EXHIBIT 10.5.3


 


Third Amendment to the


Amended and Restated Revolving Credit Agreement


 


This Third Amendment to the Amended and
Restated Revolving Credit Agreement (this “Amendment”) is made effective
as of September 30, 2005 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 Corporation 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 and the Second Amendment to the Amended and Restated Revolving
Credit Agreement dated December 30, 2004 (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 definitions of “LIBOR”
and “Scheduled Termination Date” in their entirety with the following
definitions:


 


“‘LIBOR’
means the rate of interest announced publicly by the British Bankers
Association as its one (1) month LIBOR rate for U.S. Dollars on the date that
is two Business Days prior to the first day of the applicable period for which
such interest is payable.


 


‘Scheduled Termination Date’ means December 30, 2006.”


 


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 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 obligations 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.


 


[Signature pages follow.]


 


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The
Parties agree that this Amendment is effective as of September 30, 2005, 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/ J. P. REINHARD 

  	
   

  	
   

  	
  By:

  	
  /s/ JOHN P. YIMOYINES

  	
   

  
	
  Name:

  	
  J. P. Reinhard

  	
   

  	
  Name:

  	
  John P. Yimoyines 

  
	
  Title:

  	
  Executive Vice
  President and

  Chief Financial Officer 

  	
   

  	
  Title:

  	
  President 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BORROWER:

  	
   

  	
  UNION CARBIDE CHEMICALS &

  PLASTICS TECHNOLOGY CORPORATION 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNION
  CARBIDE CORPORATION 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ ALEXANDER J. MAKAI

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Alexander J. Makai 

  
	
  By: 

  	
  /s/ EDWARD W. RICH

  	
   

  	
   

  	
  Title:

  	
  President

  
	
  Name:

  	
  Edward W. Rich 

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial
  Officer, Vice President and

  Treasurer

  	
   

  	
   

  	
   

  
									



 


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