EX-4.2






EXHIBIT 4.2




THE LUBRIZOL CORPORATION,




as Issuer




and




Wells Fargo Bank, National Association,




as Trustee




FIRST SUPPLEMENTAL INDENTURE




Dated as of January 27, 2009




to the Indenture dated as of January 27, 2009




8.875% Senior Notes due 2019





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	    Page
	ARTICLE 1
	 
	 
	 	 	 	 
	APPLICATION OF SUPPLEMENTAL INDENTURE
	 
	 
	 	 	 	 
	Section 1.01. Application of First Supplemental Indenture 
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2
	 
	DEFINITIONS
	 
	 
	 	 	 	 
	Section 2.01. Certain Terms Defined in the Indenture
	 	 	2	 
	Section 2.02. Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3
	 
	FORM AND TERMS OF THE NOTES
	 
	 
	 	 	 	 
	Section 3.01. Form and Dating
	 	 	5	 
	Section 3.02. Terms of the Notes
	 	 	5	 
	Section 3.03. Optional Redemption
	 	 	8	 
	Section 3.04. Repurchase of Notes upon a Change of Control
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 4
	 
	MISCELLANEOUS
	 
	 
	 	 	 	 
	Section 4.01. Trust Indenture Act Controls
	 	 	10	 
	Section 4.02. New York Law to Govern
	 	 	10	 
	Section 4.03. Counterparts
	 	 	11	 
	Section 4.04. Severability
	 	 	11	 
	Section 4.05. Ratification
	 	 	11	 
	Section 4.06. Effectiveness
	 	 	11	 
	Section 4.07. Trustee Makes No Representation
	 	 	11	 
	 
	 	 	 	 
	EXHIBIT A – Form of 8.875% Senior Note due 2019
	 	 	A-1	 







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FIRST SUPPLEMENTAL INDENTURE




          SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 27, 2009,
between The Lubrizol Corporation, an Ohio corporation (the “Company”), and Wells Fargo Bank,
National Association, as Trustee (the “Trustee”).




RECITALS OF THE COMPANY




          WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of January
27, 2009 (the “Base Indenture,” and together with the First Supplemental Indenture, the
“Indenture”), to provide for the issuance by the Company from time to time of Securities to be
issued in one or mores series as provided in the Indenture;




          WHEREAS, Section 901 of the Base Indenture provides, among other things, that the Company and
the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of
any Holders of Securities, to establish the form of any Security, as permitted by Section 201 of
the Base Indenture, and to provide for the issuance of the Notes (as defined below), as permitted
by Section 301 of the Base Indenture, and to set forth the terms thereof;




          WHEREAS, the Company desires to execute this First Supplemental Indenture pursuant to Section
201 of the Base Indenture to establish the form, and pursuant to Section 301 of the Base Indenture
to provide for the issuance, of a series of its senior notes designated as its 8.875% Senior Notes
due February 1, 2019 (the “Notes”), in an initial aggregate principal amount of $500,000,000. The
Notes are a series of securities as referred to in Section 301 of the Base Indenture.




          WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate pursuant to Sections 102 and 903 of the Base Indenture to the effect that the execution
and delivery of the First Supplemental Indenture is authorized or permitted under the Base
Indenture and that all conditions precedent provided for in the Base Indenture to the execution and
delivery of this First Supplemental Indenture to be complied with by the Company have been complied
with;




          WHEREAS, the Company has requested that the Trustee execute and deliver this First
Supplemental Indenture;




          WHEREAS, all things necessary have been done by the Company to make this First Supplemental
Indenture, when executed and delivered by the Company, a valid and legally binding instrument; and




          WHEREAS, all things necessary have been done by the Company to make the Notes, when executed
by the Company and authenticated and delivered in accordance with the provisions of this Indenture,
the valid obligations of the Company;




1









 








          NOW, THEREFORE:




          In consideration of the premises stated herein and the purchase of the Notes by the Holders
thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective Holders from time to time of the Notes as follows:




ARTICLE 1

APPLICATION OF SUPPLEMENTAL INDENTURE




          Section 1.01. Application of First Supplemental Indenture. Notwithstanding any other
provision of this First Supplemental Indenture, all provisions of this First Supplemental Indenture
are expressly and solely for the benefit of the Holders of the Notes and any such provisions shall
not be deemed to apply to any other securities issued under this Indenture and shall not be deemed
to amend, modify or supplement the Base Indenture for any purpose other than with respect to the
Notes. Unless otherwise expressly specified, references in this Supplemental Indenture to specific
Article numbers or Section numbers refer to Articles and Sections contained in this Supplemental
Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other
document. All Initial Notes and Additional Notes, if any, will be treated as a single class for
all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase.




ARTICLE 2

DEFINITIONS




          Section 2.01. Certain Terms Defined in the Indenture. For purposes of this First
Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Base Indenture, as amended hereby.




          Section 2.02. Definitions. For the benefit of the Holders of the Notes, Section 1.1
of the Base Indenture shall be amended by adding the following new definitions:




          “Additional Notes” has the meaning specified in Section 3.02(b) hereto.




          “Change of Control” means the occurrence of any of the following: (1) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” (as that term is used in Section 13(d) of the Exchange Act) (other than the
Company or one of its Subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the
Company or other Voting Stock into which the Voting Stock of the Company is reclassified,
consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the
assets of the Company and the assets of its Subsidiaries, taken as a whole, to one or more
“persons” (as that term is used in Section 13(d) of the Exchange Act) (other than to the Company or
one of its Subsidiaries); (3) the Company consolidates with, or merges with or into, any “person”
(as that term is used in Section 13(d) of the Exchange Act), or any such person consolidates with,
or merges with or into, the Company, in either case, pursuant to a transaction in which any of the
Company’s outstanding Voting Stock or the Voting Stock of such



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other person is converted into or exchanged for cash, securities or other property, other than
pursuant to a transaction in which shares of the Company’s Voting Stock outstanding immediately
prior to the transaction constitute, or are converted into or exchanged for, a majority of the
Voting Stock of the surviving person immediately after giving effect to such transaction; (4) the
adoption of a plan relating to the Company’s liquidation or dissolution; or (5) the first day on
which a majority of the members of the Board of Directors of the Company are not Continuing
Directors.




          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.




          “Comparable Treasury Issue” means the United States Treasury security or securities selected
by a Quotation Agent as having an actual or interpolated maturity comparable to the remaining term
of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of such Notes.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (A) the arithmetic
average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains
fewer than four such Reference Treasury Dealer Quotations, the arithmetic average of all quotations
for such Redemption Date.




          “Continuing Director” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date the Notes were
issued, (2) was nominated for election to such Board of Directors with the approval of a committee
of the Board of Directors consisting of a majority of independent Continuing Directors or (3) was
nominated for election, elected or appointed to such Board of Directors with the approval of a
majority of the Continuing Directors who were members of such Board of Directors at the time of
such nomination, election or appointment (either by a specific vote or by approval of the Company’s
proxy statement in which such member was named as a nominee for election as a director, without
objection to such nomination).




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Global Note” means, individually and collectively, each of the Notes in the form of Global
Securities issued to the Depositary or its nominee, substantially in the form of Exhibit A.




          “Initial Notes” has the meaning specified in Section 3.02(b) hereto.




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or, if applicable, the equivalent investment grade
credit rating from any Substitute Rating Agency selected by the Company.




          “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.




          “Notes” has the meaning specified in the recitals hereto.




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          “Primary Treasury Dealer” means a primary U.S. Government securities dealer in The City of New
York.




          “Principal Amount” means the aggregate principal amount of all Outstanding Initial Notes and
Additional Notes.




          “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company;
provided, however, that if such Reference Treasury Dealer ceases to be a Primary Treasury Dealer,
the Company shall substitute another Primary Treasury Dealer.




          “Rating Agencies” means (1) each of Moody’s and S&P and (2) if any of Moody’s and S&P ceases
to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of
the control of the Company, a Substitute Rating Agency in lieu thereof.




          “Rating Event” means the rating on the Notes is lowered independently by each of the Rating
Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on
any day during the period commencing 60 days prior to the first public notice of the occurrence of
a Change of Control or the Company’s intention to effect a Change of Control and ending 60 days
following consummation of such Change of Control (which period will be extended so long as the
rating of the Notes is under publicly announced consideration for a possible downgrade by any of
the Rating Agencies).




          “Redemption Date” when used with respect to the Notes to be redeemed, means the date fixed for
such redemption pursuant to the Indenture or this First Supplemental Indenture.




          “Reference Treasury Dealer” means any of Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and J.P. Morgan Securities Inc. or their respective affiliates, which are primary
U.S. Government securities dealers in The City of New York, and their respective successors plus
two other primary U.S. Government securities dealers in The City of New York selected by the
Company; provided, however, that if any of the foregoing or their affiliates shall cease to be a
Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the arithmetic average, as determined by the Quotation Agent, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
Principal Amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at
3:30 p.m. New York City time on the third Business Day preceding such Redemption Date.




          “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.,
or any successor thereto.




          “Substitute Rating Agency” means a “nationally recognized statistical rating organization”
within the meaning of Rule l5c3-l(c)(2)(vi)(F) under the Exchange Act selected by the Company (as
certified by a resolution of the Board of Directors of the Company) and which



4









 






is reasonably acceptable to the Trustee as a replacement agency for Moody’s or S&P, or both of
them, as the case may be.




          “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its Principal Amount) equal to the Comparable Treasury Price for such Redemption Date.




          “Trustee” has the meaning specified in the first paragraph hereto.




          “Voting Stock” means, with respect to any specified “person” (as that term is used in
Section 13(d) of the Exchange Act) as of any date, the capital stock of such person that is at the
time entitled to vote generally in the election of the Board of Directors of such person.




ARTICLE 3

FORM AND TERMS OF THE NOTES




          Section 3.01. Form and Dating. The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A attached hereto. The Notes
shall be executed on behalf of the Company by an Officer of the Company. The Notes may have
notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall
be dated the date of its authentication. The Notes and any beneficial interest in the Notes shall
be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.




          The terms and notations contained in the Notes shall constitute, and are hereby expressly
made, a part of the Indenture, and the Company and the Trustee, by their execution and delivery of
this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound
thereby.




          (a) Global Note. The Notes shall be issued initially in permanent global form (the “Global
Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with
the Depositary and registered in the name of Cede & Co., the Depositary’s nominee, duly executed on
behalf of the Company by an Officer, authenticated by the Trustee.




          (b) Book-Entry Provisions. This Section 3.01(b) shall apply only to the Global Note deposited
with or on behalf of the Depositary.




          The Company shall execute and the Trustee shall, in accordance with this Section 3.01(b),
authenticate and deliver each Global Note that shall be registered in the name of the Depositary or
the nominee of the Depositary and shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary’s instructions.




          Section 3.02. Terms of the Notes. The following terms relating to the Notes are
hereby established:




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          (a) Title. The Notes shall constitute a series of Securities having the title “8.875% Senior
Notes due 2019”.




          (b) Principal Amount. The aggregate principal amount of the Notes that may be initially
authenticated and delivered under the Indenture (the “Initial Notes”) shall be $500,000,000. The
Company may from time to time, without the consent of the Holders of Notes, issue additional Notes
(in any such case “Additional Notes”) having the same ranking and the same interest rate, Maturity
and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall constitute
a single series under the Indenture and all references to the Notes shall include the Initial Notes
and any Additional Notes unless the context otherwise requires.




          (c) Maturity Date. The entire Outstanding principal of the Notes shall be payable on February
1, 2019.




          (d) Interest Rate.





     (i) The rate at which the Notes shall bear interest shall be 8.875% per annum,
subject to Section 3.02(d)(ii); the date from which interest shall accrue on the
Notes shall be January 27, 2009, or the most recent Interest Payment Date to which
interest has been paid or provided for; the Interest Payment Dates for the Notes
shall be February 1 and August 1 of each year, beginning August 1, 2009; the
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date, will be paid, in immediately available funds, to the Persons in whose
names the Notes are registered at the close of business on the Regular Record Date
for such interest, which shall be the January 15 or July 15, as the case may be,
immediately preceding such Interest Payment Date.




     (ii) The interest rate payable on the Notes shall be subject to adjustments
from time to time if either Moody’s or S&P (or, in either case, any Substitute
Rating Agency thereof) downgrades (or subsequently upgrades) the debt rating
assigned to the Notes, in the manner described below.



          If the rating of the Notes from Moody’s (or any Substitute Rating Agency) is decreased to a
rating set forth in the immediately following table, the interest rate on the Notes shall increase
from the interest rate payable on the Notes on the date of their initial issuance by the percentage
set forth opposite that rating:




	 	 	 	 	 
	Moody’s Rating*	 	Percentage
	Ba1
	 	 	0.25	%
	Ba2
	 	 	0.50	%
	Ba3
	 	 	0.75	%
	B1 or below
	 	 	1.00	%








 




			
	*	 	Including the equivalent ratings of any Substitute Rating Agency.




6









 











          If the rating of the Notes from S&P (or any Substitute Rating Agency) is decreased to a rating
set forth in the immediately following table, the interest rate on the Notes shall increase from
the interest rate payable on the Notes on the date of their initial issuance by the percentage set
forth opposite that rating:




	 	 	 	 	 
	S&P Rating*	 	Percentage
	BB+
	 	 	0.25	%
	 
	BB
	 	 	0.50	%
	 
	BB-
	 	 	0.75	%
	 
	B+ or below
	 	 	1.00	%








 




			
	*	 	Including the equivalent ratings of any Substitute Rating Agency.





          If at any time the interest rate on the Notes has been adjusted upward and either Moody’s or
S&P (or, in either case, any Substitute Rating Agency thereof), as the case may be, subsequently
increases its rating of the Notes to any of the threshold ratings set forth above, the interest
rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest
rate payable on the Notes on the date of their initial issuance plus the percentages set forth
opposite the applicable ratings from the tables above in effect immediately following the increase.
If Moody’s (or any Substitute Rating Agency) subsequently increases its rating of the Notes to
Baa3 or higher (or an equivalent rating of such Substitute Rating Agency), and S&P (or any
Substitute Rating Agency) increases its rating to BBB- or higher (or an equivalent rating of such
Substitute Rating Agency), the interest rate on the Notes shall be decreased to the interest rate
payable on the Notes on the date of their initial issuance. In addition, the interest rate on the
Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any
subsequent decrease in the ratings by either or both Rating Agencies) if the Notes become rated A3
and A- or higher by Moody’s and S&P, respectively (or, in either case, the equivalent ratings of
any Substitute Rating Agency, or one of these ratings if the Notes are only rated by one Rating
Agency).




          Each adjustment required by any decrease or increase in a rating set forth above, whether
occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency
thereof), shall be made independent of any and all other adjustments. In no event shall (1) the
interest rate payable for the Notes be reduced to below the interest rate payable on the Notes on
the date of their initial issuance or (2) the total increase in the interest rate on the Notes
exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance.




          For so long as only one Rating Agency provides a rating on the Notes, any subsequent increase
or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating
by the agency continuing to provide the rating shall be twice the percentage set forth in the
applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a
result of a Rating Agency ceasing to provide a rating. For so long as no Rating Agency provides a
rating of the Notes, the interest rate on the Notes shall increase to, or remain



7









 






at, as the case may be, 2.00% above the interest rate payable on the Notes on the date of
their initial issuance.




          Any interest rate increase or decrease described above shall take effect from the first day of
the interest period during which a rating change requires an adjustment in the interest rate, and
shall continue until the next subsequent interest rate increase or decrease. If Moody’s or S&P or
any Substitute Rating Agency thereof changes its rating of the Notes more than once during any
particular interest period, the last change by such Rating Agency during such period shall control
for purposes of any interest rate increase or decrease described above relating to such Rating
Agency’s action.




          If the interest rate payable on the Notes is increased as described in this
Section 3.02(d)(ii), then the term “interest”, as used in the Indenture and the Notes, shall be
deemed to include any such additional interest unless the context otherwise requires.




          If any Rating Agency decreases or increases its rating of the Notes resulting in an adjustment
to the per annum interest rate on the Notes pursuant to this Section 3.02(d)(ii), the Company shall
notify the Trustee and the Holders of such rating decrease or increase and interest rate adjustment
and the date such interest rate is effective no later than the earlier to occur of (a) three
Business Days prior to the next interest payment date following public announcement of such rating
decrease or increase by such Rating Agency and (b) the second Business Day following public
announcement of such rating decrease or increase by such Rating Agency. The failure to give such
notice shall not be a Default or an Event of Default under the Indenture.




          (e) Currency. The currency of denomination of the Notes is United States Dollars. Payment of
principal of and interest and premium, if any, on the Notes shall be made in United States Dollars.




          Section 3.03. Optional Redemption.




          (a) The provisions of Article 11 of the Base Indenture, as amended by the provisions of this
First Supplemental Indenture, shall apply to the Notes.




          (b) At any time and from time to time, the Notes shall be redeemable, as a whole or in part,
at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the
registered address of each Holder of the Notes to be redeemed, at a Redemption Price equal to the
greater of (i) 100% of the Principal Amount of the Notes to be redeemed, or (ii) as determined by
the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest
and principal thereon (exclusive of interest accrued and unpaid to, but not including, the
Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Treasury Rate plus 75 basis points, plus, in either
case, accrued and unpaid interest to, but not including, the Redemption Date for the Notes.




          (c) On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes
or any portion thereof called for redemption, unless the Company defaults in the payment of the
Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the
Company shall deposit with the Trustee or a Paying Agent, funds



8









 






sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and
(except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If
less than all of the Notes are to be redeemed, the Notes to be redeemed, the Depositary shall
select the Notes to be redeemed in accordance with its operational arrangements. If the Notes are
not Global Notes held by the Depositary, the Notes to be redeemed shall be selected by the Trustee
by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall
Notes of a principal amount of $2,000 or less be redeemed in part.




          (d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before
the Redemption Date to each holder of the Notes to be redeemed; provided, however, that if the
Trustee is asked to give such notice it shall be notified in writing of such request at least
15 days prior to the date of the giving of such notice (unless a shorter notice shall be
satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the
formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot
be determined at the time the notice is given. If the Redemption Price cannot be determined at the
time such notice is to be given, the actual Redemption Price, calculated as described above in
clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee
no later than two Business Days prior to the Redemption Date. Notice of redemption having been
given as provided in the Indenture, the Notes called for redemption shall, on the Redemption Date,
become due and payable at the Redemption Price, plus accrued and unpaid interest, if any, to the
Redemption Date, and from and after such Redemption Date (unless the Company shall default in the
payment of the Redemption Price and accrued interest, if any) such Notes shall cease to bear
interest.




          Section 3.04. Repurchase of Notes upon a Change of Control.




          (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the
Company shall have exercised its option to redeem the Notes as described in Section 3.03 of this
First Supplemental Indenture, the Company shall be required to make an offer (the “Change of
Control Offer”) to each holder of the Notes to repurchase all or any part (equal to $2,000 or any
integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in
this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required
to offer payment in cash equal to 101% of the aggregate Principal Amount of Notes repurchased, plus
accrued and unpaid interest, if any, on the Notes repurchased up to, but not including, the date of
repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following
any Change of Control Triggering Event or, at the option of the Company, prior to any Change of
Control, but after the public announcement of the transaction that constitutes or may constitute
the Change of Control, the Company shall mail a notice to Holders of Notes describing the
transaction that constitutes or may constitute the Change of Control Triggering Event and offering
to repurchase the Notes on the date specified in the notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed or, if the notice is mailed
prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on
which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The
notice shall, if mailed prior to the date of consummation of the Change of Control, state that the
offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to
the Change of Control Payment Date.




9









 








          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:





     (i) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions of Notes properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers’ Certificate stating the aggregate Principal
Amount of Notes or portions of Notes being repurchased.



          The Company shall publicly announce the results of the Change of Control Offer on or as soon
as possible after the date of purchase.




          (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of
a Change of Control Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company and the
third party purchases all Notes properly tendered and not withdrawn under its offer. In addition,
the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of
Control Payment Date an Event of Default under the Indenture, other than an Event of Default
arising as a result of a default in the payment of the Change of Control Payment upon a Change of
Control Triggering Event.




          (d) The Company shall comply in all material respects with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any such securities laws
or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall
comply with the applicable securities laws and regulations and shall not be deemed to have breached
its obligations under the Change of Control Offer provisions of the Notes by virtue of any such
conflict.




ARTICLE 4

MISCELLANEOUS




          Section 4.01. Trust Indenture Act Controls. If any provision of this First
Supplemental Indenture limits, qualifies or conflicts with another provision which is required to
be included in this First Supplemental Indenture by the TIA, the required provision shall control.
If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA
which may be so modified or excluded, the latter provision shall be deemed to apply to this First
Supplemental Indenture as so modified or to be excluded, as the case may be.




          Section 4.02. New York Law to Govern. The Indenture and the Notes shall be governed
by and construed in accordance with the law of the State of New York. The Indenture



10









 






is subject to the provisions of the Trust Indenture Act that are required to be part of the
Indenture and shall, to the extent applicable, be governed by such provisions.




          Section 4.03. Counterparts. This First Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.




          Section 4.04. Severability. If any provision of this First Supplemental Indenture or
the Notes shall be held to be illegal or unenforceable under applicable law, then the remaining
provisions hereof shall be construed as though such invalid, illegal or unenforceable provision
were not contained therein.




          Section 4.05. Ratification. The Base Indenture, as supplemented and amended by this
First Supplemental Indenture, is in all respects ratified and confirmed. The Indenture shall be
read, taken and construed as one and the same instrument. All provisions included in this First
Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless
not permitted by law. The Trustee accepts the trusts created by the Indenture, and agrees to
perform the same upon the terms and conditions of the Indenture.




          Section 4.06. Effectiveness. The provisions of this First Supplemental Indenture
shall become effective as of the date hereof.




          Section 4.07. Trustee Makes No Representation. The recitals contained herein are made
by the Company and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture. All rights, protections, privileges, indemnities and benefits
granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this
reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee
in each of its capacities hereunder, and each agent, custodian and other Person employed to act
under this First Supplemental Indenture.




[Remainder of page intentionally left blank.]





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          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first above written.




	 	 	 	 	 
	 	THE LUBRIZOL CORPORATION

 	 
	 	By:  	/s/ C. P. Cooley
 	 
	 	 	Name:  	Charles P. Cooley       	 
	 	 	Title:  	Senior Vice President, Treasurer
and 

Chief Financial Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee

 	 
	 	By:  	/s/ Gregory S. Clarke
 	 
	 	 	Name:  	Gregory S. Clarke 	 
	 	 	Title:  	Vice President 	 



Signature Page to First Supplemental Indenture





 









 








EXHIBIT A




FACE OF NOTE



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY
THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL
PURPOSES.



UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.




			
	 	 	 
	No. 001
	 	$                    






THE LUBRIZOL CORPORATION

8.875% Note due 2019




CUSIP:

    ISIN:




          THE LUBRIZOL CORPORATION, an Ohio corporation (herein called the “Company”, which term
includes any successor Person under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of
                     DOLLARS ($                     ), or such other principal amount as may be set forth in the records
of the Trustee (hereinafter referred to) in accordance with the terms of the Indenture, on February
1, 2019 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date).



          Interest Payment Dates: February 1 and August 1

          Regular Record Dates: January 15 and July 15




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed under its corporate seal.




Dated:          , 2009




	 	 	 	 	 
	 	THE LUBRIZOL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[CORPORATE SEAL]




	 	 	 	 	 
	Attest:
	 	 	 	 
	 

	 	 

	 	 







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TRUSTEE’S CERTIFICATE OF AUTHENTICATION




Dated:           , 2009




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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REVERSE OF NOTE




8.875% Senior Notes due 2019




          Capitalized terms used herein shall have the meanings assigned to them in the Base Indenture
referred to below unless otherwise indicated.




          Interest. The Lubrizol Corporation, an Ohio corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 8.875% per annum from the date hereof until the
Maturity. The Company shall pay interest in arrears semiannually on February 1 and August 1 of
each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid, from the date of
issuance through but excluding the date on which interest is paid. The first Interest Payment Date
shall be August 1, 2009. Interest shall be computed on the basis of a 360-day year of twelve
30-day months.




          Subject to the limitations set forth in Section 3.02(d)(ii) of the First Supplemental
Indenture (as defined herein), the interest rate payable on the Notes (as defined herein) will be
subject to adjustment from time to time, on the terms set forth in the Indenture, if either Moody’s
or S&P (or, in either case, any Substitute Rating Agency thereof) downgrades (or subsequently
upgrades) the debt rating assigned to the Notes. If the interest rate payable on this Note is
increased in accordance with the terms hereof and of the Indenture, then the term “interest,” as
used in this Note and the Indenture, will be deemed to include any such additional interest unless
the context otherwise requires.




          Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders of Notes at the close of business on the January 15 or July
15 immediately preceding the Interest Payment Date, even if such Notes are canceled after such
Regular Record Date and on or before such Interest Payment Date, except as provided in Section 307
of the Indenture with respect to Defaulted Interest. The Notes shall be payable as to principal,
premium, if any, and interest at the office of the Trustee, which shall be the initial Paying Agent
and Security Registrar for the Notes, located initially at Wells Fargo Bank, National Association,
Corporate Trust Operations, 608 Second Avenue South, N9303-121, Minneapolis, Minnesota 55479, or,
at the option of the Company, payment of interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of, premium, if any, and
interest on, all Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.




          General. This Note is one of a duly authorized issue of Securities of the Company, issued and
to be issued in one or more series under an indenture (the “Base Indenture”), dated as of January
27, 2009, between the Company and Wells Fargo Bank, National Association (herein called the
“Trustee”, which term includes any successor trustee under the Indenture with respect to a series
of which this Note is a part), as supplemented by a





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First Supplemental Indenture thereto, dated as of January 27, 2009 (the “First Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”). Reference is hereby made to
the Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one
of a duly authorized series of Securities designated as 8.875% Senior Notes due February 1, 2019
(collectively, the “Notes”), initially limited in aggregate principal amount to $                     (the
“Initial Notes”).




          Further Issuance. The Company may from time to time, without the consent of the Holders of
the Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same
interest rate, Maturity and other terms as the Initial Notes. Any Additional Notes and the Initial
Notes shall constitute a single series under the Indenture and all references to the Notes shall
include the Initial Notes and any Additional Notes unless the context otherwise requires.




          Events of Default. If an Event of Default with respect to the Notes shall have occurred and
be continuing, the principal of the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.




          Sinking Fund. The Notes are not subject to any sinking fund.




          Optional Redemption. The Notes shall be redeemable at any time, at the option of the Company,
in whole or from time to time in part, upon not less than 30 nor more than 60 days prior notice, on
any date prior to their Maturity at a Redemption Price, calculated pursuant to the Indenture, which
includes accrued interest thereon, if any, to, but not including, the Redemption Date. In the case
of any partial redemption, selection of the Notes for redemption will be made by the Depositary or
by the Trustee in accordance with the terms of the Indenture; provided, however, that in no event,
shall Notes of a Principal Amount of $2,000 or less be redeemed in part. If any Note is to be
redeemed in part only, the notice of redemption relating to such Note shall state the portion of
the Principal Amount thereof to be redeemed. A new Note in Principal Amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of
this Note.




          Repurchase upon a Change of Control Triggering Event. Upon the occurrence of a Change of
Control Triggering Event with respect to the Notes, the Company shall be required to make an offer
to repurchase the Notes on the terms set forth in the Indenture.




          Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer
of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes



A-5









 






to be redeemed or during the period between a record date and the corresponding Interest
Payment Date.




          Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all
purposes.




          Amendment, Supplement and Waiver. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Notes then Outstanding. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of
all Outstanding Notes, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.




          Defaults and Remedies. Events of Default include: (a) default in the payment of any interest
on the Notes, when such interest becomes due and payable, and continuance of such default for a
period of 30 days; (b) default in the payment of the principal of (or premium, if any, on) the
Notes at its Maturity; (c) default in the performance, or breach, of any covenant or agreement of
the Company in the Base Indenture that affects or is applicable to the Notes (other than a default
in the performance or breach of a covenant or agreement that is elsewhere in the Indenture
specifically dealt with or which has expressly been included in the Indenture solely for the
benefit of other series of Securities), and continuance of such default or breach for a period of
60 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of all
Outstanding Notes a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; (d) default in the
payment of principal when due or resulting in acceleration of other Indebtedness of the Company or
any Significant Subsidiary for borrowed money where the aggregate principal amount with respect to
which the default or acceleration has occurred exceeds $50 million and such acceleration has not
been rescinded or annulled or such Indebtedness repaid within a period of 30 days after written
notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of all Outstanding Notes; provided that if any such default is cured,
waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to
have occurred; and (e) certain events of bankruptcy and insolvency with respect to the Company.




          If an Event of Default as described in clause (a), (b), (c) or (d), occurs and is continuing,
then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of
the Outstanding Notes may declare the principal amount of the Notes then Outstanding and any
accrued and unpaid interest through the date of such declaration, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if from the



A-6









 






Holders), specifying the respective Event of Default and that it is a “notice of
acceleration,” and upon any such declaration, the same shall become immediately due and payable.




          In the case of an Event of Default arising from certain events of bankruptcy or insolvency as
described in clause (e) above, the Principal Amount of all Notes then Outstanding, together with
any accrued and unpaid interest through the occurrence of such Event of Default, shall become and
be due and payable immediately without any declaration or other act by the Trustee or any other
Holder. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Holders of not less than a majority in aggregate Principal Amount of the then
Outstanding Notes may on behalf of the Holders of all of the Notes waive any past Default or Event
of Default described in clauses (a), (b) or (c) (or, in the case of a Default or Event of Default
described in clause (d) or (e), the Holders of not less than a majority in principal amount of all
Outstanding Securities may waive any such past Default or Event of Default) and its consequences
under the Indenture, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Notes, or in respect of a covenant or provision
of the Indenture which under Article Nine of the Base Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such affected series. The
Company is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.




          Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company and their Affiliates, and may
otherwise deal with the Company and their Affiliates, as if it were not the Trustee.




          No Recourse Against Others. No director, officer, employee, incorporator or shareholder of
the Company, as such, shall have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it is the view of the
U.S. Securities and Exchange Commission that such a waiver is against public policy.




          Authentication. This Note shall not be valid until authenticated by the manual signature of
the Trustee or an authenticating agent.




          Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).




          CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a



A-7









 






convenience to Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon.




          Ranking. The Notes will be unsecured and unsubordinated obligations and will rank equal in
right of payment to all of the existing and future unsecured and unsubordinated indebtedness of the
Company.




          Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any
time of (a) the entire indebtedness with respect to the Notes and (b) certain covenants, including
the covenant relating to consolidations and mergers, in each case upon compliance by the Company
with certain conditions set forth in the Indenture.




          Satisfaction and Discharge. The Indenture contains provisions for satisfaction and discharge
of the Notes at any time upon compliance by the Company with certain conditions set forth in the
Indenture.




          Defined Terms. All terms used in this Note, which are defined in the Indenture and are not
otherwise defined herein, shall have the meanings assigned to them in the Indenture.




          Governing Law. This Note shall be governed by and construed in accordance with the laws of
the State of New York, as applied to contracts made and performed within the State of New York law.




          Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.





A-8









 








ASSIGNMENT FORM



To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to



 

(Insert assignee’s soc. sec. or tax I.D. no.)


 

 

 

 


	 	 	 	 	 
	(Print or type assignee’s name, address and zip code)	 	 
	and irrevocably appoint
	 	 	 	 
	 

	 	 

	 	 
	to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.	 	 






Date:                                         




	 	 	 	 	 	 	 
	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	(Sign exactly as your name appears on the face of
this Note)	 	 






Signature Guarantee.




 









 





SCHEDULE OF INCREASES OR DECREASES IN PRINCIPAL AMOUNT




          The initial principal amount of this Note is $                    . The following increases or decreases
in this Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease in	 	Amount of increase in	 	Principal amount of this	 	 
	Date of Redemption or	 	Principal Amount of this	 	Principal Amount of this	 	Note following such	 	Notation Made by or on
	Repurchase	 	Note	 	Note	 	decrease or increase	 	Behalf of Trustee