Exhibit 1.2 Union Carbide Corporation Medium-Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • January 22nd, 1997 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
EXHIBIT 99 December 22, 2000 VIA FAX AND OVERNIGHT MAIL The Dow Chemical Company 2030 Dow Center Midland, MI 48674 Attention: Chief Executive Officer Dear Sirs: Reference is made to the Agreement and Plan of Merger, dated as of August 3, 1999 (the...Agreement and Plan of Merger • December 22nd, 2000 • Union Carbide Corp /New/ • Industrial organic chemicals
Reference is made to the Agreement and Plan of Merger, dated as of August 3, 1999 (the "Agreement"), among Union Carbide Corporation, a New York corporation, The Dow Chemical Company, a Delaware corporation, and Transition Sub Inc., a Delaware corporation.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 5th, 1999 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect...Joint Filing Agreement • February 13th, 1998 • Union Carbide Corp /New/ • Industrial organic chemicals
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of RESOURCE BANCSHARES MORTGAGE GROUP, INC., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth opposite its name.
Exhibit 10.1.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 dated as of October 27, 1995 to the $1,000,000,000 Credit Agreement dated as of November 4, 1994 (the "Credit Agreement") among UNION CARBIDE CORPORATION (the "Borrower"), the Banks...Credit Agreement • March 22nd, 1996 • Union Carbide Corp /New/ • Plastic materials, synth resins & nonvulcan elastomers • New York
RECITALSStock Option Agreement • August 5th, 1999 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
EXHIBIT 10.11.3 SECOND AMENDMENT TO THE UNION CARBIDE CORPORATION BENEFITS PROTECTION TRUST AGREEMENT The Union Carbide Corporation Benefits Protection Trust (Amended and Restated Effective August 29, 1997) (the "Trust") between Union Carbide...Benefits Protection Trust Agreement • March 8th, 2001 • Union Carbide Corp /New/ • Industrial organic chemicals
SEVENTEENTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 7th, 2020 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Seventeenth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 30, 2019, and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantor (the “Subsidiary Guarantor”) (together, the “Parties”).
THIRTEENTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 12th, 2016 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Thirteenth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 16, 2015 and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantor (the “Subsidiary Guarantor”) (together, the “Parties”).
Amended and Restated Revolving Credit AgreementRevolving Credit Agreement • February 19th, 2010 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of May 28, 2004 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among UNION CARBIDE CORPORATION, a New York corporation (“Carbide” or “Borrower”), as borrower, THE DOW CHEMICAL COMPANY, a Delaware corporation (“TDCC” or “Lender”), as lender, and UNION CARBIDE SUBSIDIARY C, INC., UNION CARBIDE CHEMICALS & PLASTICS TECHNOLOGY CORPORATION, UCMG LLC, AND CATALYSTS, ADSORBENTS AND PROCESS SYSTEMS, INC. as the SUBSIDIARY GUARANTORS.
Second Amended and Restated Revolving Loan AgreementRevolving Loan Agreement • February 21st, 2006 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
The Amended and Restated Revolving Loan Agreement, effective as of January 1, 2004, which amended and restated the Revolving Loan Agreement dated as of December 1, 2001 (the “Effective Date”) between The Dow Chemical Company, a Delaware corporation (the “Borrower”), and Union Carbide Corporation, a New York corporation (the “Lender”), as amended by the Revolving Loan Amendment Number 1 dated July 1, 2002, is hereby amended and restated effective as of November 1, 2005, as follows:
Revolving Credit AgreementRevolving Credit Agreement • May 2nd, 2003 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This REVOLVING CREDIT AGREEMENT is dated as of March 25, 2003 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), between UNION CARBIDE CORPORATION, a New York corporation ("Carbide" or "Borrower"), as borrower, and THE DOW CHEMICAL COMPANY, a Delaware corporation ("TDCC" or "Lender"), as lender.
TWENTY-SECOND AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Twenty-Seconded Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of October 1, 2023, and is entered into among Union Carbide Corporation, as Borrower (“Borrower”) and The Dow Chemical Company, as Lender (“Lender”) (together, the “Parties”).
Fourth Amendment to the Amended and Restated Revolving Credit AgreementRevolving Credit Agreement • October 31st, 2006 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Fourth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2006 and is entered into between Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Subsidiary C, Inc. and Union Carbide Chemicals & Plastics Technology Corporation as the Subsidiary Guarantors (the “Subsidiary Guarantors”) (together, the “Parties”).
TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • February 1st, 2023 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Tenth Amendment to the Second Amended and Restated Revolving Loan Agreement (the “Amendment”), effective as of December 30, 2022, 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”).
Second Amended and Restated Sales Promotion AgreementSales Promotion Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • Michigan
This Second Amended and Restated Sales Promotion Agreement ("Agreement") by and between Union Carbide Corporation, a corporation duly organized and existing under the laws of the State of New York, having its principal place of business at 39 Old Ridgebury Road, Danbury, Connecticut 06817 (hereinafter referred to as "UCC") and The Dow Chemical Company, a corporation duly organized and existing under the laws of the State of Delaware, having its principal offices at 2030 Dow Center, Midland, Michigan (hereinafter referred to as "TDCC"). UCC and TDCC may be referred to hereinafter collectively as the "Parties" or individually as a "Party."
NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • April 22nd, 2022 • Union Carbide Corp /New/ • Industrial organic chemicals
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.”
Second Amended and Restated AgreementAgreement • August 2nd, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals • Texas
This SECOND AMENDED AND RESTATED AGREEMENT ("Agreement"), entered into as of April 1, 2005, between Union Carbide Corporation ("UCC"), a New York corporation, and Dow Hydrocarbons and Resources Inc. ("DHRI"), a Delaware corporation, amends and restates that certain agreement of February 6, 2001, as amended and restated as of July 1, 2003 (the "First Amended Agreement"). DHRI agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.
EXHIBIT C-1 FORM OF SUBSIDIARY PLEDGE AGREEMENTRevolving Credit Agreement • August 5th, 2003 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This SUBSIDIARY PLEDGE AGREEMENT (as amended, modified or supplemented from time to time as provided herein, this "Agreement") is dated as of March 25, 2003, and made by each of UNION CARBIDE SUBSIDIARY C, INC., a Delaware corporation, UCMG LLC, a Delaware limited liability company, and CATALYSTS, ADSORBENTS AND PROCESS SYSTEMS, INC., a Maryland corporation (collectively, "Grantors" and each individually, a "Grantor"), in favor of THE DOW CHEMICAL COMPANY, a Delaware corporation ("TDCC" or "Lender").
AGREEMENTService Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • Delaware
This AGREEMENT (this “Agreement”), dated as of November 1, 2023 (the “Effective Date”), is entered into by and between The Dow Chemical Company, a Delaware corporation (“Dow”), and Union Carbide Corporation, a New York corporation and an Affiliate of Dow (“UCC”, and together with Dow, the “Parties” and each, a “Party”).
CONFORMED COPY COMPLETION GUARANTEECompletion Guarantee • November 14th, 1996 • Union Carbide Corp /New/ • Industrial organic chemicals
Third Amendment to the Amended and Restated Revolving Credit AgreementRevolving Credit Agreement • November 1st, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Third Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2005 and is entered into between Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”), and Union Carbide Subsidiary C, Inc. and Union Carbide Chemicals & Plastics Technology Corporation as the Subsidiary Guarantors (the “Subsidiary Guarantors”) (together, the “Parties”).
Service Addendum No. 1 to Service AgreementService Addendum • October 30th, 2002 • Union Carbide Corp /New/ • Industrial organic chemicals
Per Article 3 of the Service Agreement (the "Agreement") between The Dow Chemical Company ("TDCC") and Union Carbide Corporation ("UCC"), with an Effective Date of 6 February 2001, this Service Addendum specifies services which TDCC (or its designated Affiliate) is to perform pursuant to the terms and conditions of the Agreement.
First Amendment to the Amended and Restated Revolving Credit AgreementRevolving Credit Agreement • February 18th, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
THIS FIRST AMENDMENT (the "Amendment") dated October 29, 2004 to the Amended and Restated Revolving Credit Agreement, dated as of May 28, 2004 (the "Amended Credit Agreement"), among UNION CARBIDE CORPORATION, a New York corporation ("Carbide" or "Borrower"), as borrower, THE DOW CHEMICAL COMPANY, a Delaware corporation ("TDCC" or "Lender"), as lender, and UNION CARBIDE SUBSIDIARY C, INC., UNION CARBIDE CHEMICALS & PLASTICS TECHNOLOGY CORPORATION, UCMG LLC and CATALYSTS, ADSORBENTS & PROCESS SYSTEMS, INC. (the "Subsidiary Guarantors"), as the subsidiary guarantors (together, the "Parties").
THIRD AMENDED AND RESTATED AGREEMENTThird Amended and Restated Agreement (To Provide Materials and Services) • April 29th, 2008 • Union Carbide Corp /New/ • Industrial organic chemicals • Texas
This THIRD AMENDED AND RESTATED AGREEMENT (“Agreement”), entered into as of March 1, 2008, between Union Carbide Corporation (“UCC”), a New York corporation, and Dow Hydrocarbons and Resources LLC (“DHR LLC”), a Delaware corporation, amends and restates that Second Amended and Restated Agreement of April 1, 2005, as amended as of January 1, 2008 (as so amended, the “Second Amended Agreement”), which amended and restated that certain agreement of February 6, 2001, as amended and restated as of July 1, 2003 . DHRI agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.
Union Carbide Corporation and Subsidiaries First Amendment to Second Amended and Restated Revolving Loan AgreementRevolving Loan Agreement • February 19th, 2008 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This First 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”).
Amended and Restated Tax Sharing AgreementTax Sharing Agreement • August 5th, 2003 • Union Carbide Corp /New/ • Industrial organic chemicals • Delaware
This Amended and Restated Tax Sharing Agreement is made and entered into as of February 7, 2001 by and among The Dow Chemical Company, a Delaware corporation ("Dow"), as Common Parent, on behalf of itself and the other members of the Dow Group (other than any member of the UCC Group), and Union Carbide Corporation, a Delaware corporation ("UCC"), on behalf of itself and the other members of the UCC Group.
NINETEENTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 4th, 2022 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Nineteenth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 30, 2021, and is entered into among Union Carbide Corporation, as Borrower (“Borrower”) and The Dow Chemical Company, as Lender (“Lender”) (together, the “Parties”).
Amended and Restated Agreement (to Provide Materials and Services)Agreement to Provide Materials and Services • August 3rd, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • Texas
This AMENDMENT (this "Amendment") is dated as of June 1, 2004 and entered into between UNION CARBIDE CORPORATION ("UCC") and DOW HYDROCARBONS AND RESOURCES INC. ("DHRI"), and is made with reference to that certain Amended and Restated Agreement dated as of July 1, 2003 (the "Restated Agreement"), between UCC and DHRI with respect to the supply of feedstocks, monomers, fuel, logistics and other services by DHRI to UCC. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Restated Agreement (as amended by this Amendment).
Second Amendment to Revolving Credit AgreementRevolving Credit Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Second Amendment to the Revolving Credit Agreement (the "Credit Agreement"), dated as of March 25, 2003 between Union Carbide Corporation, as Borrower ("Borrower") and The Dow Chemical Company, as Lender ("Lender") is effective as of January 1, 2004 (this "Amendment"). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement.
Service Addendum No. 3 to the Amended and Restated Service AgreementService Addendum • February 18th, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals
Per Article 3 of the Amended and Restated Service Agreement (the "Agreement") between THE DOW CHEMICAL COMPANY ("TDCC") and UNION CARBIDE CORPORATION ("UCC"), with an Effective Date of July 1, 2002, this Service Addendum specifies services which TDCC and UCC may provide to each other pursuant to the terms and conditions of the Agreement. This Service Addendum is effective on January 1, 2005 and shall remain in effect thereafter until terminated according to the provisions of the Agreement.
WITNESSETH:Indemnification Agreement • March 20th, 1998 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
NINTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 1st, 2011 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
This Ninth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2011 and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Subsidiary C, Inc. (formerly known as K-Dow Petro-Chemicals UC Sub C, Inc.) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantors (the “Subsidiary Guarantors”) (together, the “Parties”).
AGREEMENTSupply Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • Texas
This AGREEMENT (“Agreement”), entered into as of November 1, 2023, between Union Carbide Corporation (“UCC”), a New York corporation, and The Dow Chemical Company (“TDCC”), a Delaware corporation. TDCC agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • Delaware
SALE AND PURCHASE AGREEMENT, dated as of December 1, 2023 (this “Agreement”), between Union Carbide Corporation, a New York corporation (the “Seller”), and Dow Multinational Holding LLC, a Delaware limited liability company (the “Buyer”).
