November 24, 2014 Albemarle Corporation
Exhibit 10.3
November 24, 2014
Albemarle Corporation
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
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Re:
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Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
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Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.
Notwithstanding anything to the contrary contained in Section 8.07 of the Credit Agreement, the Required Lenders hereby consent to the Guarantee by one or more Subsidiaries of (i) the Specified Senior Notes so long as the Borrower is in compliance with Section 7.12 of the Credit Agreement, (ii) that certain Credit Agreement, dated as of February 7, 2014, among the Borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and (iii) that certain Credit Agreement to be dated on or about November 25, 2014, among the Borrower, the lenders party thereto and Bank of America, N.A., as administrative agent.
The consent contained herein is a one-time consent, is expressly limited to the purposes and matters set forth herein. Nothing contained herein shall constitute a waiver or modification of any other rights or remedies the Administrative Agent or any Lender may have under any Loan Document or applicable Law. The Credit Agreement shall remain in full force and effect according to its terms (as modified by this letter).
This letter may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart by facsimile or other secure electronic format (.pdf) shall be as effective as an original. This letter shall become effective upon the Administrative Agent’s receipt of counterparts hereof duly executed by the Required Lenders and the Borrower.
This letter shall be governed by and construed in accordance with the laws of the State of New York.
| Very truly yours, | ||||
| BANK OF AMERICA, N.A., as Administrative Agent |
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| By: | /s/ Xxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxxx | |||
| Title: | Vice President | |||
ALBEMARLE CORPORATION
CONSENT LETTER (TERM LOAN)
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LENDERS:
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BANK OF AMERICA, N.A., as a Lender |
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| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
| JPMORGAN CHASE BANK, N.A.,
as a Lender
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| By: | /s/ Xxxx Xxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxx | |||
| Title: | Vice President | |||
| BNP PARIBAS,
as a Lender
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Vice President | |||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender
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| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Authorized Signatory | |||
| THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
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| By: | /s/ Xxxxxxx XxXxxxx | |||
| Name: | Xxxxxxx XxXxxxx | |||
| Title: | Director | |||
| XXXXX FARGO BANK, N.A.,
as a Lender
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| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Director | |||
ALBEMARLE CORPORATION
CONSENT LETTER (TERM LOAN)
| SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
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| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxx | |||
| Title: | Managing Director | |||
| U.S. BANK, NATIONAL ASSOCIATION,
as a Lender
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| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Vice President | |||
| HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
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| By: | /s/ Xxxx-Xxxxxxxx Xxxxxx | |||
| Name: | Xxxx-Xxxxxxxx Xxxxxx | |||
| Title: | Director | |||
| PNC BANK, NATIONAL ASSOCIATION,
as a Lender
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| By: | /s/ Xxxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
| THE NORTHERN TRUST COMPANY,
as a Lender
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| By: | /s/ Xxxx Xxxxx McCaulay | |||
| Name: | Xxxx Xxxxx XxXxxxxx | |||
| Title: | Vice President | |||
| WHITNEY BANK,
as a Lender
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| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
ALBEMARLE CORPORATION
CONSENT LETTER (TERM LOAN)
ACCEPTED AND AGREED AS OF THE DATE SET FORTH ABOVE:
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BORROWER:
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ALBEMARLE CORPORATION, a Virginia corporation |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Sr. Vice President and CFO | |||
