EX-4.1






Exhibit 4.1




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 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, and as further amended as of August 23, 2005 and as of September 20, 2006 (such
Credit Agreement, as so amended, 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 Company 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 Company shall be excluded from the calculation of Consolidated Debt for all reporting
periods prior to October 1, 2009.



          The Company 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 Company 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 Company 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,





THE LUBRIZOL CORPORATION

 	 
	 	By:  	/s/ Charles P. Cooley III
 	 
	 	 	Title:  	   Senior Vice President, Treasurer

and Chief Financial Officer	 
	 
	 	 	 
	 	By:  	                /s/ Greg D. Taylor
 	 
	 	 	Title:  	Vice President Planning, Development

and Communications 	 
	 



	 	 	 	 	 	 	 
	Agreed as of the date first above written:	 	 
	 
	 	 	 	 	 	 
	CITICORP NORTH AMERICA, INC.,

as Agent and as Lender	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Joronne Jeter	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	ABN AMRO BANK, NV	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Michele Costello	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Suneel Gill	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Victor Pierzchalski	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Authorized Signer	 	 
	 
	 	 	 	 	 	 
	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Blake Wright	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Joseph Philbin	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Director	 	 






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	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Marcus Tarkington	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Rainer Meier	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ R. C. Lanctot	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ John Spillane	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ John W. Deegan	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Director & Group Head	 	 
	 
	 	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Brian Fox	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	MIZUHO CORPORATE BANK, LTD.	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Leon Mo	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Joseph G. Moran	 	 
	 	 	   	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Bhavin Shah	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Managing Director	 	 






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	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Kenneth R. Fieler	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	WACHOVIA BANK, N.A. A WELLS FARGO COMPANY	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Barbara Van N Feertan	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	By	 	/s/ Steven Buehler	 	 
	 	 	   	 	 
	 

	 	Title:
	 	Senior Relationship Manager	 	 







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