TWELFTH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Union Carbide Corporation and Subsidiaries EXHIBIT 10.5.12

TWELFTH AMENDMENT TO THE

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This Twelfth Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 17, 2014 and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantor (the “Subsidiary Guarantor”) (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 Ninth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2011, the Tenth Amendment to the Amended and Restated Revolving Credit Agreement dated December 6, 2012, and the Eleventh Amendment to the Amended and Restated Revolving Credit Agreement dated December 16, 2013 (the “Credit Agreement”). Union Carbide Subsidiary C is no longer a Subsidiary Guarantor under this Credit Agreement as it is no longer a wholly owned subsidiary of Borrower.

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, 2015.

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

[Signature pages follow]

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Union Carbide Corporation and Subsidiaries EXHIBIT 10.5.12

will be governed by, and construed and interpreted in accordance with, the law of the State of New York.

5. Subsidiary Guarantor. The Guarantor to this Agreement will only be bound by its guarantee if it remains a wholly owned subsidiary of the Borrower.

The Parties agree that this Amendment is effective as of December 16, 2014, and they have caused their authorized representatives to execute this Amendment below.

LENDER:		SUBSIDIARY GUARANTOR:
THE DOW CHEMICAL COMPANY		UNION CARBIDE CHEMICALS &
		PLASTICS TECHNOLOGY LLC
By: /s/ XXXXXXXX XXXX		By: /s/ XXXX X XXXXXXXX
Name: Xxxxxxxx Xxxx		Name: Xxxx X. Xxxxxxxx
Title: Corporate Vice President and Treasurer		Title: Vice President
BORROWER:
UNION CARBIDE CORPORATION
By: /s/ XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer, Vice President, and Treasurer

Signature Page

Twelve Amendment to the Amended and Restated Revolving Credit Agreement

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