ucc3q10ex105_8.htm


 



	 EXHIBIT 10.5.8
	
 Union Carbide Corporation and Subsidiaries


 







 


EIGHTH AMENDMENT TO THE


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT












This Eighth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2010 and is entered into among 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 LLC 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, the Fourth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2006, the Fifth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2007, the Sixth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2008, and the Seventh Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2009 (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, 2011.


 





	
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 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.







 















	
5.

	
Subsidiary Guarantors.  The Guarantors to this Agreement will only be bound by their guarantees if they remain a wholly owned subsidiary of the Borrower.







 




  





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The Parties agree that this Amendment is effective as of September 30, 2010, and they have caused their authorized representatives to execute this Amendment below.













	
LENDER:

	
SUBSIDIARY GUARANTORS:


 


	
THE DOW CHEMICAL COMPANY


 


 


By: /s/ FERNANDO RUIZ                


Name:         Fernando Ruiz


Title:           Corporate Vice President and Treasurer

	
UNION CARBIDE SUBSIDIARY C, INC.


 


 


By: /s/ MICHAEL L. GLENN            


Name:  Michael L. Glenn


Title:    Secretary























	
BORROWER:

	  
	
 


UNION CARBIDE CORPORATION


 


By: /s/ EUDIO GIL                            


Name:     Eudio Gil


Title:       Chief Financial Officer, Vice President, and


                Treasurer

	
UNION CARBIDE CHEMICALS & PLASTICS TECHNOLOGY LLC


 


 


By: /s/ MARK A WHITEMAN        


Name:  Mark A. Whiteman


Title:    Vice President







 




  





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