Letter Amendment No. 1 dated August 23, 2005 to the Credit Agreement



 EXHIBIT 10.5 
 EXECUTION COPY 
 LETTER AMENDMENT NO. 1 
 Dated as of August 23, 2005 
 To the banks, financial institutions 
     and other institutional lenders

     (collectively, the “Lenders”) parties 
     to the Credit Agreement referred to 
     below and to
Citicorp North America, Inc., as agent 
     (the “Agent”) for the Lenders 
 Ladies and Gentlemen: 
 We refer
to the Credit Agreement dated as of August 24, 2004, as amended and restated as of March 29, 2005 (such Credit Agreement, as so amended and restated, the “Credit Agreement”), among the undersigned and you. Capitalized
terms not otherwise defined in this Letter Amendment No. 1 have the same meanings as specified in the Credit Agreement. 
 Certain of our European Subsidiaries have proposed to enter into a Euro 250,000,000 unsecured five-year credit facility, which will be guaranteed by the Company (the “European Facility”). We note that certain of the
covenants of the Credit Agreement restrain the Company guaranteeing the obligations of its Subsidiaries under the European Facility. Accordingly, we hereby request that you agree to waive certain conditions of the Credit Agreement, to consent to the
European Facility and to facilitate the transition of certain Borrowings under the Credit Agreement to loans under the European Facility by agreeing to Interest Periods of one, two or three weeks duration until September 30, 2005. 

In addition, the Company has proposed to sell Engine Control Systems Ltd., a Subsidiary Guarantor, and hereby requests that you agree to
the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, and amend the Subsidiary Guaranty to provide that any future dispositions of Subsidiary Guarantors in accordance with the terms of the Credit Agreement
shall result in the automatic release of such Subsidiary’s obligations under the Subsidiary Guaranty. 
 You have
indicated your willingness, on the terms and conditions stated below, to so agree. Accordingly, it is hereby agreed by you and us as follows: 
 The Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows: 
 (a) The definition of “Interest Period” in Section 1.01 is amended to insert the phrase “one, two or three weeks (but only for Interest Periods ending on or before September 30,
2005) or” immediately before the phrase “one, two, three or six months”. 







 (b) Section 5.02(d) is amended by (i) deleting the word
“and” at the end of clause (xiv), adding the word “and” before the period at the end of clause (xv) and by adding a new clause (xvi) to read as follows: 
 (xvi) Investments consisting of guaranties by the Company of Debt of its Subsidiaries in an aggregate principal amount not
to exceed Euro 250,000,000. 
 Section 8(a) of the Subsidiary Guaranty is, effective as of the date of this Letter
Amendment, hereby amended in full to read as follows: 
 (a) Except as provided in the next succeeding sentence,
no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Agent and the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, such Guarantor shall be
automatically released from this Guaranty. 
 In addition, effective as of the date of this Letter Amendment, the Lenders
hereby consent to the European Facility. 
 This Letter Amendment shall become effective as of the date first above written
when, and only when, on or before August 23, 2005, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such
Lender has executed this Letter Amendment, and the consent attached hereto executed by each Subsidiary Guarantor. This Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. 
 On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. 
 The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
 If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart, Shearman &
Sterling LLP, 599 Lexington Avenue, New York, New York 10022. 
 This Letter Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be

  

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deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. 
 This Letter Amendment
shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

			
	Very truly yours,
	
	THE LUBRIZOL CORPORATION
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Senior Vice President and CFO
		
	By	 	 /s/ Rosanne S. Potter

	Name:	 	Rosanne S. Potter
	Title:	 	Treasurer


 Agreed as of the date first above
written: 
  

			
	CITICORP NORTH AMERICA, INC.,
	as Agent and as Lender
		
	By	 	 /s/ [Illegible Signature]

	Title:	 	Vice President
	
	KEYBANK NATIONAL ASSOCIATION
		
	By	 	 /s/ Francis W. Lutz

		 	Francis W. Lutz
	Title:	 	Vice President
	
	ABN AMRO BANK N.V.
		
	By:	 	 /s/ Robert H. Steelman

		 	Robert H. Steelman
	Title:	 	Director
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By	 	 /s/ Bonlara Van Neerten

	Title:	 	Director

  

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	FIFTH THIRD BANK
		
	By	 	 /s/ R. C.Lanctol

	Title:	 	V.P.


							
	
	FORTIS CAPITAL CORP.
				
	By	  	 /s/ Douglas Riahi                                   
             
	    	 /s/ John W. Deegan                                  
      
	  	
	Title:	  	Managing Director	    	John W. Deegan	  	
		  		    	Senior Vice President	  	


			
	
	MIZUHO CORPORATE BANK, LTD.
		
	By	 	 /s/ [Illegible Signature]

	Title:	 	Deputy General Manager
	
	PNC BANK, NATIONAL ASSOCIATION
		
	By	 	 /s/ Joseph G. Moran

		 	Joseph G. Moran
	Title:	 	Managing Director
	
	THE ROYAL BANK OF SCOTLAND PLC
		
	By	 	 /s/ Paul McDonagh

		 	Paul McDonagh
	Title:	 	Sr. Vice President
	
	THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
		
	By	 	 /s/ [Illegible Signature]

	Title:	 	Deputy General Manager
	
	CALYON NEW YORK BRANCH
		
	By	 	 /s/ Lee E. Greve

		 	Lee E. Greve
	Title:	 	Managing Director
		
	By	 	 /s/ Joseph A. Philbin

		 	Joseph A. Philbin
		 	Director

  

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	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By	 	 /s/ [Illegible Signature]

	Title:	 	Assistant Vice President
		
	By	 	 /s/ [Illegible Signature]

	Title:	 	Vice President
	
	U.S. BANK, NATIONAL ASSOCIATION
		
	By	 	 /s/ Michael P. Dickman

		 	Michael P. Dickman
	Title:	 	Vice President
		 	U.S. Bank, N.A.
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By	 	 /s/ [Illegible Signature]

	Title:	 	Vice President
		
	By	 	 /s/ [Illegible Signature]

	Title:	 	Vice President
	
	THE BANK OF NEW YORK
		
	By	 	  

	Title:	 	

  

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 CONSENT 
 Dated as of August 23, 2005 
 The undersigned, each a Guarantor under the
Subsidiary Guaranty dated as of September 28, 2004 (the “Subsidiary Guaranty”) in favor of the Agent, for its benefit and the benefit of the Lenders parties to the Credit Agreement referred to in the foregoing Letter Amendment,
hereby consents to such Letter Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Letter Amendment, the Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of such Letter Amendment, each reference in the Subsidiary Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall
mean and be a reference to the Credit Agreement, as amended by such Letter Amendment. 
  

			
	1500 WEST ELIZABETH CORPORATION
		
	By	 	 /s/ Donald W. Bogus

	Name:	 	Donald W. Bogus
	Title:	 	President and Treasurer
	
	CARROLL SCIENTIFIC, INC.
		
	By	 	 /s/ Donald W. Bogus

	Name:	 	Donald W. Bogus
	Title:	 	Senior Vice President
	
	CPI ENGINEERING SERVICES, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	ENGINE CONTROL SYSTEMS LTD.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	GATEWAY ADDITIVE COMPANY
		
	By	 	 /s/ Leslie M. Reynolds

	Name:	 	Leslie M. Reynolds
	Title:	 	Vice President and Secretary










			
	LUBRICANT INVESTMENTS, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	LUBRIZOL ENTERPRISES, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	President
	
	LUBRIZOL FOAM CONTROL ADDITIVES, INC.
		
	By	 	 /s/ Donald W. Bogus

	Name:	 	Donald W. Bogus
	Title:	 	Vice President
	
	LUBRIZOL HOLDING INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	President
	
	LUBRIZOL INTER-AMERICAS CORPORATION
		
	By	 	 /s/ Jeffrey A. Vavruska

	Name:	 	Jeffrey A. Vavruska
	Title:	 	President and Treasurer
	
	LUBRIZOL INTERNATIONAL MANAGEMENT CORPORATION
		
	By	 	 /s/ Jeffrey A. Vavruska

	Name:	 	Jeffrey A. Vavruska
	Title:	 	Vice President
	
	LUBRIZOL OVERSEAS TRADING CORPORATION
		
	By	 	 /s/ Jeffrey A. Vavruska

	Name:	 	Jeffrey A. Vavruska
	Title:	 	President and Treasurer


  

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	LUBRIZOL PERFORMANCE SYSTEMS INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	LZ HOLDING CORPORATION
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	President
	
	MPP PIPELINE CORPORATION
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON INTERNATIONAL, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	FCC ACQUISITION CORP.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON CHINA, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer


  

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	NOVEON DIAMALT, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON FCC, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON HILTON DAVIS, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON HOLDING CORPORATION
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON INVESTMENTS, LLC
	By Noveon, Inc., its sole member
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON IP HOLDINGS CORP.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	NOVEON KALAMA, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer


  

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	NOVEON TEXTILE CHEMICALS, INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	PERFORMANCE MATERIALS I INC.
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer
	
	PERFORMANCE MATERIALS II LLC
	By Noveon, Inc., its sole member
		
	By	 	 /s/ Charles P. Cooley

	Name:	 	Charles P. Cooley
	Title:	 	Vice President and Treasurer


  

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