Item 1.01 Entry Into a Material Definitive Agreement.
a. The Lubrizol Corporation (the "Company") entered into Letter Amendment No. 3 dated as of March 4, 2009 ("Amendment No. 3") to the Credit Agreement dated as of August 24, 2004, among the Company, Citigroup North America, Inc., as agent, and the banks, financial institutions and lenders named therein, as amended and restated as of March 29, 2005, and as further amended as of August 23, 2005 and September 20, 2006 (such Credit Amendment, as so amended and restated, the "Credit Agreement"). The Credit Agreement was amended to revise the covenant relating to the Debt/EBITDA ratio so that the Company's 4.625% senior notes due October 1, 2009 (the "2009 Notes") are now excluded from the calculation of Consolidated Debt (as defined in the Credit Agreement) to the extent there are cash and cash equivalents held by the Company in an amount sufficient to repay the 2009 Notes. No other provisions of the Credit Agreement were amended.
b. Lubrizol Holdings France S.A.S. (formerly known as Noveon Holdings France S.A.S.) and Lubrizol Advanced Materials Europe BVBA (formerly known as Noveon Europe BVBA) (collectively, the "Borrowers"), wholly owned indirect subsidiaries of the Company, entered into Letter Amendment No. 2 dated as of March 4, 2009 ("Amendment No. 2") to the Five Year Credit Agreement dated as of September 14, 2005, among the Borrowers, the Company, as guarantor, ABN AMRO Bank N.V., as agent, and the initial lenders named therein, as amended September 20, 2006 (such Five Year Credit Agreement, as so amended, the "Euro Credit Agreement"). Pursuant to Amendment No. 2, the covenant relating to the Debt/EBITDA ratio was revised so that the 2009 Notes are now excluded from the calculation of Consolidated Debt (as defined in the Euro Credit Agreement) to the extent there are cash and cash equivalents held by the Company in an amount sufficient to repay the 2009 Notes. No other provisions of the Euro Credit Agreement were amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
4.1 Letter Amendment No. 3 dated March 4, 2009, to the Credit Agreement dated as of August 24, 2004, among The Lubrizol Corporation, Citigroup North America, Inc., as agent, and the banks, financial institutions and other institutional lenders named therein, as amended and restated as of March 29, 2005, and as further amended as of August 23, 2005 and September 20, 2006.

4.2 Letter Amendment No. 2 dated March 4, 2009, to the Five Year Credit Agreement dated as of September 14, 2005 among Lubrizol Holdings France S.A.S. and Lubrizol Advanced Materials Europe BVBA, The Lubrizol Corporation, ABN AMRO Bank N.V. as agent and the lenders named therein, as amended as of September 20, 2006.

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