Exhibit 10.2


 


November 24, 2014







Albemarle Corporation


451 Florida Street


Baton Rouge, Louisiana 70801













	
  

	
Re:

	
Credit Agreement, dated as of February 7, 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 “Company”), the other Borrowers party thereto, 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 Company is in compliance with Section 7.12 of the Credit Agreement, (ii) that certain Credit Agreement, dated as of August 15, 2014, among the Company, 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 Company, 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 Borrowers.







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 (REVOLVER)




 




  





  











  






                  


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 (REVOLVER)




 




  





  











  






 



	 	





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 (REVOLVER)


 






  





  











  











ACCEPTED AND AGREED AS OF THE DATE SET FORTH ABOVE:









	
COMPANY: 

	










ALBEMARLE CORPORATION,

a Virginia corporation





















	 
	 	 	 	 
	
  

	
By: 

	 /s/ Scott Tozier	 
	 	Name: 	Scott Tozier 	 
	 	Title: 	Sr. VP and CFO 	 
	 	 	 	 







 



	
BELGIAN BORROWER 

	










ALBEMARLE GLOBAL FINANCE COMPANY SCA


 


By: ALBEMARLE EUROPE SPRL,

as unlimited partner





















	 
	 	 	 	 
	
  

	
By: 

	 /s/ Annemie Donkers	 
	 	Name: 	Annemie Donkers 	 
	 	Title: 	Director 	 
	 	 	 	 





                                                     


 


              


 


 


 


 


 


 


 



ALBEMARLE CORPORATION


CONSENT LETTER (REVOLVER)