NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
EXHIBIT 10.7.9 | ||||||||
NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
LOAN AGREEMENT
LOAN AGREEMENT
This Ninth Amendment to Second Amended and Restated Revolving Loan Agreement (“Amendment”), dated March 31, 2022, shall be effective as of January 1, 2022, and is made and entered into by and between Union Carbide Corporation, a New York corporation (“Lender”) and The Dow Chemical Company, a Delaware corporation (“Borrower”). Lender and Borrower may each be referred to as a “Party” and together referred to as the “Parties.”
A.The Parties entered into a Second Amended and Restated Revolving Loan Agreement, effective November 1, 2005, as amended (the “Agreement”), pursuant to which Lender has a Commitment to makes advances to Borrower in an amount not to exceed $6,000,000,000 (Six Billion U.S. Dollars); and
B.The Parties acknowledge the lending industry is transitioning away from the use of the London Interbank Offered Rate (LIBOR), and, therefore, the Parties desire to enter into this Amendment to reflect changes to the interest rate to be charged under the Agreement and update other provisions of the Agreement.
The Parties hereby agree as follows:
1.Applicability of Provisions of the Agreement
Except as expressly amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. The Agreement and this Amendment shall be read, taken and construed as one and the same instrument, however, in the event of a conflict or inconsistency between the Agreement and this Amendment, this Amendment will control. Unless otherwise specified, references in this Amendment to Articles and Exhibits refer to the Articles and Exhibits of the Agreement. Capitalized words and phrases used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
2.Definitions
a.The following definition for “Alternative Reference Rate” is hereby added to Article 1 (Definitions):
““Alternative Reference Rate” means the reference rate set forth on Exhibit A attached hereto for the currency applicable to Advances under the Agreement.”
b.The definition for “LIBOR” is hereby deleted in its entirety from Article 1 (Definitions).
c.The definition for “TDCC Reference Rate” is hereby deleted in its entirety and replaced with the following definition:
““TDCC Reference Rate” means the interest rate established for intercompany financing transactions by the Corporate Treasury Department of The Dow Chemical Company from time
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to time. This rate is initially comprised of 1 month Alternative Reference Rate; plus a positive spread that represents transactions with unrelated parties under similar terms and conditions.”
d.The definition of “Maturity Date” is hereby amended to mean December 30, 2022.
3.Prior Loan Agreement
Lender and Borrower agree and acknowledge they may have entered into other loan or credit agreements dated or effective prior to the date hereof in the same capacity as under the Agreement and that all such prior loan or credit agreements are terminated and superseded by the Agreement.
4.Notices
Section 7.3 is hereby amended to update the Borrower’s address to read:
The Dow Chemical Company
0000 X.X. Xxx Xxx
Xxxxxxx, XX 00000
Attention: Treasurer
5.Entire Agreement
This Amendment may be signed and delivered in one or more counterparts, each of which when so signed and delivered will be an original, and those counterparts will together constitute one and the same instrument. Delivery of this Amendment by facsimile, e-mail or functionally equivalent electronic transmission constitutes valid and effective delivery. This Amendment may only be modified or amended by an express written agreement signed by an authorized representative of each Party.
6.Governing Law
This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction set forth in the governing law section of the Agreement.
7.Construction
This Amendment was prepared jointly by the Parties, and no rule that it be construed against the drafter shall have any application in its construction or interpretation.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly authorized representatives.
| BORROWER: | LENDER: | |||||||||||||
| The Dow Chemical Company | Union Carbide Corporation | |||||||||||||
| By: | /s/ XXXX XXXX | By: | /s/ XXXXXXX XXXXXX | |||||||||||
| Name: | Xxxx Xxxx | Name: | Xxxxxxx Xxxxxx | |||||||||||
| Title: | Authorized Signatory | Title: | Chief Financial Officer, Vice President and Treasurer | |||||||||||
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| Exhibit A | |||||||||||||||||||||||
| Effective January 1, 2022 | |||||||||||||||||||||||
| Currency | Country | Reference Rate | Bloomberg Ticker Index or Source | Rate Fixing Date | Source Location | Source Description | Index Name | ||||||||||||||||
| AED | UAE | EIBOR | EIBO1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxxxxxxxxx.xx/xx | Central bank of UAE | Emirates Interbank Offer Rate 1 Month Ask (Index) | ||||||||||||||||
| ARS | Argentina | Average Rate from four banks | 2 Days Prior to Work Day 1 | Interest rate curve quote obtained monthly from 4 banks, including one National Bank | |||||||||||||||||||
| AUD | Xxxxxxxxx | XXXX0X | XXXX0X | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxx.xxx.xx/xxxxxxxx/xxxxxxxxx.xxx | Australian Securities Exchange | |||||||||||||||||
| CAD | Canada | CDOR | CDOR01 | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxxxxxxx.xxx/xx/xxxxxxxxx-xxxx/xxxxxxxxx-xxxxxxxxxx/xxxxxxxx-xxxx-xxxxxxxxxx/xxxxxxxx-xxxxxxxx-xxxxx | London Stock Exchange Group | Canada Bankers Acceptances 1 Month (Index) | ||||||||||||||||
| CHF | Switzerland | SARON | SARO1MC | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxx-xxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxx_xxxxxx/xxxxx_xxxxxxxxx_xxxxx/xxxxxxxx_xxxxx_xx.xxxx | SIX Group Ltd (SIX) | SARON 1 month Compound Rate (Index) | ||||||||||||||||
| CLP | Chili | xxxxx://xxx.xx/xxxxxxx-xxxxxxxxxx/xxxxx/ | 2nd WD of Month | xxxxx://xxx.xx/xxxxxxx-xxxxxxxxxx/xxxxx/ | Chilean Benchmark Facility SpA (100% sub of Global Rate Set Systems Ltd), located on 1M Tab Nominal | ||||||||||||||||||
| CNY | China | CNDRAM | CNDRAM1Y * (1+6% VAT Rate) | As new rate is released | xxx.xxx.xxx.xx | The People's Bank of China | China PBOC Benchmark Deposit Rate of Agreement Deposit | ||||||||||||||||
| COP | Columbia | Citibank Mkt Rate | Citibank Market Rate | Quarterly (as of Q-end) | LATAM Treasury Funding Team obtains the rate from bank. | ||||||||||||||||||
| CZK | Czech Republic | PRIBOR | PRIB01M | 2 Days Prior to Work Day 1 | xxxxx://xxxx.xx/xxxxxx/ | Czech Financial Benchmark Facility (CFBF) | Czech Interbank Offered Rates 1 Month (Index) | ||||||||||||||||
| DKK | Denmark | CIBOR | CIBO01M | 2 Days Prior to Work Day 1 | xxxxx://xxxx.xx/xxxx-xxxxxxxxxx/xxxxx/ | Danish Financial Benchmark Facility | Copenhagen Interbank Offered Rates 1 Month (Index) | ||||||||||||||||
| EUR | European Union | EURIBOR | EUR001M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxx-xxxxxxxxxx.xx/xxxxxxxxxx/xxxxxxx/xxxx/ | European Money Markets Institute | Euribor (Euro Interbank Offered Rate) 1 Month ACT/360 (Index) | ||||||||||||||||
| GBP | United Kingdom | XXXXX | TISONI1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxxxx.xxx/xxx/xxxx-xxxx-xxxxx | ICE Benchmark Administration Limited (IBA) | ICE IBA - ICE Term XXXXX Reference Rates 1M (Index) | ||||||||||||||||
| HKD | Hong Kong | HIBOR | HIHD01M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxx.xxx.xx/XxxxxxxXxxxxxxxXxxxxxxxxxXxxxxXxxxxx.xx | The Hong Kong Association of Banks | HK Assoc of Banks Hong Kong Dollar HIBOR Fixings 1 Month (Index) | ||||||||||||||||
| HUF | Hungary | BUBOR | BUBOR01M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxx.xx/xxx/xx/xxx-xxxxxxx-xxxx | Magyar Nemzeti Bank (central bank of Hungary) | National Bank of Hungary Budapest Interbank Offered Rates 1 Month Index | ||||||||||||||||
| IDR | Indonesia | JIBOR | JIIN1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xx.xx.xx/xx/xxxxxx-xxxxx/xxxxxxx/xxxxxxx-xxxxx/Xxxxxxx.xxxx#:x:xxxxxXXXXX%00xxxxxx%00xxxx%0Xxxxx%00xxxx,xxxxx%00xxxxx%00xx%00xxxx%00xxxxxxxxx | Bank Indonesia | Bank Indonesia Jakarta Interbank Offering Rate 1 Month (Index) | ||||||||||||||||
| JPY | Japan | TIBOR | TI0001M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxxxxxx.xx.xx/xxxxxxx/xxxx/ | JBA Tibor Administration | Japan Bankers Association TIBOR Fixing Rate 1 Month (Index) | ||||||||||||||||
| KRW | South Korea | KR IRS Fixing Rate | Korea IRS | 2 Days Prior to Work Day 1 | 4.6% (current fix rate) Arbitrarily set & enforced by Korea IRS | KRW 3 Month Certificate of Deposit (Currency) Composite | |||||||||||||||||
| KWD | Kuwait | KIBOR | KIB0B1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxx.xxx.xx/xx/xxxxxxxx-xxxxxx/xxxxxx-xxxxxxxxxx/xxxx-xxxxxxxxxx | Central bank of Kuwait | Kuwait Central Bank 1M Offer Rate (Index) | ||||||||||||||||
| MXN | Mexico | Banamex Mkt Rate | Banamex Market Rate | 1st Working Day of Qtr | LATAM Treasury Funding Team obtains the rate from bank. | ||||||||||||||||||
| MYR | Malaysia | KLIBOR | KLIB1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxx.xxx.xx/xxxxx-xxxxxxxxxx | Bank Negara Malaysia (central bank of Malaysia) | Bank Negara Malaysia Klibor Interbank Offered Rate Fixing 1 Month | ||||||||||||||||
| NOK | Norway | NOWA | NOWA1MA | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxxxx-xxxx.xx/xx/xxxxxx/Xxxxxxxxxx/Xxxxxxxx-xxxxx/xxxx-xxxxxxx0/ | Norges Bank | NOWA Compounded Aveage 1 Month (Index) | ||||||||||||||||
| NZD | New Zealand | NZD Bank Xxxx | NDBB1M CMPN Currency | 2 Days Prior to Work Day 1 | NZN 1 Month Bank Xxxx (Currency) Composite | ||||||||||||||||||
| PHP | Philippines | PHIBOR | PREF1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxx.xxx.xx/XxxxXxxxx/XxxxxXxxXxxx/XxxxxXxxXxxx.xxxx | Bangko Sentral NL Pilipinas (centr bank of Philippines) | Philippines 1-Month Interbank Reference Rate PHIREF at 1130am (Index) | ||||||||||||||||
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| XXX | Xxxxxx | XXXXX | XXXX0X | 2 Days Prior to Work Day 1 | xxxxx://xxxxxxxxxxxx.xx/ | GPW Benchmark SA | GPW Benchmark WIBID/WIBOR PLN 1M (Index) | ||||||||||||||||
| XXX | Romania | ROBOR | BUBR1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxx.xx/XXXXX-XXXXX-0000-Xxxxxx.xxxx | National Bank of Romania | National Bank of Romania ROBID-ROBOR 1 Month (Index) | ||||||||||||||||
| SEK | Sweden | SWESTR | SWESTR | 2 Days Prior to Work Day 1 | xxx.xxxxxxxx.xx/xx-xx/xxxxxxxxxx/xxxxxx/ | Riksbank | SWESTR Compounded Average 1 Month (Index) | ||||||||||||||||
| SGD | Singapore | SORA | SORACA1M | 2 Days Prior to Work Day 1 | xxxxx://xxxxxxxxx.xxx.xxx.xx/xxxxxxxxxx/xxx/XxxxxxxxXxxxxxxxXxxxx.xxxx | Monetary Authority of Singapore | Compounded SORA Avg 1 Months (Index) | ||||||||||||||||
| THB | Thailand | BIBOR | BOFX1M | 2 Days Prior to Work Day 1 | |||||||||||||||||||
| USD | United States | SOFR | SR1M | 2 Days Prior to Work Day 1 | xxxxx://xxx.xxxxxxxx.xxx/xxxxxxx/xxxxxxxx-xxxxx/xxxxx/xxx-xxxxx-xxxx.xxxx# vs SOFR Averages and Index Data - FEDERAL RESERVE BANK of NEW YORK (xxxxxxxxxx.xxx) | Federal Reserve Bank of New York | CME Term SOFR 1 Month. Consider SOFR30A Index (30 day Compounded Average) | ||||||||||||||||
| ZAR | South Africa | JIBAR | JIBA1M | 2 Days Prior to Work Day 1 | JSE - Johannesburg Stock Exchange | South African Futures Exchange | SAFE South Africa Johannesburg Interbank Agreed Rate 1 Month (Index) | ||||||||||||||||
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