SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO SECOND AMENDED

AND RESTATED REVOLVING CREDIT AGREEMENT

            THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment"), is made and entered into as of March 24, 2009, by and among NEWMARKET CORPORATION, a Virginia corporation (the "Borrower"), the several banks and other financial institutions party hereto and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent").

W I T N E S S E T H:

WHEREAS, Borrower, the several banks and other financial institutions from time to time party thereto (collectively, the "Lenders"), PNC Bank, National Association, in its capacity as Documentation Agent for the Lenders, General Electric Capital Corporation and Bank of America, N.A., in their capacities as Co-Syndication Agents for the Lenders, and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of December 21, 2006, as amended by that certain First Amendment to Second Amended and Restated Revolving Credit Agreement dated as of September 26, 2008 (and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to Borrower; and

WHEREAS, the Aggregate Revolving Commitment Amount under the Credit Agreement was increased by the amount of $7,000,000 pursuant to that certain Supplement Agreement dated as of December 22, 2008; and

WHEREAS, the Aggregate Revolving Commitment Amount under the Credit Agreement was increased by the amount of $5,000,000 pursuant to that certain Supplement Agreement dated as of January 5, 2009; and

WHEREAS, the Borrower has requested that the Aggregate Revolving Commitment Amount be increased by an additional $5,000,000 pursuant to Section 2.23 of the Credit Agreement, and subject to the terms and conditions hereof, certain banks and other financial institutions party to the Credit Agreement are willing to increase their Revolving Commitments (the " Increasing Lenders ") such that after the consummation of the transactions contemplated by this Amendment, the Aggregate Revolving Commitment Amount will be $117,000,000; and

WHEREAS, the Lenders, at the request of Borrower, have agreed to make certain other modifications to the Credit Agreement, all on the terms, and subject to the conditions, set forth herein.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, Borrower, the Required Lenders, the Increasing Lenders and the Administrative Agent agree as follows:

1. 1. Amendments .

             (a)       Section 1.1 of the Credit Agreement is hereby amended by replacing the definitions of "Aggregate Revolving Commitment Amount", "Applicable Margin", "Applicable Percentage", "Base Rate", "Consolidated Fixed Charges", "Consolidated Net Income", "Issuing Bank", "LC Commitment" and "LIBOR" in their entirety with the following definitions:

            " Aggregate Revolving Commitment Amount " shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time to time. On the Second Amendment Effective Date, the Aggregate Revolving Commitment Amount is $117,000,000.

            " Applicable Margin " shall mean, as of any date, with respect to interest on all Revolving Loans outstanding on any date, a percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Schedule I ; provided , that a change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective on the second Business Day after which the Borrower delivers the financial statements required by Section 5.1(a ) or ( b ) and the Compliance Certificate required by Section 5.1(c ); provided further , that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the Applicable Margin shall be at Level I as set forth on Schedule I until such time as such financial statements and Compliance Certificate are delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding the foregoing, the Applicable Margin from the Second Amendment Effective Date until the financial statements and Compliance Certificate for the Fiscal Quarter ending March 31, 2009 are required to be delivered shall be at Level IV as set forth on Schedule I . In the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.1(a) , (b) or (c) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin as set forth on Schedule I for any period than the Applicable Margin applied for such period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such period, (ii) the Applicable Percentage shall be at Level I as set forth on Schedule I for such period, and (iii) the Borrower shall immediately pay to the Administrative Agent, for the account of the Lenders, the accrued additional interest owing as a result of such increased Applicable Margin for such period. The provisions of this definition shall not limit the rights of the Administrative Agent and the Lenders with respect to Section 2.13(c ) or Article VIII .

            " Applicable Percentage " shall mean, as of any date, with respect to the commitment fee as of any date, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Schedule I ; provided , that a change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective on the second Business Day after which the Borrower delivers the financial statements required by Section 5.1 ( a ) or ( b ) and the Compliance Certificate required by Section 5.1(c ); provided further , that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate, the Applicable Percentage shall be at Level I as set forth on Schedule I until such time as such financial statements and Compliance Certificate are delivered, at which time the Applicable Percentage shall be determined as provided above. Notwithstanding the foregoing, the Applicable Percentage for the commitment fee from the Second Amendment Effective Date until the financial statements and Compliance Certificate for the Fiscal Quarter ending March 31, 2009 are required to be delivered shall be at Level IV as set forth on Schedule I . In the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.1(a) , (b) or (c) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage as set forth on Schedule I for any period than the Applicable Percentage applied for such period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such period, (ii) the Applicable Percentage shall be at Level I as set forth on Schedule I for such period, and (iii) the Borrower shall immediately pay to the Administrative Agent, for the account of the Lenders, the accrued additional interest owing as a result of such increased Applicable Percentage for such period. The provisions of this definition shall not limit the rights of the Administrative Agent and the Lenders with respect to Section 2.13(c) or Article VIII .

            " Base Rate " shall mean the highest of (i) the per annum rate which the Administrative Agent publicly announces from time to time to be its prime lending rate, as in effect from time to time, and (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) and (iii) one-month LIBOR determined on a daily basis (any changes in such rates to be effective as of the date of any change in such rate) plus one percent (1.00%). The Administrative Agent's prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent may make commercial loans or other loans at rates of interest at, above, or below the Administrative Agent's prime lending rate.       

            " Consolidated Fixed Charges " shall mean, for the Borrower and its Restricted Subsidiaries for any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period, (ii) scheduled principal payments made on Consolidated Total Debt during such period, (iii) Restricted Payments paid during such period and the amount paid by the Borrower and its Restricted Subsidiaries in cash on account of Capital Expenditures for such period, other than (x) expenses paid or incurred by the Foundry Park Subsidiary with respect to Foundry Park and financed by the Construction Loan during such period and (y) Growth Capital Expenditures (other than that portion of such Growth Capital Expenditures financed by lenders other than the Lenders hereunder) paid during such period.

            " Consolidated Net Income " shall mean, for any period, the net income (or loss) of Borrower and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded (i) the income (or loss) of any Person in which any other Person (other than Borrower or any of its wholly-owned Domestic Restricted Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Restricted Subsidiaries by such Person during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Borrower or is merged into or consolidated with the Borrower or any Restricted Subsidiary on the date that such Person's assets are acquired by the Borrower or any Restricted Subsidiary, (iii) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement (other than the Agreement), instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (iv) any after-tax gains or losses attributable to asset sales or returned surplus assets of any pension plan, (v) the income (or loss) arising from Net Mark-to-Market Exposure of the Foundry Park Rate Lock in an amount not to exceed $25,000,000, and (vi) (to the extent not included in clauses (i) through (iv) above) any net extraordinary gains or net non-cash extraordinary losses.

            " Issuing Bank " shall mean SunTrust Bank or any other Lender, each in its capacity as an issuer of Letters of Credit pursuant to Section 2.22 , provided , however , that SunTrust Bank shall be given the right of first refusal on the issuance and renewal of all Letters of Credit.

            " LC Commitment " shall mean that portion of the Aggregate Revolving Commitment Amount that may be used by the Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $75,000,000.

            " LIBOR " shall mean, for any Interest Period with respect to a Eurodollar Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London, England time), two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, LIBOR shall be, for any Interest Period, the rate per annum reasonably determined by the Administrative Agent as the rate of interest at which Dollar deposits in the approximate amount of the Eurodollar Loan comprising part of such borrowing would be offered by the Administrative Agent to major banks in the London interbank Eurodollar market at their request at or about 10:00 a.m. two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

            (b)        Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions of "Construction Loan", "Defaulting Lender", "Foundry Park", "Foundry Park Rate Lock", "Foundry Park Subsidiary", "Growth Capital Expenditures" and "Second Amendment Effective Date" in the appropriate alphabetical order:

            " Construction Loan " shall mean Indebtedness of the Foundry Park Subsidiary permitted under Section 7.1(l) in connection with the construction of Foundry Park.       

            " Defaulting Lender " shall mean, at any time, any Lender that, at such time (a) has failed to make any payment required to be made by it hereunder, (b) has otherwise failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of any Loan Document or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

" Foundry Park " shall mean the approximately 3.155 acres of land located off of South 7 ^th Street and Tredegar Street in the City of Richmond, Virginia on which the Borrower is constructing an approximately 307,170 square foot office building with approximately 1,050 parking spaces and related amenities and improvements.

" Foundry Park Rate Lock " shall mean that certain transaction dated as of February 26, 2007 under which the Foundry Park Subsidiary entered into a rate lock with Principal Commercial Funding II, LLC or another counterparty.

            " Foundry Park Subsidiary " shall mean Foundry Park I, LLC, a Virginia limited liability company.

            " Growth Capital Expenditures " shall mean, without duplication, Capital Expenditures related to (i) the acquisition or construction of new facilities of the Borrower and its Restricted Subsidiaries or (ii) the construction or expansion of the existing facilities of the Borrower and its Restricted Subsidiaries .

            " Second Amendment Effective Date " shall mean March 24, 2009.

(c)        Section 2.4 of the Credit Agreement is hereby amended by replacing subsections (a) and (b) of such Section with the following:

            (a)        Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitment Amount and the aggregate Revolving Credit Exposures of all Lenders; provided , that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan and provided , further , if any Lender is a Defaulting Lender, the Swingline Lender shall not be required to make any Swingline Loans unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the participation in the Swingline Exposure of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Swingline Exposure. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and conditions of this Agreement

            (b)        The Borrower   shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (" Notice of Swingline Borrowing ") prior to 11:00 a.m. (New York time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Base Rate the Swingline Rate and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (New York time) on the requested date of such Swingline Loan.

            (d)        Section 2.22 of the Credit Agreement is hereby amended by replacing such Section with the following:

Section 2.22.   Letters of Credit .

1. 1. 1. During the Availability Period, the applicable Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d ), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided , that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; and (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount; provided , further , if any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue any Letter of Credit unless such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank's risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the LC Exposure. Each I