**EXHIBIT10.5.5**

**FifthAmendment to the**

**Amendedand Restated Revolving Credit Agreement**

 

 

This Fifth Amendment to the Amended and Restated Revolving CreditAgreement (this “Amendment”) is made effective as of September 30, 2007 and isentered into between Union Carbide Corporation, as Borrower (“Borrower”),The Dow Chemical Company, as Lender (“Lender”) and Union CarbideSubsidiary C, Inc. and Union Carbide Chemicals & Plastics TechnologyCorporation as the Subsidiary Guarantors (the “Subsidiary Guarantors”) (together,the “Parties”).

 

BACKGROUND

 

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

 

The Parties desire to amend the Credit Agreement according to the termsin this Amendment. Any capitalized terms used in this Amendment, but nototherwise 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 1.1of the Credit Agreement by replacing the definition of “Scheduled TerminationDate” with the following definition:

 

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

 

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

 

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

 

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

 

 

 

[Signature pages follow.]

 

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**EXHIBIT10.5.5**

**FifthAmendment to the**

**Amendedand Restated Revolving Credit Agreement**

 

 

The Parties agree that this Amendment is effective asof September 30, 2007, and they have caused their authorized representatives toexecute 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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