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THE LUBRIZOL CORPORATION 8.875% Note due 2019

Promissory Note

THE LUBRIZOL CORPORATION
8.875% Note due 2019 | Document Parties: CEDE & CO | LUBRIZOL CORPORATION | WELLS FARGO BANK, NATIONAL ASSOCIATION You are currently viewing:
This Promissory Note involves

CEDE & CO | LUBRIZOL CORPORATION | WELLS FARGO BANK, NATIONAL ASSOCIATION

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Title: THE LUBRIZOL CORPORATION 8.875% Note due 2019
Governing Law: New York     Date: 1/27/2009
Industry: Chemical Manufacturing     Sector: Basic Materials

THE LUBRIZOL CORPORATION
8.875% Note due 2019, Parties: cede & co , lubrizol corporation , wells fargo bank  national association
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Exhibit 4.3

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.

 

 

 

No. 001

 

$500,000,000

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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Dated: January 27, 2009

 

 

 

 

 

 

THE LUBRIZOL CORPORATION
 

 

 

By:  

 

 

 

 

Name:  

Charles P. Cooley 

 

 

 

Title:  

Senior Vice President, Treasurer
and Chief Financial Officer 

 

 

[CORPORATE SEAL]

 

 

 

 

 

Attest:

 

 

 

 

 

 

 

Leslie M. Reynolds

 

 

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated: January 27, 2009

          This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

 

 

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
 

 

 

By:  

 

 

 

 

Name:  

 

 

 

 

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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