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, ▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
$59,166,666.67 BANK OF AMERICA ILLINOIS,
as a Co-Agent and a Bank
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
$59,166,666.67 THE BANK OF NEW YORK,
as a Co-Agent and a Bank
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
$59,166,666.67 THE BANK OF NOVA SCOTIA,
as a Co-Agent and a Bank
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
$59,166,666.67 BANQUE NATIONALE DE PARIS,
as a Co-Agent and a Bank
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
$59,166,666.67 CIBC INC.,
as a Co-Agent and a Bank
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
$59,166,666.66 CHEMICAL BANK,
as a Bank
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
$59,166,666.67 CREDIT SUISSE,
as a Co-Agent and a Bank
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Member of Senior Management
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
$59,166,666.67 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK,
as a Bank
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
$59,166,666.67 NATIONSBANK OF NORTH CAROLINA, N.A.,
as a Co-Agent and a Bank
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
$37,500,000.00 BANCA COMMERCIALE ITALIANA
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇. ▇▇▇
Title: Assistant Vice President
$37,500,000.00 BARCLAYS BANK PLC
By /s/ ▇. ▇▇▇▇▇▇▇▇
Title: Associate Director
$37,500,000.00 FUJI BANK LIMITED
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President & Manager
$37,500,000.00 ROYAL BANK OF CANADA
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Manager
$37,500,000.00 THE SUMITOMO BANK, LIMITED
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Joint General Manager
$37,500,000.00 SWISS BANK CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Associate Director,
Credit Risk
By /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Associate Director
$37,500,000.00 TORONTO DOMINION (NEW YORK), INC.
By /s/ ▇. ▇. ▇▇▇▇▇▇▇
Title: Managing Director
$20,833,333.33 COMMERZBANK AG
NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
$20,833,333.33 GENERALE BANK
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
$20,833,333.33 INSTITUTO BANCARIO SAN PAOLO DI
TORINO, S.P.A.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
$20,833,333.33 MARINE MIDLAND BANK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
$20,833,333.33 MELLON BANK, N.A.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
$20,833,333.33 NATIONAL BANK OF KUWAIT
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Manager
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Manager
$20,833,333.33 SOCIETE GENERALE
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Total Commitments:
$1,000,000,000.00
=================
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Documentation Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telex number: 177615
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
CHEMICAL BANK, as Administrative Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
CHEMICAL BANK, as Auction Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇