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 entiret
