0000947871-09-000155 Sample Contracts

DOW LETTERHEAD]
Securities Issuance Letter • March 6th, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers
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FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • March 6th, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

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.

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