Amendment No. 1 dated August 30, 2018 to Third Amended and Restated Long-Term Five-Year Credit Agreement among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., Whirlpool Canada Holding Co., the other Borrowers party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and certain other financial institutions

EXHIBIT 10.1

To the banks, financial institutions

and other lenders

(collectively, the "Lenders") parties

to the Credit Agreement referred to

below and to JPMorgan Chase Bank, N.A., as agent

(the "Administrative Agent") for the Lenders

Ladies and Gentlemen:

We refer to the Third Amended and Restated Long-Term Credit Agreement, dated as of May 17, 2016 (the "Credit Agreement") among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Finance B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Canada Holding Co., a Nova Scotia unlimited company, the other Borrowers from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

It is hereby agreed by you and us as follows:

The Credit Agreement is, effective as of the date of the Amendment Effective Date (as defined below), hereby amended as follows:

1.    Section 2.09 of the Credit Agreement is hereby amended by adding the following phrase to the end of the fourth paragraph in such Section:

"whereupon such Subsidiary shall cease to be a Borrower or a Borrowing Subsidiary."

2.    Section 7.12 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"Section 7.12. Debt to Capitalization Ratio.

Whirlpool shall maintain, as of the last day of each fiscal quarter of Whirlpool, a Debt to Capitalization Ratio of less than or equal to 0.65 to 1.00."

3.    Section 7.15 of the Credit Agreement is hereby amended and restated in its entirety as follows:

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 (a) 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 and (b) any such transaction between or among Whirlpool and its Subsidiaries, or between or among any Subsidiaries, in each case not involving any Affiliate that is not Whirlpool or a Subsidiary."

This Letter Amendment shall become effective when the Administrative Agent shall have received counterparts of this Letter Amendment executed by each Borrower and the Required Lenders (the "Amendment Effective Date").

Whirlpool hereby represents and warrants, as of the Amendment Effective Date, that (i) there exists no Default or Unmatured Default; and (ii) the representations and warranties contained in Article 6 of the Credit Agreement are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) (except for the representations and warranties set forth in Sections 6.06 and 6.12 solely as such representations and warranties relate to any Subsidiary acquired in connection with a Material Acquisition (including any Subsidiary of the target of such Material Acquisition) consummated within 30 days prior to the Amendment Effective Date).

On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. This Letter amendment shall be deemed to constitute a "Loan Document".

The Credit Agreement and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, email: ***@***.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

WHIRLPOOL CORPORATION

By    /s/ Jennifer L. Powers

Name: Jennifer L. Powers

Title: Assistant Treasurer

WHIRLPOOL EUROPE B.V.

By    /s/ Jennifer L. Powers

Name: Jennifer L. Powers

Title: Attorney-in-fact

WHIRLPOOL FINANCE B.V.

By    /s/ Jennifer L. Powers

Name: Jennifer L. Powers

Title: Attorney-in-fact

WHIRLPOOL GLOBAL B.V.

By    /s/ Jennifer L. Powers

Name: Jennifer L. Powers

Title: Attorney-in-fact

WHIRLPOOL CANADA HOLDING CO.

By    /s/ Jennifer L. Powers

Name: Jennifer L. Powers

Title: Assistant Treasurer

Agreed as of the date first above written:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and as Lender

By:    /s/ Gene Riego de Dios

Name: Gene Riego de Dios

Title: Executive Director

 

    

CITIBANK, N.A.,

as Lender

By:    /s/ Susan M. Olsen

Name: Susan M. Olsen

Title: Vice President

BNP Paribas,

as Lender

By:    /s/ Emma Petersen

Name: Emma Petersen

Title: Director

By:    /s/ Mike Pearce

Name: Mike Pearce

Title: Managing Director

MIZUHO BANK, LTD.,

as Lender

By:    /s/ Raymond Ventura

Name: Raymond Ventura

Title: Managing Director

Wells Fargo Bank, N.A.,

as Lender

By:    /s/ Kara Treiber

Name: Kara Treiber

Title: Director

Bank of America, N.A.,

as Lender

By:    /s/ J. Casey Cosgrove

Name: J. Casey Cosgrove

Title: Director

DEUTSCHE BANK AG NEW YORK BRANCH,

as Lender

By:    /s/ Ming K. Chu

Name: Ming K. Chu

Title: Director

By:    /s/ Virginia Cosenza

Name: Virginia Cosenza

Title: Vice President

GOLDMAN SACHS BANK USA,

as Lender

By:    /s/ Jamie Minieri

Name: Jamie Minieri

Title: Authorized Signatory

HSBC BANK USA, N.A.,

as Lender

By:    /s/ Andrew Bicker

Name: Andrew Bicker

Title: Director

ING Bank N.V., Dublin Branch,

as Lender

By:    /s/ Barry Fehily

Name: Barry Fehily

Title: Managing Director

By:    /s/ Sean Hassett

Name: Sean Hassett

Title: Director

Intesa Sanpaolo S.p.A., New York Branch,

as Lender

By:    /s/ William S. Denton

Name: William S. Denton

Title: Global Relationship Manager

By:    /s/ Francesco Di Mario

Name: Francesco Di Mario

Title: FVP & Head of Credit

MUFG Bank, Ltd.,

as Lender

By:    /s/ Mark Maloney

Name: Mark Maloney

Title: Authorized Signatory

UniCredit Bank AG, New York Branch,

as Lender

By:    /s/ Douglas Riahi

Name: Douglas Riahi

Title: Managing Director

By:    /s/ Thomas Petz

Name: Thomas Petz

Title: Director

BANCO SANTANDER, S.A.,

as Lender

By:    /s/ Ignacio Martin-Aragon

Name: Ignacio Martin-Aragon

Title: Vice President

By:    /s/ I. Letamendi

Name: I. Letamendi

Title: Managing Director

The Bank of Nova Scotia,

as Lender

By:    /s/ Laura Gimena

Name: Laura Gimena

Title: Director

Bayerische Landesbank, New York Branch,

as Lender

By:    /s/ Varbin Staykoff

Name: Varbin Staykoff

Title: Senior Director

By:    /s/ Gina Sandella

Name: Gina Sandella

Title: Vice President

Credit Industriel et Commercial, New York Branch,

as Lender

By:    /s/ Edwige Sucher

Name: Edwige Sucher

Title: Vice President

By:    /s/ Nicolas Regent

Name: Nicolas Regent

Title: Vice President

Credit Suisse (Switzerland) Ltd.,

as Lender

By:    /s/ Pascal Twerenbold

Name: Pascal Twerenbold

Title: Assistant Vice President

By:    /s/ Stefan Willi

Name: Stefan Willi

Title: Director

Itau Unibanco S.A., New York Branch,

as Lender

By:    /s/ Jorge I. Vera

Name: Jorge I. Vera

Title: Middle Office Manager

By:    /s/ Ciro Mello

Name: Ciro Mello

Title: General Manager

Societe Generale,

as Lender

By:    /s/ John Hogan

Name: John Hogan

Title: Director

The Northern Trust Company,

as Lender

By:    /s/ Wicks Barkhausen

Name: Wicks Barkhausen

Title: Vice President

U.S. Bank National Association,

as Lender

By:    /s/ Mary Ann Hawley

Name: Mary Ann Hawley

Title: Vice President