0001047469-05-004198 Sample Contracts

First Amendment to the Amended and Restated Revolving Credit Agreement
Union Carbide Corp /New/ • February 18th, 2005 • Industrial organic chemicals • New York

THIS FIRST AMENDMENT (the "Amendment") dated October 29, 2004 to the Amended and Restated Revolving Credit Agreement, dated as of May 28, 2004 (the "Amended Credit Agreement"), among UNION CARBIDE CORPORATION, a New York corporation ("Carbide" or "Borrower"), as borrower, THE DOW CHEMICAL COMPANY, a Delaware corporation ("TDCC" or "Lender"), as lender, and UNION CARBIDE SUBSIDIARY C, INC., UNION CARBIDE CHEMICALS & PLASTICS TECHNOLOGY CORPORATION, UCMG LLC and CATALYSTS, ADSORBENTS & PROCESS SYSTEMS, INC. (the "Subsidiary Guarantors"), as the subsidiary guarantors (together, the "Parties").

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Service Addendum No. 3 to the Amended and Restated Service Agreement
Service Agreement • February 18th, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals

Per Article 3 of the Amended and Restated Service Agreement (the "Agreement") between THE DOW CHEMICAL COMPANY ("TDCC") and UNION CARBIDE CORPORATION ("UCC"), with an Effective Date of July 1, 2002, this Service Addendum specifies services which TDCC and UCC may provide to each other pursuant to the terms and conditions of the Agreement. This Service Addendum is effective on January 1, 2005 and shall remain in effect thereafter until terminated according to the provisions of the Agreement.

Second Amendment to the Amended and Restated Revolving Credit Agreement
Revolving Credit Agreement • February 18th, 2005 • Union Carbide Corp /New/ • Industrial organic chemicals • New York

This Second Amendment to the Amended and Restated Revolving Credit Agreement (this "Amendment") is made effective as of December 30, 2004 and is entered into between Union Carbide Corporation, as Borrower ("Borrower"), The Dow Chemical Company, as Lender ("Lender"), and Union Carbide Subsidiary C, Inc., Union Carbide Chemicals & Plastics Technology Corporation, UCMG LLC, and Catalysts, Adsorbents & Process Systems, Inc., as the Subsidiary Guarantors (the "Subsidiary Guarantors") (together, the "Parties").

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