EXHIBIT 10.5.6


 


Sixth Amendment to the


Amended and Restated Revolving Credit
Agreement


 


SIXTH AMENDMENT TO THE


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


This
Sixth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”)
is made effective as of September 30, 2008 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 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, and the
Fifth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30,2007
(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, 2009.

  
	
   

  	
   

  	
   

  
	
  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, 2008, 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/
  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 CHEMICALS &

  
	
  UNION
  CARBIDE CORPORATION

  	
   

  	
  PLASTICS
  TECHNOLOGY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
     /s/ EUDIO GIL

  	
   

  	
  By:

  	
    /s/ ALEXANDER J. MAKAI

  
	
  Name:

  	
  Eudio
  Gil

  	
   

  	
  Name:

  	
   Alexander J. Makai

  
	
  Title:

  	
  Chief
  Financial Officer, Vice

  	
   

  	
  Title:

  	
   President

  
	
   

  	
  President,
  and Treasurer

  	
   

  	
   

  	
   

  
									



 


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