0001047469-04-005080 Sample Contracts

Second Amended and Restated Sales Promotion Agreement
Sales Promotion Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • Michigan

This Second Amended and Restated Sales Promotion Agreement ("Agreement") by and between Union Carbide Corporation, a corporation duly organized and existing under the laws of the State of New York, having its principal place of business at 39 Old Ridgebury Road, Danbury, Connecticut 06817 (hereinafter referred to as "UCC") and The Dow Chemical Company, a corporation duly organized and existing under the laws of the State of Delaware, having its principal offices at 2030 Dow Center, Midland, Michigan (hereinafter referred to as "TDCC"). UCC and TDCC may be referred to hereinafter collectively as the "Parties" or individually as a "Party."

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Second Amendment to Revolving Credit Agreement
Revolving Credit Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Second Amendment to the Revolving Credit Agreement (the "Credit Agreement"), dated as of March 25, 2003 between Union Carbide Corporation, as Borrower ("Borrower") and The Dow Chemical Company, as Lender ("Lender") is effective as of January 1, 2004 (this "Amendment"). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement.

Amended and Restated Revolving Loan Agreement
Revolving Loan Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

The Revolving Loan Agreement, dated as of December 1, 2001, (the "Effective Date") between The Dow Chemical Company, a Delaware corporation (the "Borrower"), and Union Carbide Corporation, a New York corporation (the "Lender"), amended by the Revolving Loan Amendment Number 1 dated July 1, 2002, is hereby amended and restated effective as of January 1, 2004, as follows:

Second Amendment to Pledge and Security Agreement
Pledge and Security Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Second Amendment to the Pledge and Security Agreement (this "Amendment"), is effective as of January 1, 2004, and is entered into by and between Union Carbide Corporation, a New York corporation ("Grantor"), and The Dow Chemical Company, a Delaware corporation ("TDCC"), and is made with reference to that certain Pledge and Security Agreement dated March 25, 2003 (the "Security Agreement"), between Grantor and TDCC. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Security Agreement.

First Amendment to Revolving Credit Agreement
Revolving Credit Agreement • February 20th, 2004 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This First Amendment to the Revolving Credit Agreement (the "Amendment") is effective as of March 25, 2003, is entered into by and between UNION CARBIDE CORPORATION, a New York corporation ("Borrower"), and THE DOW CHEMICAL COMPANY, a Delaware corporation ("Lender"), and is made with reference to that certain Revolving Credit Agreement dated March 25, 2003 (the "Credit Agreement") between Borrower and Lender. Capitalized terms used herein without definition will have the same meanings herein as set forth in the Credit Agreement.

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