Whirlpool Corporation Notes Due Nine Months or More From the Date of Issue TERMS AGREEMENT
Exhibit 1.2
Execution Version
Whirlpool Corporation
Notes
Due Nine Months or More From the Date of Issue
TERMS AGREEMENT
May 29, 2012
Whirlpool Corporation
2000 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 May 29, 2012, between the Purchasers and Agents referenced therein and you, the undersigned agrees to purchase the following Notes of Whirlpool Corporation:
| Aggregate Principal Amount: | $300,000,000 | |
| Notes Offered: | $300,000,000 4.700% Notes due 2022 | |
| Interest Rate: | 4.700% per annum | |
| Date of Maturity: | June 1, 2022 | |
| Interest Payment Dates: | Semi-annually on June 1 and December 1 of each year, commencing December 1, 2012 | |
| Record Dates: | May 15 and November 15 of each year | |
| Change of Control Offer: | Yes | |
| Underwriting Discount: | 0.650% of the principal amount | |
| Price to Public: | 99.850% of the principal amount | |
| Time of Sale: | 2:15 PM, New York City Time, May 29, 2012 | |
| Date and Time of Settlement: | June 1, 2012, 9:00 AM, New York City Time | |
| Place for Delivery of Notes and Payment Therefor: | Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 | |
| Method of Payment: | Same-day funds via wire transfer | |
| 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 |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Stephen Sheiner | |
| Name: | Stephen Sheiner | |
| Title: | Executive Director | |
| RBS SECURITIES INC. | ||
| By: | /s/ Moshe Tomkiewicz | |
| Name: | Moshe Tomkiewicz | |
| Title: | Managing Director | |
Terms Agreement Signature Page
| Accepted: | ||
| WHIRLPOOL CORPORATION | ||
| By: | /s/ Margaret McLeod | |
| Name: | Margaret McLeod | |
| Title: | Vice President and Treasurer | |
Terms Agreement Signature Page
