Amended and Restated Credit Agreement among The Lubrizol Corporation, Initial Lenders, and Citicorp North America, Inc. (March 29, 2005)

Summary

This agreement amends and restates a previous credit agreement between The Lubrizol Corporation, a group of initial lenders and issuing banks, and Citicorp North America, Inc. as administrative agent. It sets the terms for up to $1,075,000,000 in credit to Lubrizol for general corporate purposes, subject to certain conditions and interest rates based on Lubrizol’s public debt rating. The agreement outlines the obligations of all parties, requires execution by all lenders and subsidiary guarantors, and remains governed by the original agreement’s terms except as specifically amended.

EX-10.5 2 l13685aexv10w5.txt EXHIBIT 10.5 Exhibit 10.5 EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 29, 2005 THE LUBRIZOL CORPORATION, an Ohio corporation (the "Company"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") and initial issuing banks (the "Initial Issuing Banks") party hereto, CITICORP NORTH AMERICA, INC., as administrative agent (the "Agent") for the Lenders (as defined in the Existing Credit Agreement referred to below) and CITIGROUP GLOBAL MARKETS INC., as arranger and syndication agent for the Lenders, hereby agree as follows: PRELIMINARY STATEMENTS (1) The Company is party to a Credit Agreement dated as of August 24, 2004 (the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citicorp North America, Inc., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement. (2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments. (3) The Borrower has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $1,075,000,000 for general corporate purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the Borrower from time to time in such amount on the terms and conditions of this Amendment and Restatement. SECTION 1. Amendments to the Existing Credit Agreement. The Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows: (a) Section 1.01 is amended by deleting the definitions of "Issuing Bank" and "Lenders" set forth therein and replacing them, respectively, with the following new definitions thereof: "Issuing Bank" means an Initial Issuing Bank party to this Agreement or any Eligible Assignee to which a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as such Initial Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment. "Lenders" means the Initial Lenders parties to this Agreement, each Issuing Bank and each Person that shall become a party hereto pursuant to Section 9.07. 2 (b) Section 1.01 is further amended by deleting clause (b) of the definition of "Applicable Margin" in full and substituting therefor the following: and (b) with respect to the Term Facility as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

(c) Schedule I to the Existing Credit Agreement is deleted in its entirety and replaced with Schedule I to this Amendment and Restatement. SECTION 2. Conditions of Effectiveness. This Amendment and Restatement shall become effective as of the date first above written when, and only when, the Agent shall have received (i) counterparts of this Amendment and Restatement executed by the Company and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Restatement and (ii) the consent attached hereto executed by each Subsidiary Guarantor. This Amendment and Restatement is subject to the provisions of Section 9.01 of the Existing Credit Agreement. SECTION 3. Representations and Warranties of the Company. The Company represents and warrants as follows: (a) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement (except the representation set forth in the last sentence of subsection (e) thereof) are correct on and as of the date hereof as though made on and as of such date except to the extent that such representations or warranties expressly relate to an earlier specified date; and (b) No event has occurred and is continuing that constitutes a Default. SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the effectiveness of this Amendment and Restatement, each reference in the Existing 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 Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment and Restatement. 3 (b) The Existing Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment and Restatement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) Without limiting any of the other provisions of the Existing Credit Agreement, as amended by this Amendment and Restatement, any references in the Existing Credit Agreement to the phrases "on the date hereof", "on the date of this Agreement" or words of similar import shall mean and be a reference to the date of the Existing Credit Agreement (which is August 24, 2004). SECTION 5. Costs, Expenses. The Company 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 Amendment and Restatement 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 Existing Credit Agreement. SECTION 6. Execution in Counterparts. This Amendment and Restatement 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 Amendment and Restatement by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement. SECTION 7. Governing Law. This Amendment and Restatement shall be governed by, and construed in accordance with, the laws of the State of New York. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE LUBRIZOL CORPORATION By /s/ C.P. Cooley ------------------------------------------------ Name: Charles P. Cooley Title: Sr. Vice President and CFO By /s/ Rosanne S. Potter ------------------------------------------------ Name: Rosanne S. Potter Title: Treasurer CITICORP NORTH AMERICA, INC., as Agent and as Lender By /s/ Carolyn A. Sheridan ------------------------------------------------ Name: Carolyn A. Sheridan Title: Managing Director & Vice President KEYBANK NATIONAL Association By /s/ Thomas J. Purcell ------------------------------------------------ Name: Thomas J. Purcell Title: Senior Vice President ABN AMRO BANK N.V. By /s/ Robert H. Steelman ------------------------------------------------ Name: Robert H. Steelman Title: Director By /s/ Kevin LeGallo ------------------------------------------------ Name: Kevin LeGallo Title: Assistant Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By /s/ Barbara Van Meerten ------------------------------------------------ Name: Barbara Van Meerten Title: Director FIFTH THIRD BANK By /s/ R. C. Lanctot ------------------------------------------------ Name: Roy C. Lanctot Title: V.P. 5 FORTIS CAPITAL CORP. By /s/ John W. Deegan /s/ E. Matthews ------------------------------------------------ Name: John W. Deegan E. Matthews Title: Senior Vice President MIZUHO CORPORATE BANK, LTD. By /s/ Takahiko Ueda ------------------------------------------------ Name: Takahiko Ueda Title: Deputy General Manager PNC BANK, NATIONAL ASSOCIATION By /s/ Joseph G. Moran ------------------------------------------------ Name: Joseph G. Moran Title: Managing Director THE ROYAL BANK OF SCOTLAND PLC By /s/ P. McDonagh ------------------------------------------------ Name: Paul McDonagh Title: Sr Vice President THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH By /s/ Shinichiro Munechika ------------------------------------------------ Name: Shinichiro Munechika Title: Deputy General Manager CALYON NEW YORK BRANCH By /s/ Lee E. Greve ------------------------------------------------ Name: Lee E. Greve Title: Managing Director By /s/ Joseph A. Philbin ------------------------------------------------ Name: Joseph A. Philbin Title: Director 6 DEUTSCHE BANK AG NEW YORK BRANCH By /s/ Andreas Neumeier ------------------------------------------------ Name: Andreas Neumeier Title: Director By /s/ Oliver Schwarz ------------------------------------------------ Name: Oliver Schwarz Title: Vice President U.S. BANK, NATIONAL ASSOCIATION By /s/ Patrick H. McGraw ------------------------------------------------ Name: Patrick H. McGraw Title: Assistant Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION By /s/ Thiplada Siddiqui ------------------------------------------------ Name: Thiplada Siddiqui Title: Vice President By /s/ Kathleen Savard ------------------------------------------------ Name: Kathleen Savard Title: Vice President SCHEDULE I TO THE AMENDMENT AND RESTATEMENT COMMITMENTS AND APPLICABLE LENDING OFFICES