ucc-9.30.2011-Q3-EX10.5.9






	
	
	 EXHIBIT 10.5.9

	Union Carbide Corporation and Subsidiaries

	 




        
NINTH AMENDMENT TO THE 
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




This Ninth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of September 30, 2011 and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Subsidiary C, Inc. (formerly known as K-Dow Petro-Chemicals 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, the Sixth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2008, the Seventh Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2009, and the Eighth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2010 (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, 2012.

	 
	 

	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.








The Parties agree that this Amendment is effective as of September 30, 2011, and they have caused their authorized representatives to execute this Amendment below.











	
	
	 EXHIBIT 10.5.9

	Union Carbide Corporation and Subsidiaries

	 




        
	
					
	LENDER:
	 
	SUBSIDIARY GUARANTORS:

	 
	 
	 
	 
	 

	THE DOW CHEMICAL COMPANY:
	 
	UNION CARBIDE SUBSIDIARY C, INC.

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ FERNANDO RUIZ
	 
	By:
	/s/ PAULA RUHR

	Name:
	Fernando Ruiz
	 
	Name:
	Paula Ruhr

	Title:
	Corporate Vice President and Treasurer
	 
	Title:
	Secretary

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	BORROWER:
	 
	 
	 

	 
	 
	 
	 
	 

	UNION CARBIDE CORPORATION
	 
	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 President and Treasurer
	 
	Title:
	Vice President