LETTER AMENDMENT

Exhibit 10.2

LETTER AMENDMENT

Dated as of September 20, 2006

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 Credit Agreement dated as of September 14, 2005 (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:

          You have indicated your willingness, on the terms and conditions stated below, to so agree. Accordingly, it is hereby agreed by you and us as follows:

          The Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows:

          Section 5.02 is amended by deleting subsection (d) thereof and substituting therefor the following subsection (d):

          “(d) [Reserved.]”

          Section 9.02(a) is amended by deleting the phrase “and if to the Agent, at its address at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Agency Services;” and substituting therefor the following phrase:

          “and if to the Agent, at its address at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, Attention: Xxxxxxxxx Xxxxxx;”

          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 or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Amendment. This Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

          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

2

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 any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

          If you agree to the terms and provisions hereof, please evidence such agreement by executing this Letter Amendment and sending a facsimile of a signature page to Xxxxxxxxx Xxxxxx of ABN AMRO Bank N.V. at x00 (0)00 0000 0000, and returning at least two counterparts of the executed Letter Agreement to Xxxxxxxxx Xxxxxx at ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx.

          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.

          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/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	President
	On behalf of NOVEON EUROPE BVBA, as Borrower
	By	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Manager
		Capacity:
	THE LUBRIZOL CORPORATION, as Guarantor
	By	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	SVP and Chief Financial Officer
	By	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Vice President

Agreed as of the date first above written:

ABN AMRO Bank N.V., as Agent and as Lender
By	/s/ Xxxxxxxxx X. Xxxxx
	Name:	Xxxxxxxxx X. Xxxxx
	Title:	Managing Director
By	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice-President

[NAME OF LENDER]
 

By  

Title: 

[Etc.]