting Agent, as applicable, by the terms of each thereof, together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor the Fronting Agent shall have any implied duties to the Lenders or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent or the Fronting Agent, as applicable.

Section 11.03. General Immunity.

Neither the Administrative Agent, the Fronting Agent, the Syndication Agent, any Documentation Agent nor any of their respective directors, officers, agents or employees shall be

liable to any of the Borrowers, the Lenders or any Lender for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents except for its or their own gross negligence or willful misconduct.

Section 11.04. No Responsibility for Loans, Recitals, etc.

Neither the Administrative Agent, the Fronting Agent, the Syndication Agent, any Documentation Agent nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with any Loan Document or any extension of credit hereunder; (ii) the performance or observance of any of the covenants or agreements of any other Person under any Loan Document; (iii) the satisfaction of any condition specified in Article 5, except receipt of items required to be delivered to the Administrative Agent or the Fronting Agent, as applicable; or (iv) the due execution, legality, validity, enforceability (other than its own execution and delivery), genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto. Neither the Administrative Agent, the Fronting Agent, the Syndication Agent nor any Documentation Agent shall have any duty to disclose to the Lenders information that is not required to be furnished by a Borrower to the Administrative Agent or the Fronting Agent at such time, but is voluntarily furnished by any Borrower to the Administrative Agent, the Fronting Agent, the Syndication Agent or any Documentation Agent (either in its capacity as Administrative Agent, the Fronting Agent, Syndication Agent or Documentation Agent, as the case may be, or in its individual capacity). Neither the Syndication Agent, any Documentation Agent, the Co-Lead Arrangers nor the Joint Book Managers shall have any duties or obligations in that capacity under the Loan Documents.

Section 11.05. Action on Instructions of Lenders.

The Administrative Agent and the Fronting Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders or all the Lenders, as applicable, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. Each of the Administrative Agent and the Fronting Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action, provided that such indemnity shall not include liability, costs and expenses arising from the gross negligence or willful misconduct of the Administrative Agent or the Fronting Agent, as applicable.

Section 11.06. Employment of Agents and Counsel.

Each of the Administrative Agent and the Fronting Agent may execute any of its duties as Administrative Agent or as the Fronting Agent, as applicable, hereunder and under any other Loan Document by or through agents, and attorneys-in-fact and shall not be answerable to the

Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each of the Administrative Agent and the Fronting Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document.

Section 11.07. Reliance on Documents; Counsel.

Each of the Administrative Agent and the Fronting Agent shall be entitled to rely upon any Note, LOC Document, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document reasonably and in good faith believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent or the Fronting Agent, which counsel may be employees of the Administrative Agent or the Fronting Agent.

Section 11.08. Reimbursement and Indemnification.

The Lenders agree to reimburse and indemnify the Administrative Agent and the Fronting Agent ratably in proportion to their respective Commitments for (i) any amounts not reimbursed by the Borrowers for which the Administrative Agent (acting as such) or the Fronting Agent (acting as such) is entitled to reimbursement by the Borrowers under the Loan Documents, (ii) for any other expenses not reimbursed by the Borrowers incurred by the Administrative Agent or the Fronting Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever and not reimbursed by the Borrowers which may be imposed on, incurred by or asserted against the Administrative Agent (acting as such) or the Fronting Agent (acting as such) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Administrative Agent or the Fronting Agent, as applicable.

Section 11.09. Rights as a Lender.

With respect to its respective Commitment, Loans made by it, and any Notes issued to it, the Administrative Agent, the Fronting Agent, the Syndication Agent and each Documentation Agent shall have the same rights and powers hereunder and under any other Loan Document as any Lender and may exercise the same as though it were not the Administrative Agent, the Fronting Agent, the Syndication Agent or a Documentation Agent, as the case may be, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Administrative Agent, the Fronting Agent, the Syndication Agent and each Documentation Agent in its individual capacity as a Lender. The Administrative Agent, the Fronting Agent, the Syndication Agent, each Documentation Agent and each Lender may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition

to those contemplated by this Credit Agreement or any other Loan Document, with any Borrower or any Subsidiary of a Borrower.

Section 11.10. Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Fronting Agent, the Syndication Agent, any Documentation Agent or any other Lender and based on the financial statements prepared by Whirlpool and the other Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement and the other Loan Documents. Each Lender also acknowledges that it will independently and without reliance upon the Administrative Agent, the Fronting Agent, the Syndication Agent, any Documentation Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Loan Documents.

Section 11.11. Successor Administrative Agent/Fronting Agent.

Each of the Administrative Agent or the Fronting Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers, such resignation to be effective upon the appointment of a successor Administrative Agent or Fronting Agent, as applicable. Upon any such resignation, the Required Lenders shall have the right to appoint (with, so long as no Default shall have occurred and be continuing, the consent of Whirlpool, which consent shall not be unreasonably withheld), on behalf of the Borrowers and the Lenders, a successor Administrative Agent or Fronting Agent, as applicable. If no successor Administrative Agent or Fronting Agent, as applicable, shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the resigning Administrative Agent’s or Fronting Agent’s, as applicable, giving notice of its resignation, then such resignation shall nevertheless become effective and thereafter the Lenders shall perform all duties of the Administrative Agent or the Fronting Agent, as applicable, until such time as the Required Lenders appoint a successor in accordance with the terms above. No successor Administrative Agent or Fronting Agent shall be deemed to be appointed hereunder until such successor has accepted the appointment. Any successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent or as Fronting Agent, as applicable, hereunder by a successor Administrative Agent or Fronting Agent, as applicable, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent or resigning Fronting Agent, as applicable. Upon the effectiveness of the resignation of an Administrative Agent or a Fronting Agent, the resigning Person shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the effectiveness of the resignation of any Administrative Agent or Fronting Agent, the provisions of this Article 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Fronting Agent hereunder and under the other Loan Documents.

ARTICLE 12

SETOFF; RATABLE PAYMENTS

Section 12.01. Setoff.

In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Default (or Unmatured Default pursuant to Section 8.02, 8.05 or 8.06) occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other indebtedness at any time held or owing by any Lender to or for the credit or account of any Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due, matured or unmatured, contingent or non-contingent.

Section 12.02. Ratable Payments.

If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance (other than a Competitive Bid Advance) or LOC Obligations (other than payments received pursuant to Article 3) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

ARTICLE 13

BENEFIT OF AGREEMENT; PARTICIPATIONS; ASSIGNMENTS

Section 13.01. Successors and Assigns.

The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Issuing Lender, the Fronting Agent and the Administrative Agent and their respective successors and assigns, except that (i) no Borrower shall have the right to assign its rights or obligations under the Loan Documents, and (ii) any assignment by any Lender must be made in compliance with Section 13.03. Notwithstanding clause (ii) of this Section, any Lender may at any time, without the consent of any Borrower, the Syndication Agent, the Documentation Agents, the Fronting Agent or the Administrative Agent, assign all or any portion of its rights under this Credit Agreement and its Notes, if any, to a Federal Reserve Bank; provided, however, that no such assignment shall release the transferor Lender from its obligations hereunder. The Administrative Agent and the Fronting Agent may treat the payee of any Note as the owner thereof for all purposes hereof unless and until such payee complies with Section 13.03 in the case of an assignment thereof or, in the case of any other transfer, a written notice of the transfer is filed with the Administrative Agent and the Fronting Agent. Any assignee or transferee of a Lender’s rights or obligations hereunder agrees by acceptance thereof to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the holder of any Note, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

Section 13.02. Participations.

(a) Permitted Participations; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in all or a portion of its rights, obligations or rights and obligations under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable by the Borrowers under this Credit Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent and the Fronting Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

(b) Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or

Commitment in which such Participant has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan, Letter of Credit or Commitment, postpones any date fixed for any regularly-scheduled payment of principal of, or interest or fees on, any such Loan, Letter of Credit or Commitment, releases any guarantor of any such Loan or releases any substantial portion of collateral, if any, securing any such Loan.

(c) Benefit of Setoff. The Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 12.01 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 12.01 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.01, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 12.02 as if each Participant were a Lender.

Section 13.03. Assignments.

(a) Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (“Purchasers”) any part of its rights and obligations under the Loan Documents; provided that, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent in their sole discretion, unless (i) such Lender retains at all times a Commitment which, is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (ii) each such assignment to any Purchaser of any portion of such Lender’s Commitment shall be in an amount which is not less than $15,000,000 (or, if less, the remaining amount of its Commitment) and in integral multiples of $1,000,000 in excess thereof and (iii) such Lender has confirmed that the Purchaser has the status of a Professional Market Party. Each such assignment shall be substantially in the form of Exhibit “F” hereto or in such other form as may be agreed to by the parties thereto. The consent of Whirlpool and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an affiliate thereof, and the consent of each Issuing Lender shall be required prior to any assignment becoming effective; provided, however, that if a Default has occurred and is continuing, the consent of Whirlpool shall not be required. No consents required by this Section 13.03(a) shall be unreasonably withheld.

(b) Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Annex ”I” to Exhibit “F” hereto (a “Notice of Assignment”), together with any consent required by Section 13.03(a), (ii) payment of a $5,000 processing fee to the Administrative Agent for processing such assignment and (iii) recordation of such assignment in the Register as required by Section 13.03(c), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and Participation Interests under the applicable assignment agreement are “plan assets” as defined under ERISA and that

the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Credit Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment, Loans and Participation Interests assigned to such Purchaser.

(c) Register. The Borrowers hereby designate the Administrative Agent to serve as the Borrowers’ agent, solely for the purpose of this paragraph, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender, and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of Notice of Assignment delivered to the Administrative Agent pursuant to Section 13.03(b). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provisions herein to the contrary. A Lender’s Commitment and the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Notice of Assignment duly executed by the assignor thereof. No assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. The Register shall be available for inspection by the Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice.

Section 13.04. Dissemination of Information.

Each Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Borrowers and their Subsidiaries.

Section 13.05. Tax Treatment.

If any interest in any Loan Document is transferred to any Transferee, the transferor Lender shall cause such Transferee, as a condition to such transfer, to comply with the provisions of Section 2.08(l).

Section 13.06. SPC’s.

Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any

part of any Advance that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Advance, the Granting Lender shall be obligated to fund such Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 9.03 (all such voting rights shall be retained by the Granting Lenders), (iv) with respect to notices, payments and other matters hereunder, the Credit Parties, the Administrative Agent, the Fronting Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender and (v) the Granting Lender has confirmed that the SPC has the status of a Professional Market Party. The funding of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent that, and as if, such Advance were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPC. This Section may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

ARTICLE 14

NOTICES

Section 14.01. Giving Notice.

Except as otherwise permitted by Section 2.08(g), all notices and other communications provided to any party hereto under this Credit Agreement or any other Loan Document shall be in writing or by telecopy (and promptly confirmed) and addressed or delivered to such party at its address set forth on Schedule V hereto or at such other address as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, or sent overnight delivery via a reputable carrier, shall be deemed given when received; any notice, if transmitted by telecopy, shall be deemed given when transmitted.

Section 14.02. Change of Address.

Subject to Section 10.10(b), each Borrower, the Administrative Agent, the Fronting Agent and each Lender may change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE 15

COUNTERPARTS

This Credit Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Credit Agreement by signing any such counterpart. This Credit Agreement shall be effective when it has been executed by the Borrowers, the Administrative Agent, the Fronting Agent and the Lenders and the Administrative Agent has either received such executed counterparts or has been notified, by telecopy, that such party has executed its counterparts. Delivery of an executed counterpart by facsimile shall be effective as an original executed counterpart and shall be deemed a representation that an original executed counterpart will be delivered.

ARTICLE 16

PATRIOT ACT NOTICE

Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each borrower, guarantor or grantor (the “Loan Parties”), which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

IN WITNESS WHEREOF, the Borrowers, the Administrative Agent and the Lenders have caused this Amended and Restated Long-Term Credit Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written.


WHIRLPOOL CORPORATION

By:		/s/ BLAIR CLARK
		Blair Clark
Title:		Vice President and Treasurer 2000, M-63 Benton Harbor, Michigan 49022 Attn: Vice President and Treasurer Telecopy No.: 269 ###-###-####


WHIRLPOOL EUROPE B.V.

By:		/s/ BLAIR CLARK
		Blair Clark
Title:		Attorney-in-Fact c/o Whirlpool Corporation 2000, M-63 Benton Harbor, Michigan 49022 Attn: Treasurer Telecopy No.: 269 ###-###-####


WHIRLPOOL FINANCE B.V.

By:		/s/ BLAIR CLARK
		Blair Clark
Title:		Attorney-in-Fact c/o Whirlpool Corporation 2000, M-63 Benton Harbor, Michigan 49022 Attn: Treasurer Telecopy.No.: 269 ###-###-####


CITIBANK, N.A., as Administrative Agent, Fronting Agent, Issuing Lender, Fronting Lender and a Lender

By:		/s/ CAROLYN A. KEE
Name:		CAROLYN A. KEE
Title:		Vice President


JPMORGAN CHASE BANK, as Syndication Agent, Issuing Lender, Fronting Lender and a Lender

By:		/s/ TINA L. RUYTER
Name:		TINA L. RUYTER
Title:		VICE PRESIDENT


ABN AMRO BANK N.V., as Documentation Agent and a Lender

By:		/s/ ANGELA NOIQUE
Name:		Angela Noique
Title:		Group Vice President



By:		/s/ PETER J. HALLAN
Name:		Peter J. Hallan
Title:		Vice President


ING BANK N.V., as Documentation Agent and a Lender

By:		/s/ M. MCDAFFY
Name:		M.McDAFFY
Title:		DIRECTOR



By:		/s/ CAROLINE BUGGLE
Name:		CAROLINE BUGGLE
Title:		ASSISTANT MANAGER


THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent and a Lender

By:		/s/ JAYNE SEAFORD
Name:		Jayne Seaford
Title:		Senior Vice President


FORTIS CAPITAL CORP.

By:		/s/ KATHLEEN DE LATHAUWER
Name:		Kathleen de Lathauwer
Title:		Senior Vice President



By:		/s/ DOUGLAS V. RIAHI
Name:		Douglas V. Riahi
Title:		Senior Vice President


BANK OF AMERICA, N.A.

By:		/s/ SHARON BURKS HOROS
Name:		Sharon Burks Horos
Title:		Vice President


BNP PARIBAS – CHICAGO BRANCH

By:		/s/ THOMAS H. AMBROSE
Name:		Thomas H. Ambrose
Title:		Director



By:		/s/ PETER C. LABRIE
Name:		Peter C. Labrie
Title:		Central Region Manager


SUMITOMO MITSUI BANKING CORPORATION

By:		/s/ YASUHIKO IMAI
Name:		Yasuhiko Imai
Title:		Senior Vice President


THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By:		/s/ P. SHAH
Name:		P. SHAH
Title:		Vice President


THE NORTHERN TRUST COMPANY

By:		/s/ CHRISTOPHER L. MCKEAN
Name:		CHRISTOPHER L. McKEAN
Title:		SECOND VICE PRESIDENT


STANDARD CHARTERED BANK

By:		/s/ DAVID B. EDWARDS
Name:		DAVID B. EDWARDS
Title:		SENIOR VICE PRESIDENT

By:		/s/ ERIBERTO DE GUZMAN
Name:		Eriberto De Guzman
Title:		SUP


UNICREDITO ITALIANO S.P.A. New York Branch

By:		/s/ SAIYED A. ABBAS
Name:		Saiyed A. Abbas
Title:		Vice President

By:		/s/ LUCIANO GENEDESE
Name:		Luciano Genedese
Title:		First Vice President


BARCLAYS BANK PLC

By:		/s/ JOHN GIANNONE
Name:		John Giannone
Title:		Director


BANCA INTESA S.P.A.

By:		/s/ FRANK MAFFEI
		Frank Maffei
		Vice President

By:		/s/ ANTHONY GIOBBI
		Anthony Giobbi
		First Vice President


BANCA NAZIONALE DEL LAVORO S.p.A., NEW YORK BRANCH

By:		/s/ FRANCESCO DI MARIO
Name:		Francesco Di Mario
Title:		Vice President

By:		/s/ CARLO VECCHI
Name:		Carlo Vecchi
Title:		Senior Vice President


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

By:		/s/ DAMODAR MENON
Name:		Damodar Menon
Title:		Director


BANK AUSTRIA CREDITANSTALT AG

By:	/s/ PETER KADLETZ	/s/ HLLKE SCHUBERT
Name:	Peter Kadletz	Hllke Schubert
Title:	Managing Director	Senior Manager


NORDEA BANK FINLAND PLC

By:		/s/ THOMAS P. HICKEY
Name:		Thomas P. Hickey
Title:		Vice President

By:		/s/ GERALD E. CHELIUS, JR.
Name:		Gerald E. Chelius, Jr.
Title:		SVP Credit


U.S. BANK NATIONAL ASSOCIATION

By:		/s/ MATTHEW J. SCHULZ
Name:		Matthew J. Schulz
Title:		Vice President

EXHIBIT “A”

(to Credit Agreement)

NOTE

__________________

[Whirlpool Corporation, a Delaware corporation] [Whirlpool Europe B.V., a Netherlands corporation] [Whirlpool Finance B.V., a Netherlands corporation] (the “Borrower”), promises to pay to the order of (the “Lender”) the unpaid principal amount of each Loan made by the Lender to the Borrower pursuant to the Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders (including, without limitation, the Lender) from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such Lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), on the dates, in the currency and funds, and at the place determined pursuant to the terms of the Credit Agreement, together with interest, in like currency and funds, on the unpaid principal amount hereof at the rates and on the dates determined pursuant to the Credit Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date, amount, currency and maturity of each Loan and the date and amount of each principal payment hereunder, provided, however, that any failure to so record shall not affect the Borrower’s obligations under any Loan Document.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, to which reference is hereby made for a settlement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. This Note shall be governed by the laws of the State of New York.


[WHIRLPOOL CORPORATION] [WHIRLPOOL EUROPE B.V.] [WHIRLPOOL FINANCE B.V.]

By:
		Title:

Exhibit A, Page 1

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL


Date		Principal Amount and Currency of Loan		Maturity of Loan		Principal Amount Paid		Unpaid Balance

Exhibit A, Page 2

EXHIBIT “B”

(to Credit Agreement)

COMPETITIVE BID QUOTE REQUEST

(Section 2.05(b))

, 200


To:		Citibank, N.A.
		as administrative agent (the “Administrative Agent”)

From:		[applicable Borrower]

Re:		Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”)

		1. Capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

Exhibit B, Page 1

2. We hereby give notice pursuant to Section 2.05(b) of the Credit Agreement that we request Competitive Bid Quotes for the following proposed Competitive Bid Advance(s):

Borrowing Date: , 200


Principal Amount*		Interest Period**

3. Such Competitive Bid Quotes should offer [a Competitive Bid Margin][an Absolute Rate].

4. Upon acceptance by the undersigned of any or all of the Competitive Bid Advances offered by Lenders in response to this request, the undersigned shall be deemed to affirm as of the Borrowing Date thereof the representations and warranties made in Article 6 of the Credit Agreement (except the representations and warranties set forth in Sections 6.04, 6.05 and 6.07 of the Credit Agreement, which representations and warranties are true and correct as of the respective dates specified therein).

[Name of applicable Borrower]



By:

Title:

*	Amount must be $25,000,000 or a larger multiple of $5,000,000.

**	One, two, three or six months (Eurocurrency Auction) or at least seven days (Absolute Rate Auction), subject to the provisions of the definitions of Eurocurrency Interest Period and Absolute Rate Interest Period.

Exhibit B, Page 2

EXHIBIT “C”

(to Credit Agreement)

INVITATION FOR COMPETITIVE BID QUOTES

(Section 2.05(c))

, 200

To:	[Name of Lender]

Re:	Invitation for Competitive Bid Quotes to [name of applicable Borrower] (the “Borrower”)

Pursuant to Section 2.05(c) of the Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), we are pleased on behalf of the Borrower to invite you to submit Competitive Bid Quotes to the Borrower for the following proposed Competitive Bid Advance(s):

Borrowing Date: , 200


Principal Amount		Interest Period

Such Competitive Bid Quotes should offer [a Competitive Bid Margin][an Absolute Rate]. Your Competitive Bid Quote must comply with Section 2.05(d) of the Credit Agreement

Exhibit C, Page 1

and the foregoing. Capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

Please respond to this invitation by no later than [2:00 p.m.] [10:30 a.m.] (New York time) on , 200 .


Citibank, N.A., as Administrative Agent

By:

Title:

Exhibit C, Page 2

EXHIBIT “D”

(to Credit Agreement)

COMPETITIVE BID QUOTE

(Section 2.05(d))

, 200

To:	Citibank, N.A.,

as Administrative Agent

Re:	Competitive Bid Quote to (the “Borrower”)

In response to your invitation on behalf of the Borrower dated , 200_, we hereby make the following Competitive Bid Quote pursuant to Section 2.05(d) of the Credit Agreement hereinafter referred to and on the following terms:

1.	Quoting Lender:

2.	Person to contact at Quoting Lender:

3.	Borrowing Date: *

4.	We hereby offer to make Competitive Bid Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates:

*	As specified in the related Invitation For Competitive Bid Quotes.

Exhibit D, Page 1

Principal Amount**

Interest

Period***

[Competitive

Bid Margin****]

[Absolute

Rate*****]

We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), irrevocably obligates us to make the Competitive Bid Loan(s) for which any offer(s) are accepted, in whole or in part. Capitalized terms used herein and not otherwise defined herein shall have their meanings as defined in the Credit Agreement.


Very truly yours,

[NAME OF LENDER]

By:

Title:

**	Principal amount bid for each Interest Period may not exceed the principal amount requested. Bids must be made for at least $5,000,000 and an integral multiple of $1,000,000.

***	One, two, three or six months or at least seven days, as specified in the related Invitation For Competitive Bid Quotes.

****	Competitive Bid Margin over or under the Eurocurrency Base Rate determined for the applicable Interest Period. Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify whether “PLUS” or “MINUS”.

*****

Specify rate of interest per annum (rounded to the nearest 1/10,000 of 1%).

Exhibit D, Page 2

EXHIBIT “E”

(to Credit Agreement)

ASSUMPTION AGREEMENT

, 200_

To the Lenders party to the

Credit Agreement referred

to below

Ladies and Gentlemen:

Reference is made to the Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”). Terms defined in the Credit Agreement and used herein are used herein as defined therein.

The undersigned, , a corporation, wishes to become a “Borrower” under the Credit Agreement and, accordingly, hereby agrees that (i) from the date hereof it shall be a “Borrower” under the Credit Agreement, and (ii) from the date hereof and until the payment in full of the principal of and interest on all Advances made to it under the Credit Agreement and performance of all of its other Obligations thereunder, and until termination thereunder of its status as a “Borrower” as provided below, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which is stated to apply to any “Borrower” to the same extent as if it had originally signed the Credit Agreement as a “Borrower” party thereto. Without limiting the generality of the foregoing, the undersigned hereby (i) confirms, represents and warrants that it has heretofore received a true and correct copy of the Credit Agreement (including any modifications thereof or supplements or waivers thereto) as in effect on the date hereof, and (ii) confirms, reaffirms and restates, as of the date hereof, the representations and warranties set forth in Article 6 of the Credit Agreement provided that such representations and warranties shall be and hereby are deemed amended so that each reference therein to “this Credit Agreement”, including, without limitation, each such reference included in the term “Loan Documents”, shall be deemed to be a collective reference to this Assumption Agreement, the Credit Agreement and the Credit Agreement as supplemented by this Assumption Agreement.

So long as the principal of and interest on all Advances made to the undersigned under the Credit Agreement shall have been paid in full and all other obligations of the undersigned under the Credit Agreement shall have been fully performed, Whirlpool may by not less than

Exhibit E, Page 1

five Business Days’ prior notice to the Lenders terminate the undersigned’s status as a “Borrower” under the Credit Agreement.

THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Assumption Agreement as of the date and year first above written.


[Name of Additional Borrowing Subsidiary]

By:

Title:


Address for Notices under the Credit Agreement:

By its signature, Whirlpool hereby consents to becoming an Additional Borrowing Subsidiary and acknowledges that shall also be a Borrowing Subsidiary whose obligations shall be guaranteed by Whirlpool pursuant to Article 4 of the Credit Agreement:


WHIRLPOOL CORPORATION

By:

Title:

Exhibit E, Page 2

EXHIBIT “F”

(the Credit Agreement)

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Assignment Agreement”) between (the “Assignor”) and (the “Assignee”) is dated as of , 200 . The parties hereto agree as follows:

1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, supplemented, renewed or extended from time to time is herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents. The aggregate Commitment (or Loans, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 3 of Schedule 1.

3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 4 of Schedule 1 or two Business Days (or such shorter period agreed to by the Administrative Agent) after a Notice of Assignment substantially in the form of Annex “I” attached hereto has been delivered to the Administrative Agent. Such Notice of Assignment must include any consents required to be delivered to the Administrative Agent by Section 13.03(a) of the Credit Agreement. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are not made on the proposed Effective Date. The Assignor will notify the Assignee of the proposed Effective Date no later than the Business Day prior to the proposed Effective Date. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder.

4. PAYMENT OBLIGATIONS. On and after the Effective Date, the Assignee shall be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Administrative Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

Exhibit F, Page 1

5. FEES PAYABLE BY THE ASSIGNEE. The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or letter of credit, facility or utilization fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder for the period prior to the Effective Date.

6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including, without limitation, documents granting the Assignor and the other Lenders a security interest in assets of any Borrower, any Subsidiary of a Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of any Borrower, any Subsidiary of a Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the Property, books or records of any Borrower, any Subsidiary of a Borrower or any guarantor, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

7. REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and confirms that, to the best of its knowledge, it is a Professional Market Party, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes].*******

*******

To be inserted if the Assignee is not incorporated under the laws of the United States, or a state thereof.

Exhibit F, Page 2

7. INDEMNITY. The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment Agreement.

8. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall have the right pursuant to Section 13.03(a) of the Credit Agreement to assign the rights which are assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Loan Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not thereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof.

9. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Aggregate Commitment or Aggregate Fronting Sublimit occurs between the date of this Assignment Agreement and the Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall remain the same, but the dollar amount purchased shall be recalculated based on the reduced Aggregate Commitment or Aggregate Fronting Sublimit, as applicable.

10. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of Assignment embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

11. GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of New York.

12. NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.

Exhibit F, Page 3

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written.


[NAME OF ASSIGNOR]

By:
Title:


[NAME OF ASSIGNEE]

By:
Title:

Exhibit F, Page 4

SCHEDULE 1

(to Assignment Agreement)

1.	Description and Date of Credit Agreement:

Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”)


2. Date of Assignment Agreement:		, 200

3.	Amounts (As of Date of Item 2 above):



a. Total of Commitments (Loans) ¹ under Credit Agreement:		$ ___________

b. Assignee’s Percentage purchased under the Assignment Agreement ²		__________%

c. Assignee’s Fronting Commitment purchased under the Assignment Agreement		$____________

d. Assignee’s Aggregate (Loan Amount)³ Commitment Amount Purchased under the Assignment Agreement:		$ ___________


4. Proposed Effective Date:		, 200


Accepted and Agreed:

[NAME OF ASSIGNOR]						[NAME OF ASSIGNEE]

By:						By:

Title:						Title:

¹	If Commitment has been terminated, insert outstanding Loans in place of Commitment.

²	Percentage taken to 9 decimal places.

Exhibit F, Page 5

³	If Commitment has been terminated, insert outstanding Loans in place of Commitment.

Exhibit F, Page 6

ATTACHMENT

(to Schedule I to Assignment Agreement)

Attach Assignor’s Administrative Information Sheet, which must

include notice address for the Assignor and the Assignee

Exhibit F, Page 7

ANNEX “I”

(to Assignment Agreement)

NOTICE OF ASSIGNMENT

, 200


To:		WHIRLPOOL CORPORATION 2000, M-63 Benton Harbor, Michigan 49022

		CITIBANK, N.A. Two Penns Way New Castle, DE 19720

From:		[NAME OF ASSIGNOR] (the “Assignor”)

		[NAME OF ASSIGNEE] (the “Assignee”)

1. We refer to that Credit Agreement (the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2. This Notice of Assignment (this “Notice of Assignment”) is given and delivered to Whirlpool and the Administrative Agent pursuant to Section 13.03(b) of the Credit Agreement.

3. The Assignor and the Assignee have entered into an Assignment Agreement, dated as of , 200 (the “Assignment Agreement”), pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor, the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement. The Effective Date of the Assignment Agreement shall be the later of the date specified in Item 4 of Schedule 1 or two Business Days (or such shorter period as agreed to by the Administrative Agent) after this Notice of Assignment and any consents and fees required by Sections 13.03(a) and 13.03(b) of the Credit Agreement have been delivered to the Administrative Agent, provided that the Effective Date shall not occur if any condition precedent agreed to by the Assignor and the Assignee has not been satisfied.

4. The Assignor and the Assignee hereby give to Whirlpool and the Administrative Agent notice of the assignment and delegation referred to herein. The Assignor will confer with the Administrative Agent before the date specified in Item 4 of Schedule 1 to determine if the Assignment Agreement will become effective on such date pursuant to Section 3 hereof, and will confer with the Administrative Agent to determine the Effective Date pursuant to Section 3 hereof if it occurs thereafter. The Assignor shall notify the Administrative Agent if the Assignment Agreement does not become effective on any proposed Effective Date as a result of

Exhibit F, Page 8

the failure to satisfy the conditions precedent agreed to by the Assignor and the Assignee. At the request of the Administrative Agent, the Assignor will give the Administrative Agent written confirmation of the satisfaction of the conditions precedent.

5. The Assignor or the Assignee shall pay to the Administrative Agent on or before the Effective Date the processing fee of $5,000 required by Section 13.03(b) of the Credit Agreement.

6. The Assignee advises the Administrative Agent that notice and payment instructions are set forth in the attachment to Schedule 1.

7. The Assignee hereby represents and warrants (i) that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment Agreement are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Loan Documents will not be “plan assets” under ERISA, and (ii) that it has the status of a Professional Market Party.

7. The Assignee authorizes each of the Administrative Agent and the Fronting Agent to act as its agent under the Loan Documents in accordance with the terms thereof. The Assignee acknowledges that neither the Administrative Agent nor the Fronting Agent has any duty to supply information with respect to any Borrower or the Loan Documents to the Assignee until the Assignee becomes a party to the Credit Agreement. ¹

¹	May be eliminated if Assignee is a party to the Credit Agreement prior to the Effective Date.

Exhibit F, Page 9


NAME OF ASSIGNOR						NAME OF ASSIGNEE

By:						By:

Title:						Title:


ACKNOWLEDGED AND CONSENTED TO BY:						ACKNOWLEDGED AND CONSENTED TO BY:

CITIBANK, N.A., as Administrative Agent						WHIRLPOOL CORPORATION

By:						By:

Title:						Title:

[Attach photocopy of Schedule 1 to the Assignment Agreement]

Exhibit F, Page 10

EXHIBIT “G”

(to Credit Agreement)

COMPLIANCE CERTIFICATE

To:	The Lenders party to the

Amended and Restated Long-Term Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of Whirlpool, of Whirlpool Europe and of Whirlpool Finance;

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Whirlpool and its Consolidated Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below;

4. Whirlpool and its Subsidiaries are in compliance with (a) the limitations on Liens set forth in Section 7.10(xvi) of the Credit Agreement and (b) the limitations on Indebtedness and Off-Balance Sheet Obligations set forth in Section 7.11 of the Credit Agreement; and

5. Schedule 1 attached hereto sets forth financial data and computations evidencing Whirlpool’s compliance with Sections 7.12 and 7.13 of the Credit Agreement, all of which data and computations are true, complete and correct.

6. Described below are the exceptions, if any, to paragraph 3 above:

[list, in detail, the nature of each condition or event, the period during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each such condition or event]

Exhibit G, Page 1

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , 200 .

Exhibit G, Page 2

SCHEDULE I TO COMPLIANCE CERTIFICATE

Compliance as of , 200 with

Sections 7.12 and 7.13 of the Credit Agreement

A.	Compliance with Section 7.12: Leverage Ratio



1. Consolidated EBITDA for the twelve month period ending on the date of calculation (see Schedule A attached)	$	_________

2. Consolidated Indebtedness on the date of calculation	$	_________

3. Leverage Ratio (Line A2/Line A1)		:1.0

Maximum allowed: Line A3 shall be less than or equal to 3.0 to 1.0

B.	Compliance with Section 7.13: Interest Coverage Ratio



1. Consolidated EBIT for the twelve month period ending on the date of calculation (see Schedule A attached)	$	_________

2. Consolidated Interest Expense for the twelve month period ending on the date of calculation	$	_________

3. Interest Coverage Ratio (Line B1 ÷ Line B2)		:1.0

Minimum required: Line B3 shall be greater than or equal to 2.0 to 1.0

Exhibit G, Page 3

EXHIBIT A TO

SCHEDULE I TO COMPLIANCE CERTIFICATE

Calculation of Consolidated EBITDA



1. Consolidated net income of Whirlpool and its Consolidated Subsidiaries (as determined in accordance with GAAP)	$	_________

2. To the extent such amounts were deducted in the determination of consolidated net income for the applicable period,

(A) Consolidated Interest Expense	$	_________

(B) Taxes in respect of, or measured by, income or excess profits of Whirlpool and its Consolidated Subsidiaries	$	_________

(C) Identifiable and verifiable non-cash pre-tax charges taken by Whirlpool	$	_________

(D) Depreciation and amortization expense	$	_________

3. Sum of Lines 2(A) through 2(D)	$	_________

4. To the extent such amounts were deducted in the determination of consolidated net income for the applicable period,

(A) losses (or income) from discontinued operations*	$	_________

(B) losses (or gains) from the effects of accounting changes*	$	_________

5. Sum of Lines 4(A) and 4(B)	$	_________

6. Consolidated EBITDA (Line 1 + Line 3 + Line 5)	$	_________

*	Income or gains described in Lines 4(A) and 4(B) shall be recorded as negative numbers.

Calculation of Consolidated EBIT



1. Consolidated net income of Whirlpool and its Consolidated Subsidiaries (as determined in accordance with GAAP)	$	_________

2. To the extent such amounts were deducted in the determination of consolidated net income for the applicable period,

(A) Consolidated Interest Expense	$	_________

(B) Taxes in respect of, or measured by, income or excess profits of Whirlpool and its Consolidated Subsidiaries	$	_________

Exhibit G, Page 4



(C) Identifiable and verifiable non-cash pre-tax charges taken by Whirlpool	$	_________

3. Sum of Lines 2(A) through 2(C)	$	_________

4. To the extent such amounts were deducted in the determination of consolidated net income for the applicable period,

(A) losses (or income) from discontinued operations*	$	_________

(B) losses (or gains) from the effects of accounting changes*	$	_________

5. Sum of Lines 4(A) and 4(B)	$	_________

6. Consolidated EBIT (Line 1 + Line 3 + Line 5)	$	_________

*	Income or gains described in Lines 4(A) and 4(B) shall be recorded as negative numbers.

Exhibit G, Page 5

EXHIBIT “H”

(to Credit Agreement)

COMMITTED BORROWING NOTICE

, 200



To:		Citibank, N.A. as administrative agent (the “Administrative Agent”)

cc:		Citibank, N.A. (“the Fronting Agent”)

From:		[applicable Borrower]

Re:		Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”)

1. Capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2. We hereby give notice pursuant to Section 2.03(e) of the Credit Agreement that we request the following [Floating Rate Advance] [Eurocurrency Committed Advance]:

Borrowing Date: , 200


Principal Amount*		Agreed Currency**		Interest Period***

Exhibit H, Page 1

Agreement, which representations and warranties are true and correct as of the respective dates specified therein).

4. Prior to and after giving effect to such Committed Advance, no Default or Unmatured Default exists.



[Name of applicable Borrower]

By:

Title:

*	Amount must be $25,000,000 or a larger multiple of $5,000,000.

**	With respect to Eurocurrency Committed Advances, Dollars, Sterling or euros.

***	With respect to Eurocurrency Committed Advances, one, two, three or six months, subject to the provisions of the definition of Eurocurrency Interest Period.

Exhibit H, Page 2

EXHIBIT “I”

(to Credit Agreement)

DOLLAR CONTINUATION/CONVERSION NOTICE

, 200



To:		Citibank, N.A. as administrative agent (the “Administrative Agent”)

cc:		Citibank, N.A. (“the Fronting Agent”)

From:		[applicable Borrower]

Re:		Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”)

1. Capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2. We hereby give notice pursuant to Section 2.03(f) of the Credit Agreement that we request a continuation or conversion of the following Dollar-denominated [Floating Rate Advance] [Eurocurrency Committed Advance] according to the terms below:


(A)	Date of continuation or conversion (which is the last day of the the applicable Interest Period)	________________________

(B)	Principal amount of continuation or conversion*	________________________

(C)	Type of Advance	________________________

(D)	Interest Period and the last day thereof **	________________________

Exhibit I, Page 1



[Name of applicable Borrower]

By:

Title:

*	Amount must be $25,000,000 or a larger multiple of $5,000,000.

**	With respect to Eurocurrency Committed Advances, one, two, three or six months, subject to the provisions of the definition of Eurocurrency Interest Period.

Exhibit I, Page 2

EXHIBIT “J”

(to Credit Agreement)

NON-DOLLAR CONTINUATION/CONVERSION NOTICE

, 200


To:		Citibank, N.A. as administrative agent (the “Administrative Agent”)

cc:		Citibank, N.A. (“the Fronting Agent”)

From:		[applicable Borrower]

Re:		Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”)

1. Capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2. We hereby give notice pursuant to Section 2.03(g) of the Credit Agreement that we request a continuation or conversion of the following non-Dollar-denominated Eurocurrency Committed Advance according to the terms below:



(A)	Date of continuation or conversion (which is the last day of the the applicable Interest Period)	______________________

(B)	Principal amount of continuation or conversion*	______________________

(C)	Agreed Currency of Advance**	______________________

(D)	Interest Period and the last day thereof ***	______________________

Exhibit J, Page 1



[Name of applicable Borrower]

By:

Title:

*	Amount must be $25,000,000 or a larger multiple of $5,000,000.

**	Sterling or euros

***	One, two, three or six months, subject to the provisions of the definition of Eurocurrency Interest Period.

Exhibit J, Page 2

EXHIBIT “K”

(to Credit Agreement)

FRONTED BORROWING NOTICE


				, 200


To:		Citibank, N.A. (as “Fronting Agent”)

cc:		Citibank, N.A. (the “Administrative Agent”)

From:		[Whirlpool Corporation][Whirlpool Finance B.V.]

Re:		Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”)

1. Capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2. We hereby give notice pursuant to Section 2.04(e) of the Credit Agreement that we request the following Fronted Advance:

Borrowing Date: ,


Principal Amount*		Agreed Currency**		Interest Period***

Exhibit K, Page 1

3. The undersigned hereby certifies that the representations and warranties contained in Article 6 of the Credit Agreement are true and correct as of such Borrowing Date (except the representations and warranties set forth in Sections 6.04, 6.05 and 6.07 of the Credit Agreement, which representations and warranties are true and correct as of the respective dates specified therein).

4. Prior to and after giving effect to such Committed Advance, no Default or Unmatured Default exists.


[WHIRLPOOL CORPORATION] [WHIRLPOOL FINANCE B.V.]

By:

Title:

*	Amount must be $25,000,000.

**	Dollars, Sterling or euros.

***	One to Seven days, subject to the provisions of the definition of Eurocurrency Interest Period.

Exhibit K, Page 2

EXHIBIT “L”

(to Credit Agreement)

COMPETITIVE BORROWING NOTICE


				, 200


To:		Citibank, N.A. as administrative agent (the “Administrative Agent”)

From:		[applicable Borrower]

Re:		Amended and Restated Long-Term Credit Agreement dated as of May 28, 2004 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., the other borrowers from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Fronting Agent for such lenders, JPMorgan Chase Bank, as Syndication Agent, and ABN AMRO Bank N.V., ING Bank N.V. and The Royal Bank of Scotland plc, as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”)

1. Capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2. We hereby give notice pursuant to Section 2.05(f) of the Credit Agreement that we accept Competitive Bid Quotes for the following proposed Competitive Bid Advance(s):

Borrowing Date: , 200


Principal Amount		Interest Period

Exhibit L, Page 1

3. We hereby affirm the representations and warranties made in Article 6 of the Credit Agreement (except the representations and warranties set forth in Sections 6.04, 6.05 and 6.07 of the Credit Agreement, which representations and warranties are true and correct as of the respective dates specified therein).



[Name of applicable Borrower]

By:

Title:

Exhibit L, Page 2

SCHEDULE I

(to Credit Agreement)

COMMITMENTS


Lender	Commitment		Percentage
Citibank, N.A.	$	110,000,000.00	9.167	%
JPMorgan Chase Bank	$	110,000,000.00	9.167	%
ABN AMRO Bank N.V.	$	85,000,000.00	7.083	%
ING Bank N.V.	$	85,000,000.00	7.083	%
The Royal Bank of Scotland Plc	$	85,000,000.00	7.083	%
Fortis Capital Corp.	$	70,000,000.00	5.833	%
Bank of America, N.A.	$	70,000,000.00	5.833	%
BNP Paribas – Chicago Branch	$	70,000,000.00	5.833	%
Sumitomo Mitsui Banking Corporation	$	55,000,000.00	4.833	%
Bank of Tokyo-Mitsubishi Trust Company	$	55,000,000.00	4.833	%
The Northern Trust Company	$	55,000,000.00	4.833	%
Standard Chartered Bank	$	55,000,000.00	4.833	%
UniCredito Italiano S.p.A.	$	55,000,000.00	4.833	%
Barclays Bank PLC	$	40,000,000.00	3.333	%
Banca Intesa S.p.A.	$	40,000,000.00	3.333	%
Banca Nazionale Del Lavoro S.p.A., New York Branch	$	40,000,000.00	3.333	%
ANZ Banking Group Limited	$	30,000,000.00	2.500	%
Bank Austria Creditanstalt AG	$	30,000,000.00	2.500	%
Nordea Bank Finland plc	$	30,000,000.00	2.500	%
U.S. Bank National Association	$	30,000,000.00	2.500	%
Total	$	1,200,000,000.00	100.000	%

Schedule I

SCHEDULE II

(to Credit Agreement)

EUROCURRENCY PAYMENT OFFICES

OF THE ADMINISTRATIVE AGENT¹


Currency		Eurocurrency Payment Office

Dollars		To: Citibank, N.A.

		For Citibank, N.A.

euros		To: Citibank, N.A.

		For: Citibank, N.A.

¹	Accounts to be provided before payments made.

Schedule II

Schedule III

(to Credit Agreement)

MLA Cost

The MLA Cost is an addition to the interest rate in relation to the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent or the Fronting Agent, as applicable, shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) in accordance with the paragraphs set out below. The MLA Cost will be calculated as the average of the rates supplied by the Reference Banks and will be expressed as a percentage rate per annum.

3.	The Additional Cost Rate for any Lender lending from a Lending Installation in a European Economic Area member state will be the percentage notified by that Lender to the Agent as the cost to that Lender of complying with the minimum reserve requirements of the European Central Bank.

4.	The Additional Cost Rate for any Lender lending from a Lending Installation in the United Kingdom will be calculated by the Administrative Agent or the Fronting Agent, as applicable, as follows:


		per cent. per annum.

Where:

(A)

is the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank) and expressed in pounds per £ 1,000,000 of the Tariff Base of that Reference Bank.

5.	For the purposes of this Schedule:

“Eligible Liabilities” has the meaning given to it from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required

Schedule III

pursuant to the Fees Rules but taking into account any applicable discount rate); and

“Tariff Base” has the meaning given to it, and will be calculated in accordance with, the Fees Regulations.

If requested by the Administrative Agent or the Fronting Agent, as applicable, each Reference Bank shall supply any information required by the Administrative Agent or the Fronting Agent, as applicable, for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Reference Bank shall supply the following information in writing on or prior to the date on which it becomes a Reference Bank:

(a)	the jurisdiction of its Facility Office;

(b)	the rate of charge payable by that Reference Bank to the Financial Services Authority calculated in accordance with A above; and

(c)	any other information that the Administrative Agent or the Fronting Agent, as applicable, may reasonably require for such purpose.

Each Reference Bank shall promptly notify the Administrative Agent or the Fronting Agent, as applicable, in writing of any change to the information provided by it pursuant to this paragraph and, if requested by the Administrative Agent or the Fronting Agent, as applicable, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent or the Fronting Agent, as applicable, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated in accordance with A above) and expressed in pounds per £ 1,000,000 of the Tariff Base of that Reference Bank.

The percentages or rates of charge of each Reference Bank for the purpose of A above shall be determined by the Administrative Agent or the Fronting Agent, as applicable, based upon the information supplied to it pursuant to paragraph 6 above and on the assumption that, unless a Reference Bank notifies the Administrative Agent or the Fronting Agent, as applicable, to the contrary, each Reference Bank’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Reference Bank pursuant to paragraphs 3 and 6 above is true and correct in all respects.

9.	Any determination by the Administrative Agent or the Fronting Agent, as applicable, pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional

Schedule III

Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties to the Credit Agreement.

10.

The Administrative Agent or the Fronting Agent, as applicable, may from time to time, after consultation with the Borrowers and the Lenders, determine and notify to all parties to the Credit Agreement any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties to the Credit Agreement.

Schedule III

SCHEDULE IV

(to Credit Agreement)

PRICING SCHEDULE

Each of “Facility Fee Rate” and “Eurocurrency Margin” means, for any day, the rate set forth below, in basis points per annum, in the row opposite such term and in the column corresponding to the Pricing Level that applies for such day:


Pricing Level	Level I	Level II	Level III	Level IV	Level V	Level VI
Facility Fee Rate	8.00	10.00	12.50	15.00	20.00	30.00

Eurocurrency Margin	17.00	27.50	37.50	47.50	67.50	107.50

For purposes of this Schedule, the following terms have the following meanings:

“Level I Pricing” applies at any date if, at such date, Whirlpool’s senior unsecured long-term debt is rated A or higher by S&P and A2 or higher by Moody’s.

“Level II Pricing” applies at any date if, at such date, (i) Whirlpool’s senior unsecured long-term debt is rated A- or higher by S&P or A3 or higher by Moody’s and (ii) Level I Pricing does not apply.

“Level III Pricing” applies at any date if, at such date, (i) Whirlpool’s senior unsecured long-term debt is rated BBB+ or higher by S&P or Baal or higher by Moody’s and (ii) neither Level I Pricing nor Level II Pricing applies.

“Level IV Pricing” applies at any date if, at such date, (i) Whirlpool’s senior unsecured long-term debt is rated BBB or higher by S&P or Baa2 or higher by Moody’s and (ii) none of Level I Pricing, Level II Pricing and Level III Pricing applies.

“Level V Pricing” applies at any date if, at such date, (i) Whirlpool’s senior unsecured long-term debt is rated BBB- or higher by S&P and Baa3 or higher by Moody’s and (ii) none of Level I Pricing, Level II Pricing, Level III Pricing and Level IV Pricing applies.

“Level VI Pricing” applies at any date if, at such date, no other Pricing Level applies.

“Moody’s” means Moody’s Investors Service, Inc.

“Pricing Level” refers to the determination of which of Level I, Level II, Level III, Level IV, Level V or Level VI applies at any date.

Schedule IV

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Companies, Inc.

The credit ratings to be utilized for purposes of this Schedule are those assigned to the senior unsecured long-term debt securities of Whirlpool without third-party credit enhancement, and any rating assigned to any other debt security of Whirlpool shall be disregarded. The ratings in effect for any day are those in effect at the close of business on such day.

The following provisions are applicable so long as Whirlpool’s long-term debt is rated at least BBB- by S&P and at least Baa3 by Moody’s: If Whirlpool is split-rated and the ratings differential is one level, the higher of the two ratings will apply (e.g. A-/Baal results in Level II Pricing). If Whirlpool is split-rated and the ratings differential is more than one level, the highest of the intermediate ratings shall be used (e.g. A-/Baa2 results in Level III Pricing, as does A-/Baa3).

Schedule IV

SCHEDULE V

(to Credit Agreement)

NOTICES

Borrowers:

Whirlpool Corporation

2000, M-63

Benton Harbor, Michigan 49022

Attn: Blair Clark

Telephone: ###-###-####

Facsimile: ###-###-####

Whirlpool Europe B.V.

c/o Whirlpool Corporation

2000, M-63

Benton Harbor, Michigan 49022

Attn: Blair Clark

Telephone: ###-###-####

Facsimile: ###-###-####

Whirlpool Finance B.V.

c/o Whirlpool Corporation

2000, M-63

Benton Harbor, Michigan 49022

Attn: Blair Clark

Telephone: ###-###-####

Facsimile: ###-###-####

Agent:

Citibank N.A.

2 Penns Way, 2^nd Floor

New Castle, DE 05720

Attn: Sean L. Portrait, Assistant Manager

Telephone: ###-###-####

Facsimile: ###-###-####

Email: ***@***

Schedule V

Lenders:


Credit Contact		Administrative Contact

ABN AMRO Bank N.V. 208 South LaSalle Street, Suite 1500 Chicago, IL 60604-1003 Attn: Sherry Manning Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		ABN AMRO Bank N.V. 208 South LaSalle Street, Suite 1500 Chicago, IL 60604-1003 Attn: Loan Administration Telephone: ###-###-#### Facsimile: ###-###-####

Australia New Zeeland Banking Group Limited 1177 Avenue of the Americas New York, NY 10036 Attn: Damodar Menon, Director Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		ANZ Banking Group Limited 1177 Avenue of the Americas New York, NY 10036 Attn: Jessie Amante Supervisor Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Banca Intesa S.p.A. 1 William Street New York, NY 10004 Attn: Raul Madrigal Telephone: ###-###-#### Facsimile: ###-###-####		Banca Intesa S.p.A. 1 William Street New York, NY 10004 Attn: Isabella Castrogiovanni Telephone: ###-###-#### Facsimile: ###-###-####

Banca Nazionale Del Lavoro S.p.A., New York Branch 25 West 51^st Street New York, NY 10019 Attn: Francesco di Mario Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		Banca Nazionale Del Lavoro S.p.A., New York Branch 25 West 51^st Street New York, NY 10019 Attn: Anna Hernandez, AVP Telephone: ###-###-#### Facsimile: (212) Email: *@*

		Banca Nazionale Del Lavoro S.p.A., New York Branch 25 West 51st Street New York, NY 10019 Ann: Maria Zaldumbide Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Schedule V


Credit Contact		Administrative Contact

Bank Austria Creditanstalt AG A-1010 Vienna Vordere Zollamtsstrasse 13 Attn: Hilke Schubert Telephone: 43 0 50505-44121 Facsimile: 43 1 ###-###-#### Email: *@*		Bank Austria Creditanstalt AG A-1010 Vienna Vordere Zollamtsstrasse 13 Attn: Inge Grienauer Telephone: 43 0 50505-44222 Facsimile: 43 0 50505-49394 Email: *@*

Bank of America, N.A. 231 South LaSalle Street, 9th Floor Chicago, IL 60604 Attn: Sharon Burks Horos Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		Bank of America, N.A. 1850 Gateway Boulevard Concord, CA ###-###-#### Attn: Myrna Lara Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Bank of Tokyo-Mitsubishi Trust Company 1251 Avenue of the Americas, 12th floor New York, NY 10020-1104 Attn: Paresh R. Shah Vice President Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		BTM Information Services, Inc. Bank of Tokyo-Mitsubishi Trust Company 1251 Avenue of the Americas, 12^th floor New York, NY 10020-1104 Attn: Rolando Uy, AVP, Loan Operations Dept. Telephone: ###-###-#### Facsimile: ###-###-#### ###-###-####
Bank of Tokyo-Mitsubishi Trust Company 1251 Avenue of the Americas, 12^th floor New York, NY 10020-1104 Attn: Ro Toyoshima Vice President Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Barclays Capital 200 Park Avenue New York, NY 10166 Attn: John Giannone Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		Barclays Capital 222 Broadway New York, NY 10038 Attn: Eddie Cotto Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Schedule V


Credit Contact		Administrative Contact

BNP Paribas 209 South LaSalle Street, Suite 500 Chicago, IL 60604 Attn: Thomas Ambrose Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		BNP Paribas 919 Third Avenue, 3^rd Floor New York, NY 10022 Attn: Gabriel Candamo Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Citibank N.A. 233 S. Wacker Dr. 86^th Chicago, IL 60606 Attn: John Coons Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		Citibank N.A. 2 Penns Way, 2^nd Floor New Castle, DE 05720 Attn: Sean L. Portrait, Assistant Manager Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Fortis Capital Corp. 3 Stamford Plaza 301 Tresser Boulevard, 9^th Floor Stamford, CT 06901 Attn: Egans van Iterson Scholten Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		Fortis Capital Corp. 3 Stamford Plaza 301 Tresser Boulevard, 9^th Floor Stamford, CT 06901 Attn: Marlene Purrier-Ellis/Frank Campanelli Telephone: ###-###-####/5936 Facsimile: ###-###-####/5888 Email: *@* *@*

ING Bank N.V. 49 St. Stephen’s Green Dublin 2 Ireland Attn: Bairbre Kelleher Telephone: (01) 638 4028 Facsimile: (01) 638 4050 Email: *@*		ING Bank N.V. 49 St. Stephen’s Green Dublin 2 Ireland Attn: Alan Maher Telephone: (01) 638 4008 Facsimile: (01) 638 4060 Email: *@*

JPMorgan Chase Bank 270 Park Avenue, 4^th floor New York, NY 10017 Attn: Tina Ruyter Telephone: ###-###-#### Facsimile: ###-###-#### Email:		JPMorgan Chase Bank 270 Park Avenue, 47^th floor New York, NY 10017 Attn: Vito S. Cipriano Account Manager Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Schedule V


Credit Contact		Administrative Contact

Nordea Bank Finland Plc 437 Madison Avenue New York, NY 10022 Attn: Thomas Hickey Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		Nordea Bank Finland Plc 437 Madison Avenue New York, NY 10022 Attn: Loan Administration Department Telephone: ###-###-#### Facsimile: ###-###-####

The Northern Trust Company 50 S. LaSalle, 11^th floor Chicago, IL 60675 Attn: Peter R. Martinets Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		The Northern Trust Company 50 S. LaSalle, 11^th floor Chicago, IL 60675 Attn: Ms. Linda Honda Telephone: ###-###-#### Facsimile: ###-###-####

The Royal Bank of Scotland Plc 101 Park Avenue, 12^th Floor New York, NY 10178 Attn: Jayne Seaford, Senior Vice President Telephone: ###-###-#### Facsimile: ###-###-####		The Royal Bank of Scotland Plc 101 Park Avenue New York, NY 10178 Attn: Juanita Baird Telephone: ###-###-#### Facsimile: ###-###-####

Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attn: David B. Edwards Vice President Telephone: ###-###-#### Facsimile: ###-###-#### E-mail: *@*		Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attn: Victoria Faltine Assistant Vice President Telephone: ###-###-#### Facsimile: ###-###-#### E-mail: *@*

Sumitomo Mitsui Banking Corp., New York 277 Park Avenue New York, NY 10172 Attn: Jack Rosa Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*		Sumitomo Mitsui Banking Corp., New York 277 Park Avenue New York, NY 10172 Attn: Yvette Browne Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Schedule V


Credit Contact		Administrative Contact

UniCredito Italiano S.p.A. 430 Park Avenue, 9^th Floor New York, NY 10022 Attn: Saiyed Abbas Telephone: ###-###-#### Facsimile: ###-###-####		UniCredito Italiano S.p.A. 430 Park Avenue, 9^th Floor New York, NY 10022 Attn: Dan Tausek Telephone: ###-###-#### Facsimile: ###-###-####

U.S. Bank, National Association 209 S. LaSalle Street, 3^rd Floor Chicago, IL 60604 Attn: Barry Litwin Telephone: (312) 325-88 Facsimile: (3121) 325-88 Email: *@*		U.S. Bank, National Association 400 City Center, OS-WI-CCCL Oshkosh, WI 54901 Attn: Connie Sweeney Telephone: ###-###-#### Facsimile: ###-###-#### Email: *@*

Schedule V