ALBEMARLE CORPORATION Underwriting AgreementUnderwriting Agreement • December 10th, 2010 • Albemarle Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
Albemarle Corporation, a Virginia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $350,000,000 principal amount of its 4.500% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture (the “Base Indenture”) dated as of January 20, 2005, between the Company and The Bank of New York Mellon Corporation (formerly The Bank of New York), as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture to the Base Indenture (together with the Base Indenture, the “Indenture”) or pursuant to the terms of an Officer’s Certificate.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 10th, 2010 • Albemarle Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 10, 2010 (this “Second Supplemental Indenture”), between Albemarle Corporation, a Virginia corporation (the “Company”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801 and The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York (the “Original Trustee”), as trustee (the “Trustee”).
ContractGlobal Security Agreement • December 10th, 2010 • Albemarle Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED OR TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
