Union Carbide Corp /New/ Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 5th, 1999 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
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JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect...
Joint Filing Agreement • February 13th, 1998 • Union Carbide Corp /New/ • Industrial organic chemicals

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of RESOURCE BANCSHARES MORTGAGE GROUP, INC., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth opposite its name.

Exhibit 1.2 Union Carbide Corporation Medium-Term Notes DISTRIBUTION AGREEMENT
Distribution Agreement • January 22nd, 1997 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
RECITALS
Stock Option Agreement • August 5th, 1999 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
SEVENTEENTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 7th, 2020 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Seventeenth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 30, 2019, and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantor (the “Subsidiary Guarantor”) (together, the “Parties”).

THIRTEENTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 12th, 2016 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Thirteenth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 16, 2015 and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantor (the “Subsidiary Guarantor”) (together, the “Parties”).

Amended and Restated Revolving Credit Agreement
Revolving Credit Agreement • February 19th, 2010 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of May 28, 2004 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among UNION CARBIDE CORPORATION, a New York corporation (“Carbide” or “Borrower”), as borrower, THE DOW CHEMICAL COMPANY, a Delaware corporation (“TDCC” or “Lender”), as lender, and UNION CARBIDE SUBSIDIARY C, INC., UNION CARBIDE CHEMICALS & PLASTICS TECHNOLOGY CORPORATION, UCMG LLC, AND CATALYSTS, ADSORBENTS AND PROCESS SYSTEMS, INC. as the SUBSIDIARY GUARANTORS.

Revolving Credit Agreement
Revolving Credit Agreement • May 2nd, 2003 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This REVOLVING CREDIT AGREEMENT is dated as of March 25, 2003 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), between UNION CARBIDE CORPORATION, a New York corporation ("Carbide" or "Borrower"), as borrower, and THE DOW CHEMICAL COMPANY, a Delaware corporation ("TDCC" or "Lender"), as lender.

TWENTY-SECOND AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Twenty-Seconded Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of October 1, 2023, and is entered into among Union Carbide Corporation, as Borrower (“Borrower”) and The Dow Chemical Company, as Lender (“Lender”) (together, the “Parties”).

Fourth Amendment to the Amended and Restated Revolving Credit Agreement
Revolving Credit Agreement • October 31st, 2006 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Fourth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2006 and is entered into between Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Subsidiary C, Inc. and Union Carbide Chemicals & Plastics Technology Corporation as the Subsidiary Guarantors (the “Subsidiary Guarantors”) (together, the “Parties”).

TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
Revolving Loan Agreement • February 1st, 2023 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Tenth Amendment to the Second Amended and Restated Revolving Loan Agreement (the “Amendment”), effective as of December 30, 2022, 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”).

Second Amended and Restated Sales Promotion Agreement
Sales Promotion Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • Michigan

This Second Amended and Restated Sales Promotion Agreement ("Agreement") by and between Union Carbide Corporation, a corporation duly organized and existing under the laws of the State of New York, having its principal place of business at 39 Old Ridgebury Road, Danbury, Connecticut 06817 (hereinafter referred to as "UCC") and The Dow Chemical Company, a corporation duly organized and existing under the laws of the State of Delaware, having its principal offices at 2030 Dow Center, Midland, Michigan (hereinafter referred to as "TDCC"). UCC and TDCC may be referred to hereinafter collectively as the "Parties" or individually as a "Party."

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
Revolving Loan Agreement • April 22nd, 2022 • Union Carbide Corp /New/ • Industrial organic chemicals

This Ninth Amendment to Second Amended and Restated Revolving Loan Agreement (“Amendment”), dated March 31, 2022, shall be effective as of January 1, 2022, and is made and entered into by and between Union Carbide Corporation, a New York corporation (“Lender”) and The Dow Chemical Company, a Delaware corporation (“Borrower”). Lender and Borrower may each be referred to as a “Party” and together referred to as the “Parties.”

Second Amended and Restated Agreement
Second Amended and Restated Agreement • August 2nd, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals • Texas

This SECOND AMENDED AND RESTATED AGREEMENT ("Agreement"), entered into as of April 1, 2005, between Union Carbide Corporation ("UCC"), a New York corporation, and Dow Hydrocarbons and Resources Inc. ("DHRI"), a Delaware corporation, amends and restates that certain agreement of February 6, 2001, as amended and restated as of July 1, 2003 (the "First Amended Agreement"). DHRI agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.

EXHIBIT C-1 FORM OF SUBSIDIARY PLEDGE AGREEMENT
Subsidiary Pledge Agreement • August 5th, 2003 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This SUBSIDIARY PLEDGE AGREEMENT (as amended, modified or supplemented from time to time as provided herein, this "Agreement") is dated as of March 25, 2003, and made by each of UNION CARBIDE SUBSIDIARY C, INC., a Delaware corporation, UCMG LLC, a Delaware limited liability company, and CATALYSTS, ADSORBENTS AND PROCESS SYSTEMS, INC., a Maryland corporation (collectively, "Grantors" and each individually, a "Grantor"), in favor of THE DOW CHEMICAL COMPANY, a Delaware corporation ("TDCC" or "Lender").

SECOND AMENDMENT TO THE UNION CARBIDE CORPORATION BENEFITS PROTECTION TRUST AGREEMENT
Union Carbide Corp /New/ • March 20th, 2000 • Industrial organic chemicals
AGREEMENT
Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • Delaware

This AGREEMENT (this “Agreement”), dated as of November 1, 2023 (the “Effective Date”), is entered into by and between The Dow Chemical Company, a Delaware corporation (“Dow”), and Union Carbide Corporation, a New York corporation and an Affiliate of Dow (“UCC”, and together with Dow, the “Parties” and each, a “Party”).

CONFORMED COPY COMPLETION GUARANTEE
Agreement • November 14th, 1996 • Union Carbide Corp /New/ • Industrial organic chemicals
Third Amendment to the Amended and Restated Revolving Credit Agreement
Revolving Credit Agreement • November 1st, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Third Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2005 and is entered into between Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”), and Union Carbide Subsidiary C, Inc. and Union Carbide Chemicals & Plastics Technology Corporation as the Subsidiary Guarantors (the “Subsidiary Guarantors”) (together, the “Parties”).

Service Addendum No. 1 to Service Agreement
Service Agreement • October 30th, 2002 • Union Carbide Corp /New/ • Industrial organic chemicals

Per Article 3 of the Service Agreement (the "Agreement") between The Dow Chemical Company ("TDCC") and Union Carbide Corporation ("UCC"), with an Effective Date of 6 February 2001, this Service Addendum specifies services which TDCC (or its designated Affiliate) is to perform pursuant to the terms and conditions of the Agreement.

EXHIBIT 99 September 27, 2000 VIA FAX AND OVERNIGHT MAIL The Dow Chemical Company 2030 Dow Center Midland, MI 48674 Attention: Chief Executive Officer Dear Sirs: Reference is made to the Agreement and Plan of Merger, dated as of August 3, 1999 (the...
Union Carbide Corp /New/ • September 27th, 2000 • Industrial organic chemicals

Reference is made to the Agreement and Plan of Merger, dated as of August 3, 1999 (the "Agreement"), among Union Carbide Corporation, a New York corporation, The Dow Chemical Company, a Delaware corporation, and Transition Sub Inc., a Delaware corporation.

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First Amendment to the Amended and Restated Revolving Credit Agreement
Union Carbide Corp /New/ • February 18th, 2005 • Industrial organic chemicals • New York

THIS FIRST AMENDMENT (the "Amendment") dated October 29, 2004 to the Amended and Restated Revolving Credit Agreement, dated as of May 28, 2004 (the "Amended Credit Agreement"), among UNION CARBIDE CORPORATION, a New York corporation ("Carbide" or "Borrower"), as borrower, THE DOW CHEMICAL COMPANY, a Delaware corporation ("TDCC" or "Lender"), as lender, and UNION CARBIDE SUBSIDIARY C, INC., UNION CARBIDE CHEMICALS & PLASTICS TECHNOLOGY CORPORATION, UCMG LLC and CATALYSTS, ADSORBENTS & PROCESS SYSTEMS, INC. (the "Subsidiary Guarantors"), as the subsidiary guarantors (together, the "Parties").

THIRD AMENDED AND RESTATED AGREEMENT
And Restated Agreement • April 29th, 2008 • Union Carbide Corp /New/ • Industrial organic chemicals • Texas

This THIRD AMENDED AND RESTATED AGREEMENT (“Agreement”), entered into as of March 1, 2008, between Union Carbide Corporation (“UCC”), a New York corporation, and Dow Hydrocarbons and Resources LLC (“DHR LLC”), a Delaware corporation, amends and restates that Second Amended and Restated Agreement of April 1, 2005, as amended as of January 1, 2008 (as so amended, the “Second Amended Agreement”), which amended and restated that certain agreement of February 6, 2001, as amended and restated as of July 1, 2003 . DHRI agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.

Union Carbide Corporation and Subsidiaries First Amendment to Second Amended and Restated Revolving Loan Agreement
Revolving Loan Agreement • February 19th, 2008 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

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”).

Amended and Restated Tax Sharing Agreement
Union Carbide Corp /New/ • August 5th, 2003 • Industrial organic chemicals • Delaware

This Amended and Restated Tax Sharing Agreement is made and entered into as of February 7, 2001 by and among The Dow Chemical Company, a Delaware corporation ("Dow"), as Common Parent, on behalf of itself and the other members of the Dow Group (other than any member of the UCC Group), and Union Carbide Corporation, a Delaware corporation ("UCC"), on behalf of itself and the other members of the UCC Group.

NINETEENTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 4th, 2022 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Nineteenth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 30, 2021, and is entered into among Union Carbide Corporation, as Borrower (“Borrower”) and The Dow Chemical Company, as Lender (“Lender”) (together, the “Parties”).

Amended and Restated Agreement (to Provide Materials and Services)
Union Carbide Corp /New/ • August 3rd, 2004 • Industrial organic chemicals • Texas

This AMENDMENT (this "Amendment") is dated as of June 1, 2004 and entered into between UNION CARBIDE CORPORATION ("UCC") and DOW HYDROCARBONS AND RESOURCES INC. ("DHRI"), and is made with reference to that certain Amended and Restated Agreement dated as of July 1, 2003 (the "Restated Agreement"), between UCC and DHRI with respect to the supply of feedstocks, monomers, fuel, logistics and other services by DHRI to UCC. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Restated Agreement (as amended by this Amendment).

Second Amendment to Revolving Credit Agreement
Revolving Credit Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Second Amendment to the Revolving Credit Agreement (the "Credit Agreement"), dated as of March 25, 2003 between Union Carbide Corporation, as Borrower ("Borrower") and The Dow Chemical Company, as Lender ("Lender") is effective as of January 1, 2004 (this "Amendment"). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement.

Service Addendum No. 3 to the Amended and Restated Service Agreement
Service Agreement • February 18th, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals

Per Article 3 of the Amended and Restated Service Agreement (the "Agreement") between THE DOW CHEMICAL COMPANY ("TDCC") and UNION CARBIDE CORPORATION ("UCC"), with an Effective Date of July 1, 2002, this Service Addendum specifies services which TDCC and UCC may provide to each other pursuant to the terms and conditions of the Agreement. This Service Addendum is effective on January 1, 2005 and shall remain in effect thereafter until terminated according to the provisions of the Agreement.

WITNESSETH:
Indemnity Agreement • March 20th, 1998 • Union Carbide Corp /New/ • Industrial organic chemicals • New York
NINTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 1st, 2011 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Ninth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2011 and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Subsidiary C, Inc. (formerly known as K-Dow Petro-Chemicals UC Sub C, Inc.) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantors (the “Subsidiary Guarantors”) (together, the “Parties”).

AGREEMENT
Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • Texas

This AGREEMENT (“Agreement”), entered into as of November 1, 2023, between Union Carbide Corporation (“UCC”), a New York corporation, and The Dow Chemical Company (“TDCC”), a Delaware corporation. TDCC agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.

SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • January 31st, 2024 • Union Carbide Corp /New/ • Industrial organic chemicals • Delaware

SALE AND PURCHASE AGREEMENT, dated as of December 1, 2023 (this “Agreement”), between Union Carbide Corporation, a New York corporation (the “Seller”), and Dow Multinational Holding LLC, a Delaware limited liability company (the “Buyer”).

Revolving Loan Agreement
Revolving Loan Agreement • October 30th, 2002 • Union Carbide Corp /New/ • Industrial organic chemicals • Michigan

This REVOLVING LOAN AGREEMENT, dated as of February 6, 2001, (the"Effective Date") is between Union Carbide Corporation, a New York corporation, (the"Borrower"), and The Dow Chemical Company, a Delaware corporation, (the "Lender").

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