EXHIBIT
10.5.5


Fifth
Amendment to the


Amended
and Restated Revolving Credit Agreement


 


 


This Fifth Amendment to the Amended and Restated Revolving Credit
Agreement (this “Amendment”) is made effective as of September 30, 2007 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”).


 


BACKGROUND


 


The parties have entered into the Amended and Restated Revolving Credit
Agreement dated as of May 28, 2004, as amended by the First Amendment to the
Amended and Restated Revolving Credit Agreement dated October 29, 2004 the
Second Amendment to the Amended and Restated Revolving Credit Agreement dated
December 30, 2004 the Third Amendment to the Amended and Restated Revolving
Credit Agreement dated September 30, 2005 and the Fourth Amendment to the
Amended and Restated Revolving Credit Agreement dated September 30, 2006 (the “Credit
Agreement”).


 


The Parties desire to amend the Credit Agreement according to the terms
in this Amendment. Any capitalized terms used in this Amendment, but not
otherwise defined in this Amendment, are as defined in the Credit Agreement.


 


THE AGREEMENT


 


1.                                       Amendment to Section 1.1. The Parties agree to amend Section 1.1
of the Credit Agreement by replacing the definition of “Scheduled Termination
Date” with the following definition:


 


“Scheduled Termination Date” means December 30,
2008.”


 


2.                                       No Other Amendment or Waiver. Except as expressly amended by this
Amendment, the Credit Agreement and all other Loan Documents remain in full
force and effect in accordance with their terms, and the Parties ratify and
confirm the Credit Agreement and all other Loan Documents in all respects.


 


3.                                       Execution in Counterparts. This amendment may be executed in any
number of counterparts and by different parties in separate counterparts, each
of which when so executed will be deemed to be an original and all of which
taken together will constitute one and the same agreement. Signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document.


 


4.                                       Governing Law. This Amendment and the rights and
obligation of the Parties to this Amendment will be governed by, and construed
and interpreted in accordance with, the law of the State of New York.


 


 


 


[Signature pages follow.]


 


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EXHIBIT
10.5.5


Fifth
Amendment to the


Amended
and Restated Revolving Credit Agreement


 


 


The Parties agree that this Amendment is effective as
of September 30, 2007, and they have caused their authorized representatives to
execute this Amendment below.


 


	
  LENDER:

  	
   

  	
  SUBSIDIARY GUARANTORS:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE DOW CHEMICAL COMPANY

  	
   

  	
  UNION CARBIDE SUBSIDIARY C, INC.

  	
   

  



 


 


 


 


	
  By:

  	
  /s/  GEOFFERY
  E. MERSZEI

  	
   

  	
  By: 

  	
  /s/  JAMES R.
  FITTERLING

  	
   

  
	
  Name:

  	
  Geoffery E. Merszei

  	
   

  	
  Name:

  	
  James R. Fitterling

  	
   

  
	
  Title:

  	
  Executive Vice President and

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


	
  BORROWER:

  	
   

  	
  UNION CARBIDE CHEMICALS &

  	
   

  
	
   

  	
   

  	
  PLASTICS TECHNOLOGY

  	
   

  
	
  UNION CARBIDE CORPORATION

  	
   

  	
  CORPORATION

  	
   

  



 


 


 


 


	
  By:

  	
  /s/  EDWARD W.
  RICH

  	
   

  	
  By: 

  	
  /s/  ALEXANDER
  J. MAKAI

  	
   

  
	
  Name:

  	
  Edward W. Rich

  	
   

  	
  Name:

  	
  Alexander J. Makai

  	
   

  
	
  Title:

  	
  Chief Financial Officer, Vice President

  and Treasurer

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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