a) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and immediately after such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding...Employment Agreement • May 7th, 2003 • Lubrizol Corp • Industrial organic chemicals • Ohio
BY AND AMONGMerger Agreement • May 20th, 2004 • Lubrizol Corp • Industrial organic chemicals • Delaware
Public Debt Rating Applicable Margin for Applicable Margin for S&P/Moody's Eurodollar Rate Advances Base Rate Advances ------------------------------------------------------------------------------- Level 1 ------- BBB or Baa2 or above 0.500% 0.000%...Credit Agreement • May 5th, 2005 • Lubrizol Corp • Industrial organic chemicals • New York
WITNESSETH:Employment Agreement • November 13th, 2000 • Lubrizol Corp • Industrial organic chemicals • Ohio
Notes DueUnderwriting Agreement • November 12th, 1998 • Lubrizol Corp • Industrial organic chemicals • New York
Exhibit 10.1 EUR 250,000,000 FIVE YEAR CREDIT AGREEMENT Dated as of September 14, 2005Credit Agreement • September 16th, 2005 • Lubrizol Corp • Industrial organic chemicals • New York
AndIndenture • July 29th, 1998 • Lubrizol Corp • Industrial organic chemicals • New York
AmongCredit Agreement • June 16th, 2004 • Lubrizol Corp • Industrial organic chemicals • New York
RECITALSRights Agreement • October 1st, 1997 • Lubrizol Corp • Industrial organic chemicals • Ohio
BETWEENRights Agreement • March 4th, 2005 • Lubrizol Corp • Industrial organic chemicals • Ohio
AndIndenture • March 24th, 1999 • Lubrizol Corp • Industrial organic chemicals • New York
February 17, 1997 American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11214 RE: Amendment No. 3 to Rights Agreement Dear Sir or Madam: Pursuant to Section 26 of the Rights Agreement, dated as of October 6, 1987, between The Lubrizol...Rights Agreement • March 26th, 1997 • Lubrizol Corp • Industrial organic chemicals
BETWEENRights Agreement • August 18th, 1999 • Lubrizol Corp • Industrial organic chemicals • Ohio
EXHIBIT 99.1 The Lubrizol Corporation Underwriting AgreementUnderwriting Agreement • September 24th, 2004 • Lubrizol Corp • Industrial organic chemicals • New York
EXECUTION DRAFT ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 5th, 2006 • Lubrizol Corp • Industrial organic chemicals • Delaware
U.S. $1,075,000,000 CREDIT AGREEMENT Dated as of August 24, 2004 Among THE LUBRIZOL CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders KEYBANK NATIONAL ASSOCIATION and ABN AMRO BANK N.V. as Co- Syndication Agents WACHOVIA...Credit Agreement • February 26th, 2010 • Lubrizol Corp • Industrial organic chemicals • New York
THE LUBRIZOL CORPORATION, an Ohio corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC. and KEYBANC CAPITAL MARKETS, as co-lead arrangers and co-bookrunners, KEYBANK NATIONAL ASSOCIATION and ABN AMRO BANK N.V., as co-syndication agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as documentation agent, and CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent (the “Agent”) for the Lenders, agree as follows:
RECITALS:Resignation, Appointment and Acceptance Agreement • September 27th, 2005 • Lubrizol Corp • Industrial organic chemicals • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2011 • LUBRIZOL Corp • Industrial organic chemicals • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”), effective by and between The Lubrizol Corporation, an Ohio corporation (the “Company”), and (the “Executive”);
EUR 150,000,000 THREE YEAR CREDIT AGREEMENT Dated as of July 21, 2009 Among LUBRIZOL HOLDINGS FRANCE S.A.S. LUBRIZOL ADVANCED MATERIALS EUROPE BVBA LUBRIZOL (GIBRALTAR) LIMITED LUBRIZOL EUROPE COORDINATION CENTER BVBA as Borrowers and THE LUBRIZOL...Credit Agreement • July 22nd, 2009 • Lubrizol Corp • Industrial organic chemicals • New York
LUBRIZOL HOLDINGS FRANCE S.A.S., a French société par actions simplifée having its registered address at 25 Quai de France, 76100 Rouen, France (“Lubrizol France”), LUBRIZOL ADVANCED MATERIALS EUROPE BVBA, a besloten vennootschap met beperkte aansprakelijkheid organized under the law of Belgium and having its registered office at Nijverheidstraat 30, B-2260 Westerlo, Belgium, registered under RPR Enterprise number Turnhout 0408454528 (“Lubrizol Europe”) LUBRIZOL (GIBRALTAR) LIMITED, a limited company organized under the laws of Gibraltar having its registered address at 10/8 International Commercial Centre, Casemates Square, Gibraltar (“Lubrizol Gibraltar”) and LUBRIZOL EUROPE COORDINATION CENTER BVBA, a besloten vennootschap met beperkte aansprakelijkheid organized under the law of Belgium and having its registered office at Waversesteenweg 1945, B-1160 Oudergem, registered under RPR Enterprise number Brussels 0433.612.368 (“LECC”, and together with Lubrizol France, Lubrizol Europe an
1 EXH. 99(a)(1) STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated this 15th day of January, 1996, effective as OF January 15, 1996, is among DowElanco, an Indiana genera1 partnership ("Purchaser"), The Lubrizol Corporation, an Ohio...Stock Purchase Agreement • February 1st, 1996 • Lubrizol Corp • Miscellaneous chemical products
EMPLOYMENT AGREEMENT (Amended and Restated January 1, 2008)Employment Agreement • February 28th, 2008 • Lubrizol Corp • Industrial organic chemicals • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of January 1, 2003, by and between The Lubrizol Corporation, an Ohio corporation (the “Company”), and Charles P. Cooley (the “Executive”) and amended and restated as of January 1, 2008;
AGREEMENT AND PLAN OF MERGER by and among BERKSHIRE HATHAWAY INC. OHIO MERGER SUB, INC. and THE LUBRIZOL CORPORATION dated as of March 13, 2011Merger Agreement • March 15th, 2011 • LUBRIZOL Corp • Industrial organic chemicals • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 13, 2011, by and among Berkshire Hathaway Inc., a Delaware corporation (“Parent”), Ohio Merger Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and The Lubrizol Corporation, an Ohio corporation (the “Company”).
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • September 22nd, 2006 • Lubrizol Corp • Industrial organic chemicals • New York
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among The Lubrizol Corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Citicorp North America, Inc., as agent (the “Agent”) for the Lenders.
THE LUBRIZOL CORPORATION 2005 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENTNonstatutory Stock Option Award Agreement • February 24th, 2010 • Lubrizol Corp • Industrial organic chemicals
THIS STOCK OPTION AWARD AGREEMENT, dated this day of , 2 , (the “Grant Date”) by The Lubrizol Corporation (the “Company”) to (the “Employee”), an employee of the Company and/or a Subsidiary (as defined in the Plan).
WAIVER NO. 1 TO THE CREDIT AGREEMENTWaiver to Credit Agreement • August 5th, 2011 • LUBRIZOL Corp • Industrial organic chemicals • New York
WAIVER NO. 1 TO THE CREDIT AGREEMENT among The Lubrizol Corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.
Exhibit(10)(s) Relocation Agreement between The Lubrizol Corporation and Joe E. Hodge The Lubrizol Corporation agreed to pay the relocation expenses for Joe E. Hodge, Vice President, to move from Ohio back to his home state of Texas, at the time of...Relocation Agreement • March 1st, 2004 • Lubrizol Corp • Industrial organic chemicals
The Lubrizol Corporation agreed to pay the relocation expenses for Joe E. Hodge, Vice President, to move from Ohio back to his home state of Texas, at the time of his assignment to Ohio in 1993. His relocation back to Texas occurred December 2003. The expenses, including tax gross-ups, were approximately $107,000 and were paid using Lubrizol's relocation policy as a guide.
EMPLOYMENT AGREEMENT (Amended and Restated January 1, 2008)Employment Agreement • February 28th, 2008 • Lubrizol Corp • Industrial organic chemicals
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the date of the closing of acquisition by The Lubrizol Corporation, an Ohio Corporation of Noveon International, Inc. (“Effective Date”), by and between Lubrizol Advanced Materials, Inc., a Delaware corporation (the “Company”), and Julian Steinberg (the “Employee”), and amended and restated as of January 1, 2008;
EMPLOYMENT AGREEMENT (Amended and Restated January 1, 2008)Employment Agreement • February 28th, 2008 • Lubrizol Corp • Industrial organic chemicals • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of January 1, 2003, by and between The Lubrizol Corporation, an Ohio corporation (the “Company”), and Donald W. Bogus (the “Executive”) and amended and restated as of January 1, 2008;
WAIVER NO. 1 TO THE THREE YEAR CREDIT AGREEMENTThree Year Credit Agreement • August 5th, 2011 • LUBRIZOL Corp • Industrial organic chemicals • New York
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.
THE LUBRIZOL CORPORATION Underwriting AgreementUnderwriting Agreement • January 27th, 2009 • Lubrizol Corp • Industrial organic chemicals • New York
The Lubrizol Corporation, a corporation organized under the laws of Ohio (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture as supplemented by the first supplemental indenture (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorpor
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2007 • Lubrizol Corp • Industrial organic chemicals
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the date of the closing of acquisition by The Lubrizol Corporation, an Ohio Corporation of Noveon International, Inc. (“Effective Date”), by and between Noveon, Inc., a Delaware corporation (the “Company”), and Julian Steinberg (the “Employee”);
U.S. $150,000,000 CREDIT AGREEMENT Dated as of February 2, 2009 among THE LUBRIZOL CORPORATION as Borrower, and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and KEYBANK NATIONAL ASSOCIATION as Agent KEYBANC CAPITAL MARKETS as Joint Lead...Credit Agreement • February 5th, 2009 • Lubrizol Corp • Industrial organic chemicals • New York
THE LUBRIZOL CORPORATION, an Ohio corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, KEYBANC CAPITAL MARKETS, as joint lead arranger and sole bookrunner, PNC CAPITAL MARKETS LLC, as joint lead arranger, PNC BANK, NATIONAL ASSOCIATION, as syndication agent and, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as administrative agent (the “Agent”) for the Lenders (as defined herein), agree as follows:
U.S. $500,000,000 CREDIT AGREEMENT Dated as of July 19, 2010 Among THE LUBRIZOL CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders KEYBANK NATIONAL ASSOCIATION and THE ROYAL BANK OF SCOTLAND PLC as Co- Syndication Agents...Credit Agreement • July 22nd, 2010 • LUBRIZOL Corp • Industrial organic chemicals • New York
THE LUBRIZOL CORPORATION, an Ohio corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC. and KEYBANK NATIONAL ASSOCIATION as co-lead arrangers and co-bookrunners, KEYBANK NATIONAL ASSOCIATION and THE ROYAL BANK OF SCOTLAND PLC, as co-syndication agents, DEUTSCHE BANK SECURITIES INC. and JPMORGAN CHASE BANK, N.A., as co-documentation agents, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders, agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2007 • Lubrizol Corp • Industrial organic chemicals • Ohio
This Agreement made this ___th day of ___, ___, between The Lubrizol Corporation, an Ohio corporation (the “Company”) and ___, a director, officer, employee or representative (as hereinafter defined) of the Company (the “Indemnitee”);
EMPLOYMENT AGREEMENT (Amended and Restated December 31, 2008)Employment Agreement • February 27th, 2009 • Lubrizol Corp • Industrial organic chemicals • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of January 1, 2003, by and between The Lubrizol Corporation, an Ohio corporation (the “Company”), and Donald W. Bogus (the “Executive”), amended and restated as of January 1, 2008 and further amended and restated as of December 31, 2008;
