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 party thereto, the Co-Agents party
thereto, Xxxxxx Guaranty Trust Company of New York, as
Documentation Agent and Chemical Bank, as Administrative Agent
and Auction Agent.
W I T N E S S E T H:
The parties hereto agree as follows:
SECTION 1. Definitions. Unless otherwise specifically
defined herein, each term used herein which is defined in the
Credit Agreement has the meaning assigned to such term in the
Credit Agreement.
SECTION 2. Amendment of Section 1.01. The definition of
the term "Termination Date" contained in Section 1.01 of the
Credit Agreement is amended by changing the date, "November 3,
1999" to "November 3, 2000."
SECTION 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 4. Counterparts; Effectiveness. This Amendment may
be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall
become effective as of the date hereof upon receipt by the
Administrative Agent of counterparts hereof duly executed by the
Borrower, each of the Banks, the Co-Agents, the Documentation
Agent, the Administrative Agent and the Auction Agent (or, in the
case of any party as to which an executed counterpart shall not
have been received, receipt by the Administrative Agent of
telegraphic, telex, telecopy or other written confirmation from
such party of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
UNION CARBIDE CORPORATION
By /s/ Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Telecopy number: (000) 000-0000
Attention: Vice President and Treasurer
$59,166,666.67 ABN AMRO BANK N.V.,
NEW YORK BRANCH
as a Co-Agent and a Bank
By /s/ Xxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxx X. Xxxxx
Title: Assistant Vice President
$59,166,666.67 BANK OF AMERICA ILLINOIS,
as a Co-Agent and a Bank
By /s/ Xxxxx XxXxx
Title: Managing Director
$59,166,666.67 THE BANK OF NEW YORK,
as a Co-Agent and a Bank
By /s/ Xxxxx XxXxxx
Title: Vice President
$59,166,666.67 THE BANK OF NOVA SCOTIA,
as a Co-Agent and a Bank
By /s/ Xxxxx X. Xxxxxx
Title: Vice President
$59,166,666.67 BANQUE NATIONALE DE PARIS,
as a Co-Agent and a Bank
By /s/ Xxxxxxx X. Xxxx
Title: Senior Vice President
By /s/ Xxxxxx X. Xxxxxx
Title: Vice President
$59,166,666.67 CIBC INC.,
as a Co-Agent and a Bank
By /s/ Xxxxx X. Xxxxxxx
Title: Vice President
$59,166,666.66 CHEMICAL BANK,
as a Bank
By /s/ Xxxxx X. Xxxx
Title: Vice President
$59,166,666.67 CREDIT SUISSE,
as a Co-Agent and a Bank
By /s/ Xxxxx X. Xxxxxxxx
Title: Member of Senior Management
By /s/ Xxxxx X. Xxxxxx
Title: Associate
$59,166,666.67 XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
as a Bank
By /s/ Xxxxx X. Xxxxx
Title: Vice President
$59,166,666.67 NATIONSBANK OF NORTH CAROLINA, N.A.,
as a Co-Agent and a Bank
By /s/ Xxxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
$37,500,000.00 BANCA COMMERCIALE ITALIANA
By /s/ Xxxxxxx Xxxxxxxxx
Title: Vice President
By /s/ X. Xxx
Title: Assistant Vice President
$37,500,000.00 BARCLAYS BANK PLC
By /s/ X. Xxxxxxxx
Title: Associate Director
$37,500,000.00 FUJI BANK LIMITED
By /s/ Xxxxxxxxx Xxxxxxxxx
Title: Vice President & Manager
$37,500,000.00 ROYAL BANK OF CANADA
By /s/ Xxxx X. Xxxxxxxx
Title: Senior Manager
$37,500,000.00 THE SUMITOMO BANK, LIMITED
By /s/ Xxxxxxxxx Xxxxxxxx
Title: Joint General Manager
$37,500,000.00 SWISS BANK CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
Title: Associate Director,
Credit Risk
By /s/ H. Xxxxx Xxxxxxxx
Title: Associate Director
$37,500,000.00 TORONTO DOMINION (NEW YORK), INC.
By /s/ X. X. Xxxxxxx
Title: Managing Director
$20,833,333.33 COMMERZBANK AG
NEW YORK BRANCH
By /s/ Xxxxxxx Xxxxxx
Title: Senior Vice President
By /s/ Xxxxxxx X. Xxxxx
Title: Vice President
$20,833,333.33 GENERALE BANK
By /s/ Xxxxx Xxxxxxxxxxx
Title: Senior Vice President
By /s/ Xxxxxx Xxxxxx
Title: Senior Vice President
$20,833,333.33 INSTITUTO BANCARIO SAN PAOLO DI
TORINO, S.P.A.
By /s/ Xxxxxxx Xxxxx
Title: Vice President
By /s/ Xxxxxx Xxxxxxx
Title: First Vice President
$20,833,333.33 MARINE MIDLAND BANK
By /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
$20,833,333.33 MELLON BANK, N.A.
By /s/ Xxxxxx X. Xxxxxxx
Title: First Vice President
$20,833,333.33 NATIONAL BANK OF KUWAIT
By /s/ Xxxxxxxx Xxxxx
Title: Executive Manager
By /s/ Xxxxxxx X. Xxxxxx
Title: Executive Manager
$20,833,333.33 SOCIETE GENERALE
By /s/ Xxxxxx Xxxxxxxx
Title: Vice President
Total Commitments:
$1,000,000,000.00
=================
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Documentation Agent
By /s/ Xxxxx X. Xxxxx
Title: Vice President
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
Telex number: 177615
Telecopy number: (000) 000-0000
CHEMICAL BANK, as Administrative Agent
By /s/ Xxxxx X. Xxxx
Title: Vice President
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxx
Telecopy number: (000) 000-0000
CHEMICAL BANK, as Auction Agent
By /s/ Xxxxx X. Xxxx
Title: Vice President
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxx
Telecopy number: (000) 000-0000
