-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ekb+OaOufVLH6b+jRM7uuzCVJ4YtF4pbl3LV9SYNofMJd1MRfX9aDRi/x0iODbuI d1dW17eCG3GAB6sT2KHTQw== 0000950152-05-007842.txt : 20050927 0000950152-05-007842.hdr.sgml : 20050927 20050927155552 ACCESSION NUMBER: 0000950152-05-007842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050923 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050927 DATE AS OF CHANGE: 20050927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05263 FILM NUMBER: 051105456 BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 2169434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 8-K 1 l16178ae8vk.htm THE LUBRIZOL CORPORATION 8-K The Lubrizol Corp. 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 23, 2005
THE LUBRIZOL CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-5263   34-0367600
         
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
29400 Lakeland Boulevard, Wickliffe, Ohio   44092-2298
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (440) 943-4200
Not Applicable
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 8.01. Other Events.
            Effective on September 23, 2005, The Lubrizol Corporation (the “Company”) entered into an Agreement of Resignation, Appointment and Acceptance dated as of September 23, 2005 by and among the Company, J.P. Morgan Trust Company, National Association as resigning trustee, and Wells Fargo Bank, N.A. as successor trustee, with respect to the Company’s 7.25% debentures due June 15, 2025. These debentures are outstanding pursuant to the Company’s Amended and Restated Indenture dated as of September 28, 2004 (originally dated June 1, 1995) (the “1995 Indenture”).
            Also effective on September 23, 2005, the Company entered into an Agreement of Resignation, Appointment and Acceptance dated as of September 23, 2005 by and among the Company, J.P. Morgan Trust Company, National Association as resigning trustee, and Wells Fargo Bank, N.A. as successor trustee, with respect to the Company’s 5.875% debentures due December 1, 2008. These debentures are outstanding pursuant to the Company’s Amended and Restated Indenture dated as of September 28, 2004 (originally dated November 25, 1998) (the “1998 Indenture”).
            Pursuant to these agreements, Wells Fargo Bank, N.A. has become vested with all the rights, powers, duties and obligations of a trustee under the 1995 Indenture and 1998 Indenture.
Item 9.01. Financial Statements and Exhibits.
     (c) Exhibits. The following exhibits are filed herewith:
  99.1   Agreement of Resignation, Appointment and Acceptance dated as of September 23, 2005 by and among The Lubrizol Corporation, J.P. Morgan Trust Company, National Association, and Wells Fargo Bank, N.A. (7.25% debentures due June 15, 2025)
 
  99.2   Agreement of Resignation, Appointment and Acceptance dated as of September 23, 2005 by and among The Lubrizol Corporation, J.P. Morgan Trust Company, National Association, and Wells Fargo Bank, N.A. (5.875% debentures due December 1, 2008)

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  THE LUBRIZOL CORPORATION


Date September 27, 2005
 		  
  By:   /s/ Leslie M. Reynolds    
    Name:   Leslie M. Reynolds   
    Title:   Corporate Secretary and Counsel   
 

 

EX-99.1 2 l16178aexv99w1.txt EX-99.1 AGREEMENT WITH RESPECT TO 7.25% DEBENTURES EXHIBIT 99.1 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE dated as of September 23, 2005 (this "Agreement") by and among The Lubrizol Corporation, a corporation duly organized and existing under the laws of the State of Ohio and having a place of business at 29400 Lakeland Blvd., Wickliffe, Ohio 44092 (the "Company"), J.P. Morgan Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a principal corporate trust office at 227 West Monroe Street, Chicago, Illinois 60606 (the "Resigning Trustee"), and Wells Fargo Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a principal corporate trust office at MAC E2616-293, 29th Floor, 230 W. Monroe Street, Chicago, IL 60606-4703 (the "Successor Trustee"). RECITALS: WHEREAS, there are presently outstanding under the Amended and Restated Indenture dated as of September 28, 2004 (as amended and supplemented from time to time, the "Indenture") between the Company, certain Subsidiary Guarantors and the Resigning Trustee, $100,000,000 aggregate principal amount of 7.25% % debentures due June 15, 2025; WHEREAS, Section 6.10 of the Indenture provides that the Trustee may at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof to Holders of Securities as required by such Section 6.10, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee; WHEREAS, Section 6.11 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall execute, acknowledge and deliver to the Company and to the retiring trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the retiring trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the retiring trustee; WHEREAS, the Resigning Trustee has given written notice to the Company that it is resigning as Trustee under the Indenture; WHEREAS, the Company desires to have the Successor Trustee appointed as Trustee to succeed the Resigning Trustee under the Indenture; and WHEREAS, the Successor Trustee is willing to accept such appointment as Trustee under the Indenture. NOW, THEREFORE, the Company, the Resigning Trustee and the Successor Trustee, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows: ARTICLE ONE THE RESIGNING TRUSTEE SECTION 101. Pursuant to Section 6.10 of the Indenture, the Resigning Trustee hereby notifies the Company that the Resigning Trustee is hereby resigning as Trustee under the Indenture effective as of the date hereof. SECTION 102. The Resigning Trustee hereby represents and warrants to the Successor Trustee that: (a) No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or by the Holders of the percentage in aggregate principal amount of the Securities required by the applicable Indenture to affect any such waiver. (b) There is no action, suit or proceeding pending or, to the best of the knowledge of its Responsible Officers (as defined in the Indenture), threatened against the Resigning Trustee before any court or any governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture. (c) This Agreement has been duly authorized, executed and delivered on behalf of the Resigning Trustee and, assuming it is duly authorized, executed and delivered by the other parties hereto, constitutes the legal, valid and binding obligation of the Resigning Trustee. (d) It assumes continued responsibility for its actions or omissions during its term as Trustee under the Indenture. (e) The Resigning Trustee has made, or promptly will make, available to the Successor Trustee originals, if available, or copies in its possession, of all documents relating to the Securities and all information in the possession of its corporate trust department relating to the administration and status of the Securities; provided, however, that any material that the Resigning Trustee deems proprietary or confidential or subject to the attorney-client privilege shall not be provided to the Successor Trustee. SECTION 103. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the trusts under the Indenture, and all the rights, powers, trusts, duties and obligations of the Resigning Trustee under the Indenture and all properties and monies held by such Resigning Trustee under the Indenture, if any; provided, that the Successor Trustee shall have no liability or responsibility under the Indenture, any related agreement or otherwise for any period prior to the date of this Agreement or for any act or omission of the Resigning Trustee (in its individual capacity, as Trustee, Security Registrar, Paying Agent or otherwise) under or in connection with the Indenture or any related agreement. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee under the Indenture. 2 SECTION 104. The Resigning Trustee shall deliver to the Successor Trustee on, or immediately after, the effective date hereof, all the documents listed on Exhibit A hereto. SECTION 105. Promptly after the execution and delivery of this Agreement, the Company shall cause a notice, substantially in the form of Exhibit B annexed hereto, to be provided in accordance with the provisions of Section 6.11 of the Indenture. ARTICLE TWO THE COMPANY SECTION 201. The Company hereby accepts the resignation of the Resigning Trustee as Trustee under the Indenture. SECTION 202. Pursuant to Section 6.10 of the Indenture, the Company hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers, trusts, duties and obligations of the Resigning Trustee under the Indenture and with respect to all properties and monies held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. SECTION 203. The Company hereby represents and warrants to the Resigning Trustee and the Successor Trustee that: (a) The Company is a corporation duly and validly organized and existing pursuant to the laws of the State of Ohio. (b) The Indenture was validly and lawfully executed and delivered by the Company and the Securities were validly issued by the Company. (c) This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation. (d) All conditions precedent relating to the appointment of the Successor Trustee as Trustee under the Indenture have been complied with by the Company and a valid written instrument executed by authority of the Company's Board of Directors, approving the resignation of the Resigning Trustee, and appointing the Successor Trustee has been delivered respectively to the Resigning Trustee and the Successor Trustee. SECTION 204. The Company hereby certifies that the person signing this Agreement on behalf of the Company is authorized to, among other things: (a) accept the Resigning Trustee's resignation as Trustee under the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be 3 necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the Indenture. SECTION 205. The Company hereby acknowledges and accepts the fee schedule of the Successor Trustee for the Indenture attached hereto as Exhibit C. ARTICLE THREE THE SUCCESSOR TRUSTEE SECTION 301. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Company that this Agreement has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid and binding obligation. The Successor Trustee further represents and warrants to the Company that it is qualified and eligible to serve as Trustee under Section 6.9 the Indenture and Section 310(b) of the Trust Indenture Act of 1939, as amended, as in effect on the date hereof. SECTION 302. Pursuant to Section 6.11 of the Indenture, the Successor Trustee hereby accepts its appointment as Trustee under the Indenture and accepts the rights, powers, trusts, duties and obligations of the Resigning Trustee as Trustee under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee under the Indenture, subject, nonetheless, to the proviso in the first sentence of Section 103 hereof. SECTION 303. References in the Indenture to the office of the Trustee or other similar terms shall be deemed to refer to the Corporate Trust Office of the Successor Trustee at MAC E2616-293, 29th Floor, 230 W. Monroe St., Chicago, IL 60606-4703 or any other office of the Successor Trustee at which, at any particular time, its corporate trust business shall be administered. ARTICLE FOUR MISCELLANEOUS SECTION 401. Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 402. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the execution and delivery hereof by each of the parties hereto. SECTION 403. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 4 SECTION 404. This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 405. Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under Section 6.6 of the Indenture to compensate and reimburse the Resigning Trustee in connection with its prior trusteeship under the Indenture. SECTION 406. All notices, demands, requests or other communications required to be given pursuant to the terms of the Indenture shall be provided pursuant to the terms thereof to the Successor Trustee, pursuant to the following instructions or to such other address, as it may communicate in accordance herewith or with the Indenture: TO THE COMPANY The Lubrizol Corporation Attention: Treasurer 29400 Lakeland Boulevard Wickliffe, Ohio 44092 Fax: 440-347-1429 Tel: 440-347-5277 TO THE RESIGNING TRUSTEE J.P. Morgan Trust Company, National Association 227 West Monroe Street, 26th Floor Chicago, Illinois 60606 Attn: Janice Ott Rotunno, Institutional Trust Services Fax: (312) 267-5207 Tel: (312) 267-5022 TO THE SUCCESSOR TRUSTEE Wells Fargo Bank, N.A. MAC E2616-293 29th Floor 230 W. Monroe St. Chicago, IL 60606-4703 Michael T. Lechner Vice President Fax: 312-726-2158 Tel: 312-781-0724 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written. THE LUBRIZOL CORPORATION By /s/ Charles P. Cooley --------------------------------- Name: Charles P. Cooley Title: Sr. Vice President and CFO By /s/ Rosanne S. Potter --------------------------------- Name: Rosanne S. Potter Title: Treasurer J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Resigning Trustee By Janice Ott Rotunno --------------------------------- Name: Janice Ott Rotunno Title: V.P. WELLS FARGO BANK, N.A., as Successor Trustee By /s/ Michael T. Lechner --------------------------------- Name: Michael T. Lechner Title: Vice President EXHIBIT A DOCUMENTS TO BE DELIVERED TO SUCCESSOR TRUSTEE Documents to be delivered to the Successor Trustee (to the best of the ability of the Resigning Trustee): 1. Executed copy of the Indenture and all amendments and supplements thereto. 2. File of closing documents. 3. Copies of the most recent of each of the SEC reports delivered by the Company pursuant to Section 4.3 of the Indenture, if any. 4. A copy of the most recent compliance certificate delivered by the Company pursuant to Section 3.5 of the Indenture, if any. 5. Copies of any official notices sent by the Resigning Trustee to all the Holders of the Securities pursuant to the terms of the Indenture during the past twelve months and a copy of the most recent Trustee's annual report to Holders, if any. EXHIBIT B NOTICE TO THE HOLDERS OF THE 7.25% Debentures, Cusip #548271AA2 Due June 15, 2025 Issued by The Lubrizol Corporation (the "Securities") Re: Resignation of Trustee and Appointment of Successor Trustee Ladies and Gentlemen: Effective September 23, 2005, J.P. Morgan Trust Company, National Association has resigned as trustee with respect to the Securities issued under the Amended and Restated Indenture dated as of September 28, 2004 (the "Indenture"). Effective immediately, Wells Fargo Bank, N.A. has been appointed successor trustee with respect to the Securities issued under the Indenture. The Corporate Trust Office of the Successor Trustee is: Wells Fargo Bank, N.A. MAC E2616-293 29th Floor 230 W. Monroe Street Chicago, IL 60606-4703 This office will be the Corporate Trust Office for all purposes under the Indenture. This notice is given pursuant to Section 6.11 of the Indenture. THE LUBRIZOL CORPORATION Date: September 23, 2005 EXHIBIT C SCHEDULE OF TRUSTEE FEES TO ACT AS TRUSTEE WITH RESPECT TO 7.25% DEBENTURES DUE JUNE 15, 2025 EX-99.2 3 l16178aexv99w2.txt EX-99.2 AGREEMENT WITH RESPECT TO 5.875% DEBENTURES EXHIBIT 99.2 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE dated as of September 23, 2005 (this "Agreement") by and among The Lubrizol Corporation, a corporation duly organized and existing under the laws of the State of Ohio and having a place of business at 29400 Lakeland Blvd., Wickliffe, Ohio 44092 (the "Company"), J.P. Morgan Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a principal corporate trust office at 227 West Monroe Street, Chicago, Illinois 60606 (the "Resigning Trustee"), and Wells Fargo Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a principal corporate trust office at MAC E2616-293, 29th Floor, 230 W. Monroe Street, Chicago, IL 60606-4703 (the "Successor Trustee"). RECITALS: WHEREAS, there are presently outstanding under the Amended and Restated Indenture dated as of September 28, 2004 (as amended and supplemented from time to time, the "Indenture") between the Company, certain Subsidiary Guarantors and the Resigning Trustee, $200,000,000 aggregate principal amount of 5.875% debentures due December 1, 2008; WHEREAS, Section 6.10 of the Indenture provides that the Trustee may at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof to Holders of Securities as required by such Section 6.10, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee; WHEREAS, Section 6.11 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall execute, acknowledge and deliver to the Company and to the retiring trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the retiring trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the retiring trustee; WHEREAS, the Resigning Trustee has given written notice to the Company that it is resigning as Trustee under the Indenture; WHEREAS, the Company desires to have the Successor Trustee appointed as Trustee to succeed the Resigning Trustee under the Indenture; and WHEREAS, the Successor Trustee is willing to accept such appointment as Trustee under the Indenture. NOW, THEREFORE, the Company, the Resigning Trustee and the Successor Trustee, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows: ARTICLE ONE THE RESIGNING TRUSTEE SECTION 101. Pursuant to Section 6.10 of the Indenture, the Resigning Trustee hereby notifies the Company that the Resigning Trustee is hereby resigning as Trustee under the Indenture effective as of the date hereof. SECTION 102. The Resigning Trustee hereby represents and warrants to the Successor Trustee that: (a) No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or by the Holders of the percentage in aggregate principal amount of the Securities required by the applicable Indenture to affect any such waiver. (b) There is no action, suit or proceeding pending or, to the best of the knowledge of its Responsible Officers (as defined in the Indenture), threatened against the Resigning Trustee before any court or any governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture. (c) This Agreement has been duly authorized, executed and delivered on behalf of the Resigning Trustee and, assuming it is duly authorized, executed and delivered by the other parties hereto, constitutes the legal, valid and binding obligation of the Resigning Trustee. (d) It assumes continued responsibility for its actions or omissions during its term as Trustee under the Indenture. (e) The Resigning Trustee has made, or promptly will make, available to the Successor Trustee originals, if available, or copies in its possession, of all documents relating to the Securities and all information in the possession of its corporate trust department relating to the administration and status of the Securities; provided, however, that any material that the Resigning Trustee deems proprietary or confidential or subject to the attorney-client privilege shall not be provided to the Successor Trustee. SECTION 103. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the trusts under the Indenture, and all the rights, powers, trusts, duties and obligations of the Resigning Trustee under the Indenture and all properties and monies held by such Resigning Trustee under the Indenture, if any; provided, that the Successor Trustee shall have no liability or responsibility under the Indenture, any related agreement or otherwise for any period prior to the date of this Agreement or for any act or omission of the Resigning Trustee (in its individual capacity, as Trustee, Security Registrar, Paying Agent or otherwise) under or in connection with the Indenture or any related agreement. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee under the Indenture. 2 SECTION 104. The Resigning Trustee shall deliver to the Successor Trustee on, or immediately after, the effective date hereof, all the documents listed on Exhibit A hereto. SECTION 105. Promptly after the execution and delivery of this Agreement, the Company shall cause a notice, substantially in the form of Exhibit B annexed hereto, to be provided in accordance with the provisions of Section 6.11 of the Indenture. ARTICLE TWO THE COMPANY SECTION 201. The Company hereby accepts the resignation of the Resigning Trustee as Trustee under the Indenture. SECTION 202. Pursuant to Section 6.10 of the Indenture, the Company hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers, trusts, duties and obligations of the Resigning Trustee under the Indenture and with respect to all properties and monies held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. SECTION 203. The Company hereby represents and warrants to the Resigning Trustee and the Successor Trustee that: (a) The Company is a corporation duly and validly organized and existing pursuant to the laws of the State of Ohio. (b) The Indenture was validly and lawfully executed and delivered by the Company and the Securities were validly issued by the Company. (c) This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation. (d) All conditions precedent relating to the appointment of the Successor Trustee as Trustee under the Indenture have been complied with by the Company and a valid written instrument executed by authority of the Company's Board of Directors, approving the resignation of the Resigning Trustee, and appointing the Successor Trustee has been delivered respectively to the Resigning Trustee and the Successor Trustee. SECTION 204. The Company hereby certifies that the person signing this Agreement on behalf of the Company is authorized to, among other things: (a) accept the Resigning Trustee's resignation as Trustee under the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be 3 necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the Indenture. SECTION 205. The Company hereby acknowledges and accepts the fee schedule of the Successor Trustee for the Indenture attached hereto as Exhibit C. ARTICLE THREE THE SUCCESSOR TRUSTEE SECTION 301. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Company that this Agreement has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid and binding obligation. The Successor Trustee further represents and warrants to the Company that it is qualified and eligible to serve as Trustee under Section 6.9 the Indenture and Section 310(b) of the Trust Indenture Act of 1939, as amended, as in effect on the date hereof. SECTION 302. Pursuant to Section 6.11 of the Indenture, the Successor Trustee hereby accepts its appointment as Trustee under the Indenture and accepts the rights, powers, trusts, duties and obligations of the Resigning Trustee as Trustee under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee under the Indenture, subject, nonetheless, to the proviso in the first sentence of Section 103 hereof. SECTION 303. References in the Indenture to the office of the Trustee or other similar terms shall be deemed to refer to the Corporate Trust Office of the Successor Trustee at MAC E2616-293, 29th Floor, 230 W. Monroe St., Chicago, IL 60606-4703 or any other office of the Successor Trustee at which, at any particular time, its corporate trust business shall be administered. ARTICLE FOUR MISCELLANEOUS SECTION 401. Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 402. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the execution and delivery hereof by each of the parties hereto. SECTION 403. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 4 SECTION 404. This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. SECT10N 405. Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under Section 6.6 of the Indenture to compensate and reimburse the Resigning Trustee in connection with its prior trusteeship under the Indenture. SECTION 406. All notices, demands, requests or other communications required to be given pursuant to the terms of the Indenture shall be provided pursuant to the terms thereof to the Successor Trustee, pursuant to the following instructions or to such other address, as it may communicate in accordance herewith or with the Indenture: TO THE COMPANY The Lubrizol Corporation Attention: Treasurer 29400 Lakeland Boulevard Wickliffe, Ohio 44092 Fax: 440-347-1429 Tel: 440-347-5277 TO THE RESIGNING TRUSTEE J.P. Morgan Trust Company, National Association 227 West Monroe Street, 26th Floor Chicago, Illinois 60606 Attn: Janice Ott Rotunno, Institutional Trust Services Fax: 312-267-5207 Tel: 312-267-5022 TO THE SUCCESSOR TRUSTEE Wells Fargo Bank, N.A. MAC E2616-293 29th Floor 230 W. Monroe St. Chicago, IL 60606-4703 Michael T. Lechner Vice President Fax: 312-726-2158 Tel: 312-781-0724 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written. THE LUBRIZOL CORPORATION By /s/ Charles P. Cooley ------------------------------------- Name: Charles P. Cooley Title: Sr. Vice President and CFO By /s/ Rosanne S. Potter ------------------------------------- Name: Rosanne S. Potter Title: Treasurer J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Resigning Trustee By /s/ Janice Ott Rotunno ------------------------------------- Name: Janice Ott Rotunno Title: V.P. WELLS FARGO BANK, N.A., as Successor Trustee By /s/ Michael T. Lechner ------------------------------------- Name: Michael T. Lechner Title: Vice President EXHIBIT A DOCUMENTS TO BE DELIVERED TO SUCCESSOR TRUSTEE Documents to be delivered to the Successor Trustee (to the best of the ability of the Resigning Trustee): 1. Executed copy of the Indenture and all amendments and supplements thereto. 2. File of closing documents. 3. Copies of the most recent of each of the SEC reports delivered by the Company pursuant to Section 4.3 of the Indenture, if any. 4. A copy of the most recent compliance certificate delivered by the Company pursuant to Section 3.5 of the Indenture, if any. 5. Copies of any official notices sent by the Resigning Trustee to all the Holders of the Securities pursuant to the terms of the Indenture during the past twelve months and a copy of the most recent Trustee's annual report to Holders, if any. EXHIBIT B NOTICE TO THE HOLDERS OF THE 5.875% Notes Due December 1, 2008 Cusip # 549271AC8 Issued by The Lubrizol Corporation (the "Securities") Re: Resignation of Trustee and Appointment of Successor Trustee Ladies and Gentlemen: Effective September 23, 2005, J.P. Morgan Trust Company, National Association has resigned as trustee with respect to the Securities issued under the Amended and Restated Indenture dated as of September 28, 2004 (the "Indenture"). Effective immediately, Wells Fargo Bank, N.A. has been appointed successor trustee with respect to the Securities issued under the Indenture. The Corporate Trust Office of the Successor Trustee is: Wells Fargo Bank, N.A. MAC E2616-293 29th Floor 230 W. Monroe Street Chicago, IL 60606-4703 This office will be the Corporate Trust Office for all purposes under the Indenture. This notice is given pursuant to Section 6.11 of the Indenture. THE LUBRIZOL CORPORATION Date: September 23, 2005 EXHIBIT C SCHEDULE OF TRUSTEE FEES TO ACT AS TRUSTEE WITH RESPECT TO 5.875% NOTES DUE DECEMBER 1, 2008 -----END PRIVACY-ENHANCED MESSAGE-----