Whirlpool Corporation $500,000,000 Notes Terms Agreement with Banc of America Securities and Greenwich Capital Markets (2008)
Whirlpool Corporation has agreed to sell $500 million in notes to Banc of America Securities, LLC and Greenwich Capital Markets, Inc. The notes carry a 5.5% annual interest rate, mature on March 1, 2013, and pay interest semiannually. The purchase price is 99.175% of the principal, with a 0.60% discount and a $3 million commission. The agreement is subject to the terms of a prior Selling Agency Agreement, and the transaction is scheduled for February 28, 2008. Payment will be made in cash at Davis Polk & Wardwell in New York.
Whirlpool Corporation
Notes
Due Nine Months or More From the Date of Issue
TERMS AGREEMENT
February 25, 2008
Whirlpool Corporation2000 North M-63
Benton Harbor, Michigan 49022-2692
Attention: Treasurer Subject in all respects to the terms and conditions of the Selling Agency Agreement (the "Agreement") dated February 25, 2008, between the Purchasers and Agents referenced therein and you, the undersigned agrees to purchase the following Notes of Whirlpool Corporation:
Aggregate Principal Note: | $500,000,000 |
Interest Rate: | 5.500% per annum |
Date of Maturity: | March 1, 2013 |
Interest Payment Dates: | March 1 and September 1 of each year, commencing September 1, 2008 |
Record Dates: | February 15 and August 15 of each year, commencing February 15, 2008 |
Change of Control Offer: | Yes |
Other Terms of Notes: | None |
Discount: | 0.60% of the principal amount |
Purchase Price: | 99.175% of the principal amount, plus accrued interest from February 28, 2008 |
Commission: | $3,000,000 |
Time of Sale: | 3:00 PM, New York City Time |
Purchase Date and Time: | February 28, 2008, 9:00 AM, New York City Time |
Place for Delivery of Notes and Payment Therefor: | Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 |
Method of Payment: | Cash |
Modification, if any, in the requirements to deliver the documents specified in Sections 2(b) or 6(b) or other Sections of the Agreement: | None |
BANC OF AMERICA SECURITIES, LLC
By: /s/ Peter J. Carbone
Name: Peter J. Carbone
Title: Vice President
GREENWICH CAPITAL MARKETS, INC.
By: /s/ Moshe Tomkiewicz
Name: Moshe Tomkiewicz
Title: Managing Director
Accepted:
WHIRLPOOL CORPORATION By: /s/ Blair A. ClarkName: Blair A. Clark
Title: Vice President and Treasurer