EX-10.3



 Exhibit 10.3 
 EXECUTION COPY 
 WAIVER NO. 1 TO THE 

THREE YEAR CREDIT AGREEMENT 
  

			
	Dated as of July 18, 2011


 WAIVER NO. 1 TO THE THREE YEAR CREDIT AGREEMENT among Lubrizol Holdings France S.A.S., Lubrizol Advanced Materials
Europe BVBA, Lubrizol (Gibraltar) Limited and Lubrizol Europe Coordination Center BVBA (collectively, the “Borrowers”), The Lubrizol Corporation (the “Guarantor”), the banks, financial institutions and other institutional
lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and The Royal Bank of Scotland plc, as administrative agent (the “Agent”) for the Lenders. 

PRELIMINARY STATEMENTS: 
  

	 	(1)	The Borrowers, the Guarantor, the Lenders and the Agent have entered into an Three Year Credit Agreement dated as of July 21, 2009 (such Credit Agreement, as so modified,
the “Credit Agreement”). Capitalized terms not otherwise defined in this Waiver have the same meanings as specified in the Credit Agreement. 


 

	 	(2)	The Guarantor has announced that it has entered into the Agreement and Plan of Merger, dated March 13, 2011 with Berkshire Hathaway Inc. (“Berkshire”) and
Ohio Merger Sub, Inc., pursuant to which the Guarantor shall be acquired by Berkshire (the “Merger Agreement”), and has therefore requested that the Required Lenders agree to waive Sections 5.02(b) and 6.01(g) of the Credit
Agreement as hereinafter set forth. 








 SECTION 1. Waivers. Effective as of the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 2 below, Sections 5.02(b) and 6.01(g) of the Credit Agreement are hereby waived, solely with respect to (x) the acquisition by Berkshire, directly or indirectly, of 100% of the Voting Stock of the Guarantor and
(y) the election or designation by Berkshire of individuals who collectively would constitute a majority of the board of directors of the Guarantor as directors of the Guarantor. 
 SECTION 2. Conditions of Effectiveness. This Waiver shall become effective as of the date first above written when, and only when the Agent shall have received counterparts of this Waiver executed by the
Guarantor and the Required Lenders. This Waiver is subject to the provisions of Section 9.01 of the Credit Agreement. 
 SECTION 3.
Representations and Warranties of the Guarantor. The Guarantor represents and warrants that the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the date hereof and, other than as
specifically waived in this Waiver, no event has occurred and is continuing that constitutes a Default. 
 SECTION 4. Effect on the Credit Agreement
and the Loan Documents. (a) The Credit Agreement and the Loan Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed. 
  

	 	(b)	The execution, delivery and effectiveness of this Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. 

 SECTION 5. Costs and Expenses.
The Guarantor agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Waiver and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement. 
 SECTION 6. Execution in Counterparts. This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Waiver by facsimile or electronic transmission shall be effective as delivery of a manually
executed counterpart of this Waiver. 
 SECTION 7. Governing Law. This Waiver shall be governed by, and construed in accordance with, the laws of
the State of New York. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their respective officers thereunto
duly authorized, as of the date first above written. 
  

			
	THE LUBRIZOL CORPORATION, as Guarantor
		
	By	 	/s/    Charles P. Cooley        
	Name:	 	Charles P. Cooley
	Title:	 	Senior VP and CFO
		
	By	 	/s/    Brian A. Valentine        
	Name:	 	Brian A. Valentine
	Title:	 	Treasurer


 Accepted and Agreed: 
  

			
	 THE ROYAL BANK OF SCOTLAND PLC,
 as Administrative Agent and as Lender

		
	By	 	/s/    Paul Chisholm        
		 	Name: Paul Chisholm
		 	Title: Vice President

 DEUTSCHE BANK AG NEW YORK BRANCH 

			
		
	By	 	/s/    Philippe Sandmeier        
		 	Name: Philippe Sandmeier
		 	Title: Managing Director
		
	By	 	/s/    Ross Levitsky        
		 	Name: Ross Levitsky
		 	Title: Managing Director

  

			
	CITIBANK, N.A. (LONDON BRANCH)
		
	By	 	/s/    Thomas Lambourn        
		 	Name: Thomas Lambourn
		 	Title: Vice President

  

			
	CITIBANK INTERNATIONAL PLC
		
	By	 	/s/    Thomas Lambourn        
		 	Name: Thomas Lambourn
		 	Title: Vice President


  
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	JPMORGAN CHASE BANK, N.A
		
	By	 	/s/    Robert S. Sheppard        
		 	Name: Robert S. Sheppard
		 	Title: Vice President

  

			
	JPMORGAN EUROPE LIMITED
		
	By	 	/s/    Alastair Stevenson        
		 	Name: Alastair Stevenson
		 	Title: Managing Director

  

			
	CALYON CRÉDIT AGRICOLE CIB
		
	By	 	/s/    Alexis Quiot        
		 	Name: Alexis Quiot
		 	Title: Normandy Branch
		
	By	 	/s/    Michele Garbe        
		 	Name: Michele Garbe
		 	Title: Agency Manager

  

							
	FORTIS BANK SA/NV	 		  	
				
	By	 	 /s/    Jean-Pierre Wenseleers        
	 		  	 /s/    Herman Sonck        

		 	Name: Jean-Pierre Wenseleers	 		  	Herman Sonck
		 	Title: Director	 		  	 Senior Manager
 Sophisticated
Contracting


  

			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By	 	/s/    Rupert Dougall        
		 	Name: Rupert Dougall
		 	 Title: S.V.P.

E.B.D.

		
	By	 	/s/    Victor Pierzchalski        
		 	Name: Victor Pierzchalski
		 	Title: Authorized Signatory


  
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