EX-10.2



 Exhibit 10.2 
 EXECUTION COPY 
 WAIVER NO. 1 TO THE 

CREDIT AGREEMENT 
  

	
	Dated as of July 18, 2011


 WAIVER NO. 1 TO THE CREDIT AGREEMENT among The Lubrizol Corporation (the “Borrower”), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders. 

PRELIMINARY STATEMENTS: 
  

	 	(1)	The Borrower, the Lenders and the Agent have entered into a Credit Agreement dated as of July 19, 2010 (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 Borrower 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 Borrower 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 Borrower
and (y) the election or designation by Berkshire of individuals who collectively would constitute a majority of the board of directors of the Borrower as directors of the Borrower. 
 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
Borrower 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 Borrower. The Borrower 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 Borrower 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. 

  
 2 








 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
		
	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: 

CITIBANK, N.A., 
 as Administrative Agent and as
Lender 

			
		
	By	 	/s/    David Jaffe        
		 	Name: David Jaffe
		 	Title: Vice President

  

			
	KEYBANK NATIONAL ASSOCIATION
		
	By	 	 
		 	Name:
		 	Title:

  

			
	THE ROYAL BANK OF SCOTLAND PLC
		
	By	 	/s/    Paul Chisholm Attorney in Fact        
		 	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


  
 3 









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

  

			
	PNC BANK, NATIONAL ASSOCIATION
		
	By	 	 
		 	Name:
		 	Title:

  

			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By	 	/s/    Victor Pierzchalski         
		 	Name: Victor Pierzchalski
		 	Title: Authorized Signatory
		
	By	 	 
		 	Name:
		 	Title:

  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By	 	 
		 	Name:
		 	Title:

  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By	 	/s/    Peter R. Martinets        
		 	Name: Peter R. Martinets
		 	Title: Managing Director

  

			
	BNP PARIBAS
		
	By	 	/s/    Michael Pearce        
		 	Name: Michael Pearce
		 	Title: Managing Director
		
	By	 	/s/    Michael Hoffman        
		 	Name: Michael Hoffman
		 	Title: Associate


  
 4 








 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 

			
		
	By	 	 
		 	Name:
		 	Title:

  

			
	FIFTH THIRD BANK
		
	By	 	/s/    R. C. Lanctot        
		 	Name: Roy C. Lanctot
		 	Title: Vice President

  

			
	MIZUHO CORPORATE BANK, LTD.
		
	By	 	/s/    Yasuo Imaizumi        
		 	Name: Yasuo Imaizumi
		 	Title: Deputy General Manager

  

			
	THE NORTHERN TRUST COMPANY
		
	By	 	/s/    Michael A. Houlihan        
		 	Name: Michael A. Houlihan
		 	Title: Vice President


  
 5