4,000,000 Shares of Common Stock ALBEMARLE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2005 • Albemarle Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
Albemarle Corporation, a corporation organized and existing under the laws of the Commonwealth of Virginia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,000,000 shares (the “Company Shares”) of its common stock, par value $.01 per share (the “Common Stock”). The shareholders of the Company listed on Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the Underwriters an aggregate of 488,420 shares of Common Stock (the “Selling Shareholders’ Shares” and together with the Company Shares, the “Firm Shares”). For the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 673,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and any Additional Shares
ContractUnderwriting Agreement • January 20th, 2005 • Albemarle Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
Albemarle Corporation, a corporation organized and existing under the laws of the Commonwealth of Virginia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) $325,000,000 in aggregate principal amount of its 5.10% Senior Notes due 2015 (the “Notes”). The Notes are to be issued pursuant to an Indenture, dated as of January 20, 2005, between the Company and The Bank of New York, as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated of January 20, 2005 (as supplemented, the “Indenture”). Banc of America Securities LLC, UBS Securities LLC and Bear, Stearns & Co. Inc. are acting as representatives (together, the “Representatives”), in connection with the offering and sale of the Notes contemplated herein (the “Offering”).
ContractFirst Supplemental Indenture • January 20th, 2005 • Albemarle Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 20, 2005 (this “First Supplemental Indenture”), between Albemarle Corporation, a Virginia corporation (the “Company”), whose principal office is located at 330 South Fourth Street, Richmond, Virginia 23219 and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
