SECOND AMENDMENT TO CREDIT AGREEMENT AND INCREASE OF AGGREGATE COMMITMENTS

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND INCREASE OF AGGREGATE COMMITMENTS, dated as of December 22, 2014 (this “Amendment”), is entered into among ALBEMARLE CORPORATION, a Virginia corporation (the “Company”), ALBEMARLE GLOBAL FINANCE COMPANY SCA, a Belgian partnership limited by shares (“société en commandite par actions” – “commanditaire vennootschap op aandelen”) (the “Belgian Borrower” and together with the Company, collectively, the “Borrowers”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below and as amended by this Amendment).

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of February 7, 2014 (as amended by that certain First Amendment to Credit Agreement dated as of August 15, 2014, the “Credit Agreement”); and

NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Increase of the Aggregate Commitments. Pursuant to Section 2.01(b) of the Credit Agreement (as in effect prior to giving effect to the amendments set forth in Section 2 below), the Aggregate Commitments are hereby increased by $250,000,000. Such increase in the Aggregate Commitments is reflected in Schedule 2.01 attached hereto.

“Aggregate Commitments” means the aggregate amount of Commitments of all the Lenders. The amount of the Aggregate Commitment in effect on the Second Amendment Effective Date is ONE BILLION DOLLARS ($1,000,000,000).

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Debt as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date. Notwithstanding anything to the contrary contained herein, for purposes of calculating the Consolidated Leverage Ratio for the fiscal quarter ending December 31, 2014, Consolidated Funded Debt shall be calculated net of

unrestricted cash on the balance sheet of the Consolidated Group in an aggregate amount not to exceed the aggregate amount outstanding under the Term Loan Credit Agreement and the Cash Bridge Credit Agreement.

“Cash Bridge Credit Agreement” means that certain Cash Bridge Credit Agreement dated as of December 2, 2014 among the Company, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.

“Term Loan Credit Agreement” means that certain Credit Agreement dated as of August 15, 2014 among the Company, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.

(b)Section 2.01. Section 2.01(b) of the Credit Agreement is hereby amended to read as follows:

(c)Schedule 2.01. Schedule 2.01 of the Credit Agreement is hereby amended as set forth in Schedule 2.01 attached hereto.

(a)Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrowers, the Administrative Agent, the Required Lenders and each Lender increasing its Commitment.

(i)The Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrowers) it may reasonably request relating to the corporate or other necessary authority for and the validity of such increase in the Aggregate Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent.

(ii)If any Committed Loans are outstanding on the Second Amendment Effective Date, each Borrower shall, if applicable, prepay one or more of such Borrower’s existing Committed Loans (such prepayment to be subject to Section 3.05 of the Credit Agreement) in an amount necessary such that after giving effect to the increase in the Aggregate Commitments, each Lender will hold its pro rata share (based on its Pro Rata Share of the increased Aggregate Commitments) of outstanding Committed Loans.

(c)    Lender/Arranger Fees. The Company shall have paid (i) to the Administrative Agent, for the account of each Lender, all agreed upfront fees due and payable to such Persons on the date hereof and (ii) to the Administrative Agent and MLPFS, all fees due and payable to such Persons on the date hereof.

Without limiting the generality of the provisions of the last paragraph of Section 10.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the effectiveness of this Amendment specifying its objection thereto.

reasonable documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable documented fees and expenses of Moore & Van Allen, PLLC.

and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents, as amended hereby. This Amendment is a Loan Document.

(a)It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)This Amendment has been duly executed and delivered by such Borrower and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) applicable Debtor Relief Laws and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)No material consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Borrower of this Amendment.

(d)The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its Organization Documents or (ii) materially violate, contravene or conflict with any Laws applicable to it.

warrants to the Lenders that after giving effect to this Amendment (a) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof unless they specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (b) no Default exists.

(and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

9.Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original.

10.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

11.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

12.Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

13.Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.