EX-4.2






Exhibit 4.2




EXECUTION COPY




LETTER AMENDMENT





Dated as of March 4, 2009



To the banks, financial institutions

and other institutional lenders

(collectively, the “Lenders”) parties

to the Credit Agreement referred to

below and to ABN AMRO Bank N.V., as agent

(the “Agent”) for the Lenders


Ladies and Gentlemen:




          We refer to the Five Year Credit Agreement dated as of September 14, 2005, as amended
September 20, 2006 (the “Credit Agreement”) among the undersigned and you. Capitalized
terms not otherwise defined in this Letter Amendment have the same meanings as specified in the
Credit Agreement.




          It is hereby agreed by you and us as follows:




          Effective as of the date of this Letter Amendment, Section 5.03(a) of the Credit Agreement is
hereby amended in full to read as follows:





     (a) Debt/EBITDA Ratio. Maintain a ratio of Consolidated Debt to Consolidated
EBITDA for the period of twelve months most recently ended on or prior to the last day of
each fiscal quarter of not greater than 3.50 : 1.00; provided, however, to
the extent that the Guarantor has cash or cash equivalents on hand in an amount sufficient
for the payment thereof, the outstanding 4.625% senior notes due October 1, 2009 to be
repaid by the Guarantor shall be excluded from the calculation of Consolidated Debt for all
reporting periods prior to October 1, 2009.



          The Guarantor hereby acknowledges that, pursuant to Section 5.01(h)(vi) of the Credit
Agreement, the Lenders have requested that the delivery of the quarterly financial statements for
the fiscal quarter ending September 30, 2009 shall be accompanied by a certification by the chief
financial officer of the Guarantor that the 4.625% senior notes due October 1, 2009 were in fact
repaid on or before October 1, 2009.




          This Letter Amendment shall become effective as of the date first above written when, and only
when, the Agent shall have received counterparts of this Letter Amendment executed by the
undersigned and the Required Lenders. This Letter Amendment is subject to the provisions of
Section 9.01 of the Credit Agreement.




          The Guarantor represents and warrants that, as of the date hereof, the representations and
warranties contained in Section 4.01 (other than the representation set forth in the last sentence
of Section 4.01(e)) of the Credit Agreement are correct and no Default has occurred and is
continuing.




          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 the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement.




          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 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.




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          This Letter Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.




	 	 	 	 	 
	 	Very truly yours,




LUBRIZOL HOLDINGS FRANCE S.A.S. (formerly known as
NOVEON HOLDINGS FRANCE S.A.S.),

as Borrower

 	 
	 	By  	/s/ Charles P. Cooley III
 	 
	 	 	Name:  	Charles P. Cooley III 	 
	 	 	Title:  	Director General 	 
	 
	 	On behalf of LUBRIZOL ADVANCED MATERIALS EUROPE BVBA
(formerly known as NOVEON EUROPE BVBA), as Borrower

 	 
	 	By  	/s/ Eric R. Schnur
 	 
	 	 	Name:  	Eric R. Schnur 	 
	 	 	Title:  	Manager 	 
	 
	 	THE LUBRIZOL CORPORATION, as Guarantor

 	 
	 	By  	/s/ Charles P. Cooley III
 	 
	 	 	Name:  	Charles P. Cooley III 	 
	 	 	Title:  	Senior Vice President, Treasurer and
Chief Financial Officer 	 
	 
	 	 	 
	 	By  	                                              /s/ Greg D. Taylor
 	 
	 	 	Name:  	Greg D. Taylor 	 
	 	 	Title:  	Vice President Planning, Development
and Communications 	 
	 



	 	 	 	 	 	 	 
	Agreed as of the date first above written:	 	 
	 
	 	 	 	 	 	 
	ABN AMRO BANK N.V.,

as Agent and as Lender	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Allen R. Broyles	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Maria T. Vanderwarren	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






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	CALYON NORMANDIE BEAUCE BRANCH	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Amelie Firmin	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Relationship Manager	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Alexis Quiot	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	CITIBANK INTERNATIONAL PLC	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Paul Gibbs	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Delegated Signatory	 	 
	 
	 	 	 	 	 	 
	CITIBANK, N.A. (LONDON BRANCH)	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Paul Gibbs	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Delegated Signatory	 	 
	 
	 	 	 	 	 	 
	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Marcus Tarkington	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Rainer Meier	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	THE BANK OF TOKYO-MITSUBISHI, LTD.	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ A.C. Trenouth	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Bhavin Shah	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 







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