Attached files
| file | filename |
|---|---|
| 10-Q - UNION CARBIDE CORP /NEW/ | ucc3q09.htm |
| EX-23 - UNION CARBIDE CORP /NEW/ | ucc3q09ex23.htm |
| EX-32.1 - UNION CARBIDE CORP /NEW/ | ucc3q09ex32_1.htm |
| EX-31.2 - UNION CARBIDE CORP /NEW/ | ucc3q09ex31_2.htm |
| EX-32.2 - UNION CARBIDE CORP /NEW/ | ucc3q09ex32_2.htm |
| EX-31.1 - UNION CARBIDE CORP /NEW/ | ucc3q09ex31_1.htm |
| EX-10.5.7 - UNION CARBIDE CORP /NEW/ | ucc3q09ex10d5d7.htm |
| EXHIBIT 10.7.2 |
| Second Amendment to |
| Second Amended and Restated Revolving Loan Agreement |
Second
Amendment to Second Amended and Restated Revolving Loan Agreement
This Second Amendment to the Second
Amended and Restated Revolving Loan Agreement (the “Amendment”), dated as
of December 31, 2007, is entered into by and between Union Carbide Corporation,
a New York corporation (the “Lender”) and The Dow
Chemical Company, a Delaware corporation (the “Borrower”) effective
as of August 1, 2009.
WHEREAS, the Lender and the Borrower
are parties to the Second Amended and Restated Revolving Loan Agreement dated as
of November 1, 2005 and amended by the First Amendment dated the 31st day
of December 2007 (the “Loan Agreement”);
WHEREAS, the Lender and the Borrower
wish to increase the Commitment Amount, and to change the Interest Rate, both as
defined in the Loan Agreement;
NOW, THEREFORE, in view of the
following terms and conditions and for other good and valuable consideration to
the receipt and sufficiency whereof is hereby acknowledged, the parties agree as
follows:
1.
To add the following Definition to the Loan Agreement as 1.14:
“TDCC
Reference Rate” means the interest rate established for intercompany financing
transactions by the Corporate Treasury Department of The Dow Chemical Company
(Borrower). This rate is set to LIBOR plus 280 basis point as of the
effective date of this Amendment, any future changes to this rate will be
effective if agreed between the Lender and the Borrower in
writing.”
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2.
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Paragraph
2.1 of the Loan Agreement is hereby deleted and replaced as
follows:
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2.1
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Advances
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The
Lender agrees, on the terms and conditions stated in this Agreement, to make
advances to the Borrower (the “Advance(s)”) in an
aggregate outstanding amount not to exceed $6,000,000,000 (Six Billion U.S.
Dollars) (the “Commitment”) during
the period from the Effective Date to the Maturity Date. The amount
of Advances outstanding from time to time under this Agreement is referred to as
the “Loan”. The
amount of Advances repaid pursuant to Section 2.4(d) below prior to the Maturity
Date, may be reborrowed subject to the limitations contained in this
Agreement.
3.
Paragraph 2.3(a) of the Loan Agreement is hereby deleted and replaced as
follows:
2.3 Interest
(a) The
Loan bears interest from day to day at an interest rate per annum (the “Interest Rate”) equal
to the lesser of:
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(i)
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The
TDCC Reference Rate minus 12.5 basis points;
and
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(ii)
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The
maximum rate allowable by law.
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Interest
accrues on unpaid principal amount of each Advance from the date each Advance is
made to the date such Advance is payable in accordance with
Section 2.4.
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4.
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Lender
and Borrower expressly confirm that all amounts previously loaned by
Lender to Borrower pursuant to the Loan Agreement (including those loaned
in excess of the prior Commitment of Four Billion U.S. Dollars
($4,000,000,000) are deemed loaned
hereunder.
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5.
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No Other Amendment or
Waiver. Except as expressly amended by this Amendment, the Loan
Agreement remains in full force and effect in accordance with its
terms.
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6.
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Execution in
Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed will be deemed to be an
original and all of which taken together will constitute one and the same
agreement. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same
document.
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7.
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Governing
Law. This Amendment and the rights and obligations of
the parties to this Amendment will be governed by and construed and
interpreted in accordance with the laws of the State of New
York.
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IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by
their duly authorized representatives.
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THE
DOW CHEMICAL COMPANY
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UNION
CARBIDE CORPORATION
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By:
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/s/
ANDREAS UNTERSTE
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By:
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/s/
EUDIO GIL
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Name:
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Andreas
Unterste
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Name:
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Eudio
Gil
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Title:
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Director
of Financial Operations,
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Title:
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Chief
Financial Officer,
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Compliance
and Technology
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Vice
President and Treasurer
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