Exhibit 4.3



 Exhibit 4.3 
 EXECUTION COPY 
 $350,000,000 

NEWMARKET CORPORATION 
 4.100% Senior Notes due 2022 
 REGISTRATION RIGHTS AGREEMENT

 December 20, 2012 
 J.P. Morgan Securities LLC 
 and the other several Initial Purchasers listed

 in Schedule 1 of the Purchase Agreement 
 referenced below 
 c/o J.P. Morgan Securities LLC 

383 Madison Avenue 
 New York, New York 10179

 Dear Sirs: 

NewMarket Corporation, a Virginia corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC
(the “J.P. Morgan”) and the other initial purchasers (J.P. Morgan together with such other initial purchasers, the “Initial Purchasers”), set forth in Schedule 1 of the Purchase Agreement (as defined below), upon
the terms set forth in a purchase agreement dated December 13, 2012 (the “Purchase Agreement”), among the Issuer, the guarantors parties thereto and the Initial Purchasers, $350,000,000 in aggregate principal amount of its
4.100% Senior Notes due 2022 (the “Initial Securities”) to be guaranteed (the “Guarantees”) by each of the subsidiary guarantors set forth on Schedule I hereto (collectively, the “Guarantors” and,
together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of December 20, 2012 (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National
Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and each of the Guarantors agrees with the Initial Purchasers, for the benefit of the Initial
Purchasers and the holders of the Securities (as defined below) (collectively the “Holders”), as follows: 
 1.
Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90th day being a
“Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the
“Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a
proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission 







 
from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the
Company issued under the Indenture, guaranteed on the same basis as the Initial Securities at such time and identical in all material respects to the Initial Securities, except that such securities (and any related Guarantees) shall be registered
under the Securities Act, shall not include transfer restrictions and shall not include provisions related to the matter set forth in Section 6 hereof (the “Exchange Securities”). The Company shall use commercially reasonable
efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 180 days after the Closing Date (such 180th day being an “Effectiveness Deadline”) and (ii) keep
the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective by the Commission (such period being
called the “Exchange Offer Registration Period”). 
 If the Company commences the
Registered Exchange Offer, the Company shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such
40th day being the “Consummation
Deadline”). 
 Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company
shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming
that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. 
 The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom,
(i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange
Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange
Offer and (ii) if an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 
 The
Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, 

  
 2 








 
in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an
Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j)
below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the
consummation of the Registered Exchange Offer (or such shorter period during which broker-dealers are required by law to deliver such prospectus); provided further, that during such period the Company may suspend the availability of the
Exchange Offer Registration Statement, without being required to pay any Additional Interest, upon written notice to each Exchanging Dealer, the Initial Purchasers and the Holders of Transfer Restricted Securities (which notice shall be accompanied
by an instruction to suspend the use of any prospectus), for one or more periods not to exceed 60 consecutive days in any 90-day period, and not to exceed, in the aggregate, 90 days in any 365-day period (each such period, a “Suspension
Period”) if there is a possible acquisition, business combination, other similar transaction, business development, or event involving the Company that would require the disclosure thereof in the Registration Statement and the Company
reasonably determines in the exercise of its good faith judgment that such disclosure, at such time, would have a material adverse effect on the business, operations or prospects of the Company (and its subsidiaries taken as a whole). 

The Initial Securities and the Exchange Securities are herein collectively called the “Securities”. 

In connection with the Registered Exchange Offer, the Company shall: 

(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents; 
 (b) keep the Registered Exchange Offer open for not less than 30 days (or
longer, if required by applicable law) after the date on which the Exchange Offer Registration Statement was declared effective by the Commission; 
 (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

 (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last
business day on which the Registered Exchange Offer shall remain open; and 
 (e) otherwise comply with all applicable laws.


  
 3 








 Promptly after the close of the Registered Exchange Offer, the Company shall: 

(x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange
Offer; 
 (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

 (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities Exchange
Securities equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 
 The Indenture will
provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and will not include provisions related to the matter set forth in Section 6 hereof and that all the Securities will vote and
consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 
 Interest on each Exchange Security issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in
exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities. 
 Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such
Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 
 Notwithstanding any
other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the
Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  
 4 








 If following the date hereof there has been announced a change in Commission policy with
respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will seek a no-action letter or other
favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer. The Company will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company will take
all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission,
(ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) using
commercially reasonable efforts to pursue a resolution (which need not be favorable) by the Commission staff. 
 2. Shelf Registration. In the event (i) the Company is not permitted by applicable law or Commission policy to effect a Registered Exchange Offer (after the Company has complied with the final
paragraph of Section 1 hereof), (ii) the Registered Exchange Offer is not consummated by the 220th day after the Closing Date, (iii) any Initial Purchaser notifies the Company in writing prior to the 40th day following the completion
of the Registered Exchange Offer that any Initial Securities held by such Initial Purchaser are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, or (iv) any Holder of Transfer Restricted Securities notifies
the Company in writing prior to the 40th day following the completion of the Registered Exchange Offer that such Holder (a) is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (b) may not resell
the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as affiliate of the Company) and that the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such Holder or (c) is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, then the Company shall take the following
actions: 
 (a) The Company shall use commercially reasonable efforts to (1) file with the Commission a registration
statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale
of the Transfer Restricted Securities (and any related Guarantees to the extent the Securities are then guaranteed) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement
and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”) on or prior to 30 days after such filing obligation arises (such 30th day being a “Filing Deadline”) and (2) cause such Shelf
Registration Statement to be declared effective (unless it becomes effective automatically upon filing) by the Commission on or prior to the 180th day after the date on which the filing obligation arises (such 180th day being an
“Effectiveness Deadline”)); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees
in writing to be bound by all the provisions of this Agreement applicable to such Holder. 

  
 5 








 (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j)
below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) have been sold pursuant to Rule 144 under
the Securities Act, or any successor rule thereof; provided, however, that during such time the Shelf Registration Statement is required to be effective, the Company may institute a Suspension Period regarding the availability of the Shelf
Registration Statement and the related prospectus, without being required to pay any Additional Interest, upon written notice to each Exchanging Dealer, the Initial Purchasers, the Holders of Transfer Restricted Securities and any broker-dealer
(which notice shall be accompanied by an instruction to suspend the use of any prospectus), if there is a possible acquisition, business combination, other similar transaction, business development, or event involving the Company that would require
the disclosure thereof in the Shelf Registration Statement and the Company reasonably determines in the exercise of its good faith judgment that such disclosure, at such time, would have a material adverse effect on the business, operations or
prospects of the Company (and its subsidiaries taken as a whole). The Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any
action (other than as contemplated in this section) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law or is permitted
under the terms of this Agreement. 
 (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company
shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which they were made, not misleading. 
 3.
Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

 (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of
the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is
participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser
reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C
hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange 

  
 6 








 
Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by
an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the
prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made
by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a
Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Rule 430B(b) under the Securities Act, in a prospectus supplement that becomes a part thereof pursuant to Rule 430B(f) under
the Securities Act) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. 

(b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer
from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use
of the prospectus until the requisite changes have been made): 
 (i) when the Registration Statement or any
amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; 
 (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; 

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose, the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed or the happening of any event that causes the Company to
become an “ineligible issuer” as defined in Rule 405; 
 (iv) of the receipt by the Company or its
legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the
prospectus in order that the Registration 

  
 7 








 
Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in
the case of the prospectus, in light of the circumstances under which they were made) not misleading. 
 (c) The Company shall
make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. 
 (d) The Company shall furnish to each Holder of Securities named in the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if a Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). 
 (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference). The Company shall not,
without the prior consent of the Initial Purchasers (which consent shall not be unreasonably withheld), make any offer relating to the Securities that would constitute a “free writing prospectus” within the meaning of Rule 405 under the
Securities Act. 
 (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities named in
the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company
consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 
 (g) The Company shall
deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus
included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange
Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. 
 (h) Prior to any public offering of the Securities pursuant to any Registration Statement the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their
respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the 

  
 8 








 
United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of
the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any
action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 

(i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates
representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the
Securities pursuant to such Registration Statement. 
 (j) Upon the occurrence of any event contemplated by paragraphs
(ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration
Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the
Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the
Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the
Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of
the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). During the period in which the Company is required to maintain an effective Shelf Registration
Statement pursuant to this Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically
upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which
shall be deemed the “Shelf Registration Statement” for purposes of this Agreement, subject to the provisions of this Agreement governing permitted suspension periods. 

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial
Securities or the Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities or the Exchange Securities, as the case may be, in a form eligible for deposit with The Depository
Trust Company. 

  
 9 








 (l) The Company will comply with all rules and regulations of the Commission to the extent
and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal
quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. 

(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and
containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to
the applicable provisions of the Indenture. 
 (n) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the
Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 
 (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities
shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 
 (p) In
the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney,
accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in
each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information
gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof. 

(q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause
(i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of
such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include matters similar to those set forth on Annex D to the Purchase Agreement; the 

  
 10 









 
compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust
Indenture Act, respectively; and, (A) as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration
Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein and (B) as of an applicable time identified by such Holders or managing underwriters, the absence from such
prospectus taken together with any other documents identified by such Holders or managing underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading (in the case of any such incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act);
(ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public
accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary
form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing
Standards No. 72. 
 (r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known
Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in substantially the form set forth on Annex D to the Purchase Agreement with such
changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is
provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(e) of the
Purchase Agreement, with appropriate date changes. 
 (s) If a Registered Exchange Offer is to be consummated, upon delivery of
the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial
Securities are being canceled in exchange for the Exchange Securities; in no event shall the Initial Securities be marked as paid or otherwise satisfied. 
 (t) The Company will use commercially reasonable efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the
Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of
a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any. 

  
 11 









 (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite
any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the Financial Industry Regulatory Authority,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such
Rules, including, without limitation, by (i) if such Rules, including Rule 5121, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 5121) to participate in the preparation of the Registration
Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5
hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 
 (v) The Company shall use commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

 (w) Each Holder agrees by acquisition of a Transfer Restricted Security that, (i) upon receipt of any notice from the
Company of the existence of any fact of the kind described in Section 3(b)(v) hereof and (ii) during any Suspension Period, such Holder will, and will use commercially reasonable efforts to cause any underwriter(s) in an underwritten
offering to, forthwith discontinue dispositions of Transfer Restricted Securities pursuant to the Exchange Offer Registration Statement. 
 4. Registration Expenses. (a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration
Statement is ever filed or becomes effective, including without limitation; 
 (i) all registration and filing
fees and expenses; 
 (ii) all fees and expenses of compliance with federal securities and state “blue
sky” or securities laws; 
 (iii) all expenses of printing (including printing certificates for the
Securities to be issued in the Registered Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; 
 (iv) all fees and disbursements of counsel for the Company; 
 (v)
all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and 

(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance). 

  
 12 









 The Company will bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. 

(b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel chosen by the Initial Purchasers or, should they make no such selection, chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 
 5.
Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Issuer FWP”), relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred and documented by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that
(i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of Rule 172 under the Securities Act) by such Holder or Participating Broker-Dealer
under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer 

  
 13 









 
results from the fact that there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by
Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further,
however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who
controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. 

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and its directors and officers
and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such
controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in
conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall
reimburse, as incurred and documented, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. 
 (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not, in any event,
relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;
and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying 

  
 14 









 
party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of
such action, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
 (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion
as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if
the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the
Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such
Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the
Company. 
 (e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a
Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

  
 15 









 6. Additional Interest Under Certain Circumstances. (a) Additional interest (the
“Additional Interest”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (v) below being herein called a “Registration
Default”): 
 (i) any Registration Statement required by this Agreement is not filed with the Commission
on or prior to the applicable Filing Deadline; 
 (ii) any Registration Statement required by this Agreement is
not declared effective (or does not become automatically effective) by the Commission on or prior to the applicable Effectiveness Deadline; 
 (iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; 
 (iv) any Registration Statement required by this Agreement has been declared effective by the Commission (or became automatically effective) but (A) such Registration Statement thereafter ceases to
be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result
of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under
which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; or

 (v) after the 60th consecutive day in any 90-day period or the 90th day in any 365-day period, as the case may
be, of any Suspension Period, the suspension referred to in Section 1 or Section 2, as applicable, has not been terminated. 
 Each of
the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction
by the Commission. 
 Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for
the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum Additional Interest Rate for all Registration Defaults of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease. Notwithstanding the foregoing,
the amount of Additional Interest payable in respect of Securities shall not increase because more than one Registration Default has occurred and is pending. 

  
 16 









 (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not
to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or
(y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith
to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 60 days, Additional Interest
shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. 
 (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest
will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable
during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. 
 (d) “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable
Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, or (iii) the date on which such Security has been effectively registered under the Securities
Act and disposed of in accordance with the Shelf Registration Statement. 
 7. Rules 144 and 144A1. The Company shall use
commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any
Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Securities may
reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act. 

  
 17 









 8. Underwritten Registrations. If any of the Transfer Restricted Securities covered
by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering, with the concurrence of the Company (such concurrence not to be unreasonably withheld). 

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s
Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 

9. Miscellaneous. 
 (a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company’s obligations under Sections 1 and 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

 (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement
with respect to its securities that conflicts with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof. 
 (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except
by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. 

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 
  

	 	(1)	if to a Holder of the Securities, at the most current address given by such Holder to the Company. 


  
 18 










	 	(2)	if to the Initial Purchasers: 


c/o J.P. Morgan Securities LLC 
 383 Madison Avenue 
 New York, New York 10179 

Fax No.:    (212) 834-6081 

Attention:  Investment Grade Syndicate Desk—
3rd Floor 

with a copy to: 
 Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 

New York, New York 10017 
 Fax No.:    (212) 455-2502 
 Attention:  John
D. Lobrano 
  

	 	(3)	if to the Company, at its address as follows: 

 NewMarket Corporation 
 330 South Fourth Street 

Richmond, Virginia 23219-2189 
 Fax No.:    (804) 788-5519 
 Attention:  David
A. Fiorenza, Chief Financial Officer, and 

                  Cameron D. Warner, Jr.,
Treasurer 
 with a copy to: 
 Hunton & Williams LLP 
 Riverfront Plaza, East Tower 

951 East Byrd St. 
 Richmond, Virginia 23219 
 Fax
No:     (804) 788-8218 
 Attention:  James S. Seevers, Jr. 

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery. 
 (e) Third Party Beneficiaries. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to
protect their rights or the rights of Holders hereunder. 
 (f) Successors and Assigns. This Agreement shall be binding
upon the Company and its successors and assigns. 

  
 19 









 (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the 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. 

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. 
 (j) Severability. If any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

 (k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal
amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 

  
 20 









 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. 

 

					
	Very truly yours,
	
	NEWMARKET CORPORATION
		
	By	 	 /s/ David A. Fiorenza

		 	Name:	 	David A. Fiorenza
		 	Title:	 	Chief Financial Officer and Vice President
	
	AFTON CHEMICAL ADDITIVES CORPORATION
		
	By	 	 /s/ Robert A. Shama

		 	Name:	 	Robert A. Shama
		 	Title:	 	Vice President
	
	AFTON CHEMICAL ASIA PACIFIC, LLC
		
	By	 	 /s/ Robert A. Shama

		 	Name:	 	Robert A. Shama
		 	Title:	 	Manager
	
	AFTON CHEMICAL CANADA HOLDINGS, INC.
		
	By	 	 /s/ Robert A. Shama

		 	Name:	 	Robert A. Shama
		 	Title:	 	Vice President


 [Signature Page to Registration Rights Agreement] 







 
					
	AFTON CHEMICAL CORPORATION
		
	By	 	 /s/ M. Rudolph West

		 	Name:	 	M. Rudolph West
		 	Title:	 	Secretary
	
	AFTON CHEMICAL INTANGIBLES, LLC
		
	By	 	 /s/ Marshall B. Nelson

		 	Name:	 	Marshall B. Nelson
		 	Title:	 	Manager
	
	AFTON CHEMICAL JAPAN HOLDINGS, INC.
		
	By	 	 /s/ Steven M. Edmonds

		 	Name:	 	Steven M. Edmonds
		 	Title:	 	Vice President
	
	ETHYL ASIA PACIFIC LLC
		
	By	 	 /s/ Wayne C. Drinkwater

		 	Name:	 	Wayne C. Drinkwater
		 	Title:	 	Manager
	
	ETHYL CANADA HOLDINGS, INC.
		
	By	 	 /s/ Azfar A. Choudhury

		 	Name:	 	Azfar A. Choudhury
		 	Title:	 	President



  

[Signature Page to Registration Rights Agreement] 








 
					
	ETHYL CORPORATION
		
	By	 	 /s/ Wayne C. Drinkwater

		 	Name:	 	Wayne C. Drinkwater
		 	Title:	 	Vice President and Treasurer
	
	ETHYL EXPORT CORPORATION
		
	By	 	 /s/ Wayne C. Drinkwater

		 	Name:	 	Wayne C. Drinkwater
		 	Title:	 	President
	
	ETHYL INTERAMERICA CORPORATION
		
	By	 	 /s/ Wayne C. Drinkwater

		 	Name:	 	Wayne C. Drinkwater
		 	Title:	 	President
	
	ETHYL VENTURES, INC.
		
	By	 	 /s/ Wayne C. Drinkwater

		 	Name:	 	Wayne C. Drinkwater
		 	Title:	 	President
	
	FOUNDRY PARK I, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President of NewMarket
		 		 	Development Corporation, sole manager



  

[Signature Page to Registration Rights Agreement] 








 
					
	FOUNDRY PARK II, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President of NewMarket
		 		 	Development Corporation, sole manager
	
	GAMBLE’S HILL LAB, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President of NewMarket
		 		 	Development Corporation, sole manager
	
	GAMBLE’S HILL LANDING, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President of NewMarket
		 		 	Development Corporation, sole manager
	
	GAMBLE’S HILL THIRD STREET, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President of NewMarket
		 		 	Development Corporation, sole manager
	
	GAMBLE’S HILL TREDEGAR, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President of NewMarket
		 		 	Development Corporation, sole manager



  

[Signature Page to Registration Rights Agreement] 








 
					
	GAMBLE’S HILL, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President of NewMarket
		 		 	Development Corporation, sole manager
	
	INTERAMERICA TERMINALS CORPORATION
		
	By	 	 /s/ Wayne C. Drinkwater

		 	Name:	 	Wayne C. Drinkwater
		 	Title:	 	President
	
	NEWMARKET DEVELOPMENT CORPORATION
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Vice President
	
	NEWMARKET INVESTMENT COMPANY
		
	By	 	 /s/ David A. Fiorenza

		 	Name:	 	David A. Fiorenza
		 	Title:	 	Vice President and Treasurer
	
	NEWMARKET SERVICES CORPORATION
		
	By	 	 /s/ David A. Fiorenza

		 	Name:	 	David A. Fiorenza
		 	Title:	 	Vice President and Principal Financial Officer



  

[Signature Page to Registration Rights Agreement] 








 
					
	OLD TOWN, LLC
		
	By	 	 /s/ Bruce R. Hazelgrove, III

		 	Name:	 	Bruce R. Hazelgrove, III
		 	Title:	 	Manager
	
	THE EDWIN COOPER CORPORATION
		
	By	 	 /s/ Robert A. Shama

		 	Name:	 	Robert A. Shama
		 	Title:	 	Vice President



  

[Signature Page to Registration Rights Agreement] 









			
	Accepted: December 20, 2012
	
	J.P. MORGAN SECURITIES LLC
	
	For itself and on behalf of the several Initial Purchasers listed in Schedule I of the Purchase Agreement.
		
	By	 	 /s/ Robert Bottamedi

		 	Name: Robert Bottamedi
		 	Title: Vice President


  

[Signature Page to Registration Rights Agreement] 








 SCHEDULE I 
 Guarantors 
  

			
	 Subsidiary
	  	 Jurisdiction of Formation

	 Afton Chemical Additives Corporation
	  	Virginia
	 Afton Chemical Asia Pacific, LLC
	  	Virginia
	 Afton Chemical Canada Holdings, Inc.
	  	Virginia
	 Afton Chemical Corporation
	  	Delaware
	 Afton Chemical Intangibles, LLC
	  	Virginia
	 Afton Chemical Japan Holdings, Inc.
	  	Virginia
	 Ethyl Asia Pacific LLC
	  	Virginia
	 Ethyl Canada Holdings, Inc.
	  	Virginia
	 Ethyl Corporation
	  	Virginia
	 Ethyl Export Corporation
	  	Virginia
	 Ethyl Interamerica Corporation
	  	Delaware
	 Ethyl Ventures, Inc.
	  	Virginia
	 Foundry Park I, LLC
	  	Virginia
	 Foundry Park II, LLC
	  	Virginia
	 Gamble’s Hill Lab, LLC
	  	Virginia
	 Gamble’s Hill Landing, LLC
	  	Virginia
	 Gamble’s Hill Third Street, LLC
	  	Virginia
	 Gamble’s Hill Tredegar, LLC
	  	Virginia
	 Gamble’s Hill, LLC
	  	Virginia
	 Interamerica Terminals Corporation
	  	Virginia
	 NewMarket Development Corporation
	  	Virginia
	 NewMarket Investment Company
	  	Virginia
	 NewMarket Services Corporation
	  	Virginia
	 Old Town, LLC
	  	Virginia
	 The Edwin Cooper Corporation
	  	Virginia


  
 S-I









 ANNEX A 
 Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See “Plan of Distribution.” 

  
 A-1









 ANNEX B 
 Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” 

  
 B-1









 ANNEX C 
 PLAN OF DISTRIBUTION 
 Each broker-dealer that receives
Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The
Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 180 days from the
Closing Date, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.1

 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers.
Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options
on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or
to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and
any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 
 For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 

 

	1 	In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 


  
 C-1









 ANNEX D 
 [    ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 

 

									
	Name:	 		 	  
	 		 	
	Address:	 		 	  
	 		 	

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. 

  
 D-1