Whirlpool Corporation Notes Due Nine Months or More From the Date of Issue TERMS AGREEMENT
Exhibit 1.2
Whirlpool Corporation
Notes
Due Nine Months or More From the Date of Issue
TERMS AGREEMENT
April 29, 2009
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 April 29, 2009, between the Purchasers and Agents referenced therein and you, the undersigned agrees to purchase the following Notes of Whirlpool Corporation:
| Aggregate Principal Amount: | $850,000,000 | |
| Notes Offered: | $350,000,000 8.000 % Notes due 2012 (“2012 Notes”) $500,000,000 8.600% Notes due 2014 (“2014 Notes”) | |
| Interest Rate: | 2012 Notes: 8.000% per annum 2014 Notes: 8.600% per annum | |
| Date of Maturity: | 2012 Notes: May 1, 2012 2014 Notes: May 1, 2014 | |
| Interest Payment Dates: | Semi-annually on May 1 and November 1 of each year, commencing November 1, 2009 | |
| Record Dates: | April 15 and October 15 of each year | |
| Change of Control Offer: | Yes | |
| Underwriting Discount: | 2012 Notes: 0.400% of the principal amount 2014 Notes: 0.600% of the principal amount | |
| Price to Public: | 2012 Notes: 99.889% of the principal amount 2014 Notes: 99.950% of the principal amount | |
| Time of Sale: | 4:08 PM, New York City Time, April 29, 2009 | |
| Date and Time of Settlement: | May 4, 2009, 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 | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ BRIAN BEDNARSKI | |
| Name: | Brian Bednarski | |
| Title: | Managing Director | |
| J.P. MORGAN SECURITIES INC. | ||
| By: | /s/ STEPHEN L. SHEINER | |
| Name: | Stephen L. Sheiner | |
| Title: | Vice President | |
Accepted:
| WHIRLPOOL CORPORATION | ||
| By: | /s/ MARGARET MCLEOD | |
| Name: | Margaret McLeod | |
| Title: | Vice President and Treasurer | |
