WAIVER NO. 1 TO THE
THREE YEAR CREDIT AGREEMENT
WAIVER NO. 1 TO THE THREE YEAR CREDIT AGREEMENT among Lubrizol Holdings France S.A.S., Lubrizol Advanced Materials Europe BVBA, Lubrizol (Gibraltar) Limited and Lubrizol Europe Coordination Center BVBA (collectively, the “ Borrowers ”), The Lubrizol Corporation (the “Guarantor”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and The Royal Bank of Scotland plc, as administrative agent (the “ Agent ”) for the Lenders.
SECTION 1. Waivers . Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, Sections 5.02(b) and 6.01(g) of the Credit Agreement are hereby waived, solely with respect to (x) the acquisition by Berkshire, directly or indirectly, of 100% of the Voting Stock of the Guarantor and (y) the election or designation by Berkshire of individuals who collectively would constitute a majority of the board of directors of the Guarantor as directors of the Guarantor.
SECTION 2. Conditions of Effectiveness . This Waiver shall become effective as of the date first above written when, and only when the Agent shall have received counterparts of this Waiver executed by the Guarantor and the Required Lenders. This Waiver is subject to the provisions of Section 9.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Guarantor . The Guarantor represents and warrants that the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the date hereof and, other than as specifically waived in this Waiver, no event has occurred and is continuing that constitutes a Default.
SECTION 4. Effect on the Credit Agreement and the Loan Documents . (a) The Credit Agreement and the Loan Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
SECTION 5. Costs and Expenses . The Guarantor 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 Waiver 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 Credit Agreement.
SECTION 6. Execution in Counterparts . This Waiver 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 Waiver by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Waiver.
SECTION 7. Governing Law . This Waiver shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their respective officers thereunto duly authorized, as of the date first above written.