EXHIBIT 99.5
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. C-1 $300,000,000
CUSIP No. 549271AF1
THE LUBRIZOL CORPORATION
6.5% Senior Debentures due October 1, 2034
The Lubrizol Corporation, an Ohio corporation (hereinafter called
the "Company," which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Three Hundred Million United States
Dollars ($300,000,000) on October 1, 2034 (the "Maturity Date"), unless
previously redeemed, and to pay interest thereon from September 28, 2004 or from
the most recent interest payment date to which interest has been paid or duly
provided for, payable semiannually on April 1 and October 1 in each year (each,
an "Interest Payment Date"), commencing April 1, 2005, at the rate of 6.5% per
annum, until the principal hereof is paid or duly made available for payment.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more predecessor securities) is
registered at the
close of business on the regular record date for such interest, which shall be
March 15 or September 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof
on the relevant regular record date by virtue of having been such Holder, and
may be paid to the Person in whose name this Security (or one or more
predecessor securities) is registered at the close of business on a subsequent
special record date (which shall be not more than 15 days and not less than 10
days before the payment date) for the payment of such defaulted interest to be
fixed by the Trustee, notice whereof shall be given to the Holders of Securities
of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. If any Interest Payment Date or the Maturity Date
falls on a day that is not a Business Day, the required payment shall be made on
the next Business Day as if it were made on the date such payment was due and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be, to such
next Business Day. Payments of principal, premium, if any, and interest
hereunder shall be made in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts and shall be made immediately available to the Holder hereof.
This Security is one of the duly authorized series of securities of the Company,
designated as the Company's "6.5% Debentures due October 1, 2034" (the
"Securities"), initially limited to an aggregate principal amount of
$300,000,000, all issued or to be issued under and pursuant to an Indenture
dated as of September 28, 2004, as amended, modified or supplemented from time
to time (as so amended, modified or supplemented, the "Indenture"), duly
executed and delivered by the Company and the Guarantors to Wells Fargo Bank,
National Association, as trustee (hereinafter referred to as the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company, the Guarantors and the
Holders (the words "Holders" or "Holder" meaning the registered holders or
registered holder of the Securities). The Company may from time to time, without
notice to or the consent of the Holders of Securities, create and issue further
Securities of this series (the "Additional Securities") having the same terms
and ranking equally and ratably with the Securities of this series in all
respects and with the same CUSIP number as the Securities of this series, or in
all respects except for the payment of interest accruing prior to the Issue Date
or except for the first payment of interest following the issue date of such
Additional Securities. Any Additional Securities will be consolidated and form a
single series with the Securities and shall have the same terms as to status,
redemption and otherwise as the Securities. Any Additional Securities may be
issued pursuant to authorization provided by a resolution of the Board of
Directors of the Company, a supplement to the Indenture, or under an Officers'
Certificate pursuant to the Indenture. No Additional Securities may be issued if
an Event of Default has occurred and is continuing with respect to the
Securities of this series.
This Security will be redeemable at the option of the Company, in
whole or in part, at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of the Securities to be redeemed and (ii) the sum,
as determined by the Quotation Agent (as defined
2
below), of the present values of the remaining scheduled payments of principal
and interest on the principal amount of the Securities to be redeemed (exclusive
of such payments of interest accrued to the date of redemption) from the
redemption date to the Maturity Date (the "Remaining Term"), in each case
discounted from their respective scheduled payment dates to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (as defined below) plus 35 basis points,
plus in either case, accrued interest thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date
applicable to the Securities, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means, with respect to the Securities
subject to redemption, the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the Remaining Term of the
Securities to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by
the Company.
"Reference Treasury Dealer" means, with respect to the Securities
subject to redemption, (1) Citigroup Global Markets Inc. and its successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer; and (2) at
least two other Primary Treasury Dealers selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and ask prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to the Holder hereof at its
registered address. Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Securities called for redemption.
Except as provided above, this Security is not redeemable by the
Company prior to maturity and is not subject to any sinking fund.
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In case an Event of Default shall occur and be continuing, the
principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture may be amended with respect to the Securities with the consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provisions applicable to this
Security may be waived with the consent of the Holders of a majority in
principal amount outstanding of the Securities. Subject to certain exceptions
set forth in the Indenture, without the consent of any Holder, the Company and
the Trustee may amend the Indenture or this Security for the purposes set forth
in Section 9.1 of the Indenture.
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under this Security and the Indenture if the
Company deposits with the Trustee money or Government Obligations for the
payment of principal, premium, if any, and interest on this Security to the
Maturity Date.
If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Security at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director, officer, incorporator or shareholder (except in a
shareholder's corporate capacity as Guarantor), as such, of the Company shall
have any liability for any obligations of the Company under this Security or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder, by accepting this Security, waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of this Security.
This Security and the Indenture shall be governed by and construed
in accordance with the law of the State of New York.
Ownership of this Security shall be proved by the register for the
Securities kept by the Security Registrar. The Company, the Trustee and any
agent of the Company may treat the person in whose name the Security is
registered as the absolute owner thereof for all purposes.
Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures, the Company has caused a CUSIP number to be
printed on this Security and has directed the Trustee to use the CUSIP number as
a convenience to Holders. No representation is made as to the correctness of
such numbers and reliance may be placed only on the other identification numbers
printed on this Security.
4
Terms used herein without definition and that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by
the Trustee under the Indenture referred to herein by the manual signature of
one of its authorized officers, or on behalf of the Trustee by the manual
signature of an authorized officer of the Trustee's authenticating agent, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed, manually or by facsimile.
Date: September , 2004
THE LUBRIZOL CORPORATION
By:____________________________
Name:
Title:
Attest:
By:____________________________
Name: Leslie M. Reynolds
Title: Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities designated therein referred to in the
within-mentioned Indenture.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee,
By:___________________________________
Authorized Officer
Dated: September , 2004
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GUARANTEE
Each Guarantor (capitalized terms used herein have the meanings
given such terms in the Indenture referred to in this Security upon which this
notation is endorsed) hereby unconditionally, jointly and severally, guarantees
(such guarantee being referred to herein as the "Guarantee") the due and
punctual payment of the principal of, premium, if any, and interest on the
Securities, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal, premium and interest on
the Securities, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee, all in accordance with the terms set
forth in Article 16 of the Indenture.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
This Guarantee is subject to release upon the terms set forth in the
Indenture.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the Guarantors has caused this
instrument to be duly executed, manually or by facsimile.
Date: September , 2004
1500 WEST ELIZABETH CORPORATION
By_____________________________________
Name:
Title:
CARROLL SCIENTIFIC INC.
By_____________________________________
Name:
Title:
CHEMRON CORPORATION
By_____________________________________
Name:
Title:
CPI ENGINEERING SERVICES, INC.
By_____________________________________
Name:
Title:
ENGINE CONTROL SYSTEMS LTD.
By_____________________________________
Name:
Title:
8
GATEWAY ADDITIVE COMPANY
By_____________________________________
Name:
Title:
LUBRICANT INVESTMENTS, INC.
By_____________________________________
Name:
Title:
LUBRIZOL CHINA, INC.
By_____________________________________
Name:
Title:
LUBRIZOL ENTERPRISES, INC.
By_____________________________________
Name:
Title:
LUBRIZOL FOAM CONTROL ADDITIVES, INC.
By_____________________________________
Name:
Title:
LUBRIZOL HOLDING INC.
By_____________________________________
Name:
Title:
9
LUBRIZOL INTER-AMERICAS CORPORATION
By____________________________________
Name:
Title:
LUBRIZOL INTERNATIONAL MANAGEMENT CORPORATION
By____________________________________
Name:
Title:
LUBRIZOL OVERSEAS TRADING CORPORATION
By____________________________________
Name:
Title:
LUBRIZOL PERFORMANCE SYSTEMS INC.
By____________________________________
Name:
Title:
LZ HOLDING CORPORATION
By____________________________________
Name:
Title:
MPP PIPELINE CORPORATION
By____________________________________
Name:
Title:
10
NOVEON INTERNATIONAL, INC.
By ___________________________________
Name:
Title:
NOVEON, INC.
By ___________________________________
Name:
Title:
FCC ACQUISITION CORP.
By ___________________________________
Name:
Title:
NOVEON CHINA, INC.
By ___________________________________
Name:
Title:
NOVEON DIAMALT, INC.
By ___________________________________
Name:
Title:
NOVEON FCC, INC.
By ___________________________________
Name:
Title:
NOVEON HILTON DAVIS, INC.
By ___________________________________
Name:
Title:
NOVEON HOLDING CORPORATION
By ___________________________________
Name:
Title:
11
NOVEON INVESTMENTS, LLC
By: Noveon, Inc., its sole member
By ___________________________________
Name:
Title:
NOVEON IP HOLDINGS CORP.
By ___________________________________
Name:
Title:
NOVEON KALAMA, INC.
By ___________________________________
Name:
Title:
NOVEON TEXTILE CHEMICALS, INC.
By ___________________________________
Name:
Title:
PERFORMANCE MATERIALS I INC.
By ___________________________________
Name:
Title:
PERFORMANCE MATERIALS II LLC
By: Noveon, Inc., its sole member
By____________________________________
Name:
Title:
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _________________________________________________________________________
Please insert social security number or other identifying number of assignee:
__________________________________
Please print or type name and address (including zip code) of assignee:
__________________________________
__________________________________
__________________________________
__________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________ attorney to transfer said Security of The
Lubrizol Corporation on the books of The Lubrizol Corporation with full power of
substitution in the premises.
__________________________________
Dated:____________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Security in every particular without alteration or
enlargement or any change whatsoever. The signature must be guaranteed by an
"eligible guarantor institution" meeting the requirements of the Security
Registrar, which requirements include memberships or participation in the
Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Security Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934.
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