Exhibit 10.3


 


November 24, 2014







Albemarle Corporation


451 Florida Street


Baton Rouge, Louisiana 70801













	
  

	
Re:

	
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.












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	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	 /s/ Robert Rittelmeyer	 
	 	Name:	Robert Rittelmeyer	 
	 	Title:	Vice President	 
	 	 	 	 	 











 



ALBEMARLE CORPORATION


CONSENT LETTER (TERM LOAN)




 




  





  











  






                    





	
LENDERS: 

	BANK OF AMERICA, N.A.,

as a Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	 /s/ Darren Bielawski	 
	 	Name:	Darren Bielawski 	 
	 	Title:	Vice President 	 
	 	 	 	 	 







               




	 	JPMORGAN CHASE BANK, N.A.,


as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	 /s/ John Kushnerick	 
	 	Name:	John Kushnerick 	 
	 	Title:	Vice President 	 
	 	 	 	 	 







                         






	 	BNP PARIBAS,


as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Mike Shryock	 
	 	Name: 	Mike Shryock	 
	 	Title: 	Managing Director	 
	 	 	 	 	 







                    




	 	By: 	/s/ Mike Hoffman	 
	 	Name: 	Mike Hoffman	 
	 	Title: 	Vice President	 
	 	 	 	 	 







                




	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Mark Campbell	 
	 	Name: 	Mark Campbell	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 	 







                           




	 	THE ROYAL BANK OF SCOTLAND PLC,


as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ William McGinty	 
	 	Name: 	William McGinty	 
	 	Title: 	Director	 
	 	 	 	 	 







                




	 	WELLS FARGO BANK, N.A.,


as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Ashley Walsh	 
	 	Name: 	Ashley Walsh	 
	 	Title: 	Director	 
	 	 	 	 	 







 


 


 



ALBEMARLE CORPORATION


CONSENT LETTER (TERM LOAN)




 




  





  











  






 





	 	SUMITOMO MITSUI BANKING CORPORATION, 







as a Lender







	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ James D. Weinstein	 
	 	Name: 	James D. Weinstein	 
	 	Title: 	Managing Director	 
	 	 	 	 	 









                     



	 	U.S. BANK, NATIONAL ASSOCIATION, 







as a Lender







	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Steven Dixon	 
	 	Name: 	Steven Dixon	 
	 	Title: 	Vice President	 
	 	 	 	 	 









                   



	 	HSBC BANK USA, NATIONAL ASSOCIATION, 



as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Jean-Philippe Huguet	 
	 	Name: 	Jean-Philippe Huguet	 
	 	Title: 	Director	 
	 	 	 	 	 









                    



	 	PNC BANK, NATIONAL ASSOCIATION, 



as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Christian S. Brown	 
	 	Name: 	Christian S. Brown	 
	 	Title: 	Senior Vice President	 
	 	 	 	 	 









                     



	 	THE NORTHERN TRUST COMPANY, 



as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Sara Bravo McCaulay	 
	 	Name: 	Sara Bravo McCaulay	 
	 	Title: 	Vice President	 
	 	 	 	 	 









                      



	 	WHITNEY BANK, 



as a Lender



	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Mark R. Phillips	 
	 	Name: 	Mark R. Phillips	 
	 	 	 	 
	 	 	 	 	 



















 


 


 


 


 


 




 


 



ALBEMARLE CORPORATION


CONSENT LETTER (TERM LOAN)




 




  





  











  






 



ACCEPTED AND AGREED AS OF THE DATE SET FORTH ABOVE:  




                       





	
BORROWER:

	ALBEMARLE CORPORATION,

a Virginia corporation	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Scott Tozier	 
	 	Name: 	Scott Tozier	 
	 	Title: 	Sr. Vice President and CFO	 
	 	 	 	 	 









 


 


 


 


 


 


 


 


 


 


 


 


 




ALBEMARLE CORPORATION


CONSENT LETTER (TERM LOAN)