ucc3q09ex10d7d2.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.”

    


    
      	
               
      

            	
              2.

            	
              Paragraph
      2.1 of the Loan Agreement is hereby deleted and replaced as
      follows:

            


    

    


    
      	
               
      

            	
              2.1

            	
              Advances

            


    

    


    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:

    


    
      	
               
      

            	
              (i)

            	
              The
      TDCC Reference Rate minus 12.5 basis points;
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      maximum rate allowable by law.

            


    

    


    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.

    


    
      	
               
      

            	
              4.

            	
              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.

            


    

    


    
      	
               
      

            	
              5.

            	
              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.

            	
              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.

            


    

    


    
      	
               
      

            	
              7.

            	
              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.

            


    

    


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

    


    


    
      	
              THE
      DOW CHEMICAL COMPANY

            	 
      	
              UNION
      CARBIDE CORPORATION

            


    

    


    


    
      	
              By:

            	
              /s/
      ANDREAS UNTERSTE

            	 
      	
              By:

            	
              /s/
      EUDIO GIL

            
	
              Name:

            	
                   Andreas
      Unterste

            	 
      	
              Name:

            	
                   Eudio
      Gil

            
	
              Title:

            	
                   Director
      of Financial Operations,

            	 
      	
              Title:

            	
                   Chief
      Financial Officer,

            
	 
      	
                   Compliance
      and Technology

            	 
      	 
      	
                   Vice
      President and Treasurer

            


    


    
      
         


      

      
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