EXHIBIT 10.7.1
Union
Carbide Corporation and Subsidiaries
First
Amendment to Second Amended and Restated Revolving Loan
Agreement
This First
Amendment to the Second Amended and Restated Revolving Loan
Agreement (the “ Amendment ”), dated as of
December 31, 2007, is entered into by and between Union
Carbide Corporation, a New York corporation (the “
Lender ”) and The Dow Chemical Company, a Delaware
corporation (the “ Borrower ”).
WHEREAS, the
Lender and the Borrower are parties to the Second Amended and
Restated Revolving Loan Agreement dated as of November 1, 2005
(the “ Loan Agreement ”);
WHEREAS, the
Lender and the Borrower wish to increase the Commitment Amount, as
defined in the Loan Agreement, to a sum not exceeding Four Billion
U.S. dollars;
NOW,
THEREFORE,
In view of the
following terms and conditions and for other good and valuable
consideration to the receipt and sufficiency whereof is hereby
acknowledged, the parties agree as follows:
1.
Paragraph 2.1 of the Loan Agreement is hereby amended to read as
follows:
2.1
Advances
The Lender agrees, on
the terms and conditions stated in this Agreement, to make advances
to the Borrower (the
“ Advance(s) ”) in an aggregate outstanding
amount not to exceed $4,000,000,000 (Four Billion U.S. Dollars)
(the “ Commitment ”) during the period form the
Effective Date to the Maturity D
