EXHIBIT 10.5.5
Fifth
Amendment to the
Amended and Restated Revolving
Credit Agreement
This Fifth Amendment to
the Amended and Restated Revolving Credit Agreement (this
“Amendment”) is made effective as of September 30, 2007
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 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 and the Fourth Amendment to the Amended and Restated Revolving
Credit Agreement dated September 30, 2006 (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.
Amendm
