DOW LETTERHEAD]
Exhibit
10.2
[DOW
LETTERHEAD]
March 4,
2009
Citigroup
Global
Markets Inc.
000
Xxxxxxxxx Xxxxxx
New York,
New York 10013
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
4 World
Financial Center
000 Xxxxx
Xxxxxx
New York,
New York 10080
Xxxxxx
Xxxxxxx Senior Funding, Inc.
0000
Xxxxxxxx
New York,
New York 10036
Ladies
and Gentlemen:
We refer
to (i) the Credit Agreement, dated as of September 8, 2008, among The Dow
Chemical Company (the “Borrower”), various
lenders party thereto (the “Banks”), Citibank,
N.A., as Administrative Agent (the “Administrative
Agent”) and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and
Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents (as amended,
restated, supplemented or otherwise modified, the “Credit Agreement”)
and (ii) the First Amendment to the Credit Agreement, dated as of March 4, 2009
(the “First
Amendment”). Capitalized terms used in this letter but not
defined herein shall have the meanings assigned thereto in the Credit
Agreement.
This will
confirm that, subject to the occurrence of the First Amendment Effective Date
under the First Amendment, the occurrence of the Closing Date, compliance with
all applicable laws and regulations, and other customary conditions precedent,
the Borrower is committed to issuing up to $3 billion of debt prior to or within
90 calendar days after the Closing Date (subject to extension for periods of
market disruption and blackout periods and any additional time required to
prepare and/or obtain additional pro forma financials and/or comfort letters
from auditors necessitated as a result of the acquisition of the Target), so
long as (a) the yield on such debt is no higher than a rate separately agreed in
writing as of the date hereof between the Borrower and the Arrangers, (b) such
debt is unsecured and not guaranteed by any subsidiaries of the Borrower and (c)
unless otherwise agreed by the Borrower, such debt does not contain covenants,
defaults or other provisions materially adverse to the Borrower other than those
contained in the Borrower’s 5.7% Senior Notes due 2018 and a ratings-based
interest rate adjustment; provided that the
inability or other failure by the Borrower to issue or offer to issue such debt
shall not constitute a default under the Credit Agreement or other agreements of
the Borrower.
* * *
| Very truly yours, | |||
| THE DOW CHEMICAL COMPANY | |||
| By: | /s/ XXXXXXXX X. XXXXXXX | ||
| Name: | Xxxxxxxx X. Xxxxxxx | ||
| Executive Vice President and Chief Financial Officer | |||
Accepted
as of
the date
first written above:
CITIGROUP
GLOBAL MARKETS INC.
| By: |
/s/ XXXXX X XXX
|
Name:
Xxxxx X Xxx
Title:
Authorized Signatory
XXXXXXX
LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED
| By: |
/s/ XXXXXX XXXXXX
|
Name:
Xxxxxx Xxxxxx
Title:
Managing Director
XXXXXX
XXXXXXX SENIOR FUNDING, INC.
| By: |
/s/ XXXXX XXXX
|
Name:
Xxxxx Xxxx
Title:
Vice President
