Exhibit
10.1

     

     

    FIRST AMENDMENT TO TERM LOAN
AGREEMENT

     

     

    FIRST
AMENDMENT TO TERM LOAN AGREEMENT (this “First Amendment”),
dated as of March 4, 2009, by and among THE DOW CHEMICAL COMPANY, a Delaware
corporation (the “Borrower”), the
lenders party to the Credit Agreement referred to below (each, a “Bank” and,
collectively, the “Banks”), CITIBANK,
N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents.  Unless
otherwise indicated, all capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit
Agreement.

    


    W I T N E S S E T H
:

     

    WHEREAS,
the Borrower, the Banks from time to time party thereto, the Administrative
Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley Senior Funding, Inc. as Co-Syndication Agents, are parties to a Term
Loan Agreement, dated as of September 8, 2008 (as amended, modified and/or
supplemented to, but not including, the date hereof, the “Credit
Agreement”);

     

    WHEREAS,
subject to the terms and conditions of this First Amendment, the parties hereto
wish to amend certain provisions of the Credit Agreement as herein
provided;

     

    NOW,
THEREFORE, it is agreed:

     

    I.           Amendments to Credit
Agreement.

     

    1.           The
definition of “Applicable Margin” appearing in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:

     

    ““Applicable Margin”
means, for any day, the rate per annum set forth below opposite the Public Debt
Rating then in effect:

     

    
      	
              Public Debt
      Rating

               

            	
              Applicable
      Margin for 

              Loans
      maintained as 

              Eurodollar
      Loans

               

            	
              Applicable
      Margin for

              Loans
      maintained as

              Base Rate
      Loans

               

            
	
              BBB+/Baa1
      or higher

            	
              2.750%

            	
              1.750%

            
	
              BBB/Baa2

            	
              3.000%

            	
              2.000%

            
	
              BBB-/Baa3

            	
              3.500%

            	
              2.500%

            
	
              BB+/Bal
      or lower, or if unrated by Moody’s and/or S&P

            	
              4.500%

            	
              3.500%

            


    

    


    Notwithstanding
the foregoing, for any day from and including the Extension Date, the Applicable
Margin shall mean the rate per annum set forth below opposite the Public


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Debt
Rating then in effect (subject to increase as set forth in the final sentence of
this definition below):

    


    
      	
              Public Debt
      Rating

               

            	
              Applicable
      Margin for 

              Loans
      maintained as 

              Eurodollar
      Loans

               

            	
              Applicable
      Margin for

              Loans
      maintained as

              Base Rate
      Loans

               

            
	
              BBB+/Baa1
      or higher

            	
              6.500%

            	
              5.500%

            
	
              BBB/Baa2

            	
              7.500%

            	
              6.500%

            
	
              BBB-/Baa3

            	
              8.500%

            	
              7.500%

            
	
              BB+/Bal
      or lower, or if unrated by Moody’s and/or S&P

            	
              10.000%

            	
              9.000%

            


    

    


    On the
90th day following the Extension Date, and on each successive 90th day
thereafter, each of the rates per annum set forth above shall be increased by an
additional 1.000%.”

    


    2.           The
definition of “Asset Sale” appearing in Section 1.01 of the Credit Agreement is
hereby amended by (i) inserting the text “any asset sale or joint venture
related to the Petrochemical Business including, without limitation,”
immediately preceding the text “the K-Dow JV Transaction” appearing therein and
(ii) deleting the reference to “$250,000,000” appearing in clause (c) of such
definition and inserting in lieu thereof a reference to
“$50,000,000”.

     

    3.           The
definition of “Eligible Assignee” appearing in Section 1.01 of the Credit
Agreement is hereby amended by (i) deleting the word “and” appearing at the end
of clause (c) thereof, (ii) deleting the proviso following clause (d) thereof in
its entirety and (iii) inserting at the end thereof the following new clause
(e):

     

    “and (e)
an Affiliate or Approved Fund in respect of the applicable Bank.”

     

    4.           The
definition of “Excluded Indebtedness” appearing in Section 1.01 of the Credit
Agreement is hereby amended by deleting the reference to “$500,000,000”
appearing in clause (v) thereof and inserting in lieu thereof a reference to
“$50,000,000”.

     

    5.           The
definition of “Maturity Date” appearing in Section 1.01 of the Credit Agreement
is hereby amended by inserting the following text at the end
thereof:

     

    “; provided that if the
Maturity Date has been extended as set forth in, and in accordance with the
terms of, Section 2.06(b), then the term “Maturity Date” shall mean such later
date as to which the Maturity Date has been so extended pursuant to such Section
2.06(b).”

     

    6.           The
definition of “Net Cash Proceeds” appearing in Section 1.01 of the Credit
Agreement is hereby amended by (i) deleting the word “and” immediately before
clause (b) contained therein and inserting a comma in lieu thereof, (ii)
inserting the following immediately following clause (b) thereof: “, and (c) in
the case of Section 2.12(d), taxes as

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    estimated
by the Borrower payable by the Borrower and its Consolidated Subsidiaries as a
result of such event” and (iii) adding at the end of such definition the
following new sentence:

     

    “Notwithstanding
the foregoing, the Net Cash Proceeds in respect of any Asset Sale consummated
by, or any Indebtedness incurred or issued by, a Consolidated Subsidiary of the
Borrower which is not a wholly-owned Subsidiary shall not include (i) any
portion of any amount that would otherwise constitute Net Cash Proceeds to the
extent any distribution in respect of such portion would be attributable to the
economic interest of any Person other than the Borrower and its wholly-owned
Subsidiaries and (ii) any other amount unless and until there are no applicable
legal, tax or contractual restrictions to the distribution of such amount to the
Borrower or a wholly-owned Subsidiary (it being understood and agreed that the
Borrower will use reasonable efforts to resolve any legal, tax or contractual
restrictions to the distribution of any such amount).”

     

    7.           Section
1.01 of the Credit Agreement is hereby further amended by inserting the
following new definitions therein in the appropriate alphabetical
order:

     

    “Affiliate” means,
with respect to any Person, any other Person directly or indirectly controlling
(including, but not limited to, all directors and officers of such Person),
controlled by, or under direct or indirect common control with, such
Person.  A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power (i) to vote 10% or more of
the securities having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise.

     

    “Approved Fund” means
a fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank
or (c) an entity or an Affiliate of an entity that administers or manages a
Bank.

     

    “Commitment Reference
Amount” means the aggregate amount of Commitments as of the First
Amendment Effective Date (after giving effect to the First
Amendment).

     

    “Debt Securities
Notice” has the meaning set forth in Section 5.11.

     

    “Demand Failure Date”
has the meaning set forth in Section 2.07(e).

     

    “Excluded Equity
Issuance” means, with respect to Equity Interests and Equity-Linked
Securities, (i) sales or issuances to the Borrower or any of its Consolidated
Subsidiaries, (ii) sales or issuances to directors, officers and employees
pursuant to benefit plans or in connection with other compensation arrangements
(other than any such sales or issuances to the Rohm and Haas employee stock
ownership plan), (iii) sales or issuances (x) to Berkshire Hathaway Inc. or its
affiliates generating Net Cash Proceeds of up to $3,000,000,000 and (y) to
Kuwait Investment Authority or its affiliates generating Net Cash Proceeds of up
to $1,000,000,000, in each case so long as all such Net Cash Proceeds are used
for the purposes described in Section 5.09, and (iv) any single sale or issuance
in an amount not greater than $10,000,000.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Extension Date” means
the Original Maturity Date if the Maturity Date is extended pursuant to Section
2.06(b).

     

    “Extension” has the
meaning set forth in Section 2.06(b).

     

    “First Amendment”
means the First Amendment to this Agreement, dated as of March 4, 2009, by and
among the Borrower, the Banks party thereto, the Administrative Agent and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior
Funding, Inc., as Co-Syndication Agents.

     

    “First Amendment Effective
Date” means the First Amendment Effective Date under and as defined in
the First Amendment.

     

    “Interest Rate Cap”
has the meaning set forth in a separate letter between the Borrower and the
Arrangers notice of which has been given to each Bank on or prior to the First
Amendment Effective Date.

     

    “New Equity Issuance
Date” means the date (if any) occurring after the First Amendment
Effective Date and on or prior to the 90th day following the Closing Date on
which the Borrower shall have consummated one or more sales or issuances of its
Equity Interests or Equity-Linked Securities (other than Excluded Equity
Issuances, but including any Excluded Equity Issuance described in clause (ii)
or (iv) of the definition thereof at the election of the Borrower (such
election, if any, to be made by written notice by the Borrower to the
Administrative Agent within two Business Days following receipt of the Net Cash
Proceeds therefrom) to the extent that the Net Cash Proceeds thereof are used to
prepay the principal of Loans) and shall have received therefrom gross cash
proceeds (determined in the aggregate for all such sales and issuances
consummated during such period, and in the case of Equity-Linked Securities
calculated based on the amount of “equity credit” given therefor by Moody’s and
S&P (and if the treatment by Moody’s and S&P differs, based on the lower
of the two “equity credits”) rather than on the gross cash proceeds received
therefrom) of at least $1,500,000,000; provided that if the
New Equity Issuance Date does not occur by the 90th day following the Closing
Date it shall not occur thereafter even if the criteria set forth above in this
definition are otherwise satisfied.

     

    “Original Maturity
Date” means the earlier of (a) the first anniversary of the Closing Date
and (b) April 14, 2010.

     

    “Petrochemical
Business” means the business of the Borrower and its Subsidiaries related
to the research, development, manufacture, distribution, marketing and sale of
polyethylene, polypropylene, polycarbonate and polycarbonate compounds and
blends, ethyleneamines and ethanolamines products and related licensing
activities.

     

    “Ratings Threshold”
means (i) the Moody’s Credit Rating is Baa3 or higher (with at least a stable
outlook) and (ii) the S&P Credit Rating is BBB- or higher (with at least a
stable outlook).

     

    “Securities” has the
meaning set forth in Section 5.11.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    8.           Section
2.06 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows

     

    “Section
2.06  Maturity of
Loans.  (a)
Each Loan shall mature, and the principal amount thereof shall be due and
payable, on the Maturity Date.

     

    (b)           The
Borrower may request, by delivery to the Administrative Agent of a Notice of
Extension substantially in the form of Exhibit F hereto
(which notice the Administrative Agent shall promptly forward to each of the
Banks), at least 15 days but no more than 30 days prior to the Original Maturity
Date, that the Maturity Date be extended to the date occurring one year
following the Original Maturity Date (the “Extension”), and if
the Borrower so requests, then as of the Original Maturity Date the Maturity
Date shall be so extended so long as the following conditions shall be satisfied
as of the Original Maturity Date:

     

    (i) 
 immediately before and after giving effect to the Extension, no Default or
Event of Default shall have occurred and be continuing;

     

    (ii) 
 the representations and warranties of the Borrower contained in this
Agreement shall be true and correct in all material respects on and as of the
Original Maturity Date (it being understood that any representation or warranty
made as of a specific date shall be true and correct in all material respects as
of such specific date);

     

    (iii) 
 the absence, since December 31, 2008, of a material adverse change in the
financial position or operations of the Borrower and its Consolidated
Subsidiaries,
considered as a whole (except  for the consummation of the Acquisition
on the terms referred to in Section 3.02(c) and the financing thereof as
contemplated as of the First Amendment Effective Date and except to the
extent that the report of the Borrower on Form 10-K filed on February 20, 2009
discloses that such change has occurred; provided that any changes or
developments relating to matters so disclosed (and the effects thereof) that
arise after December 31, 2008 may be taken  into account in determining
whether a material adverse change has occurred);

     

    (iv)  
as of the Original Maturity Date, if the covenant set forth in Section 5.10 is
applicable on such date, the Total Leverage Ratio shall not be greater than the
then applicable ratio set forth in Section 5.10 (for purposes of this clause
(iv) calculated using Consolidated Debt as of the Original Maturity
Date);

     

    (v)  
the aggregate outstanding principal amount of the Loans shall have been reduced
to $8,000,000,000 or less;

     

    (vi) 
 receipt by the Administrative Agent for the account of the Banks ratably,
in accordance with their respective outstanding Loans, of an extension fee equal
to 2.00% of the aggregate principal amount of the outstanding Loans on the
Original Maturity Date (after giving effect to any prepayment or repayment on
such date), as well as all other fees, costs and expenses payable by the
Borrower 

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    under and
in respect of this Agreement on or prior to the Extension Date for the account
of the Administrative Agent, the Arrangers or any of the Banks as and to the
extent separately agreed to by the Borrower in writing; and

     

    (vii)  
the Borrower shall have delivered to the Administrative Agent an officer’s
certificate dated the Original Maturity Date and signed by the Chief Financial
Officer or Corporate Vice President and Treasurer of the Borrower substantially
in the form of Exhibit
G hereto.

     

    The
occurrence of the Extension shall be deemed to be a representation and warranty
by the Borrower as of the Extension Date as to the facts specified in clauses
(i), (ii), (iii) and (iv) of this Section 2.06(b).”

     

    9.           Section
2.07 of the Credit Agreement is hereby amended by inserting the following new
subsection (e) at the end thereof:

     

    “(e)           Notwithstanding
the foregoing, if, on the date that is the 30th day (subject to extension as set
forth in the next succeeding sentence) after a Debt Securities Notice (the
“Demand Failure
Date”), the Borrower shall not have issued and sold Securities generating
gross proceeds in the amount set forth in such Debt Securities Notice (unless
(x) the Borrower has otherwise complied with Section 5.11 but the investment
banks are unable to place such Securities and (y) the Banks do not purchase (or
exchange their Loans for) such Securities), the interest rate applicable to all
outstanding Loans shall be the higher of (i) the rate determined pursuant to
Section 2.07(a) or (b), as applicable, and (ii) the Interest Rate Cap until such
Securities have been issued and sold (it being understood and agreed that
interest rate increases on overdue principal and interest pursuant to the last
sentence of Section 2.07(a) and (b) shall be payable in addition to the higher
of the amounts set forth above in this subsection (e)).  The Demand
Failure Date may be extended at the option of the Borrower for a period not in
excess of 15 days if the Borrower, in the good faith judgment of its Board of
Directors, determines (because of the existence of, or in anticipation of, any
acquisition, financing activity, or other transaction involving the Borrower, or
the unavailability for reasons beyond the Borrower’s control of any required
financial statements, other information or any comfort letter, or because of the
existence of material non-public information the disclosure of which would not
be in the Borrower’s best interest, or any other event or condition of similar
significance to the Borrower) that the sale and issuance of such Securities
would be materially detrimental to the Borrower and its
stockholders.”

     

    10.           Section
2.08 of the Credit Agreement is hereby amended by inserting the following new
subsections (d) and (e) at the end thereof:

     

    “(d)           The
Borrower shall pay to the Administrative Agent for the account of the Banks
ratably, in accordance with their respective outstanding Loans, a fee on each of
(x) the 90th day following the Closing Date (“Date 1”), (y) 90 days
following Date 1 (“Date 2”), and (z) 90
days following Date 2 (“Date 3”) equal to (i)
the aggregate principal amount of Loans outstanding on such date multiplied by
(ii) a percentage set forth opposite such date in the relevant column below,
where (A) “Column A” will apply if the

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    New
Equity Issuance Date has not occurred, (B) “Column B” will apply if (I) the New
Equity Issuance Date has occurred and (II) as of the applicable date the
aggregate outstanding principal amount of Loans shall be greater than the
Commitment Reference Amount minus $3,000,000,000, (C) “Column C” will apply if
(I) the New Equity Issuance Date has occurred and (II) as of the applicable date
the aggregate outstanding principal amount of Loans shall be greater than the
Commitment Reference Amount minus $6,000,000,000 but less than or equal to the
Commitment Reference Amount minus $3,000,000,000, (D) “Column D” will apply if
(I) the New Equity Issuance Date has occurred and (II) as of the applicable date
the aggregate outstanding principal amount of Loans shall be greater than the
Commitment Reference Amount minus $9,000,000,000 but less than or equal to the
Commitment Reference Amount minus $6,000,000,000 and (E) “Column E” will apply
if (I) the New Equity Issuance Date has occurred and (II) as of the applicable
date the aggregate outstanding principal amount of Loans shall be less than or
equal to the Commitment Reference Amount minus $9,000,000,000:

     

    
      	
              Date

            	
              Column
      A

            	
              Column
      B

            	
              Column
      C

            	
              Column
      D

            	
              Column
      E

            
	 	 	 	 	 	 
	
              Date
      1

            	
              2.00%

            	
              0.50%

            	
              0.00%

            	
              0.00%

            	
              0.00%

            
	 	 	 	 	 	 
	
              Date
      2

            	
              2.00%

            	
              1.50%

            	
              1.00%

            	
              0.00%

            	
              0.00%

            
	 	 	 	 	 	 
	
              Date
      3

            	
              2.00%

            	
              2.00%

            	
              2.00%

            	
              1.00%

            	
              0.00%

            


    

    


    “(e)           If
the Maturity Date is extended as set forth in Section 2.06(b), the Borrower
shall pay to the Administrative Agent for the account of the Banks ratably, in
accordance with their respective outstanding Loans, an additional duration fee
on each of (v) the 60th day following the Extension Date (“Date A”), (w) 60 days
following Date A (“Date B”), (x) 60 days
following Date B (“Date C”), (y) 60 days
following Date C (“Date D”), and (z) 60
days following Date D (“Date E”) equal to (i)
the aggregate principal amount of Loans outstanding on such date multiplied by
(ii) a percentage set forth opposite such date below:

     

    
      	
               

              Date

            	
               

              Percentage

            
	 	 
	
              Date
      A

            	
              1.00%

            
	
              Date
      B

            	
              1.00%

            
	
              Date
      C

            	
              1.00%

            
	
              Date
      D

            	
              1.25%

            
	
              Date
      E

            	
              1.25%

            


    

    


    11.           Section
2.12 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of subsection (b) thereof, (ii) deleting subsection (c) thereof in its
entirety, and (iii) inserting the following new subsections (c) and (d)
following subsection (b) thereof:

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    “(c)           receipt
by the Borrower or any of its Consolidated Subsidiaries of the Net Cash Proceeds
from the sale or issuance of any of its Equity Interests or Equity-Linked
Securities (other than Excluded Equity Issuances), in an amount equal to such
Net Cash Proceeds; and

     

    (d)           receipt
by the Borrower or any of its Consolidated Subsidiaries of the Net Cash Proceeds
of any litigation, arbitration, settlement or other dispute resolution related
to the proposed K-Dow JV Transaction, in an amount equal to such Net Cash
Proceeds.”

     

    12.           Section
3.02(c) of the Credit Agreement is hereby amended by inserting therein,
immediately following the phrase “without giving effect to any amendment,
modification or waiver thereof” appearing therein, the phrase “(whether by
agreement of the parties thereto or as a result of any settlement or judicial
order or determination)”.

     

    13.           Section
5.09 of the Credit Agreement is hereby amended by inserting at the end of the
first sentence thereof the following: “(including, without limitation,
Transaction Costs incurred and paid prior to the Closing Date)”.

     

    14.           Section
5.10 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:

     

    “Section
5.10  Total
Leverage Ratio.  At
any time when (a) if the New Equity Issuance Date has not occurred, (i) the
Moody’s Credit Rating is Baa3 or lower (or the Borrower’s long term senior
unsecured debt is not rated by Moody’s) or (ii) the S&P Credit Rating is
BBB- or lower (or the Borrower’s long term senior unsecured debt is not rated by
S&P) or (b) if the New Equity Issuance Date has occurred, (i) the Moody’s
Credit Rating is Baa3 or lower (or the Borrower’s long term senior unsecured
debt is not rated by Moody’s) and (ii) the S&P Credit Rating is BBB- or
lower (or the Borrower’s long term senior unsecured debt is not rated by
S&P), the Borrower shall not permit the Total Leverage Ratio at any such
time to be greater than the ratio set forth below opposite the period then in
effect:

     

    
      	
               

              Period

            	
               

              Ratio

            
	 	 
	
              Effective
      Date through and including December 30, 2009

            	
              5.75
      to 1.00

            
	 	 
	
              December
      31, 2009 through and including March 30, 2010

            	
              5.25
      to 1.00

            
	 	 
	
              March
      31, 2010 through and including September 29, 2010

            	
              4.75
      to 1.00

            
	 	 
	
              Thereafter

            	
              4.25
      to 1.00”

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    15.           Article
V of the Credit Agreement is hereby further amended by inserting the following
new Sections 5.11 and 5.12 at the end thereof:

    


    “Section
5.11  Securities
Demand.  The
Borrower agrees that, upon notice by the Administrative Agent at the direction
of (or with the consent of) any Arranger (a “Debt Securities Notice”), at any
time and from time to time following the 60th day after the Extension Date
(unless the Ratings Threshold is satisfied at such time, during which time the
Borrower shall have no obligations under this Section 5.11), the Borrower will
offer and, if the investment banks are able to place the Securities referred to
below (including any placement with Banks directly or in exchange for Loans as
provided for below), issue and sell, prior to the Demand Failure Date, through
one or more investment banks selected by the Borrower and reasonably
satisfactory to the Arrangers, such aggregate principal amount of senior and/or
senior subordinated debt securities (the “Securities”) as will generate gross
proceeds sufficient to refinance (in whole or in part as determined by the
Administrative Agent in its sole discretion), all outstanding Loans made
pursuant to this Agreement, upon such terms and conditions as may be specified
by the Administrative Agent in the Debt Securities Notice; provided, however,
that (i) the Arrangers, in their discretion after consultation with the
Borrower, shall determine whether such Securities will be issued through a
registered public offering or a private placement for resale pursuant to
Rule 144A, (ii) such Securities will not mature any earlier than six
months after the Maturity Date of the Loans (including any extension of such
Maturity Date pursuant to Section 2.06(b)) and will contain such terms,
including registration rights (in the event of a private placement or Rule 144A
offering), covenants, events of default, change of control provisions,
subordination provisions, floating or fixed interest rate (including coupon step
up features), yield and redemption prices and dates and conditions as are
necessary (in the judgment of the Arrangers) to successfully place such
Securities (which terms may include high yield terms (it being understood and
agreed that such terms shall be no less favorable to the Borrower than those
generally available in the high yield debt capital markets to issuers of
securities having a creditworthiness comparable to the Borrower for issuances of
comparable size, in the reasonable judgment of the Arrangers after consultation
with the Borrower) but in any event will take into consideration the
recommendations set forth in the Credit Roundtable’s white paper “Improving
Covenant Protections in the Investment Grade Bond Market” dated
December 17, 2007) as determined, in consultation with the Borrower, by the
Arrangers in their sole discretion; provided, however, that, without the
Borrower’s consent the weighted average yield per annum thereon shall not exceed
the Interest Rate Cap, (iii) the fees of the investment banks referred to above
in connection with the sale and issuance of the Securities shall be reasonable
and customary and (iv) the Borrower shall enter into one or more
underwriting or placement agreements with the investment banks that are
customary in connection with the offerings covered thereby, and containing
customary provisions relating to representations, indemnities and  closing
conditions (including receipt of opinions and comfort letters), and shall
participate in such marketing efforts (including road shows) as may be
reasonably requested by such investment banks.  If the investment
banks are unable to place any such Securities, at the request of the
Administrative Agent, the Banks shall be given the option to purchase
(or

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    exchange
their Loans for) such Securities on a dollar-for-dollar basis in accordance with
each such Bank’s respective pro rata share of the outstanding
Loans.  Each Bank shall be entitled to make its own determination as
to whether to purchase (or exchange its Loans for) Securities, it being
understood that if one or more Banks decline to do so the Banks which agree to
make such purchases or exchanges shall be entitled to purchase (or exchange for)
a portion of such Securities otherwise allocable to the declining Banks (pro
rata based on the outstanding Loans of the non-declining Banks).  Any
such purchases and/or exchanges shall be subject to procedures to be established
by the Administrative Agent, and shall be permitted as set forth above in this
Section 5.11 notwithstanding anything in this Agreement (including, without
limitation, Sections 2.13 and 9.04) to the contrary.

    


    Section
5.12  Subsidiary
Guarantors.  The
Borrower will not permit any Indebtedness of the Borrower to be guaranteed by
any Consolidated Subsidiary (other than guarantees in existence as of the First
Amendment Effective Date) unless such Consolidated Subsidiary guarantees the
obligations of the Borrower under this Agreement (and the promissory notes
issued pursuant to Section 2.05) pursuant to a guaranty in form and substance
reasonably satisfactory to the Administrative Agent (which guaranty in no event
shall be less favorable to the Borrower or the respective Consolidated
Subsidiary than the guaranty giving rise to the foregoing
requirement).  On or prior to the date on which any Consolidated
Subsidiary enters into a guaranty pursuant to the immediately preceding
sentence, the Borrower will, and will cause such Consolidated Subsidiary
guarantor to, deliver to the Administrative Agent such opinions of counsel,
board resolutions, officer’s certificates and other related documentation in
connection with such guaranty as may be reasonably requested by the
Administrative Agent.”

    


    16.           Section
6.01 of the Credit Agreement is hereby amended by (i) revising the parenthetical
set forth in Section 6.01(c) to read as follows: “(other than those covered by
clause (a) or (b) above or clause (j) below)”, (ii) deleting the word “or”
appearing at the end of subsection (h) thereof, (iii) inserting the word “or” at
the end of subsection (i) thereof and (iv) inserting the following new
subsection (j) immediately following subsection (i) thereof:

    


    “(j)           the
Borrower shall fail to comply with the terms of Section 5.11; provided, however,
that, anything to the contrary in this Agreement notwithstanding, the failure to
issue and sell Securities in accordance with the terms of a Debt Securities
Notice shall not be a Default or Event of Default if the Borrower has otherwise
complied with Section 5.11 but the investment banks are unable to place such
Securities;”.

    


    17.           Section
9.06(c) of the Credit Agreement is hereby amended by deleting the phrase “with
(and subject to) the subscribed consent of the Borrower (which shall not be
required if a Default under Section 6.01(a), (f) or (g) has occurred and is
continuing)” appearing therein, and inserting in lieu thereof the following
phrase: “with (and subject to) the subscribed consent of the Borrower (which
shall not be required (i) after the Closing Date, for an assignment of Loans to
a Bank or any assignment to an Affiliate of a Bank or an Approved
Fund,

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (ii) if a
Default under Section 6.01(a), (f) or (g) has occurred and is continuing or
(iii) at any time following the Extension Date)”.

    


    18.           The
Credit Agreement is hereby further amended by adding thereto new Exhibits F and
G in the form of Exhibits F and G attached
hereto.

    


    19.           The
Commitments are hereby reduced by $500,000,000 to $12,500,000,000 effective as
of the First Amendment Effective Date.  To effect the reduction
referred to in the immediately preceding sentence, the Credit Agreement is
hereby further amended by amending and restating Schedule 2.01 thereto in its
entirety to read as set forth on Schedule 2.01
attached hereto.

    


    II.           Miscellaneous
Provisions.

     

    1.           In
order to induce the Banks to enter into this First Amendment, the Borrower
hereby represents and warrants that (i) no Default or Event of Default exists as
of the First Amendment Effective Date (as defined herein) before giving effect
to this First Amendment, (ii) no Default or Event of Default exists as of the
First Amendment Effective Date (as defined herein) after giving effect to this
First Amendment and (iii) all of the representations and warranties contained in
the Credit Agreement are true and correct in all material respects on the First
Amendment Effective Date both before and after giving effect to this First
Amendment, with the same effect as though such representations and warranties
had been made on and as of the First Amendment Effective Date (it being
understood that any representation or warranty made as of a specific date shall
be true and correct in all material respects as of such specific
date).

     

    2.           The
Credit Agreement is modified only by the express provisions of this First
Amendment and this First Amendment shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement except as
specifically set forth herein.

     

    3.           This
First Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with the Borrower and the Administrative
Agent.

     

    4.           THIS
FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

     

    5.           This
First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when:

     

    (a) the
Borrower and each of the Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including by way
of facsimile or other electronic transmission) the same to White & Case LLP,
1155

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    Avenue of
the Americas, New York, NY 10036; Attention:  May Yip-Daniels
(facsimile number: 212-354-8113 / email: myip@whitecase.com);

     

    (b) the
Borrower shall have paid to the Administrative Agent for the account of the
Administrative Agent, the Arrangers and the Banks such fees, costs and expenses
as shall have been separately agreed in writing by the Borrower, to the extent
due and payable on or prior to the First Amendment Effective Date in accordance
with their terms;

     

    (c) the
Administrative Agent shall have received an officer’s certificate from the Chief
Financial Officer or Corporate Vice President and Treasurer of the Borrower
substantially in the form of Exhibit A hereto;
and

     

    (d) the
Administrative Agent shall have received (i) an opinion of the Assistant General
Counsel, Corporate and Financial Law, of the Borrower, substantially in the form
of Exhibit B-1
hereto and (ii) an opinion of Shearman & Sterling LLP, special counsel to
the Borrower, substantially in the form of Exhibit B-2
hereto.

     

    The
Administrative Agent shall promptly notify the Borrower and the Banks of the
satisfaction of the foregoing conditions, and such notice shall be conclusive
and binding on all parties hereto absent manifest error.

     

    6.           From
and after the First Amendment Effective Date, all references to the Credit
Agreement in the Credit Agreement and any related documentation shall be deemed
to be references to the Credit Agreement, as modified hereby.

     

    


    *        *        *

     

     

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this First Amendment as of the date first above
written.

     

    
       

      
        
          
            	 	
                    THE
      DOW CHEMICAL COMPANY

                  	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	
                     /s/ GEOFFERY E.
    MERSZEI

                  	 
	 	 	Name: 
      	
                    Geoffery E. Merszei

                  	 
	 	 	Title: 
      	Executive Vice
      President and Chief Financial Officer	 
	 	 	 	 	 


          

        

      

    

     

     

     

     

     

     

     

    Signature page to First Amendment
Dow Chemical Credit Agreement

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	
                  
                    CITBANK,
      N.A.,

                    
                      Individually
      and as Administrative Agent

                    

                  

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	
                   /s/
      KEVIN EGE

                	 
	 	 	Name: 
      	
                  Kevin
      Ege

                	 
	 	 	Title: 
      	Vice
    President	 


        

      

       

    

    
       

       

      
        
          
            	 	
                    
                      
                        MERRILL
      LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

                      

                      
                        
                          as
      Co-Syndication Agent

                        

                      

                    

                  	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	
                     /s/ DON BURKITT

                  	 
	 	 	Name: 
      	
                    Don
      Burkitt

                  	 
	 	 	Title: 
      	
                    Vice
      President

                  	 


          

        

        
          
             

            
               

               

            

          

          
            
              
                	 	
                        
                          
                            MORGAN
      STANLEY SENIOR FUNDING, INC.,

                          

                          
                            
                              Individually
      and as Co-Syndication Agent

                            

                          

                        

                      	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	
                         /s/ ANISH SHAH

                      	 
	 	 	Name: 
      	
                        Anish
      Shah

                      	 
	 	 	Title: 
      	
                        Vice
      President

                      	 
	 	 	 	 	 


              

            

             

          

          
             

             

            signature page to First Amendment Dow Chemical Credit
Agreement
 

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    


    


    
      
 

      
        
           

        

      

      
        
          
            	 	
                    SIGNATURE
      PAGE TO THE FIRST AMENDMENT TO TERM LOAN AGREEMENT, DATED AS OF MARCH 4,
      2009, AMONG THE DOW CHEMICAL COMPANY, THE BANKS PARTY FROM TIME TO TIME
      PARTY THERETO, CITIBANK, N.A., AS ADMINISTRATIVE AGENT, AND MERRILL LYNCH,
      PIERCE, FENNER & SMITH INCORPORATED AND MORGAN STANLEY SENIOR FUNDING,
      INC., AS CO-SYNDICATION AGENTS

                  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 


          

        

         

      

    

    
      
        
          	 	BANCO
      SANTANDER S.A., NEW YORK BRANCH	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ RAMON
      E. COLON NAVARRO	 
	 	 	Name: 
      	Ramon E. Colon
      Navarro	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


        

      

       

      
         

        
          	 	By:	/s/
      IGNACIO CAMPILLO	 
	 	 	Name: 
      	Ignacio
      Campillo	 
	 	 	Title: 
      	Managing
      Director	 
	 	 	 	 	 


        

         

         

         

      

      


      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	BARCLAYS
      BANK PLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ DAVID
      BARTON	 
	 	 	Name: 
      	David
    Barton	 
	 	 	Title: 
      	Director	 
	 	 	 	 	 


        

         

         

         

      

       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	BAYERISCHE
      LANDESBANK, NEW YORK BRANCH	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ NIKOLAI
      VON MENGDEN	 
	 	 	Name: 
      	Nikolai von
      Mengden	 
	 	 	Title: 
      	Senior Vice
      President	 
	 	 	 	 	 


        

         

         

        
          	 	By:	/s/ MATTHEW
      DECARLO	 
	 	 	Name: 
      	Matthew
      DeCarlo	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


        

         

         

         

         

      

       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	BANCO
      BILBAO VIZCAYA ARGENTARIA, S.A. - NEW YORK BRANCH	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ KRISTER
      HOLM	 
	 	 	Name: 
      	Krister
    Holm	 
	 	 	Title: 
      	Managing
      Director	 
	 	 	 	 	 


        

         

         

        
          	 	By:	/s/ MICHAEL
      D’ANNA	 
	 	 	Name: 
      	Michael D’Anna	 
	 	 	Title: 
      	Director	 
	 	 	 	 	 


        

         

         

         

         

      

       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	BANK
      OF AMERICA, N.A.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ EDWIN
      B. COX, JR.	 
	 	 	Name: 
      	Edwin B. Cox,
      Jr.	 
	 	 	Title: 
      	Senior Vice
      President	 
	 	 	 	 	 


        

         



       

      


       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	 	THE
      BANK OF NEW YORK MELLON	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ WILLIAM
      M. FEATHERS	 
	 	 	Name: 
      	William M.
      Feathers	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


          

           


           

          


           

          
             

            signature page to First Amendment
Dow Chemical Credit Agreement

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

        

         

        
          	 	THE
      BANK OF NOVA SCOTIA	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ ANDREW
      OSTROV	 
	 	 	Name: 
      	Andrew
    Ostrov	 
	 	 	Title: 
      	Director	 
	 	 	 	 	 


        

         



       

      


       

       

       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          
            	 	THE
      BANK OF TOKYO-MITSUBISHI UFJ LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ VICTOR
      PIERZCHALSKI	 
	 	 	Name: 
      	Victor
      Pierzchalski	 
	 	 	Title: 
      	Authorized
      Signatory	 
	 	 	 	 	 


          

           

           

           

           

        

      

       

      


      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	COMMONWEALTH
      BANK OF AUSTRALIA	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ GUY
      BUXTON	 
	 	 	Name: 
      	Guy Buxton	 
	 	 	Title: 
      	Risk
    Executive	 
	 	 	 	 	 


        

         



      
        
           

           

           

           

          signature page to First Amendment
Dow Chemical Credit Agreement

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

        
          	 	DEUTSCHE
      BANK AG, NEW YORK BRANCH	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/
      MARCUS TARKINGTON	 
	 	 	Name: 
      	Marcus
      Tarkington	 
	 	 	Title: 
      	Director	 
	 	 	 	 	 


        

        
           

          
            	 	By:	/s/ RAINER
      MEIER	 
	 	 	Name: 
      	Rainer
    Meier	 
	 	 	Title: 
      	Director	 
	 	 	 	 	 


          

           

        

      

       

       

       

       

       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          
            	 	HSBC
      BANK USA, NATIONAL ASSOCIATION	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ DAVE
      MANDELL	 
	 	 	Name: 
      	Dave
    Mandell	 
	 	 	Title: 
      	Managing
      Director	 
	 	 	 	 	 


          

           

        



       

       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	INTESA
      SANPAOLO S.p.A.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ ROBERT
      WURSTER 	 
	 	 	Name: 
      	Robert
    Wurster	 
	 	 	Title: 
      	SVP	 
	 	 	 	 	 


        

         

         

        
          	 	By:	/s/ FRANCESCO
      DIMARIO	 
	 	 	Name: 
      	Francesco
      DiMario	 
	 	 	Title: 
      	FVP	 
	 	 	 	 	 


        

         



       

       

      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	MERRILL
      LYNCH CAPITAL CORPORATION	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ DON
      BURKITT	 
	 	 	Name: 
      	Don
Burkitt	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


        

         



       

      


       

      


      


      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	MERRILL
      LYNCH COMMERCIAL FINANCE CORPORATION	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ CHANTAL
      SIMON	 
	 	 	Name: 
      	Chantal
    Simon	 
	 	 	Title: 
      	Chief Risk
      Officer	 
	 	 	 	 	 


        

         



      


       

       

      signature page to First Amendment
Dow Chemical Credit Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	MIZUHO
      CORPORATE BANK, LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ LEON
      MO	 
	 	 	Name: 
      	Leon Mo	 
	 	 	Title: 
      	Senior Vice
      President	 
	 	 	 	 	 


      

       

    

     

     

     

    
      


      
        
           

          signature page to First Amendment
Dow Chemical Credit Agreement

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              	 	MORGAN
      STANLEY BANK, N.A.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ ANISH
      SHAH	 
	 	 	Name: 
      	Anish Shah	 
	 	 	Title: 
      	Authorized
      Signatory	 
	 	 	 	 	 


            

             

          

        



       

      
         

         

         

         

      

      


      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
         

        
          	 	THE
      ROYAL BANK OF SCOTLAND, PLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ L.
      PETER YETMAN	 
	 	 	Name: 
      	L. Peter
      Yetman	 
	 	 	Title: 
      	SVP	 
	 	 	 	 	 


        

         



       

      


      


      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	SUMITOMO
      MITSUI BANKING CORPORATION	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ YOSHIHIRO
      HYAKUTOME	 
	 	 	Name: 
      	Yoshihiro
      Hyakutome	 
	 	 	Title: 
      	General
      Manager	 
	 	 	 	 	 


        

         



       

      


      
         

        signature page to First Amendment
Dow Chemical Credit Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

       

      
         

        
          	 	STANDARD
      CHARTERED BANK	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ JAMES
      P. HUGHES	 
	 	 	Name: 
      	James P.
      Hughes	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


        

         

         

        
          	 	By:	/s/ A.
      WILLIAMS	 
	 	 	Name: 
      	A.
Williams	 
	 	 	Title: 
      	Managing
      Director	 
	 	 	 	 	 


        

         



       

      


       

      


       

    

     

     

     

    signature page to First Amendment
Dow Chemical Credit Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    TO FIRST AMENDMENT

     

    THE
DOW CHEMICAL COMPANY

     

    [FORM OF]

    OFFICER’S
CERTIFICATE

     

     

    I, the
undersigned [Chief Executive Officer/Executive Vice President] of The Dow
Chemical Company, a corporation organized under the laws of the State of
Delaware (the “Borrower”), do hereby
certify, solely in my capacity as [Chief Executive Officer/Executive Vice
President] of the Borrower and not in my individual capacity, on behalf of the
Borrower, that:

     

    (b)           1.           This
Certificate is furnished pursuant to the First Amendment to the Credit
Agreement, dated as of March 4, 2009, among the Borrower, the Banks party
thereto, Citibank, N.A., as Administrative Agent, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as
Co-Syndication Agents (the “First
Amendment”).  Unless otherwise defined here­in, capitalized
terms used in this Certificate shall have the meanings set forth in the First
Amendment.

     

    (c)           2.           Attached
hereto as Exhibit
1 is a true and cor­rect copy of resolutions that were duly adopted
on July 9, 2008, by unanimous written consent of the Board of Directors of the
Borrower, and said resolutions have not been res­cinded, amended or
modified.  Except as attached hereto as Exhibit 1, no
resolutions have been adopted by the Board of Directors of the Borrower that
deal with the execution, deliv­ery or performance of the Credit Agreement or
the First Amendment.

     

    3.           The
persons named in Exhibit 2 were all of
the directors of the Borrower on the date of the unanimous written consent
referred to in paragraph 2 above, and remain such directors on the date
hereof.

     

    4.           Attached
hereto as Exhibit
3 is a true and correct copy of the good standing certificate from the
Secretary of State of the State of Delaware.

     

    5.           On
the date hereof, there is no pending proceeding for the dissolu­tion or
liquidation of the Borrower or, to the knowledge of the undersigned, threatening
its existence.

     

    6.           On
the date hereof, the representations and war­ranties of the Borrower
contained in the Credit Agreement are true and correct in all material
re­spects (other than any such representation or warranty that refers to a
specific date, in which case such representation or warranty shall be true and
correct as of such specific date).

     

    7.           On
the date hereof, no Default has occurred and is continuing.

     

    


     

    


     

    [Signature page
follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, I have hereunto set my hand this ___ day of _____________,
2009.

     

    


    
      
         

        
          	 	
                  THE
      DOW CHEMICAL COMPANY

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	 	 
	 	 	 	 	 


        

      

       

    

     

    


     

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    I,
Charles J. Kalil, the undersigned [TITLE] of the Borrower, do hereby certify,
solely in my capacity as an officer of the Borrower and not in my individual
capacity, on behalf of the Borrower, that:

     

    1.           [NAME]
is the duly elected and qualified [Chief Executive Officer/Executive Vice
President] of the Borrower and the signature above is his genuine
signa­ture.

     

    2.           The
certifications made by [NAME] on behalf of the Borrower in Items 2, 3, 4 and 5
above are true and correct.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand this ___ day of _____________,
2009.

     

    


    
      
         

        
          	 	
                  THE
      DOW CHEMICAL COMPANY

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	 	 
	 	 	 	 	 


        

      

       

    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT 1

     

    Resolutions

    


    See
attached.

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT 2

    

     

    Directors

    


    


    
      	
              Andrew
      N. Liveris

            	
              Chairman,
      Chief Executive Officer and Director

            
	 	 
	
              Geoffery
      E. Merszei

            	
              Executive
      Vice President, Chief Financial Officer and Director

            
	 	 
	
              Arnold
      A. Allemang

            	
              Director

            
	 	 
	
              Jacqueline
      K. Barton

            	
              Director

            
	 	 
	
              James
      A. Bell

            	
              Director

            
	 	 
	
              Dennis
      H. Reilley

            	
              Director

            
	 	 
	
              Jeff
      M. Fettig

            	
              Director

            
	 	 
	
              James
      M. Ringler

            	
              Director

            
	 	 
	
              Barbara
      Hackman Franklin

            	
              Director

            
	 	 
	
              Ruth
      G. Shaw

            	
              Director

            
	 	 
	
              John
      B. Hess

            	
              Director

            
	 	 
	
              Paul
      G. Stern

            	
              Director

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT 3

    

     

    Good Standing
Certificate

    


    See
attached.

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      EXHIBIT B-1

    

    TO FIRST
AMENDMENT

     

     

    OPINION
OF ASSISTANT GENERAL COUNSEL,

    CORPORATE
AND FINANCIAL LAW,

    OF THE
BORROWER

    


    


    March __,
2009

    


    To the
Banks and the Administrative Agent

    Referred
to Below

    In care
of Citibank, N.A.,

    as
Administrative Agent

    


    


    Dear
Sirs:

    


    I have
acted as counsel for The Dow Chemical Company, a Delaware corporation (the
“Borrower”),
and I have caused to be examined (i) the Term Loan Agreement, dated as of
September 8, 2008 (the “Credit Agreement”)
among the Borrower, the banks listed on Schedule 2.01 thereto, and Citibank,
N.A. as Administrative Agent, and (ii) the First Amendment to the Credit
Agreement dated as of March 4, 2009 (the “First
Amendment”).  Terms defined in the Credit Agreement are used
herein as therein defined (or if not defined therein, as defined in the First
Amendment).  The Credit Agreement as amended by the First Amendment is
hereinafter called the “Amended Credit
Agreement”.

     

    I have
caused to be examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have caused to be conducted such other
investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion.

     

    Upon the
basis of the foregoing, I am of the opinion that:

     

    1.  The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware.

     

    2.  The execution and
delivery of the First Amendment and the performance by the Borrower of the
Amended Credit Agreement are within the Borrower’s corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the Restated Certificate of Incorporation or Bylaws of the
Borrower or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or result in the creation or imposition of
any lien on any asset of the Borrower or on any material assets of its
Subsidiaries.

     

    3.  The First Amendment has
been duly executed and delivered on behalf of the Borrower.

     

    4.  Except as disclosed in
the Borrower’s 2008 Form 10-K, there is no action, suit or proceeding
pending against, or to the best of my knowledge threatened against or
affecting,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official, in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, consolidated financial position or consolidated results of operations
of the Borrower and its Consolidated Subsidiaries, considered as a
whole.

     

    5.  There is no action,
suit or proceeding pending against, or to the best of my knowledge threatened
against or affecting, the Borrower or any of its Subsidiaries before any court
or arbitrator or any governmental body, agency or official, which in any manner
draws into question the validity of the Amended Credit Agreement.

     

    6.  Each of the Borrower’s
Domestic Subsidiaries (if any) is a corporation validly existing and in good
standing under the laws of its jurisdiction of incorporation.

     

    I am qualified to practice law in the
State of Michigan and do not purport to be an expert on, or to express any
opinion herein concerning, the law of any jurisdiction other than the law of the
State of Michigan, the General Corporation Law of the State of Delaware and the
federal law of the United States of America.

     

    The opinions expressed in this letter
are based on laws in effect on the date hereof, and I assume no obligation to
revise or supplement this opinion should such laws be changed by legislative
action, judicial decision or otherwise.  This opinion is rendered
solely to you in connection with the above matter.  This opinion may
not be relied upon by you for any other purpose or relied upon by any other
person (other than your permitted successors and assigns) without my prior
written consent.

     

    Very
truly yours,

    


    


    


    Kenneth
D. Isley

    Assistant
General Counsel, Corporate and Financial Law

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      
        EXHIBIT B-2

      

      TO FIRST
AMENDMENT

       

      
        March __, 2009

      

       

      To the Persons listed in Schedule A

       



     

    THE DOW CHEMICAL
COMPANY

     

    Ladies
and Gentlemen:

     

    We have
acted as counsel to The Dow Chemical Company, a Delaware corporation (the “Company”) in
connection with the preparation, execution and delivery of the First Amendment,
dated as of the date hereof (the “First Amendment”) to
the Term Loan Agreement, dated as of September 8, 2008 (the “Agreement”), among
the Company and each of you.  This opinion is furnished to you
pursuant to Section II(5)(d)(ii) of the First Amendment.

     

    In that
connection, we have reviewed originals or copies of the following
documents:

     

    
      	
               
      

            	
              (A)

            	
              the
      Agreement; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      First Amendment.

            


    

     

    We have
also reviewed originals or copies of such other records of the Company,
certificates of public officials and of officers of the Company and agreements
and other documents as we have deemed necessary as a basis for the opinion
expressed below.

     

    In our
review of the Agreement, the First Amendment and other documents, we have
assumed:

     

    (a)           The
genuineness of all signatures.

     

    (b)           The
authenticity of the originals of the documents submitted to us.

     

    (c)           The
conformity to authentic originals of any documents submitted to us as
copies.

     

    (d)           As
to matters of fact, the truthfulness of the representations made in the
Agreement and the First Amendment and in certificates of public officials and
officers of the Company.

     

    (e)           That
the First Amendment is the legal, valid and binding obligation of each party
thereto, other than the Company, enforceable against each such party in
accordance with its terms.

     

    (f)           That:

     

    (1)      The
Company is an entity duly organized and validly existing under the laws of the
jurisdiction of its organization;

     

    (2)      The
Company has full power to execute, deliver and perform the First Amendment, and
has duly executed and delivered the First Amendment;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (3)      The
execution, delivery and performance of the First Amendment by the Company have
been duly authorized by all necessary action (corporate or otherwise) and do
not:

     

    (a)    contravene
its certificate or articles of incorporation, by-laws or other organizational
documents;

     

    (b)    except
with respect to Generally Applicable Law, violate any law, rule or regulation
applicable to it; or

     

    (c)    result
in any conflict with or breach of any agreement or document binding on it of
which any addressee hereof has knowledge, has received notice or has reason to
know.

     

    (4)      Except
with respect to Generally Applicable Law, no authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body or (to the extent the same is required under any agreement or
document binding on it of which an addressee hereof has knowledge, has received
notice or has reason to know) any other third party is required for the due
execution, delivery or performance of the First Amendment by the Company or, if
any such authorization, approval, action, notice or filing is required, it has
been duly obtained, taken, given or made and is in full force and
effect.

     

    We have
not independently established the validity of the foregoing
assumptions.

     

    “Generally Applicable
Law” means the federal law of the United States of America, and the law
of the State of New York (including the rules or regulations promulgated
thereunder or pursuant thereto), that a New York lawyer exercising customary
professional diligence would reasonably be expected to recognize as being
applicable to the Company, the First Amendment or the transactions governed by
the First Amendment.  Without limiting the generality of the foregoing
definition of Generally Applicable Law, the term “Generally Applicable Law” does
not include any law, rule or regulation that is applicable to the Company, the
First Amendment or such transactions solely because such law, rule or regulation
is part of a regulatory regime applicable to any party to the First Amendment or
any of its affiliates due to the specific assets or business of such party or
such affiliate.

     

    Based
upon the foregoing and upon such other investigation as we have deemed necessary
and subject to the qualifications set forth below, we are of the opinion that
the First Amendment is the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

     

    Our
opinion expressed above is subject to the following qualifications:

     

     

    (A)           Our
opinion is subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally
(including without limitation all laws relating to fraudulent
transfers).

     

     

    (B)           Our
opinion is subject to the effect of general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether considered in a proceeding in equity or at
law).

     

    


    (C)           Our
opinion is limited to Generally Applicable Law, and we do not express any
opinion herein concerning any other law.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    A copy of
this opinion letter may be delivered by any of you to any person that becomes a
Bank in accordance with the provisions of the Agreement, as amended by the First
Amendment.  Any such person may rely on the opinion expressed above as
if this opinion letter were addressed and delivered to such person on the date
hereof.

     

    This
opinion letter is rendered to you in connection with the transactions
contemplated by the First Amendment.  This opinion letter may not be
relied upon by you or a future Bank for any other purpose without our prior
written consent.

     

    This
opinion letter speaks only as of the date hereof.  We expressly
disclaim any responsibility to advise you of any development or circumstance of
any kind, including any change of law or fact, that may occur after the date of
this opinion letter that might affect the opinion expressed herein.

     

    
      	
               
      

            	
              Very
      truly yours,

            


    

    


    RMB/ CTP/
NEK

    DLB

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        EXHIBIT F

      

      TO TERM
LOAN AGREEMENT

      
EXTENSION
REQUEST

    

    


    [DATE]

    


    Citibank,
N.A.,

    
      	
               
      

            	
              as
      Administrative Agent

            


    

    
      c/o
Citigroup Global Loans

    

    
      1615
Brett Road

    

    
      OPS
3

    

    
      New
Castle, DE 19720

    

    


    
      	
            	
              Attn: 

            	
              Kamel
      Saleh

            


    

    
    

    
      	 	
              (302)
      323-3199 (telephone)

            
	
               
      

            	
              (212)
      994-0961 (telecopier)

            


    

    
      	
               
      

            	
              kamel.saleh@citi.com
      (email)

            


    

    


    Ladies
and Gentlemen:

    


    This
notice (the “Extension
Notice”) is executed and delivered by The Dow Chemical Company (the
“Borrower”) to
Citibank, N.A. (the “Administrative
Agent”), pursuant to that certain Term Loan Agreement (as it may be
amended, modified, supplemented, or restated from time to time, the “Credit Agreement”)
dated as of September 8, 2008, entered into by and among the Borrower, the
Administrative Agent, and the lenders named therein (the “Banks”).  Capitalized
terms not defined herein shall have the meanings assigned to such terms in the
Credit Agreement.

    


    The
Borrower hereby notifies you pursuant to the terms of Section 2.06(b) of the
Credit Agreement that it elects to extend the Maturity Date to ____*____ (such extension
of the Maturity Date, the “Extension”).

    


    In
connection with the Extension requested hereby, the Borrower hereby represents,
warrants and certifies to the Administrative Agent for the benefit of the Banks
that:

    


    
      	
               
      

            	
              (a)

            	
              This
      Extension Notice is being delivered not more than thirty (30) days nor
      less than fifteen (15) days prior to the Original Maturity
      Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              As
      of the date of this Extension Notice, each representation and warranty
      made by the Borrower in Article IV of the Credit Agreement is true and
      correct in all material respects, with the same force and effect as if
      made on and as of such date, provided that
      any representation and warranty that is made with respect to facts or
      circumstances as of a specific date shall be true and correct in all
      material respects as of such date;
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      Default or Event of Default exists and is continuing as of the date
      hereof.

            


    

    


    *           *           *

     

    * Insert date occurring one year following the Original Maturity
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Extension Request is executed on ____________, 2010.  The undersigned
hereby certifies each and every matter contained herein to be true and
correct.

     

    
      
        
           

          
            	 	THE
      DOW CHEMICAL COMPANY	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By: 
      	 	 
	 	 	 	Name: 
      	 	 
	 	 	 	Title: 
      	 	 
	 	 	 	 	 	 


          

        

         

      

    

    


    


    
      Accepted
and Approved:

    

    


    
      CITIBANK,
N.A., as Administrative Agent

    

    


    
      
        
          
             

            
              	By:	 	 
	 	Name: 
      	 
	 	Title: 
      	 
	 	 	 


            

          

           

           

           

          Signature Page to Extension
Request

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        EXHIBIT G

        TO
TERM LOAN AGREEMENT

      

    

     

    THE
DOW CHEMICAL COMPANY

     

    [FORM OF]

    OFFICER’S
CERTIFICATE

     

     

    I, the
undersigned [Chief Financial Officer][Corporate Vice President and Treasurer] of
The Dow Chemical Company, a corporation organized under the laws of the State of
Delaware (the “Borrower”), do hereby
certify, solely in my capacity as [Chief Financial Officer][Corporate Vice
President and Treasurer] of the Borrower and not in my individual capacity, on
behalf of the Borrower, that:

     

    1.           This
Certificate is furnished pursuant to Section 2.06(b)(vii) of the Term Loan
Agreement, dated as of September 8, 2008, among the Borrower, the Banks party
thereto, Citibank, N.A., as Administrative Agent, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (“ML”) and Morgan
Stanley Senior Funding, Inc. (“MSSF”), as
Co-Syndication Agents (as amended, modified and/or supplemented to and including
the date hereof, the “Credit
Agreement”).  Unless otherwise defined here­in, capitalized
terms used in this Certificate shall have the meanings set forth in the Credit
Agreement.

    


    2.           Immediately
before and after giving effect to the Extension, no Default or Event of Default
has occurred and is continuing;

     

    3.           On
the date hereof, the representations and warranties of the Borrower contained in
the Credit Agreement are true and correct in all material respects on and as of
the date hereof, provided that any representation or warranty that is made with
respect to facts or circumstances as of a specific date shall be true and
correct in all material respects as of such date;

     

    4.           There
has not been, since December 31, 2008, a material adverse change in the
financial position or operations of the Borrower and its Consolidated
Subsidiaries, considered as a whole (except  for the consummation of
the Acquisition on the terms referred to in Section 3.02(c) and the financing
thereof as contemplated as of the First Amendment Effective Date and except
to the extent that the report of the Borrower on Form 10-K filed on February 20,
2009 discloses that such change has occurred; provided that any changes or
developments relating to matters so disclosed (and the effects thereof) that
arise after December 31, 2008 may be taken  into account in determining
whether a material adverse change has occurred); and

     

    [5.           As
of the date hereof, the Total Leverage Ratio is not greater than the then
applicable ratio set forth in Section 5.10 of the Credit Agreement (calculated
using Consolidated Debt as of the date hereof).]1

     

    *           *           *

    
___________________________

      
      1 Include
only if the covenant set forth in Section 5.10 of the Credit Agreement is
applicable on the Original Maturity Date.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, I have hereunto set my hand this ___ day of __________,
2010.

     

    


     

    
      


      
        
           

          
            	 	
                    THE
      DOW CHEMICAL COMPANY

                  	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	[Chief Financial
      Officer][Corporate Vice President and Treasurer]	 
	 	 	 	 	 


          

           

           

           

          Signature Page to Officer's
Certificate

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2.01

     

    The
Dow Chemical Company

    Term
Loan Commitments

    


    
      	
              Legal
      Name of Lending Institutions

            	
              Commitment

            
	 	 
	
              Citibank,
      N.A.

            	
              $1,298,076,923.07

            
	 	 
	
              Bank
      of America, N.A.

            	
              $913,461,538.46

            
	 	 
	
              Barclays
      Bank PLC

            	
              $913,461,538.46

            
	 	 
	
              Deutsche
      Bank AG, Cayman Islands Branch

            	
              $913,461,538.46

            
	 	 
	
              HSBC
      Bank USA, N.A.

            	
              $913,461,538.46

            
	 	 
	
              Mizuho
      Corporate Bank, Ltd.

            	
              $913,461,538.46

            
	 	 
	
              Royal
      Bank of Scotland, plc

            	
              $913,461,538.46

            
	 	 
	
              The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

            	
              $913,461,538.46

            
	 	 
	
              Merrill
      Lynch Commercial Finance

            	
              $846,153,846.15

            
	 	 
	
              Morgan
      Stanley Senior Funding, Inc.

            	
              $692,307,692.31

            
	 	 
	
              Morgan
      Stanley Bank

            	
              $605,769,230.78

            
	 	 
	
              Merrill
      Lynch Capital Corporation

            	
              $451,923,076.93

            
	 	 
	
              Banco
      Bilbao Vizcaya Argentaria, S.A. - New York Branch

            	
              $288,461,538.46

            
	 	 
	
              Banco
      Santander S.A., New York Branch

            	
              $288,461,538.46

            
	 	 
	
              Bayerische
      Landesbank, New York Branch

            	
              $288,461,538.46

            
	 	 
	
              Intesa
      Sanpaolo S.p.A.

            	
              $288,461,538.46

            
	 	 
	
              Standard
      Chartered Bank

            	
              $288,461,538.46

            
	 	 
	
              Sumitomo
      Mitsui Banking Corporation

            	
              $288,461,538.46

            
	 	 
	
              The
      Bank of Nova Scotia

            	
              $288,461,538.46

            
	 	 
	
              The
      Bank of New York Mellon

            	
              $96,153,846.15

            
	 	 
	
              Commonwealth
      Bank of Australia

            	
              $96,153,846.15

            
	
               

              Total

            	
               

              $12,500,000,000.00