UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 24, 2014
 

 
ALBEMARLE CORPORATION
(Exact name of registrant as specified in charter)
 
 

 
 
Virginia
001-12658
54-1692118
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
451 Florida Street, Baton Rouge, Louisiana
70801
(Address of principal executive offices)
(Zip code)
 
Registrant’s telephone number, including area code: (225) 388-8011
 
Not applicable
(Former name or former address, if changed since last report)
 
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 
Item 8.01
Other Events.

 
On November 24, 2014, Albemarle Corporation (the “Company”) issued and sold $250,000,000 aggregate principal amount of 3.000% Senior Notes due 2019 (the “2019 Notes”), $425,000,000 aggregate principal amount of 4.150% Senior Notes due 2024 (the “2024 Notes”) and $350,000,000 aggregate principal amount of 5.450% Senior Notes due 2044 (the “2044 Notes,” and together with the 2019 Notes and the 2024 Notes, the “Notes”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-   199110) (the “Registration Statement”).
 
The Notes are governed by the Indenture, dated as of January 20, 2005, between the Company and The Bank of New York, as trustee (the “Indenture”), as supplemented and amended by the Third Supplemental Indenture, dated as of November 24, 2014, among the Company, Albemarle Holdings Corporation, Albemarle Holdings II Corporation and U.S. Bank National Association, as trustee (the “Third Supplemental Indenture”) which appoints U.S. Bank National Association to serve as trustee and amends and supplements the provisions of the Indenture with respect to future series of securities issued pursuant to the Indenture. The Third Supplemental Indenture is filed as Exhibit 4.1, the form of note for the 2019 Notes is filed as Exhibit 4.2, the form of note for the 2024 Notes is filed as Exhibit 4.3 and the form of note for the 2044 Notes is filed as Exhibit 4.4 to this Current Report on Form 8-K. A copy of the opinion of Shearman & Sterling LLP is filed as Exhibit 5.1 and a copy of the opinion of Troutman Sanders LLP is filed as Exhibit 5.2 to this Current Report on Form 8-K.
 
The Company incorporates by reference the exhibits filed herewith into this Item 8.01 and into the Company’s Registration Statement.
 
 
Item 9.01
Financial Statements and Exhibits.
 
 
(d) 
Exhibits

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

 
4.1 
Third Supplemental Indenture, dated as of November 24, 2014, among Albemarle Corporation, Albemarle Holdings Corporation, Albemarle Holdings II Corporation and U.S. Bank National Association, as trustee.
 
4.2 
Form of 3.000% Note due 2019
 
4.3 
Form of 4.150% Note due 2024
 
4.4 
Form of 5.450% Note due 2044
 
5.1 
Opinion of Shearman & Sterling LLP
 
5.2 
Opinion of Troutman Sanders LLP
 
23.1 
Consent of Shearman & Sterling LLP (Included in Exhibit 5.1)
 
23.2 
Consent of Troutman Sanders LLP (Included in Exhibit 5.2)
 
 
 
 

 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ALBEMARLE CORPORATION
 
       
Date: November 24, 2014
By:
/s/ Karen G. Narwold
 
   
Karen G. Narwold
 
   
Senior Vice President, General Counsel, Corporate
and Government Affairs, Corporate Secretary
 
       

 
 
EXHIBIT INDEX
 
 
 
Exhibit
Number
 
Exhibit
     
4.1
 
Third Supplemental Indenture, dated as of November 24, 2014, among Albemarle Corporation, Albemarle Holdings Corporation, Albemarle Holdings II Corporation and U.S. Bank National Association, as trustee.
4.2
 
Form of 3.000% Note due 2019
4.3
 
Form of 4.150% Note due 2024
4.4
 
Form of 5.450% Note due 2044
5.1
 
Opinion of Shearman & Sterling LLP
5.2
 
Opinion of Troutman Sanders LLP
23.1
 
Consent of Shearman & Sterling LLP (Included in Exhibit 5.1)
23.2
 
Consent of Troutman Sanders LLP (Included in Exhibit 5.2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
EXHIBIT 4.1

 
THIRD SUPPLEMENTAL INDENTURE
 
THIRD SUPPLEMENTAL INDENTURE, dated as of November 24, 2014 (this “ Third Supplemental Indenture ”), among Albemarle Corporation, a Virginia corporation (the “ Company ”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, Albemarle Holdings Corporation, a Delaware corporation (“ Holdings ”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, Albemarle Holdings II Corporation, a Delaware corporation (“ Holdings II ” and, together with Holdings, the “ Guarantors ” and each, a “ Guarantor ”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, and U.S. Bank National Association, as trustee (the “ Trustee ”).
 
W I T N E S S E T H
 
WHEREAS, the Company and The Bank of New York  have duly executed and delivered an Indenture, dated as of January 20, 2005 (as amended and supplemented, the “ Indenture ”), providing for the authentication, issuance, delivery and administration of unsecured notes, debentures or other evidences of indebtedness to be issued in one or more series by the Company (herein called a “ Security ” or the “ Securities ”); and
 
WHEREAS, the Company desires to appoint U.S. Bank National Association as trustee and amend and supplement the provisions of the Indenture with respect to future series of Securities issued pursuant to the Indenture; and
 
WHEREAS, each of the Guarantors desires to provide a Guarantee with respect to specified future series of guaranteed Securities issued pursuant to the Indenture; and
 
WHEREAS, Holdings and Holdings II were formed in connection with the proposed acquisition (the “ Merger ”) by the Company of Rockwood Holdings, Inc. (“ Rockwood ”) pursuant to an agreement and plan of merger, dated as of July 15, 2014, by and among the Company, Holdings and Rockwood and following the Merger, subject to certain conditions, the Company expects that Holdings and Holdings II will be merged with Rockwood and Rockwood Specialties Group, Inc. (“ RSGI ”), respectively, and that Rockwood and RSGI will be the surviving entities of such mergers and will succeed to all the rights and obligations of Holdings and Holdings II as Guarantors hereunder; and
 
WHEREAS, Section 9.01 of the Indenture expressly permits the Company and the Trustee, subject to certain conditions, to enter into one or more supplemental indentures for the purposes, inter alia, of adding to, changing or eliminating any of the provisions of the Indenture in respect of one or more series of Securities, and permits the execution of such supplemental indentures without the consent of the Holders of any Securities then outstanding; and
 
WHEREAS, for the purposes recited above, and pursuant to due corporate action, the Company and each of the Guarantors have duly determined to execute and deliver to the Trustee this Third Supplemental Indenture; and
 
WHEREAS, all conditions and requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms have been done and performed, and the execution and delivery hereof have been in all respects duly authorized.
 
 
1

 
 
NOW, THEREFORE, in consideration of the premises, the Company, the Guarantors and the Trustee mutually covenant and agree as follows:
 
ARTICLE 1. DEFINITIONS.
 
1.1          All terms contained in this Third Supplemental Indenture shall, except as specifically provided herein or except as the context may otherwise require, have the meanings given to such terms in the Indenture.
 
ARTICLE 2. AMENDMENT OF TERMS OF THE INDENTURE WITH RESPECT TO FUTURE SERIES OF SECURITIES.
 
The following amendments to the Indenture in this Article 2 shall apply to every series of Securities issued pursuant to the Indenture on or after the date of this Third Supplemental Indenture:
 
2.1           Notice of Redemption .  Section 11.04 of the Indenture is hereby amended and restated as follows:
 
“Unless otherwise specified in accordance with Section 3.01, notice of redemption shall be sent not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed.
 
All notices of redemption shall identify the Securities being redeemed (including the CUSIP or ISIN number) and state:

 
(1)
the Redemption Date,

 
(2)
the Redemption Price,

 
(3)
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

 
(4)
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

 
(5)
the place or places where each such Security is to be surrendered for payment of the Redemption Price and accrued interest, if any,

 
(6)
that the redemption is for a sinking fund, if such is the case,

 
(7)
the name and address of the Paying Agent,
 
 
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(8)
that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, and

 
(9)
that no representation is made as to the accuracy or correctness of the CUSIP and/or ISIN numbers listed in such notice or printed on the Securities.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request delivered at least 5 days prior to the date such notice is to be given (unless a shorter period shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the Company and shall be irrevocable.”

2.2           Supplemental Indentures with Consent of Holders .  The first paragraph of Section 9.02 of the Indenture is hereby amended and restated as follows:
 
“With the consent of the Holders of not less than a majority in aggregate principal amount of all the Outstanding Securities affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee, when requested by a Company Request, may enter into an indenture or indentures supplemental hereto or amend this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture and, subject to Section 5.13, any past default or compliance with any provisions of this Indenture with respect to a particular series of Securities may be waived with the written consent of the Holders of a majority in principal amount of the Outstanding Securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of such series (such series voting as a single class). However, no such supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Security affected thereby,
 
 
(1)           change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or any repayment date); or
 
 
(2)           reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) provided for in this Indenture; or
 
 
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(3)           impair any right (if provided for in Section 3.01) of a Holder to exchange or convert Securities for or into other securities; or
 
 
(4)           add any provisions providing for the subordination of the Securities; or
 
 
(5)           modify any of the provisions of this Section, Section 5.13 or Section 9.01, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 9.01, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8).”
 

 
2.3           Events of Default .          (a) Section 5.01(4) of the Indenture is hereby deleted and replaced with “(4) [Reserved.]”.
 
(b)           Section 5.01(6) of the Indenture is hereby amended and restated as follows:
 
“(6)         default in the payment of principal when due or an acceleration of Indebtedness of the Company, or, if Guarantees are issued, the Guarantor, or any Significant Subsidiary for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $100 million and such acceleration has not been rescinded or annulled or such Indebtedness repaid within a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Securities of that series; provided that if any such default is cured, waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to have occurred;”.
 
2.4           Definitions .                     Section 1.02 of the Indenture is hereby amended to add in its appropriate alphabetical sequence the following definitions:
 
“Guarantee” means any guarantee of a Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture and shall include the Guarantees by a Guarantor set forth in any supplemental indenture hereto or Officers’ Certificate in accordance with Section 3.01.”
 
“Guarantor” means the Person(s) named as a “Guarantor” in the applicable indenture supplemental to the Indenture or Officers’ Certificate pursuant to Section 3.01 of the Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person.”
 
 
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2.5           Amount Unlimited; Issuable in Series.   Section 3.01 of the Indenture is hereby amended by (i) renumbering Clause 24 of such Section 3.01 as Clause 25 and clause 23 of such Section 3.01 as Clause 24 and (ii) inserting the following as Clause 23 of such Section 3.01:
 
“(23)       if the Securities of any series are guaranteed and the applicable Guarantor;”
 
2.6           Notices to the Trustee.   Section 1.06 of the Indenture is hereby amended to add the following new paragraph:
 
“The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, Portable Document Format (pdf), facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.”
 
2.7           Waiver of Jury Trial .  The following new Section 1.16 is hereby added to the Indenture:
 
“SECTION 1.16.                                 WAIVER OF JURY TRIAL .
 
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.”
 
2.8           Certain Rights of the Trustee .  Section 6.03 of the Indenture is hereby amended by deleting “and” at the end of subsection (11) thereof, deleting “.” at the end of subsection (12) thereof and adding “;” in place thereof and adding the following:
 
“(13)       in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
 
(14)         in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.”
 
 
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2.9           Appointment of the Trustee .  The Company hereby appoints U.S. Bank National Association to act as Trustee under the Indenture with respect to every series of Securities issued pursuant to the Indenture on or after the date of this Third Supplemental Indenture and U.S. Bank National Association hereby accepts such appointment, together with all rights, powers, privileges, benefits, duties, trusts and obligations associated with such appointment.
 
ARTICLE 3. GUARANTEES
 
The provisions of this Article 3 shall apply to every series of Securities issued pursuant to the Indenture on or after the date of this Third Supplemental Indenture if specified in the applicable supplemental indenture or Officers’ Certificate pursuant to Section 3.01 of the Indenture.
 
3.1           Guarantee .  (a) If Securities of or within a series are specified, as contemplated by Section 3.01 of the Indenture, to be guaranteed by one or more Guarantors, then each such Guarantor hereby fully and unconditionally guarantees to each Holder of any such Security which is authenticated and delivered by the Trustee and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any, on) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of any such Security), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of the Indenture (the “ Guarantor Obligations ”). In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, each such Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company.
 
(b)           Each Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or enforceability of any such Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any such Security with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of its obligations contained in any such Security and in this Guarantee.
 
 
6

 
 
(c)           Each Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any such Security, whether at its Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of any such Security, subject to the terms and conditions set forth in this Supplemental Indenture, directly against each such Guarantor to enforce its Guarantee without first proceeding against the Company.
 
(d)           If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid in respect of a Security by any of them to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
 
(e)           This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any such Security are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on any such Security, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, any such Security shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
 
3.2           Severability . In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
3.3           Priority of Guarantee . Unless otherwise specified pursuant to Section 3.01 of the Indenture with respect to any series of Securities, this Guarantee shall be an unsecured and unsubordinated obligation of each Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of the Company and each such Guarantor, respectively.
 
3.4           Limitation of Guarantors’ Liability . Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that this Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each Guarantor hereby irrevocably agree that the obligations of each such Guarantor under this Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of each such Guarantor, result in the obligations of such Guarantor under this Guarantee constituting such fraudulent transfer or conveyance.
 
 
7

 
 
3.5           Subrogation . Each Guarantor shall be subrogated to all rights of Holders of the Securities of a series against the Company in respect of any amounts paid by any such Guarantor on account of such Securities or the Indenture; provided, however, that, if an Event of Default has occurred and is continuing, each Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under the Indenture or the Securities shall have been paid in full.
 
3.6           Reinstatement . Each Guarantor hereby agrees that its Guarantee provided for in Section 3.1 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Company upon the bankruptcy or insolvency of the Company or such Guarantor. Subject to the preceding sentence, once released in accordance with its terms and the Indenture, a Guarantee shall not be required to be reinstated for any reason.
 
3.7           Release of Guarantor . (a) Concurrently with the discharge of the Securities under Section 4.01 of the Indenture or the defeasance of the Securities under Section 13.02 or 13.03 of the Indenture, or pursuant to the terms of such Guarantee established in accordance with Section 3.01 of the Indenture, each Guarantor shall be released from all its obligations under its Guarantee under the Indenture.
 
(b)           So long as no Default exists or upon the occurrence of the following events, with notice or lapse of time or both, would exist, this Guarantee and any Liens securing this Guarantee shall be automatically and unconditionally released and discharged:
 
(i)            upon any sale, exchange, transfer to any Person that is not an Affiliate of the Company of all of the Company’s Capital Stock in a Guarantor, which transaction is otherwise in compliance with the Indenture.
 
(ii)           upon any consolidation or merger of a Guarantor with or into the Company or another Guarantor, which transaction is otherwise in compliance with the Indenture.
 
(iii)          upon the redemption, defeasance, retirement or any other discharge in full of the 4.625% Senior Notes due 2020 issued by RSGI.
 
(c)           Upon written instruction from the Company, the Trustee shall execute and deliver any documents, instructions or instruments evidencing any release of a Guarantee.
 
3.8           Benefits Acknowledged . Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that its guarantee and waivers pursuant to the Guarantee are knowingly made in contemplation of such benefits.
 
 
8

 
 
ARTICLE 4. MISCELLANEOUS.
 
4.1           Ratification of Indenture .  The Indenture, as supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.
 
4.2           Governing Law .  This Third Supplemental Indenture and each Note shall be governed by, and construed in accordance with, the laws of the State of New York.
 
4.3           Counterparts .  This Third Supplemental Indenture may be executed in several counterparts, each of which shall be an original, and all collectively but one and the same instrument.
 
The Trustee .  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.  All rights, privileges, protections, indemnities and benefits granted or afforded to the Trustee under the Indenture (including the additional rights, privileges, protections, indemnities and benefits set forth in Sections 2.6, 2.7 and 2.8 of this Third Supplemental Indenture) shall be deemed incorporated herein by this reference and shall be applicable to all actions taken, suffered or omitted by the Trustee under this Third Supplemental Indenture.

 
 
 
 
 
 
 
 
 
9

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be executed as of the date first above written.
 
 
ALBEMARLE CORPORATION, as Issuer
     
     
 
By:
/s/ Karen G. Narwold
  Name: Karen G. Narwold
  Name: Karen G. Narwold
  Title: Senior Vice President, General Counsel, Corporate & Government Affairs, Corporate Secretary
 
 
 
ALBEMARLE HOLDINGS CORPORATION, as Guarantor
     
 
By:
  /s/ Karen G. Narwold
  Name: Karen G. Narwold
  Title: President, Secretary
     
 
 
ALBEMARLE HOLDINGS II CORPORATION, as Guarantor
     
 
By:
  /s/ Karen G. Narwold
  Name: Karen G. Narwold
  Title: President, Secretary
     
 
 
U.S. BANK NATIONAL ASSOCIATION, as Trustee
     
 
By:
/s/ Wally Jones
  Name: Wally Jones
  Title: Vice President
     
 

 
 


 

 
EXHIBIT 4.2
 
 
 
(Face of Note)
 
ALBEMARLE CORPORATION
 
Guaranteed by
 
ALBEMARLE HOLDINGS CORPORATION
ALBEMARLE HOLDINGS II CORPORATION

3.000% Senior Notes Due 2019
 

 
CUSIP:  012725 AB3
ISIN:  US012725AB30
 


No. 001
$250,000,000


ALBEMARLE CORPORATION
 
ALBEMARLE CORPORATION, a Virginia corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on December 1, 2019.
 
Interest Payment Dates: December 1 and June 1
 
Record Dates: November 15 and May 15
 
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
[ Signatures on the following pages ]
 
 
 
 
 
 

 
 
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
 
Dated:  November 24, 2014
 
 
ALBEMARLE CORPORATION
 
       
Date
By:
   
    Name   
    Title   
       
 

 
 

 

 

 
Attest: ________________________
 
 
 

 
 
Albemarle Holdings Corporation, a Delaware corporation, and Albemarle Holdings II Corporation, a Delaware corporation (the “Guarantors”), which term includes any successor Person under the Indenture dated as of January 20, 2005 (the “Base Indenture”), between Albemarle Corporation, as issuer (the “Company”), and U.S. Bank National Association, as successor to the Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York), as trustee (the “Trustee”), as supplemented by a third supplemental indenture, dated as of November 24, 2014 (the “Supplemental Indenture”, the Base Indenture, as so supplemented, the “Indenture”), among the Company, the Guarantors and the Trustee, unconditionally guarantee, to the extent set forth in the Indenture and subject to the provisions of the Indenture, the due and punctual payment of the principal of, any premium and interest on the Notes, when and as the same shall become due and payable, whether at maturity, redemption, repayment or otherwise, all in accordance with the terms set forth in Article 3 of the Supplemental Indenture.
 
The obligations of the undersigned to the Holders of the Notes and to the Trustee pursuant to these Guarantees and in the Indenture are expressly set forth in the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantees and all of the other provisions of the Indenture to which these Guarantees relate.
 
 
 
 
 
 
 
 
 
 
 
 

 
 
IN WITNESS WHEREOF, each of the Guarantors has caused this Note to be duly executed.
 
Dated:  November 24, 2014
 
 
ALBEMARLE HOLDINGS CORPORATION
ALBEMARLE HOLDINGS II CORPORATION
 
       
       
Date
By:
   
    Name   
    Title   
       

 





Attest: ___________________________
 
 
 
 
 
 
 
 
 

 
 
TRUSTEE’S CERTIFICATE OF AUTHORIZATION
 
Dated:  November 24, 2014
 
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
 
 
U.S. Bank National Association,

as Trustee
 
       
Date
By:
   
    Authorized Officer  
       
 
 
 
 
 
 
 

 
 

 
 
(BACK OF NOTE)
 
3.000% Senior Notes Due 2019
 
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAYBE REQUIRED PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
 
Capitalized terms used herein shall have the meanings assigned to them in the Base Indenture or Supplemental Indenture, as applicable, referred to below unless otherwise indicated.  The securities represented by this Note and any additional Securities of the same series issued under the Indenture are collectively referred to as “the Notes.”
 
1.            Interest .  Albemarle Corporation, a Virginia corporation (the “Company”), promises to pay interest on the principal amount of this Note at 3.000% per annum from the date hereof until maturity.  The Company shall pay interest in arrears semiannually on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance through but excluding the date on which interest is paid.  The first Interest Payment Date shall be June 1, 2015.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
 
2.            Method of Payment .  The Company shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on May 15 or November 15 (each a “Regular Record Date”)   immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 3.07 of the Base Indenture with respect to Defaulted Interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in the borough of Manhattan, the City of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at least five Business Days prior to the Interest Payment Date to the extent that the principal amount of the Notes held by such Holders is $1,000,000 or more. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
 
 
 

 
 
3.            Paying Agent and Registrar .  Initially, U.S. Bank National Association, the Trustee under the Indenture (as defined below), shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.
 
4.            Indenture .  The Company issued the Notes under an Indenture dated as of January 20, 2005 (the “Base Indenture”), between the Company and the Trustee, as supplemented by a third supplemental indenture, dated as of November 24, 2014 (the “Supplemental Indenture”, the Base Indenture as so supplemented, the “Indenture”), among the Company, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  This Note is subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  This Note is an obligation of the Company, which series is initially limited to $250,000,000 in aggregate principal amount. The Indenture pursuant to which this Note is issued provides that an unlimited amount of additional Notes may be issued thereunder.
 
5.            Optional Redemption .  At any time prior to November 1, 2019 (one month prior to the maturity date, the “Par Call Date”), the Company may redeem the Notes in whole or in part, at its option, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) from the Redemption Date through the Par Call Date (assuming the Notes matured on the Par Call Date), in each case discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points.
 
At any time on or after the Par Call Date, the Notes shall be redeemable as a whole or in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to the Redemption Date.
 
The Company will pay accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.
 
“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes.
 
“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
 
 
 

 
 
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.
 
“Primary Treasury Dealer” means a primary U.S. Government securities dealer in the United States and such dealer’s affiliates.
 
“Reference Treasury Dealer” means each of (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC or their respective affiliates which are Primary Treasury Dealers, and their respective successors and (2) two other Primary Treasury Dealers appointed by the Company; provided , however , that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
 
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.
 
“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
 
Notice of redemption shall be sent at least 30 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address.  If less than all of the Notes are to be redeemed at any time, the Trustee shall select Notes to be redeemed on a pro rata basis, by lot, or by any other method the Trustee deems fair and appropriate. The notice of redemption for the Notes shall state, among other things, the amount of the Notes to be redeemed, the Redemption Date, the manner in which the Redemption Price shall be calculated and the place or places that payment shall be made upon presentation and surrender of the Notes to be redeemed.
 
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption.
 
The Company shall pay interest to a person other than the Holder on the Regular Record Date if the Company elects to redeem the Notes on a date that is after the Regular Record Date but on or prior to the corresponding Interest Payment Date. In this instance, the Company shall pay accrued interest on the Notes being redeemed to, but not including, the Redemption Date to the same person to whom the Company shall pay the principal of those Notes.
 
 
 

 
 
6.            Special Mandatory Redemption
 
In the event that the agreement and plan of merger, dated as of July 15, 2014 (the “Merger Agreement”) by and among the Company, Albemarle Holdings Corporation and Rockwood Holdings, Inc. is terminated at any time prior to August 15, 2015 or the Company does not consummate the merger contemplated by the Merger Agreement (the “Merger”) on or prior thereto, then the Company shall be required to redeem the Notes on the Special Mandatory Redemption Date (as defined below) at a Redemption Price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or duly provided for, whichever is later, to but excluding the Special Mandatory Redemption Date.  The “Special Mandatory Redemption Date” means the earlier to occur of (1) September 15, 2015, if the Merger has not been completed on or prior to August 15, 2015, or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Merger Agreement for any reason.
 
The Company shall cause the notice of special mandatory redemption to be delivered electronically or mailed, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering the redemption to each Holder of the Notes at its registered address.  If funds sufficient to pay the special mandatory redemption price of all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Paying Agent, on or before such Special Mandatory Redemption Date, as of such Special Mandatory Redemption Date, interest shall cease to accrue on the Notes.
 
7.            Change of Control .  Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has exercised its right to redeem the Notes in accordance with Section 5 above by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes shall have the right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, up to but not including the date of purchase (the “Change of Control Payment”).
 
Unless the Company has exercised its right to redeem the Notes, within 30 days following the date upon which the Change of Control Triggering Event occurs or, at the option of the Company, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first class mail, a notice to each Holder of Notes to their addresses as set forth in the Security Register, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
 
On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
 
 
 

 
 
The Change of Control Offer Notice shall state that Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date.  Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased.
 
The Change of Control Offer Notice shall state that the Paying Agent shall promptly pay to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in a principal amount of $2,000 or any greater amount in multiples of $1,000.
 
The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event.  To the extent that the provisions of any such securities laws or regulations conflict with the terms of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the terms of the Notes by virtue of any such conflict.
 
The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a Default in the payment of the Change of Control Payment on the Change of Control Payment Date.
 
“Change of Control” means the occurrence of any of the following after the date of issuance of the Notes:
 
(a)  the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and the assets of its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;
 
 
 

 
 
(b)  the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its Subsidiaries) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Voting Stock of the Company representing a majority of the voting power of the outstanding Voting Stock of the Company;
 
(c)  the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the voting power of the Voting Stock of the surviving Person immediately after giving effect to such transaction; or
 
(d)  the adoption by the stockholders of the Company of a plan relating to its liquidation or dissolution.
 
Notwithstanding the foregoing, a transaction (or series of related transactions) shall not be deemed to involve a Change of Control under clause (b) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Company immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
 
“Change of Control Triggering Event” means (i) the rating of the Notes is lowered by each of the Rating Agencies on any date during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by the Company of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period shall be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change), and (ii) the Notes are rated below Investment Grade by each of the Rating Agencies on any day during the Trigger Period; provided that a Change of Control Trigger Event shall not be deemed to have occurred in respect of a particular Change of Control if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee at the Company’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control.
 
Notwithstanding the foregoing, no Change of Control Triggering Event shall be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
 
 
 

 
 
“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of “Rating Agency.”
 
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
 
“Person” means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock company, joint venture, trust, incorporated or unincorporated organization or government or any agency or political subdivision thereof.
 
“Rating Agency” means each of Moody’s and S&P; provided , that if either Moody’s or S&P ceases to provide rating services to issuers or investors, the Company may appoint another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act as a replacement for such Rating Agency; provided that the Company shall give notice of such appointment to the Trustee.
 
“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., and its successors.
 
“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.
 
8.            No Sinking Fund .  The Company shall not be required to make sinking fund payments with respect to the Notes.
 
9.            Denominations, Transfer, Exchange .  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.  No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing.
 
10.            Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes.
 
 
 

 
 
11.            Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification or waiver of the rights and obligations of the Company and the rights of the Holders of the Notes and each other series of Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the Notes and other Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of more than 50% in aggregate principal amount of the Notes and each other series of Securities at the time Outstanding, on behalf of the Holders of all outstanding Notes and each other series of Securities at the time Outstanding, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults (other than with respect to nonpayment or in respect of a provision that cannot be waived without the written consent of each Holder affected) under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
 
12.            No Recourse Against Others .  No director, officer, employee, incorporator or shareholder of the Company or the Guarantors, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.
 
13.            Authentication .  This Note shall not be valid until authenticated by the manual signature of the Trustee.
 
14.            Abbreviations .  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
 
15.            CUSIP Numbers .  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
 
16.            Guarantees .  The Company’s obligations under the Notes are fully and unconditionally guaranteed by the Guarantors as set forth in the Indenture.
 
17.            Ranking .  The Notes and the Guarantees of the Guarantors shall be unsecured and unsubordinated obligations of the Company and the Guarantors, respectively, and shall rank equal in right of payment to all of the existing and future unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.
 
 
 

 
 
18.            Defeasance and Covenant Defeasance .  The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness with respect to the Notes and (b) certain restrictive covenants (and related Events of Default) with respect to the Notes, in each case upon compliance by the Company with certain conditions set forth in the Indenture.
 
19.            Satisfaction and Discharge .  The Indenture contains provisions for satisfaction and discharge of the Notes at any time upon compliance by the Company with certain conditions set forth in the Indenture.
 
20.            Governing Law .  The Notes are governed by, and construed in accordance with, the laws of the State of New York.
 
The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:
 
Albemarle Corporation
451 Florida Street
Baton Rouge, LA 70801
Facsimile:  225 388-7716
Attention:  General Counsel
 
 
 
 
 

 
 
 

 
 
ASSIGNMENT FORM
 
To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to
 
 
(Insert assignee’s soc. sec. or tax I.D. no.)
 
 
 
 
(Print or type assignee’s name, address and zip code)
and irrevocably appoint ___________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.
 
 
Date: ______________________  
 
Your Signature:  ______________________
 
(Sign exactly as your name appears on the face of this Note)

 
Signature Guarantee.

 
 
 

 
 
 

 
 
SCHEDULE OF INCREASES OR DECREASES IN PRINCIPAL AMOUNT
 
The initial principal amount of this Note is $250,000,000.  The following increases or decreases in this Note have been made:
 
Date of Redemption or Repurchase
Amount of decrease in Principal Amount of this Note
Amount of increase in Principal Amount of this Note
Principal amount of this Note following such decrease or increase
Notation Made by or on Behalf of Trustee
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         


 
 
 
 


EXHIBIT 4.3
 
(Face of Note)
 
ALBEMARLE CORPORATION
 
Guaranteed by
 
ALBEMARLE HOLDINGS CORPORATION
ALBEMARLE HOLDINGS II CORPORATION

4.150% Senior Notes Due 2024
 

 
CUSIP:  012725 AC1
ISIN:  US012725AC13
 


No. 001
$425,000,000


ALBEMARLE CORPORATION
 
ALBEMARLE CORPORATION, a Virginia corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of FOUR HUNDRED TWENTY-FIVE MILLION DOLLARS ($425,000,000) on December 1, 2024.
 
Interest Payment Dates: December 1 and June 1
Record Dates: November 15 and May 15
 
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
[ Signatures on the following pages ]
 
 
 
 
 
 

 
 
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
 
Dated:  November 24, 2014
 
ALBEMARLE CORPORATION
 
       
 
By:
   
    Name   
    Title   
       
 

 

 

 

 
Attest: ________________________
 
 
 
 
 
 
 
 
 

 

 
Albemarle Holdings Corporation, a Delaware corporation, and Albemarle Holdings II Corporation, a Delaware corporation (the “Guarantors”), which term includes any successor Person under the Indenture dated as of January 20, 2005 (the “Base Indenture”), between Albemarle Corporation, as issuer (the “Company”), and U.S. Bank National Association, as successor to the Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York), as trustee (the “Trustee”), as supplemented by a third supplemental indenture, dated as of November 24, 2014 (the “Supplemental Indenture”, the Base Indenture, as so supplemented, the “Indenture”), among the Company, the Guarantors and the Trustee, unconditionally guarantee, to the extent set forth in the Indenture and subject to the provisions of the Indenture, the due and punctual payment of the principal of, any premium and interest on the Notes, when and as the same shall become due and payable, whether at maturity, redemption, repayment or otherwise, all in accordance with the terms set forth in Article 3 of the Supplemental Indenture.
 
The obligations of the undersigned to the Holders of the Notes and to the Trustee pursuant to these Guarantees and in the Indenture are expressly set forth in the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantees and all of the other provisions of the Indenture to which these Guarantees relate.
 
 
 
 
 
 
 
 
 
 
 
 

 
 
IN WITNESS WHEREOF, each of the Guarantors has caused this Note to be duly executed.
 
Dated:  November 24, 2014
 
 
 
ALBEMARLE HOLDINGS CORPORATION
ALBEMARLE HOLDINGS II CORPORATION
 
       
 
By:
   
    Name   
    Title   
       





Attest: ___________________________
 
 
 
 
 
 
 

 
 

TRUSTEE’S CERTIFICATE OF AUTHORIZATION
 
Dated:  November 24, 2014
 
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
 
 
U.S. Bank National Association,

as Trustee
 
       
 
By:
   
    Authorized Officer  
       
 
 
 
 
 
 
 
 
 

 
 
(BACK OF NOTE)
 
4.150% Senior Notes Due 2024
 
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAYBE REQUIRED PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
 
Capitalized terms used herein shall have the meanings assigned to them in the Base Indenture or Supplemental Indenture, as applicable, referred to below unless otherwise indicated.  The securities represented by this Note and any additional Securities of the same series issued under the Indenture are collectively referred to as “the Notes.”
 
1.            Interest .  Albemarle Corporation, a Virginia corporation (the “Company”), promises to pay interest on the principal amount of this Note at 4.150% per annum from the date hereof until maturity.  The Company shall pay interest in arrears semiannually on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance through but excluding the date on which interest is paid.  The first Interest Payment Date shall be June 1, 2015.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
 
2.            Method of Payment .  The Company shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on May 15 or November 15 (each a “Regular Record Date”)   immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 3.07 of the Base Indenture with respect to Defaulted Interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in the borough of Manhattan, the City of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at least five Business Days prior to the Interest Payment Date to the extent that the principal amount of the Notes held by such Holders is $1,000,000 or more. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
 
 
 

 
 
3.            Paying Agent and Registrar .  Initially, U.S. Bank National Association, the Trustee under the Indenture (as defined below), shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.
 
4.            Indenture .  The Company issued the Notes under an Indenture dated as of January 20, 2005 (the “Base Indenture”), between the Company and the Trustee, as supplemented by a third supplemental indenture, dated as of November 24, 2014 (the “Supplemental Indenture”, the Base Indenture as so supplemented, the “Indenture”), among the Company, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  This Note is subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  This Note is an obligation of the Company, which series is initially limited to $425,000,000 in aggregate principal amount. The Indenture pursuant to which this Note is issued provides that an unlimited amount of additional Notes may be issued thereunder.
 
5.            Optional Redemption .  At any time prior to September 1, 2024 (three months prior to the maturity date, the “Par Call Date”), the Company may redeem the Notes in whole or in part, at its option, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) from the Redemption Date through the Par Call Date (assuming the Notes matured on the Par Call Date), in each case discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points.
 
At any time on or after the Par Call Date, the Notes shall be redeemable as a whole or in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to the Redemption Date.
 
The Company will pay accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.
 
“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes.
 
“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
 
 
 

 
 
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.
 
“Primary Treasury Dealer” means a primary U.S. Government securities dealer in the United States and such dealer’s affiliates.
 
“Reference Treasury Dealer” means each of (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC or their respective affiliates which are Primary Treasury Dealers, and their respective successors and (2) two other Primary Treasury Dealers appointed by the Company; provided , however , that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
 
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.
 
“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
 
Notice of redemption shall be sent at least 30 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address.  If less than all of the Notes are to be redeemed at any time, the Trustee shall select Notes to be redeemed on a pro rata basis, by lot, or by any other method the Trustee deems fair and appropriate. The notice of redemption for the Notes shall state, among other things, the amount of the Notes to be redeemed, the Redemption Date, the manner in which the Redemption Price shall be calculated and the place or places that payment shall be made upon presentation and surrender of the Notes to be redeemed.
 
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption.
 
The Company shall pay interest to a person other than the Holder on the Regular Record Date if the Company elects to redeem the Notes on a date that is after the Regular Record Date but on or prior to the corresponding Interest Payment Date. In this instance, the Company shall pay accrued interest on the Notes being redeemed to, but not including, the Redemption Date to the same person to whom the Company shall pay the principal of those Notes.
 
 
 

 
 
6.            Change of Control .  Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has exercised its right to redeem the Notes in accordance with Section 5 above by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes shall have the right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, up to but not including the date of purchase (the “Change of Control Payment”).
 
Unless the Company has exercised its right to redeem the Notes, within 30 days following the date upon which the Change of Control Triggering Event occurs or, at the option of the Company, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first class mail, a notice to each Holder of Notes to their addresses as set forth in the Security Register, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
 
On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
 
The Change of Control Offer Notice shall state that Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date.  Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased.
 
The Change of Control Offer Notice shall state that the Paying Agent shall promptly pay to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in a principal amount of $2,000 or any greater amount in multiples of $1,000.
 
The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. 
 
 
 

 
 
To the extent that the provisions of any such securities laws or regulations conflict with the terms of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the terms of the Notes by virtue of any such conflict.
 
The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a Default in the payment of the Change of Control Payment on the Change of Control Payment Date.
 
“Change of Control” means the occurrence of any of the following after the date of issuance of the Notes:
 
(a)  the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and the assets of its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;
 
(b)  the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its Subsidiaries) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Voting Stock of the Company representing a majority of the voting power of the outstanding Voting Stock of the Company;
 
(c)  the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the voting power of the Voting Stock of the surviving Person immediately after giving effect to such transaction; or
 
(d)  the adoption by the stockholders of the Company of a plan relating to its liquidation or dissolution.
 
Notwithstanding the foregoing, a transaction (or series of related transactions) shall not be deemed to involve a Change of Control under clause (b) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Company immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
 
 
 

 
 
“Change of Control Triggering Event” means (i) the rating of the Notes is lowered by each of the Rating Agencies on any date during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by the Company of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period shall be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change), and (ii) the Notes are rated below Investment Grade by each of the Rating Agencies on any day during the Trigger Period; provided that a Change of Control Trigger Event shall not be deemed to have occurred in respect of a particular Change of Control if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee at the Company’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control.
 
Notwithstanding the foregoing, no Change of Control Triggering Event shall be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
 
“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of “Rating Agency.”
 
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
 
“Person” means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock company, joint venture, trust, incorporated or unincorporated organization or government or any agency or political subdivision thereof.
 
“Rating Agency” means each of Moody’s and S&P; provided , that if either Moody’s or S&P ceases to provide rating services to issuers or investors, the Company may appoint another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act as a replacement for such Rating Agency; provided that the Company shall give notice of such appointment to the Trustee.
 
“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., and its successors.
 
“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.
 
 
 

 
 
7.            No Sinking Fund .  The Company shall not be required to make sinking fund payments with respect to the Notes.
 
8.            Denominations, Transfer, Exchange .  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.  No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing.
 
9.            Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes.
 
10.            Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification or waiver of the rights and obligations of the Company and the rights of the Holders of the Notes and each other series of Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the Notes and other Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of more than 50% in aggregate principal amount of the Notes and each other series of Securities at the time Outstanding, on behalf of the Holders of all outstanding Notes and each other series of Securities at the time Outstanding, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults (other than with respect to nonpayment or in respect of a provision that cannot be waived without the written consent of each Holder affected) under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
 
11.            No Recourse Against Others .  No director, officer, employee, incorporator or shareholder of the Company or the Guarantors, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.
 
 
 

 
 
12.            Authentication .  This Note shall not be valid until authenticated by the manual signature of the Trustee.
 
13.            Abbreviations .  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
 
14.            CUSIP Numbers .  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
 
15.            Guarantees .  The Company’s obligations under the Notes are fully and unconditionally guaranteed by the Guarantors as set forth in the Indenture.
 
16.            Ranking .  The Notes and the Guarantees of the Guarantors shall be unsecured and unsubordinated obligations of the Company and the Guarantors, respectively, and shall rank equal in right of payment to all of the existing and future unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.
 
17.            Defeasance and Covenant Defeasance .  The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness with respect to the Notes and (b) certain restrictive covenants (and related Events of Default) with respect to the Notes, in each case upon compliance by the Company with certain conditions set forth in the Indenture.
 
18.            Satisfaction and Discharge .  The Indenture contains provisions for satisfaction and discharge of the Notes at any time upon compliance by the Company with certain conditions set forth in the Indenture.
 
19.            Governing Law .  The Notes are governed by, and construed in accordance with, the laws of the State of New York.
 
The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:
 
Albemarle Corporation
451 Florida Street
Baton Rouge, LA 70801
Facsimile:  225 388-7716
Attention:  General Counsel
 
 
 

 
 
ASSIGNMENT FORM
 
To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to
 
 
(Insert assignee’s soc. sec. or tax I.D. no.)
 
 
 
 
(Print or type assignee’s name, address and zip code)
and irrevocably appoint ___________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.
 
 
Date: ______________________  
 
Your Signature:  ______________________
 
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee.

 
 
 
 
 
 
 
 

 
 
SCHEDULE OF INCREASES OR DECREASES IN PRINCIPAL AMOUNT
 
The initial principal amount of this Note is $425,000,000.  The following increases or decreases in this Note have been made:
 
Date of Redemption or Repurchase
Amount of decrease in Principal Amount of this Note
Amount of increase in Principal Amount of this Note
Principal amount of this Note following such decrease or increase
Notation Made by or on Behalf of Trustee
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
 
 
 
 
 
 
 
 
 

 
EXHIBIT 4.4
 
(Face of Note)
 
ALBEMARLE CORPORATION
 
Guaranteed by
 
ALBEMARLE HOLDINGS CORPORATION
ALBEMARLE HOLDINGS II CORPORATION

5.450% Senior Notes Due 2044
 

 
CUSIP:  012725 AD9
ISIN:  US012725AD95
 


No. 001
$350,000,000


ALBEMARLE CORPORATION
 
ALBEMARLE CORPORATION, a Virginia corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) on December 1, 2044.
 
Interest Payment Dates: December 1 and June 1
Record Dates: November 15 and May 15
 
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
[ Signatures on the following pages ]
 
 
 
 
 
 
 

 
 
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
 
Dated:  November 24, 2014
 
 
ALBEMARLE CORPORATION
 
       
 
By:
   
    Name   
    Title   
       
 
 


 
 

 

 
Attest: ________________________
 
 
 
 
[Signature Page to 2044 Global Note]
 
 

 
 
Albemarle Holdings Corporation, a Delaware corporation, and Albemarle Holdings II Corporation, a Delaware corporation (the “Guarantors”), which term includes any successor Person under the Indenture dated as of January 20, 2005 (the “Base Indenture”), between Albemarle Corporation, as issuer (the “Company”), and U.S. Bank National Association, as successor to the Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York), as trustee (the “Trustee”), as supplemented by a third supplemental indenture, dated as of November 24, 2014 (the “Supplemental Indenture”, the Base Indenture, as so supplemented, the “Indenture”), among the Company, the Guarantors and the Trustee, unconditionally guarantee, to the extent set forth in the Indenture and subject to the provisions of the Indenture, the due and punctual payment of the principal of, any premium and interest on the Notes, when and as the same shall become due and payable, whether at maturity, redemption, repayment or otherwise, all in accordance with the terms set forth in Article 3 of the Supplemental Indenture.
 
The obligations of the undersigned to the Holders of the Notes and to the Trustee pursuant to these Guarantees and in the Indenture are expressly set forth in the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantees and all of the other provisions of the Indenture to which these Guarantees relate.
 

 
 
 
 
 
 
 
 

 
 
 
IN WITNESS WHEREOF, each of the Guarantors has caused this Note to be duly executed.
 
Dated:  November 24, 2014
 
 
 
ALBEMARLE HOLDINGS CORPORATION
ALBEMARLE HOLDINGS II CORPORATION
 
       
       
 
By:
   
    Name   
    Title   
       






Attest: ___________________________
 
 
 
 
 
 
 

 
 
TRUSTEE’S CERTIFICATE OF AUTHORIZATION
 
Dated:  November 24, 2014
 
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
 
 
U.S. Bank National Association,

as Trustee
 
       
 
By:
   
   
Authorized Officer
 
       
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
(BACK OF NOTE)
 
5.450% Senior Notes Due 2044
 
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAYBE REQUIRED PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
 
Capitalized terms used herein shall have the meanings assigned to them in the Base Indenture or Supplemental Indenture, as applicable, referred to below unless otherwise indicated.  The securities represented by this Note and any additional Securities of the same series issued under the Indenture are collectively referred to as “the Notes.”
 
1.            Interest .  Albemarle Corporation, a Virginia corporation (the “Company”), promises to pay interest on the principal amount of this Note at 5.450% per annum from the date hereof until maturity.  The Company shall pay interest in arrears semiannually on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance through but excluding the date on which interest is paid.  The first Interest Payment Date shall be June 1, 2015.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
 
2.            Method of Payment .  The Company shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on May 15 or November 15 (each a “Regular Record Date”)   immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 3.07 of the Base Indenture with respect to Defaulted Interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in the borough of Manhattan, the City of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at least five Business Days prior to the Interest Payment Date to the extent that the principal amount of the Notes held by such Holders is $1,000,000 or more. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
 
 
 

 
 
3.            Paying Agent and Registrar .  Initially, U.S. Bank National Association, the Trustee under the Indenture (as defined below), shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.
 
4.            Indenture .  The Company issued the Notes under an Indenture dated as of January 20, 2005 (the “Base Indenture”), between the Company and the Trustee, as supplemented by a third supplemental indenture, dated as of November 24, 2014 (the “Supplemental Indenture”, the Base Indenture as so supplemented, the “Indenture”), among the Company, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  This Note is subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  This Note is an obligation of the Company, which series is initially limited to $350,000,000 in aggregate principal amount. The Indenture pursuant to which this Note is issued provides that an unlimited amount of additional Notes may be issued thereunder.
 
5.            Optional Redemption .  At any time prior to June 1, 2044 (six months prior to the maturity date, the “Par Call Date”), the Company may redeem the Notes in whole or in part, at its option, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) from the Redemption Date through the Par Call Date (assuming the Notes matured on the Par Call Date), in each case discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points.
 
At any time on or after the Par Call Date, the Notes shall be redeemable as a whole or in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to the Redemption Date.
 
The Company will pay accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.
 
“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes.
 
“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
 
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.
 
 
 

 
 
“Primary Treasury Dealer” means a primary U.S. Government securities dealer in the United States and such dealer’s affiliates.
 
“Reference Treasury Dealer” means each of (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC or their respective affiliates which are Primary Treasury Dealers, and their respective successors and (2) two other Primary Treasury Dealers appointed by the Company; provided , however , that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
 
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.
 
“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
 
Notice of redemption shall be sent at least 30 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address.  If less than all of the Notes are to be redeemed at any time, the Trustee shall select Notes to be redeemed on a pro rata basis, by lot, or by any other method the Trustee deems fair and appropriate. The notice of redemption for the Notes shall state, among other things, the amount of the Notes to be redeemed, the Redemption Date, the manner in which the Redemption Price shall be calculated and the place or places that payment shall be made upon presentation and surrender of the Notes to be redeemed.
 
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption.
 
The Company shall pay interest to a person other than the Holder on the Regular Record Date if the Company elects to redeem the Notes on a date that is after the Regular Record Date but on or prior to the corresponding Interest Payment Date. In this instance, the Company shall pay accrued interest on the Notes being redeemed to, but not including, the Redemption Date to the same person to whom the Company shall pay the principal of those Notes.
 
 
 

 
 
6.            Special Mandatory Redemption
 
In the event that the agreement and plan of merger, dated as of July 15, 2014 (the “Merger Agreement”) by and among the Company, Albemarle Holdings Corporation and Rockwood Holdings, Inc. is terminated at any time prior to August 15, 2015 or the Company does not consummate the merger contemplated by the Merger Agreement (the “Merger”) on or prior thereto, then the Company shall be required to redeem the Notes on the Special Mandatory Redemption Date (as defined below) at a Redemption Price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or duly provided for, whichever is later, to but excluding the Special Mandatory Redemption Date.  The “Special Mandatory Redemption Date” means the earlier to occur of (1) September 15, 2015, if the Merger has not been completed on or prior to August 15, 2015, or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Merger Agreement for any reason.
 
The Company shall cause the notice of special mandatory redemption to be delivered electronically or mailed, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering the redemption to each Holder of the Notes at its registered address.  If funds sufficient to pay the special mandatory redemption price of all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Paying Agent, on or before such Special Mandatory Redemption Date, as of such Special Mandatory Redemption Date, interest shall cease to accrue on the Notes.
 
7.            Change of Control .  Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has exercised its right to redeem the Notes in accordance with Section 5 above by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes shall have the right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, up to but not including the date of purchase (the “Change of Control Payment”).
 
Unless the Company has exercised its right to redeem the Notes, within 30 days following the date upon which the Change of Control Triggering Event occurs or, at the option of the Company, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first class mail, a notice to each Holder of Notes to their addresses as set forth in the Security Register, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
 
On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
 
 
 

 
 
The Change of Control Offer Notice shall state that Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date.  Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased.
 
The Change of Control Offer Notice shall state that the Paying Agent shall promptly pay to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in a principal amount of $2,000 or any greater amount in multiples of $1,000.
 
The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event.  To the extent that the provisions of any such securities laws or regulations conflict with the terms of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the terms of the Notes by virtue of any such conflict.
 
The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a Default in the payment of the Change of Control Payment on the Change of Control Payment Date.
 
“Change of Control” means the occurrence of any of the following after the date of issuance of the Notes:
 
(a)  the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and the assets of its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;
 
 
 

 
 
(b)  the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its Subsidiaries) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Voting Stock of the Company representing a majority of the voting power of the outstanding Voting Stock of the Company;
 
(c)  the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the voting power of the Voting Stock of the surviving Person immediately after giving effect to such transaction; or
 
(d)  the adoption by the stockholders of the Company of a plan relating to its liquidation or dissolution.
 
Notwithstanding the foregoing, a transaction (or series of related transactions) shall not be deemed to involve a Change of Control under clause (b) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Company immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
 
“Change of Control Triggering Event” means (i) the rating of the Notes is lowered by each of the Rating Agencies on any date during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by the Company of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period shall be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change), and (ii) the Notes are rated below Investment Grade by each of the Rating Agencies on any day during the Trigger Period; provided that a Change of Control Trigger Event shall not be deemed to have occurred in respect of a particular Change of Control if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee at the Company’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control.
 
Notwithstanding the foregoing, no Change of Control Triggering Event shall be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
 
 
 

 
 
“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of “Rating Agency.”
 
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
 
“Person” means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock company, joint venture, trust, incorporated or unincorporated organization or government or any agency or political subdivision thereof.
 
“Rating Agency” means each of Moody’s and S&P; provided , that if either Moody’s or S&P ceases to provide rating services to issuers or investors, the Company may appoint another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act as a replacement for such Rating Agency; provided that the Company shall give notice of such appointment to the Trustee.
 
“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., and its successors.
 
“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.
 
8.            No Sinking Fund .  The Company shall not be required to make sinking fund payments with respect to the Notes.
 
9.            Denominations, Transfer, Exchange .  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.  No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing.
 
10.            Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes.
 
 
 

 
 
11.            Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification or waiver of the rights and obligations of the Company and the rights of the Holders of the Notes and each other series of Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the Notes and other Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of more than 50% in aggregate principal amount of the Notes and each other series of Securities at the time Outstanding, on behalf of the Holders of all outstanding Notes and each other series of Securities at the time Outstanding, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults (other than with respect to nonpayment or in respect of a provision that cannot be waived without the written consent of each Holder affected) under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
 
12.            No Recourse Against Others .  No director, officer, employee, incorporator or shareholder of the Company or the Guarantors, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.
 
13.            Authentication .  This Note shall not be valid until authenticated by the manual signature of the Trustee.
 
14.            Abbreviations .  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
 
15.            CUSIP Numbers .  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
 
16.            Guarantees .  The Company’s obligations under the Notes are fully and unconditionally guaranteed by the Guarantors as set forth in the Indenture.
 
17.            Ranking .  The Notes and the Guarantees of the Guarantors shall be unsecured and unsubordinated obligations of the Company and the Guarantors, respectively, and shall rank equal in right of payment to all of the existing and future unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.
 
 
 

 
 
18.            Defeasance and Covenant Defeasance .  The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness with respect to the Notes and (b) certain restrictive covenants (and related Events of Default) with respect to the Notes, in each case upon compliance by the Company with certain conditions set forth in the Indenture.
 
19.            Satisfaction and Discharge .  The Indenture contains provisions for satisfaction and discharge of the Notes at any time upon compliance by the Company with certain conditions set forth in the Indenture.
 
20.            Governing Law .  The Notes are governed by, and construed in accordance with, the laws of the State of New York.
 
The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:
 
Albemarle Corporation
451 Florida Street
Baton Rouge, LA 70801
Facsimile:  225 388-7716
Attention:  General Counsel
 
 
 
 
 
 
 
 
 
 

 
 
 

 
 

 
ASSIGNMENT FORM
 
To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to
 
 
(Insert assignee’s soc. sec. or tax I.D. no.)
 
 
 
 
(Print or type assignee’s name, address and zip code)
and irrevocably appoint ___________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.
 
 
Date: ______________________  
 
Your Signature:  ______________________
 
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee.
 
 
 

 
 
SCHEDULE OF INCREASES OR DECREASES IN PRINCIPAL AMOUNT
 
The initial principal amount of this Note is $350,000,000.  The following increases or decreases in this Note have been made:
 
Date of Redemption or Repurchase
Amount of decrease in Principal Amount of this Note
Amount of increase in Principal Amount of this Note
Principal amount of this Note following such decrease or increase
Notation Made by or on Behalf of Trustee
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
 
 
 
 
 
 
 
 
 

EXHIBIT 5.1
 
Albemarle Corporation
November 24, 2014
Albemarle Holdings Corporation
Albemarle Holdings II Corporation
451 Florida Street
Baton Rouge, Louisiana 70801
 
Albemarle Corporation

$1,025,000,000
3.000% Senior Notes due 2019
4.150% Senior Notes due 2024
5.450% Senior Notes due 2044


Ladies and Gentlemen:
 
We have acted as counsel to Albemarle Corporation, a Virginia corporation (the “ Albemarle ”), Albemarle Holdings Corporation, a Delaware corporation (“ Holdings ”), and Albemarle Holdings II Corporation, a Delaware corporation (“ Holdings II ” and, together with Holdings, the “ Guarantors ”; the Guarantors together with Albemarle, the “ Registrants ”), in connection with the issuance and sale by Albemarle, subject to the terms and conditions set forth in the Underwriting Agreement, dated November 17, 2014 (the “ Underwriting Agreement ”), among Albemarle, the Guarantors and each of the Underwriters listed in Schedule 1 thereto of $250,000,000 aggregate principal amount of Albemarle’s 3.000% Senior Notes due 2019 (the “ 2019 Notes ”), $425,000,000 aggregate principal amount of its 4.150% Senior Notes due 2024 (the “ 2024 Notes ”) and $350,000,000 aggregate principal amount of its 5.450% Senior Notes due 2044 (the “ 2044 Notes ” and, together with the 2019 Notes and the 2024 Notes, the “ Notes ”) pursuant to a Registration Statement on Form S-3ASR (File No. 333-199110) (the “ Registration Statement ”) filed by the Registrants with the Securities and Exchange Commission (the “ Commission ”) to effect the registration of the Securities under the Securities Act of 1933, as amended (the “ Securities Act ”). The Notes are to be issued as separate series from each other pursuant to an indenture dated as of January 20, 2005 (the “ Base Indenture ”), between Albemarle and U.S. Bank National Association as successor trustee to The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York) (the “ Trustee ”), as amended and supplemented from time to time and as further supplemented by the third supplemental indenture, dated as of November 24, 2014 (the “ Supplemental Indenture ” and, together with such other supplements from time to time and the Base Indenture, the “ Indenture ”), among Albemarle, the Guarantors and the Trustee. The Notes will be fully and unconditionally guaranteed by each of the Guarantors pursuant to the guarantees (collectively, the “ Guarantees ” and, together with the Notes, the “ Securities ”), as provided for in the Indenture.
 
In that connection, we have reviewed the originals, or copies identified to our satisfaction, of the Base Indenture, the Supplemental Indenture, the Registration Statement, the base prospectus, dated October 1, 2014 and forming a part of the Registration Statement (the “ Base Prospectus ”), the final prospectus supplement, dated November 17, 2014, relating to the Securities (the “ Final Prospectus Supplement ”) (the Base Prospectus, as amended and supplemented by the Final Prospectus Supplement, in the form first filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act , including the documents incorporated by reference therein, hereinafter collectively referred to as the “ Prospectus ”), the Officers’ Certificate dated November 24, 2014 delivered by Albemarle to the Trustee pursuant to Section 3.01 of the Indenture, the certificates of incorporation and by-laws of the Guarantors and such corporate records of the Registrants, certificates of public officials, officers of the Registrants and other persons, and other documents, agreements and instruments, as we have deemed necessary as a basis for the opinions expressed below.  In our review, we have assumed the genuineness of all signatures, the authenticity of the originals of the documents submitted to us and the conformity to authentic originals of any documents submitted to us as copies.  We have further assumed, as to matters of fact, the truthfulness of the representations made in certificates of public officials and officers of the Registrants; that the Indenture and the Securities have been duly authorized by Albemarle and that the Indenture is the legal, valid and binding obligation of each party thereto, other than Albemarle and the Guarantors, enforceable against each such party in accordance with its terms.
 
 
 

 
 
Our opinions set forth below are limited to the law of the State of New York and the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law. We note that Troutman Sanders LLP, special Virginia counsel to Albemarle, has furnished its opinions, dated the date hereof and filed as an exhibit to the Current Report on Form 8-K dated the date hereof filed by Albemarle, with respect to certain matters of Virginia law.
 
Based upon the foregoing, and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:
 
1.  The Supplemental Indenture has been duly authorized by each of the Guarantors, duly executed and delivered by each of the Guarantors and, to the extent such execution and delivery is a matter of New York law, Albemarle, and the Indenture is the legal, valid and binding obligation of Albemarle and each of the Guarantors, enforceable against Albemarle and each of the Guarantors in accordance with its terms.
 
2.  The Securities have been duly authorized by each of the Guarantors and duly executed by Albemarle to the extent such execution is a matter of New York law and, when authenticated by the Trustee in accordance with the Indenture and delivered and paid for as provided in the Underwriting Agreement, the Securities will be legal, valid and binding obligations of Albemarle and each Guarantor enforceable against Albemarle and each Guarantor in accordance with their terms and entitled to the benefits of the Indenture.
 
The opinions set forth above are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers), and (ii) the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
 
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K dated the date hereof filed by Albemarle and incorporated by reference into the Registration Statement and to the use of our name in the Base Prospectus under the caption “Legal Matters” and in the Final Prospectus Supplement under the caption “Validity of Securities”, each constituting a part of such Registration Statement.   In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
 
 
Very truly yours,
     
 
/s/ Shearman & Sterling LLP
     
 

LLJ/BDB/RDG
RE
 
 
 
 

EXHIBIT 5.2
 
November 24, 2014
 
Albemarle Corporation
451 Florida Street
Baton Rouge, Louisiana  70801
 
Ladies and Gentlemen:
 
Albemarle Corporation, a Virginia corporation (the “ Company ”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-199110) (the “ Registration Statement ”) for the purpose of registering under the Securities Act of 1933, as amended (the “ Securities Act ”), certain securities, including $250,000,000 aggregate principal amount of the Company’s 3.000% Senior Notes due 2019 (the “ 2019 Notes ”), $425,000,000 aggregate principal amount of the Company’s 4.150% Senior Notes due 2024 (the “ 2024 Notes ”) and $350,000,000 aggregate principal amount of the Company’s 5.450% Senior Notes due 2044 (together with the 2019 Notes and the 2024 Notes, the “ Notes ”). The Notes are to be issued pursuant to the provisions of the indenture dated as of January 20, 2005 (the “ Base Indenture ”) between the Company and  U.S. Bank National Association, successor trustee to The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York), as trustee, as supplemented from time to time and as further supplemented by a third supplemental indenture, dated  as of the date hereof (all such supplements, together with the Base Indenture, the “ Indenture ”). The Notes are to be sold pursuant to the Underwriting Agreement dated November 17, 2014 (the “ Underwriting Agreement ”) among the Company and the several underwriters named therein (the “ Underwriters ”). The Notes will be fully and unconditionally guaranteed by Albemarle Holdings Corporation, a Delaware corporation , and Albemarle Holdings II Corporation, a Delaware corporation, pursuant to the guarantees (such guarantees, together with the Notes, the “ Securities ”), as provided for in the Indenture.
 
This opinion is being furnished to you at your request in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
 
We, as your Virginia counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by the Company’s officers and representatives, and other documents as we have deemed necessary or advisable for the purposes of rendering the opinion set forth herein, including (i) the corporate and organizational documents of the Company, including the Amended and Restated Articles of Incorporation, as amended to date, and the Amended and Restated Bylaws of the Company, as amended to date, (ii) the resolutions of the Board of Directors of the Company with respect to the Registration Statement, the registration of the Notes and related matters, (iii) the Registration Statement and exhibits thereto, (iv) the base prospectus, dated October 1, 2014 and forming a part of the Registration Statement (the “ Base Prospectus ”), (v) the preliminary prospectus supplement, dated November 17, 2014, relating to the Securities, (vi) the final prospectus supplement, dated November 17, 2014, relating to the Securities (the “ Final Prospectus Supplement ”) and (vii) the Officers’ Certificate dated November 24, 2014 delivered by the Company to the Trustee pursuant to Section 3.01 of the Indenture.
 
 
 

 
 
For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
 
As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties.
 
We are members of the bar of the Commonwealth of Virginia and are not purporting to be experts on, or generally familiar with, or qualified to express legal conclusions based upon, laws of any state or jurisdiction other than the federal laws of the United States of America and the Commonwealth of Virginia and we express no opinion as to the effect of the laws of any other jurisdiction or as to the securities or blue sky laws of any state (including, without limitation, Virginia), municipal law or the laws of any local agencies within any state (including, without limitation, Virginia). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is limited to the laws, including the rules and regulations under the Securities Act, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
 
Based on the foregoing and in reliance thereon, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are of the opinion that:
 
 
1.
The Notes have been duly authorized, executed and delivered by the Company and when authenticated in accordance with the provisions of the Indenture and duly delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms to the extent such matters are governed by the laws of the Commonwealth of Virginia, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain remedies, or (d) the waivers of any usury defense contained in the Indenture or Notes which may be unenforceable.
 
 
 

 
 
Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in law.
 
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and to the use of our name in the Base Prospectus under the caption “Legal Matters” and in the Final Prospectus Supplement under the caption “Validity of Securities”, each constituting a part of such Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Commission promulgated thereunder.
 
 
Very truly yours,
 
       
  /s/ Troutman Sanders LLP