Whirlpool Corporation Certificate of Designated Officers for $500,000,000 4.500% Senior Notes Due 2046
This document certifies that Whirlpool Corporation, through its designated officers, has approved and established $500 million in 4.500% Senior Notes due 2046 under the terms of an existing Indenture with U.S. Bank National Association as Trustee. The officers confirm that all necessary conditions and procedures outlined in the Indenture have been met for issuing these securities. The certificate is signed by authorized officers of Whirlpool Corporation as of May 23, 2016.
Exhibit 4.1
WHIRLPOOL CORPORATION
CERTIFICATE OF DESIGNATED OFFICERS
May 23, 2016
Pursuant to Sections 2.01, 2.03 and 11.05 of the Indenture, dated as of March 20, 2000 (the Indenture), between Whirlpool Corporation (the Company) and U.S. Bank National Association (as successor to Citibank, N.A.), as Trustee (the Trustee), and pursuant to resolutions adopted by the Board of Directors of the Company on December 15, 1999 and April 21, 2015 (the Company Resolutions), the undersigned officers of the Company do hereby certify that there is hereby approved and established pursuant to the Indenture $500,000,000 aggregate amount of the Companys 4.500% Senior Notes due 2046 (the Securities) and under the Indenture whose terms shall be as set forth in Annex A-1 attached hereto.
The undersigned officers (i) have read the applicable provisions of the Indenture, (ii) have reviewed the form and terms of the Securities, (iii) in the opinion of the undersigned, have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the applicable conditions precedent under the Indenture have been complied with, (iv) hereby certify that the applicable conditions precedent under the Indenture have been complied with and (v) hereby certify that the form and terms of the Securities comply with the Indenture.
Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture.
IN WITNESS WHEREOF, each of the undersigned has signed his name as of the date first written above.
By: | /s/ Mathew M. Nochowitz | |
Name: Matthew M. Nochowitz | ||
Title: Vice President, Tax and Treasurer | ||
By: | /s/ John F. Geddes | |
Name: John F. Geddes | ||
Title: Assistant Treasurer |
Certificate of Designated Officers