ucc3q09ex10d5d7.htm


    
    

     

    
      	EXHIBIT
      10.5.7
	 Seventh
      Amendment to the
	 Amended
      and Restated Revolving Credit Agreement
	 


    

     

    SEVENTH
AMENDMENT TO THE

    AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT

    


    


    This
Seventh Amendment to the Amended and Restated Revolving Credit Agreement (this
“Amendment”) is made effective as of September 30, 2009 and is entered into
among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical
Company, as Lender (“Lender”) and K-Dow Petrochemicals UC Sub 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, and the Sixth Amendment to the Amended and
Restated Revolving Credit Agreement dated September 30, 2008 (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, 2010.

    


    
      	
              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.

            


    

    


    


    [Signature
pages follow.]


    
      
         


      

      
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    The Parties agree that this Amendment
is effective as of September 30, 2009, and they have caused their
authorized representatives to execute this Amendment below.

    
      


      
        	
                LENDER:

              	
                SUBSIDIARY
      GUARANTORS:

              
	 
      	 
      
	
                THE
      DOW CHEMICAL COMPANY

              	
                K-DOW
      PETROCHEMICALS UC SUB C, INC.

              


      

      


      


      
        	
                By:

              	
                /s/
      FERNANDO RUIZ

              	 
      	
                By:

              	
                /s/
      MICHAEL L. GLENN

              
	
                Name:

              	
                     Fernando
      Ruiz

              	 
      	
                Name:

              	
                     Michael
      L. Glenn

              
	
                Title:

              	
                     Corporate
      Vice President and

              	 
      	
                Title:

              	
                     Secretary

              
	 
      	
                     Treasurer

              	 
      	 
      	 
      


      

      


      


      


      
        	
                BORROWER:

              	 
      
	 
      	 
      
	
                 

                UNION
      CARBIDE CORPORATE

              	
                UNION
      CARBIDE CHEMICALS &

                PLASTICS
      TECHNOLOGY LLC

              


      

      


      


      
        	
                By:

              	
                /s/
      EUDIO GIL

              	 
      	
                By:

              	
                /s/
      MARK A WHITEMAN

              
	
                Name:

              	
                     Eudio
      Gil

              	 
      	
                Name:

              	
                     Mark
      A. Whiteman

              
	
                Title:

              	
                     Chief
      Financial Officer, Vice

              	 
      	
                Title:

              	
                     Vice
      President

              
	 
      	
                     President,
      and Treasurer

              	 
      	 
      	 
      


      


      
        
           


        

        
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