Consent to Commitment Increase dated September 27, 2017 by and between Whirlpool Corporation and JPMorgan Chase Bank, N.A., as Administrative Agent, and form of consent by certain Financial Institutions

    

Dated as of September 27, 2017

JPMorgan Chase Bank, N.A.,

as Administrative Agent

500 Stanton Christiana Road, Ops 2, 3^rd Floor

Newark, Delaware 19713

Attention:     Loan and Agency Services Group

Ladies and Gentlemen:

Reference is made to the Third Amended and Restated Long-Term Credit Agreement dated as of May 17, 2016 (as amended or modified from time to time, the “Credit Agreement”) among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation, Whirlpool Finance B.V., a Netherlands corporation, Whirlpool Canada Holding Co., a Nova Scotia unlimited company, the Lenders (as defined in the Credit Agreement) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein, and all references to Sections herein are references to Sections of the Credit Agreement.

Pursuant to Section 2.03(c)(iii), of the Credit Agreement, Whirlpool delivered to the Administrative Agent on September 8, 2017 a request that the aggregate amount of the commitments be increased, and, subject to the terms and conditions of this Consent, Whirlpool and the Lenders party hereto hereby agree to increase the aggregate amount of the commitments to $3,000,000,000.

Each Lender executing this Consent agrees to increase its Commitment to the amount so indicated on the attached Schedule I. Each Issuing Bank executing this Consent hereby consents to the Commitments of the Lenders as indicated on the attached Schedule I. This agreement to increase the Commitments is subject in all respects to the terms of the Credit Agreement and is irrevocable.

The increase of Commitments shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Consent executed by Whirlpool, each of the Lenders whose Commitment is increased and each Issuing Bank. The increase of Commitments is further subject to the delivery to the Administrative Agent of (a) certified copies of resolutions of the Board of Directors of Whirlpool or the Finance Committee of such Board approving the Commitment increase and (b) a certificate of Whirlpool certifying that as of the date of this Consent (i) no Default or Unmatured Default shall have occurred and be continuing or shall result from the Commitment increase and (ii) all of the representations and warranties set forth in Article 6 of the Credit Agreement (except for (x) those contained in Sections 6.04, 6.05 and 6.07 and (y) those contained 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 and Subsidiary of the target of such Material Acquisition) consummated within 30 days prior to the effective date of the Commitment increase shall be true and correct in all material respects. This Consent is subject to the provisions of Section 9.03 of the Credit Agreement.

This Consent 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 but one and the same agreement. Delivery of an executed counterpart of a signature page to this Consent by facsimile or electronic communication (.pdf file) shall be effective as delivery of a manually executed counterpart of this Amendment.

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

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

WHIRLPOOL CORPORATION

By /s/ MATTHEW NOCHOWITZ

Name: Matthew Nochowitz

Title: Vice President of Tax and Treasurer

JPMORGAN CHASE BANK, N.A., Individually and

as Administrative Agent and Issuing Bank

By /s/ ROBERT D. BRYANT

Name: Robert D. Bryant

Title: Executive Director

____________________[, Individually and as Issuing Bank]