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Ninth Amendment to Second Amended and Restated Revolving Loan Agreement, dated March 31, 2022, effective as of January 1, 2022, between the Corporation and The Dow Chemical Company

Contract Categories: Business Finance - Loan Agreements
EX-10.7.9 3 ucc-3312022xq1xex1079.htm EX-10.7.9 Document

 EXHIBIT 10.7.9


This Ninth Amendment to Second Amended and Restated Revolving Loan Agreement (“Amendment”), dated March 31, 2022, shall be effective as of January 1, 2022, and is made and entered into by and between Union Carbide Corporation, a New York corporation (“Lender”) and The Dow Chemical Company, a Delaware corporation (“Borrower”). Lender and Borrower may each be referred to as a “Party” and together referred to as the “Parties.”

A.The Parties entered into a Second Amended and Restated Revolving Loan Agreement, effective November 1, 2005, as amended (the “Agreement”), pursuant to which Lender has a Commitment to makes advances to Borrower in an amount not to exceed $6,000,000,000 (Six Billion U.S. Dollars); and

B.The Parties acknowledge the lending industry is transitioning away from the use of the London Interbank Offered Rate (LIBOR), and, therefore, the Parties desire to enter into this Amendment to reflect changes to the interest rate to be charged under the Agreement and update other provisions of the Agreement.

The Parties hereby agree as follows:

1.Applicability of Provisions of the Agreement

Except as expressly amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. The Agreement and this Amendment shall be read, taken and construed as one and the same instrument, however, in the event of a conflict or inconsistency between the Agreement and this Amendment, this Amendment will control. Unless otherwise specified, references in this Amendment to Articles and Exhibits refer to the Articles and Exhibits of the Agreement. Capitalized words and phrases used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.


a.The following definition for “Alternative Reference Rate” is hereby added to Article 1 (Definitions):

““Alternative Reference Rate” means the reference rate set forth on Exhibit A attached hereto for the currency applicable to Advances under the Agreement.”

b.The definition for “LIBOR” is hereby deleted in its entirety from Article 1 (Definitions).

c.The definition for “TDCC Reference Rate” is hereby deleted in its entirety and replaced with the following definition:

““TDCC Reference Rate” means the interest rate established for intercompany financing transactions by the Corporate Treasury Department of The Dow Chemical Company from time

to time. This rate is initially comprised of 1 month Alternative Reference Rate; plus a positive spread that represents transactions with unrelated parties under similar terms and conditions.”

d.The definition of “Maturity Date” is hereby amended to mean December 30, 2022.

3.Prior Loan Agreement

Lender and Borrower agree and acknowledge they may have entered into other loan or credit agreements dated or effective prior to the date hereof in the same capacity as under the Agreement and that all such prior loan or credit agreements are terminated and superseded by the Agreement.


Section 7.3 is hereby amended to update the Borrower’s address to read:

The Dow Chemical Company
2211 H.H. Dow Way
Midland, MI 48674
Attention: Treasurer

5.Entire Agreement

This Amendment may be signed and delivered in one or more counterparts, each of which when so signed and delivered will be an original, and those counterparts will together constitute one and the same instrument. Delivery of this Amendment by facsimile, e-mail or functionally equivalent electronic transmission constitutes valid and effective delivery. This Amendment may only be modified or amended by an express written agreement signed by an authorized representative of each Party.

6.Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction set forth in the governing law section of the Agreement.


This Amendment was prepared jointly by the Parties, and no rule that it be construed against the drafter shall have any application in its construction or interpretation.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly authorized representatives.

The Dow Chemical CompanyUnion Carbide Corporation
Name:Mike NashName:Ignacio Molina
Title:Authorized SignatoryTitle:Chief Financial Officer, Vice
President and Treasurer

Exhibit A
Effective January 1, 2022
CurrencyCountryReference RateBloomberg Ticker Index or SourceRate Fixing DateSource LocationSource DescriptionIndex Name
AEDUAEEIBOREIBO1M2 Days Prior to Work Day 1 bank of UAEEmirates Interbank Offer Rate 1 Month Ask (Index)
ARSArgentinaAverage Rate from four banks2 Days Prior to Work Day 1Interest rate curve quote obtained monthly from 4 banks, including one National Bank
AUDAustraliaADBB1MADBB1M2 Days Prior to Work Day 1 Australian Securities Exchange
CADCanadaCDORCDOR012 Days Prior to Work Day 1 Stock Exchange GroupCanada Bankers Acceptances 1 Month (Index)
CHFSwitzerlandSARONSARO1MC2 Days Prior to Work Day 1 Group Ltd (SIX) SARON 1 month Compound Rate (Index)
CLPChili WD of Month Benchmark Facility SpA (100% sub of Global Rate Set Systems Ltd), located on 1M Tab Nominal
CNYChinaCNDRAMCNDRAM1Y * (1+6% VAT Rate)As new rate is People's Bank of ChinaChina PBOC Benchmark Deposit Rate of Agreement Deposit
COPColumbiaCitibank Mkt RateCitibank Market RateQuarterly (as of Q-end)LATAM Treasury Funding Team obtains the rate from bank.
CZKCzech RepublicPRIBORPRIB01M2 Days Prior to Work Day 1 Financial Benchmark Facility (CFBF)Czech Interbank Offered Rates 1 Month (Index)
DKKDenmarkCIBORCIBO01M2 Days Prior to Work Day 1 Financial Benchmark FacilityCopenhagen Interbank Offered Rates 1 Month (Index)
EUREuropean UnionEURIBOREUR001M2 Days Prior to Work Day 1 Money Markets InstituteEuribor (Euro Interbank Offered Rate) 1 Month ACT/360 (Index)
GBPUnited KingdomSONIATISONI1M2 Days Prior to Work Day 1 Benchmark Administration Limited (IBA)ICE IBA - ICE Term SONIA Reference Rates 1M (Index)
HKDHong KongHIBORHIHD01M2 Days Prior to Work Day 1 Hong Kong Association of BanksHK Assoc of Banks Hong Kong Dollar HIBOR Fixings 1 Month (Index)
HUFHungaryBUBORBUBOR01M2 Days Prior to Work Day 1 Nemzeti Bank (central bank of Hungary)National Bank of Hungary Budapest Interbank Offered Rates 1 Month Index
IDRIndonesiaJIBORJIIN1M2 Days Prior to Work Day 1,untuk%20tenor%20di%20atas%20overnightBank IndonesiaBank Indonesia Jakarta Interbank Offering Rate 1 Month (Index)
JPYJapanTIBORTI0001M2 Days Prior to Work Day 1 Tibor AdministrationJapan Bankers Association TIBOR Fixing Rate 1 Month (Index)
KRWSouth KoreaKR IRS Fixing RateKorea IRS2 Days Prior to Work Day 14.6% (current fix rate) Arbitrarily set & enforced by Korea IRSKRW 3 Month Certificate of Deposit (Currency) Composite
KWDKuwaitKIBORKIB0B1M2 Days Prior to Work Day 1 bank of KuwaitKuwait Central Bank 1M Offer Rate (Index)
MXNMexicoBanamex Mkt RateBanamex Market Rate1st Working Day of QtrLATAM Treasury Funding Team obtains the rate from bank.
MYRMalaysiaKLIBORKLIB1M2 Days Prior to Work Day 1 Negara Malaysia (central bank of Malaysia)Bank Negara Malaysia Klibor Interbank Offered Rate Fixing 1 Month
NOKNorwayNOWANOWA1MA2 Days Prior to Work Day 1 BankNOWA Compounded Aveage 1 Month (Index)
NZDNew ZealandNZD Bank BillNDBB1M CMPN Currency2 Days Prior to Work Day 1NZN 1 Month Bank Bill (Currency) Composite
PHPPhilippinesPHIBORPREF1M2 Days Prior to Work Day 1 Sentral NL Pilipinas (centr bank of Philippines)Philippines 1-Month Interbank Reference Rate PHIREF at 1130am (Index)

PLNPolandWIBORWIBO1M2 Days Prior to Work Day 1 GPW Benchmark SAGPW Benchmark WIBID/WIBOR PLN 1M (Index)
RONRomaniaROBORBUBR1M2 Days Prior to Work Day 1 National Bank of RomaniaNational Bank of Romania ROBID-ROBOR 1 Month (Index)
SEKSwedenSWESTRSWESTR2 Days Prior to Work Day Compounded Average 1 Month (Index)
SGDSingaporeSORASORACA1M2 Days Prior to Work Day 1 Authority of SingaporeCompounded SORA Avg 1 Months (Index)
THBThailandBIBORBOFX1M2 Days Prior to Work Day 1
USDUnited StatesSOFRSR1M2 Days Prior to Work Day 1 vs SOFR Averages and Index Data - FEDERAL RESERVE BANK of NEW YORK ( Reserve Bank of New YorkCME Term SOFR 1 Month. Consider SOFR30A Index (30 day Compounded Average)
ZARSouth AfricaJIBARJIBA1M2 Days Prior to Work Day 1JSE - Johannesburg Stock ExchangeSouth African Futures ExchangeSAFE South Africa Johannesburg Interbank Agreed Rate 1 Month (Index)