FIRST SUPPLEMENTAL INDENTURE

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

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;

           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

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.

          “ 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

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:

          (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:

          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:

          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 o