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.
THE LUBRIZOL CORPORATION
8.875% Note due 2019
CUSIP: 549271 AG9
ISIN: US549271AG91
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 FIVE HUNDRED MILLION
DOLLARS ($500,000,000), 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.
IN WITNESS
WHEREOF, the Company has caused this Note to be duly executed under
its corporate seal.
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THE LUBRIZOL
CORPORATION
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By:
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Name:
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Charles P.
Cooley
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Title:
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Senior Vice
President, Treasurer
and Chief Financial Officer
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This
is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
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WELLS FARGO
BANK, NATIONAL ASSOCIATION,
as Trustee
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By:
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Name:
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Title:
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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 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
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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 $500,000,000 (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
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