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, Morgan 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/ Thomas D. Jones
Title: Vice President and Treasurer
39 Old Ridgebury Road
Danbury, CT 06817-0001
Telecopy number: (203) 794-5135
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/ David A. Mandell
Title: Vice President
By /s/ David W. Stack
Title: Assistant Vice President
$59,166,666.67 BANK OF AMERICA ILLINOIS,
as a Co-Agent and a Bank
By /s/ Nancy McGaw
Title: Managing Director
$59,166,666.67 THE BANK OF NEW YORK,
as a Co-Agent and a Bank
By /s/ Nancy McEwen
Title: Vice President
$59,166,666.67 THE BANK OF NOVA SCOTIA,
as a Co-Agent and a Bank
By /s/ Terry K. Fryett
Title: Vice President
$59,166,666.67 BANQUE NATIONALE DE PARIS,
as a Co-Agent and a Bank
By /s/ Richard L. Sted
Title: Senior Vice President
By /s/ Thomas N. George
Title: Vice President
$59,166,666.67 CIBC INC.,
as a Co-Agent and a Bank
By /s/ Julia C. Collins
Title: Vice President
$59,166,666.66 CHEMICAL BANK,
as a Bank
By /s/ Scott S. Ward
Title: Vice President
$59,166,666.67 CREDIT SUISSE,
as a Co-Agent and a Bank
By /s/ David W. Kratovil
Title: Member of Senior Management
By /s/ Chris T. Horgen
Title: Associate
$59,166,666.67 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
as a Bank
By /s/ James S. Finch
Title: Vice President
$59,166,666.67 NATIONSBANK OF NORTH CAROLINA, N.A.,
as a Co-Agent and a Bank
By /s/ Margaret K. Vandenberg
Title: Senior Vice President
$37,500,000.00 BANCA COMMERCIALE ITALIANA
By /s/ Charles Dougherty
Title: Vice President
By /s/ S. Kim
Title: Assistant Vice President
$37,500,000.00 BARCLAYS BANK PLC
By /s/ J. Onischuk
Title: Associate Director
$37,500,000.00 FUJI BANK LIMITED
By /s/ Yoshihiko Shiotsugu
Title: Vice President & Manager
$37,500,000.00 ROYAL BANK OF CANADA
By /s/ John M. Crawford
Title: Senior Manager
$37,500,000.00 THE SUMITOMO BANK, LIMITED
By /s/ Yoshinori Kawamura
Title: Joint General Manager
$37,500,000.00 SWISS BANK CORPORATION
By /s/ William S. Lutkins
Title: Associate Director,
Credit Risk
By /s/ H. Clark Worthley
Title: Associate Director
$37,500,000.00 TORONTO DOMINION (NEW YORK), INC.
By /s/ R. C. Bingham
Title: Managing Director
$20,833,333.33 COMMERZBANK AG
NEW YORK BRANCH
By /s/ Juergen Boysen
Title: Senior Vice President
By /s/ Michael D. Hintz
Title: Vice President
$20,833,333.33 GENERALE BANK
By /s/ Alain Verschueren
Title: Senior Vice President
By /s/ Carlos Faucon
Title: Senior Vice President
$20,833,333.33 INSTITUTO BANCARIO SAN PAOLO DI
TORINO, S.P.A.
By /s/ Wendell Jones
Title: Vice President
By /s/ Robert Wurster
Title: First Vice President
$20,833,333.33 MARINE MIDLAND BANK
By /s/ William M. Holland
Title: Vice President
$20,833,333.33 MELLON BANK, N.A.
By /s/ Daniel A. Brailer
Title: First Vice President
$20,833,333.33 NATIONAL BANK OF KUWAIT
By /s/ Muhannad Kamal
Title: Executive Manager
By /s/ Stephen A. Larson
Title: Executive Manager
$20,833,333.33 SOCIETE GENERALE
By /s/ Robert Petersen
Title: Vice President
Total Commitments:
$1,000,000,000.00
=================
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Documentation Agent
By /s/ James S. Finch
Title: Vice President
60 Wall Street
New York, New York 10260
Attention: James Finch
Telex number: 177615
Telecopy number: (212) 648-5014
CHEMICAL BANK, as Administrative Agent
By /s/ Scott S. Ward
Title: Vice President
270 Park Avenue
New York, New York 10017-2070
Attention: Scott S. Ward
Telecopy number: (212) 270-3125
CHEMICAL BANK, as Auction Agent
By /s/ Scott S. Ward
Title: Vice President
270 Park Avenue
New York, New York 10017-2070
Attention: Scott S. Ward
Telecopy number: (212) 270-3125