Attached files
| file | filename |
|---|---|
| 10-Q - UNION CARBIDE CORP /NEW/ | ucc3q09.htm |
| EX-23 - UNION CARBIDE CORP /NEW/ | ucc3q09ex23.htm |
| EX-32.1 - UNION CARBIDE CORP /NEW/ | ucc3q09ex32_1.htm |
| EX-31.2 - UNION CARBIDE CORP /NEW/ | ucc3q09ex31_2.htm |
| EX-32.2 - UNION CARBIDE CORP /NEW/ | ucc3q09ex32_2.htm |
| EX-31.1 - UNION CARBIDE CORP /NEW/ | ucc3q09ex31_1.htm |
| EX-10.7.2 - UNION CARBIDE CORP /NEW/ | ucc3q09ex10d7d2.htm |
| EXHIBIT 10.5.7 |
| Seventh Amendment to the |
| Amended and Restated Revolving Credit Agreement |
SEVENTH
AMENDMENT TO THE
AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
This
Seventh Amendment to the Amended and Restated Revolving Credit Agreement (this
“Amendment”) is made effective as of September 30, 2009 and is entered into
among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical
Company, as Lender (“Lender”) and K-Dow Petrochemicals 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, and the Sixth Amendment to the Amended and
Restated Revolving Credit Agreement dated September 30, 2008 (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.
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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, 2010.
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2.
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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.
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|
3.
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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.
|
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4.
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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.
|
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5.
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Subsidiary
Guarantors. The Guarantors to this Agreement will only be bound by
their guarantees if they remain a wholly owned subsidiary of the
Borrower.
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[Signature
pages follow.]
27
The Parties agree that this Amendment
is effective as of September 30, 2009, and they have caused their
authorized representatives to execute this Amendment below.
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LENDER:
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SUBSIDIARY
GUARANTORS:
|
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THE
DOW CHEMICAL COMPANY
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K-DOW
PETROCHEMICALS UC SUB C, INC.
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By:
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/s/
FERNANDO RUIZ
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By:
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/s/
MICHAEL L. GLENN
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|
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Name:
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Fernando
Ruiz
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Name:
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Michael
L. Glenn
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|
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Title:
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Corporate
Vice President and
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Title:
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Secretary
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|
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Treasurer
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BORROWER:
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|
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UNION
CARBIDE CORPORATE
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UNION
CARBIDE CHEMICALS &
PLASTICS
TECHNOLOGY LLC
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By:
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/s/
EUDIO GIL
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By:
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/s/
MARK A WHITEMAN
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|
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Name:
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Eudio
Gil
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Name:
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Mark
A. Whiteman
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|
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Title:
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Chief
Financial Officer, Vice
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Title:
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Vice
President
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|
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President,
and Treasurer
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28