8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 4, 2009

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))

TABLE OF CONTENTS

	Item 1.01 Entry Into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-4.1
EX-4.2

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.

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: March 10, 2009
	By:	/s/ Leslie M. Reynolds
		Name:	Leslie M. Reynolds
		Title:	Corporate Secretary and Counsel

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EX-4.1

Exhibit 4.1

EXECUTION COPY

LETTER AMENDMENT

Dated as of March 4, 2009

To the banks, financial institutions
and other institutional lenders
(collectively, the “Lenders”) parties
to the Credit Agreement referred to
below and to Citicorp North America, Inc., as agent
(the “Agent”) for the Lenders

Ladies and Gentlemen:

          We refer to the Credit Agreement dated as of August 24, 2004, as amended and restated as of March 29, 2005, and as further amended as of August 23, 2005 and as of September 20, 2006 (such Credit Agreement, as so amended, the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

          It is hereby agreed by you and us as follows:

          Effective as of the date of this Letter Amendment, Section 5.03(a) of the Credit Agreement is hereby amended in full to read as follows:

     (a) Debt/EBITDA Ratio. Maintain a ratio of Consolidated Debt to Consolidated EBITDA for the period of twelve months most recently ended on or prior to the last day of each fiscal quarter of not greater than 3.50 : 1.00; provided, however, to the extent that the Company has cash or cash equivalents on hand in an amount sufficient for the payment thereof, the outstanding 4.625% senior notes due October 1, 2009 to be repaid by the Company shall be excluded from the calculation of Consolidated Debt for all reporting periods prior to October 1, 2009.

          The Company hereby acknowledges that, pursuant to Section 5.01(h)(vi) of the Credit Agreement, the Lenders have requested that the delivery of the quarterly financial statements for the fiscal quarter ending September 30, 2009 shall be accompanied by a certification by the chief financial officer of the Company that the 4.625% senior notes due October 1, 2009 were in fact repaid on or before October 1, 2009.

          This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders. This Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

          The Company represents and warrants that, as of the date hereof, the representations and warranties contained in Section 4.01 (other than the representation set forth in the last sentence of Section 4.01(e)) of the Credit Agreement are correct and no Default has occurred and is continuing.

          On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.

          The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

          If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022.

          This Letter Amendment 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 one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

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          This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours, THE LUBRIZOL CORPORATION
By:	/s/ Charles P. Cooley III
	Title:	Senior Vice President, Treasurer and Chief Financial Officer
By:	/s/ Greg D. Taylor
	Title:	Vice President Planning, Development and Communications

Agreed as of the date first above written:
CITICORP NORTH AMERICA, INC., as Agent and as Lender
By	/s/ Joronne Jeter
	Title:	Vice President
ABN AMRO BANK, NV
By	/s/ Michele Costello
	Title:	Director
By	/s/ Suneel Gill
	Title:	Assistant Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD
By	/s/ Victor Pierzchalski
	Title:	Authorized Signer
CALYON NEW YORK BRANCH
By	/s/ Blake Wright
	Title:	Managing Director
By	/s/ Joseph Philbin
	Title:	Director

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DEUTSCHE BANK AG NEW YORK BRANCH
By	/s/ Marcus Tarkington
	Title:	Director
By	/s/ Rainer Meier
	Title:	Director
FIFTH THIRD BANK
By	/s/ R. C. Lanctot
	Title:	Vice President
FORTIS CAPITAL CORP.
By	/s/ John Spillane
	Title:	Vice President
By	/s/ John W. Deegan
	Title:	Director & Group Head
KEYBANK NATIONAL ASSOCIATION
By	/s/ Brian Fox
	Title:	Vice President
MIZUHO CORPORATE BANK, LTD.
By	/s/ Leon Mo
	Title:	Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By	/s/ Joseph G. Moran
	Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC
By	/s/ Bhavin Shah
	Title:	Managing Director

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U.S. BANK NATIONAL ASSOCIATION
By	/s/ Kenneth R. Fieler
	Title:	Assistant Vice President
WACHOVIA BANK, N.A. A WELLS FARGO COMPANY
By	/s/ Barbara Van N Feertan
	Title:	Director
WELLS FARGO BANK, N.A.
By	/s/ Steven Buehler
	Title:	Senior Relationship Manager

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EX-4.2

Exhibit 4.2

EXECUTION COPY

LETTER AMENDMENT

Dated as of March 4, 2009

To the banks, financial institutions
and other institutional lenders
(collectively, the “Lenders”) parties
to the Credit Agreement referred to
below and to ABN AMRO Bank N.V., as agent
(the “Agent”) for the Lenders

Ladies and Gentlemen:

          We refer to the Five Year Credit Agreement dated as of September 14, 2005, as amended September 20, 2006 (the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

          It is hereby agreed by you and us as follows:

          Effective as of the date of this Letter Amendment, Section 5.03(a) of the Credit Agreement is hereby amended in full to read as follows:

     (a) Debt/EBITDA Ratio. Maintain a ratio of Consolidated Debt to Consolidated EBITDA for the period of twelve months most recently ended on or prior to the last day of each fiscal quarter of not greater than 3.50 : 1.00; provided, however, to the extent that the Guarantor has cash or cash equivalents on hand in an amount sufficient for the payment thereof, the outstanding 4.625% senior notes due October 1, 2009 to be repaid by the Guarantor shall be excluded from the calculation of Consolidated Debt for all reporting periods prior to October 1, 2009.

          The Guarantor hereby acknowledges that, pursuant to Section 5.01(h)(vi) of the Credit Agreement, the Lenders have requested that the delivery of the quarterly financial statements for the fiscal quarter ending September 30, 2009 shall be accompanied by a certification by the chief financial officer of the Guarantor that the 4.625% senior notes due October 1, 2009 were in fact repaid on or before October 1, 2009.

          This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders. This Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

          The Guarantor represents and warrants that, as of the date hereof, the representations and warranties contained in Section 4.01 (other than the representation set forth in the last sentence of Section 4.01(e)) of the Credit Agreement are correct and no Default has occurred and is continuing.

          On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit

Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.

          The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

          If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022.

          This Letter Amendment 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 one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

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          This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours, LUBRIZOL HOLDINGS FRANCE S.A.S. (formerly known as NOVEON HOLDINGS FRANCE S.A.S.), as Borrower
By	/s/ Charles P. Cooley III
	Name:	Charles P. Cooley III
	Title:	Director General
On behalf of LUBRIZOL ADVANCED MATERIALS EUROPE BVBA (formerly known as NOVEON EUROPE BVBA), as Borrower
By	/s/ Eric R. Schnur
	Name:	Eric R. Schnur
	Title:	Manager
THE LUBRIZOL CORPORATION, as Guarantor
By	/s/ Charles P. Cooley III
	Name:	Charles P. Cooley III
	Title:	Senior Vice President, Treasurer and Chief Financial Officer
By	/s/ Greg D. Taylor
	Name:	Greg D. Taylor
	Title:	Vice President Planning, Development and Communications

Agreed as of the date first above written:
ABN AMRO BANK N.V., as Agent and as Lender
By	/s/ Allen R. Broyles
	Title:	Director
By	/s/ Maria T. Vanderwarren
	Title:	Assistant Vice President

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CALYON NORMANDIE BEAUCE BRANCH
By	/s/ Amelie Firmin
	Title:	Relationship Manager
By	/s/ Alexis Quiot
	Title:	Director
CITIBANK INTERNATIONAL PLC
By	/s/ Paul Gibbs
	Title:	Delegated Signatory
CITIBANK, N.A. (LONDON BRANCH)
By	/s/ Paul Gibbs
	Title:	Delegated Signatory
DEUTSCHE BANK AG NEW YORK BRANCH
By	/s/ Marcus Tarkington
	Title:	Director
By	/s/ Rainer Meier
	Title:	Director
THE BANK OF TOKYO-MITSUBISHI, LTD.
By	/s/ A.C. Trenouth
	Title:	Executive Vice President
THE ROYAL BANK OF SCOTLAND PLC
By	/s/ Bhavin Shah
	Title:	Managing Director

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