10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-32190

NEWMARKET CORPORATION

Incorporated pursuant to the Laws of the Commonwealth of Virginia

Internal Revenue Service Employer Identification No. 20-0812170

330 South Fourth Street

Richmond, Virginia 23219-4350

804-788-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
COMMON STOCK, without par value	NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act    Yes x    No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act    Yes ¨    No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer  x        Accelerated filer  ¨        Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ¨    No x

Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2006 (the last business day of the registrant’s most recently completed second fiscal quarter): $717,120,715 *

Number of shares of Common Stock outstanding as of January 31, 2007: 17,293,860

DOCUMENTS INCORPORATED BY REFERENCE

Portions of NewMarket Corporation’s definitive Proxy Statement for its 2007 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by reference into Part III of this Annual Report on Form 10-K.

*In determining this figure, an aggregate of 2,628,041 shares of Common Stock as beneficially owned by Bruce C. Gottwald and members of his immediate family have been excluded and treated as shares held by affiliates. See Item 12. The aggregate market value has been computed on the basis of the closing price in the New York Stock Exchange Composite Transactions on June 30, 2006 as reported by The Wall Street Journal.

Form 10-K

Table of Contents

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	21
Item 4.	Submission of Matters to a Vote of Security Holders	23
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	28
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	96
Item 9A.	Controls and Procedures	96
Item 9B.	Other Information	97
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	98
Item 11.	Executive Compensation	98
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	98
Item 13.	Certain Relationships and Related Transactions, and Director Independence	99
Item 14.	Principal Accounting Fees and Services	99
PART IV
Item 15.	Exhibits, Financial Statement Schedules	100
	Signatures	103

PART I

ITEM 1.    BUSINESS

NewMarket Corporation (NewMarket) (NYSE:NEU) is a holding company which is the parent company of Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), NewMarket Services Corporation (NewMarket Services), and NewMarket Development Corporation (NewMarket Development). NewMarket, through its subsidiaries Afton and Ethyl, develops, manufactures, blends, and delivers performance chemical additives that enhance the performance of petroleum products, and markets and sells these chemical additives worldwide.

Afton and Ethyl manage their own assets and liabilities. Afton encompasses the petroleum additives business, while Ethyl represents the tetraethyl lead (TEL) business and certain manufacturing operations. NewMarket Services provides various administrative services to NewMarket, Afton, and Ethyl. NewMarket Services departmental expenses and other expenses are billed to Afton, Ethyl, and NewMarket pursuant to services agreements between the companies.

References in this Annual Report on Form 10-K to “we,” “our,” and “NewMarket” are to NewMarket Corporation and its subsidiaries on a consolidated basis, unless the context indicates otherwise.

As a specialty chemicals company, Afton provides highly formulated packages of lubricant and fuel additives. Afton develops, manufactures, and blends fuel and lubricant additive products, and markets and sells these products worldwide. Afton is one of the largest global producers of lubricant additives and offers a broad line of fuel additives worldwide. Lubricant and fuel additives are necessary products for efficient maintenance and reliable operation of all vehicles and machinery. From custom-formulated chemical blends to market-general additive components, we believe Afton provides customers with products and solutions that make fuels burn cleaner, engines run smoother, and machines last longer.

Afton serves the petroleum additives market with five unique brands. HiTEC^® petroleum additives are formulated to provide our customers with a measurable and sustainable marketing or cost advantage. The GREENBURN^® product line provides formulated products to provide immediate, sustained, and economical performance features and emission reductions across the entire spectrum of fuels, the TecGARD™ brand is specially formulated to meet the operating demands of the global metalworking industry, and our BioTEC™ additives are designed specifically for the biofuels marketplace. Afton also markets its methylcyclopentadienyl manganese tricarbonyl (MMT^®) gasoline additive under several HiTEC products. While providing refiners improved gasoline production efficiency, MMT has been proven to provide significant environmental and vehicle performance benefits. All five brands are marketed worldwide by Afton employees and our valuable distributors.

Afton has developed long-term relationships with its customers in every major region of the world, which Afton serves through seven manufacturing facilities in the Americas and Europe.

Afton has more than 235 employees dedicated to research and development who work closely with their customers to develop chemical formulations that are tailored to the customers’ and the end-users’ specific needs. Afton’s portfolio of technologically advanced, value-added products allows it to provide a full range of products and services to its customers.

Through Ethyl, we are one of the primary marketers of TEL in North America, and through the marketing agreements with affiliates of Innospec Inc., we are the only marketer of TEL outside of North America.

We were incorporated in the Commonwealth of Virginia in 2004. Our principal executive offices are located at 330 South Fourth Street, Richmond, Virginia, and our telephone number is (804) 788-5000. We employed 1,185 people at year-end 2006.

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Business Segments

We report our business in two distinct segments: petroleum additives, represented by Afton, and TEL, represented by Ethyl. We divide our business this way due to the operational differences between the two business units. The petroleum additives business operates in a market where we actively seek growth opportunities, while TEL is a mature product with declining demand and is marketed primarily through third-party agreements. Financial information concerning our segments is provided in Item 8, “Financial Statements and Supplementary Data.”

Petroleum Additives—Petroleum additives are used in lubricating oils and fuels to enhance their performance in machinery, vehicles, and other equipment. We manufacture chemical components that are selected to perform one or more specific functions and blend those chemicals with other components to form additive packages for use in specified end-user applications. The petroleum additives market is an international marketplace, with customers ranging from oil companies and refineries to original equipment manufacturers (OEMs) and other specialty chemical companies. The petroleum additives segment includes common customers, is served by the same plants, shares common components or building blocks, and is supported with a common sales, as well as research and development, workforce.

We believe our success in the petroleum additives market is largely due to our ability to bring value to our customers. We accomplish this by understanding their needs and applying our technical capabilities, formulation expertise, broadly differentiated product offerings, and global distribution capabilities to meet those needs. We invest significantly in research and development in order to meet our customers’ needs, as well as the rapidly changing environment for new and improved products and services.

We view the petroleum additives marketplace as being comprised of two broad product groupings: lubricant additives and fuel additives. Lubricant additives are highly formulated chemical products that improve the performance, durability, and functionality of mineral oils, synthetic oils, and biodegradable oils, thereby enhancing the performance of machinery and engines. Fuel additives are chemical components and products that improve the refining process and performance of gasoline, diesel, and other fuels, resulting in lower fuel costs, improved vehicle performance, reduced tailpipe or smokestack emissions, or improved power plant efficiency.

Lubricant Additives

Lubricant additives are essential ingredients for lubricating oils. Lubricant additives are used in a wide variety of vehicle and industrial applications, including engine oils, automatic transmission fluids, gear oils, hydraulic oils, turbine oils, and in virtually any other application where metal-to-metal moving parts are utilized. Lubricant additives are organic and synthetic chemical components that enhance wear protection, prevent deposits, and protect against the hostile operating environment of an engine, transmission, axle, hydraulic pump, or industrial machine.

Lubricants are used in nearly every piece of operating machinery from heavy industrial equipment to vehicles. Lubricants provide a layer of insulation and protection between moving mechanical parts. Without this layer of protection, the normal functioning of machinery would not occur. Effective lubricants reduce downtime, prevent accidents, and increase efficiency. Specifically, lubricants serve the following main functions:

• Friction reduction—Friction is reduced by maintaining a thin film of lubricant between moving surfaces, preventing them from coming into direct contact with one another and reducing wear on moving machinery.

• Heat removal—Lubricants act as coolants by removing heat resulting from either friction or through contact with other, higher temperature materials.

• Containment of contaminants—Lubricants can be contaminated in many ways, especially over time. Lubricants are required to function by carrying contaminants away from the machinery and neutralizing the deleterious impact of the by-products of combustion.

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The functionality of lubricants is created through an exact balance between a base fluid and performance enhancing additives. This balance is the goal of effective formulations achieved by experienced research professionals. We offer a full line of lubricant additive products, each of which is composed of component chemicals specially selected to perform desired functions. We manufacture most of the chemical components and blend these components to create products designed to meet industry and customer specifications. Lubricant additive components are generally classified based upon their intended functionality, including:

• detergents, which clean moving parts of engines and machines, suspend oil contaminants and combustion by-products, and absorb acidic combustion products;

• dispersants, which serve to inhibit the formation of sludge and particulates;

• extreme pressure/antiwear agents, which reduce wear on moving engine and machinery parts;

• viscosity index modifiers, which improve the viscosity and temperature characteristics of lubricants and help the lubricant flow evenly to all parts of an engine or machine; and

• antioxidants, which prevent oil from degrading over time.

We are one of the leading global suppliers of specially formulated lubricant additives that combine some or all of the components described above to develop our products. Our products are highly formulated, complex chemical compositions derived from extensive research and testing to ensure all additive components work together to provide the intended results. Our products are engineered to meet specifications prescribed by either the industry generally or a specific customer. Purchasers of lubricant additives tend to be oil companies, distributors, refineries, and compounder/blenders.

Key drivers of demand for lubricant additives include total vehicle miles driven, vehicle production, equipment production, the average age of vehicles on the road, new engine and driveline technologies, and drain/refill intervals.

We view our participation in the lubricant marketplace in three primary areas: engine oil additives, driveline additives, and industrial additives. Our view is not necessarily the same way our competitors view the market.

Engine Oil Additives—The largest submarket within the lubricant additives marketplace is engine oils, which we estimate represents approximately 65% of the overall lubricant additives market volume, but a much lower percentage of the overall market profitability. The engine oils market ultimate customers include consumers, service stations, and OEMs. The extension of drain intervals has generally offset increased demand due to higher vehicle population and more miles driven. The primary functions of engine oil additives are to reduce friction, prevent wear, control formation of sludge and oxidation, and prevent rust. Engine oil additives are typically sold to lubricant manufacturers who combine them with a base oil product to meet internal, industry, and OEM specifications.

Key drivers of the engine oils market are the number of vehicles on the road, drain intervals for engine oils, engine and crankcase size, changes in engine design, and temperature and specification changes driven by the OEMs. Customer and supplier dynamics have created a difficult marketplace for engine oil additives in recent years as the marketplace values engine oil products more like a commodity.

Afton’s goal is to improve the profitability of this product line by developing additives that are specially formulated for the vehicles people drive and the way they drive them. Afton offers additives for oils that we believe protect the modern engine and makes additives that are specially formulated to protect high mileage vehicles. Afton offers products that enhance the performance of mineral, part-synthetic, and fully-synthetic engine oils.

Driveline Additives—The driveline additives submarket is comprised of additives designed for products such as automatic transmission fluids (ATF), gear oils, and tractor fluids. This submarket shares in the 35% of

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the market not covered by engine oils but has a much higher profitability than engine oils on a unit basis. ATFs primarily serve as the power transmission and heat transfer medium in the area of the transmission where the torque of the drive shaft is transferred to the gears of the vehicle. Gear additives lubricate gears, bearings, clutches, and bands in the gear-box and are used in vehicles, off-highway, hydraulic, and marine equipment. Other products in this area consist of hydraulic transmission fluids, universal tractor fluids, power steering fluids, shock absorber fluids, gear oils, lubricants for heavy machinery, and vehicle greases. These products must conform to highly prescribed specifications developed by vehicle OEMs for specific models or designs. These additives are generally sold to oil companies and often ultimately sold to vehicle OEMs for new vehicles (factory-fill). End-products are also sold to service dealers for aftermarket servicing (service-fill), as well as retailers and distributors.

Key drivers of the driveline additives marketplace are the number of vehicles manufactured, drain intervals for ATF and gear applications, changes in engine and transmission design and temperatures, and specification changes driven by the OEMs.

Industrial Additives—The industrial additives submarket is comprised of additives designed for products for industrial applications such as hydraulic fluids, grease, industrial gear fluids, industrial specialty applications, and metalworking additives. This submarket also shares in the 35% of the market not covered by engine oils and has a much higher profitability margin than engine oils. These products must conform to industry specifications, OEM requirements and/or application and operating environment demands. Industrial additives are generally sold to oil companies, service dealers for aftermarket servicing, retailers, and distributors.

Key drivers of the industrial additives marketplace are gross domestic product growth and industrial production.

Fuel Additives

Fuel additives are chemical compounds that are used to improve both the oil refining process and the performance of gasoline, diesel, residual, and other fuels. Benefits of fuel additives in the oil refining process include reduced use of crude oil, lower processing costs, and improved fuel storage properties. Fuel performance benefits include ignition improvements, combustion efficiency, reduced emission particulates, fuel economy improvements, and engine cleanliness, as well as protection against deposits in fuel injectors, intake valves, and the combustion chamber. Our fuel additives are extensively tested and designed to meet stringent industry, government, OEM, and individual customer requirements.

Many different types of additives are used in fuels. Their use is generally determined by customer, industry, OEM, and government specifications, and often differs from country to country. The types of fuel additives we offer include:

• gasoline performance additives, which clean and maintain key elements of the fuel delivery systems, including fuel injectors and intake valves, in gasoline engines;

• diesel fuel performance additives, which perform similar cleaning functions in diesel engines;

• cetane improvers, which increase the cetane number (ignition quality) in diesel fuel by reducing the delay between injection and ignition;

• stabilizers, which reduce or eliminate oxidation in fuel;

• corrosion inhibitors, which minimize the corrosive effects of combustion by-products and prevent rust;

• lubricity additives, which restore lubricating properties lost in the refining process;

• cold flow improvers, which improve the pumping and flow of diesel in cold temperatures; and

• octane enhancers, which increase octane ratings and decrease emissions.

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We offer a broad line of fuel additives worldwide and sell our products to major fuel marketers and refiners, as well as independent terminals and other fuel blenders.

Key drivers in the fuel additive marketplace include total vehicle miles driven, the introduction of more sophisticated engines, regulations on emissions (both gasoline and diesel), quality of the crude oil slate and performance standards, and marketing programs of major oil companies.

Competition

In the lubricant additives submarket of petroleum additives, we believe that the four top suppliers in 2006 supplied over 80% of the market. These suppliers include Afton, The Lubrizol Corporation, Infineum (a joint venture between ExxonMobil Chemical and Royal Dutch Shell plc), and Oronite (a subsidiary of Chevron). Several other suppliers comprise the remaining market share.

The fuel additives submarket is fragmented and characterized by more competitors. While we participate in many facets of the fuel additives market, our competitors tend to be more narrowly focused. In the gasoline detergent market, we compete mainly against BASF AG, Oronite, and Lubrizol; in the cetane improver market, we compete against Innospec, Groupe SNPE of France, and Exchem EPC Groupe of the U.K.; and in the diesel markets, we compete against Lubrizol, Infineum, BASF, and Innospec.

The competition among the participants in these industries is characterized by the need to provide customers with cost effective, technologically capable products that meet or exceed industry specifications. The need to continually lower cost through formulation technology and cost improvement programs is vital for success in this environment.

Tetraethyl Lead—TEL is a distinct business segment. TEL is used as an octane enhancer in gasoline to improve ignition qualities and operating performance of fuel. Since the 1920s, TEL has been used to prevent “engine knock,” a condition of poor combustion timing causing loss of engine power. In the 1970s, U.S. automobile manufacturers began including emissions control technology in vehicles to comply with the Federal Clean Air Act. When the surface metal of a catalytic converter in emissions control systems was deemed incompatible with lead, unleaded gasoline became the fuel standard in the United States with other countries following. Innospec is now the only manufacturer of TEL worldwide. Through our agreements with Innospec, we receive 32% of the net proceeds from the sale of TEL by Innospec in all regions of the world except North America. In North America, we continue to purchase TEL from Innospec and sell it to selected customers for aviation and racing fuel. Our agreements with Innospec expire in 2010, but contain provisions for extensions thereafter.

As we look forward, we expect a continuing decline in demand for TEL. We do expect that the demand for this product will continue for many years to come, but at a low level of volume and profits.

Raw Materials and Product Supply

We use a variety of raw materials and chemicals in our manufacturing and blending processes and believe the sources of these are adequate for our current operations. The most important raw materials for Afton are base oil, polyisobutylene, maleic anhydride, olefin copolymers, antioxidants, alcohols, and methacrylates. The chemical industry, in general, is experiencing some tightness in the supply of certain commodity materials. We continue to monitor the situation and will adjust our procurement strategies accordingly. Generally, we purchase major raw materials and chemicals under long-term contracts with multi-source suppliers. Certain products, however, are obtained through single-source suppliers.

We have the following long-term supply agreements for raw materials and finished products:

• Innospec supplies TEL for our North American sales of that product under an agreement dated January 1, 1998.

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• Until October 2006, Albemarle Corporation (Albemarle) supplied MMT, a fuel additive, under a supply agreement which was originally set to expire in 2014. Effective October 31, 2006, Afton purchased substantially all of the assets used in the production of MMT from Albemarle. Albemarle will continue to operate the MMT production facility for the benefit of Afton pursuant to the terms of an Amended and Restated Supply Agreement.

Research, Development, and Testing

Research, development, and testing (R&D) provides the basis for our global petroleum additives technology. We develop products through a combination of chemical synthesis, formulation, engineering design and performance testing. In addition to products, R&D also provides our customers with technical support and product differentiation to assure total customer satisfaction.

We are committed to providing the most advanced products, comprehensive testing programs and superior technical support to our customers and to OEMs worldwide. R&D expenditures, which totaled $70 million in 2006 and $65 million in 2005 and 2004, are expected to grow modestly in 2007 in support of our core technology areas. The efficiency of our R&D spending continues to improve through expansion of internal testing capabilities, implementation of leading-edge data acquisition, control and analysis techniques, and advanced project/portfolio management processes.

Afton continues to develop new technology and products to meet the changing requirements of OEMs and to keep our customers well positioned for the future. A significant portion of our R&D investment is dedicated to the development of the next-generation additive technologies that will be required for future hardware designs, changing use patterns, and the technical differentiation of our customers’ products.

In 2006, we continued the advancement of our global automatic transmission fluid additive line with the commercialization of new highly-durable fluid technologies, both at OEMs and in the service fill arena. New component technology was invented for use in gear additive packages that provides strong anti-wear performance in fuel efficient lubricants. New engine oil component technology and formulations were developed in 2006 which will be commercialized in 2007 in both passenger car and heavy-duty diesel areas. We continued to broaden our product portfolio in the industrial lubricant area with the introduction of several new products and entrance into new markets. Several new products were developed in the fuel additive area, which extend our ability to provide exceptional “keep clean” and “clean up” performance, as well as fuel economy improvement in global vehicle platforms.

Intellectual Property

Our intellectual property, including our patents, licenses, and trademarks, is an important component of our business. We actively protect our inventions, new technologies, and product developments by filing patent applications or maintaining trade secrets. We currently own approximately 1,600 issued United States and foreign patents, with a significant number of additional patents pending. The use of technology covered by several of these patents and trade secrets is licensed to others through a royalty-generating licensing program. In addition, we have acquired the rights under patents and inventions of others through licenses or otherwise. We take care to respect the intellectual property rights of others and we believe our products do not infringe upon those rights. We vigorously participate in patent opposition proceedings around the world, where necessary, to secure a technology base free of infringement. We believe our patent position is strong, aggressively managed, and sufficient for the conduct of our business.

We also have several hundred trademark registrations throughout the world for our marks, including Afton Chemical^®, Ethyl^®, MMT^®, HiTEC^®, and GREENBURN^®, as well as several pending service mark and trademark applications, including NewMarket^SM, TecGARD™, and BioTEC™.

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Commitment to Environmental and Safety Excellence

We are committed to continuous improvement and vigilant management of the health and safety of our employees, neighbors, and customers, as well as the stewardship of the environment. One way our companies demonstrate this is through our commitment to the principles of the American Chemistry Council (ACC) Responsible Care^® program. In 2006, the Environmental, Health, Safety and Security Management Systems of both Afton and Ethyl were certified by an independent auditing process as established by the ACC as a requirement of membership. Additionally, Afton’s Sauget, Illinois plant completed certification in the environmental standard ISO 14001. This plant also continues to be an OSHA Star VPP (Voluntary Protection Program) location.

Safety and environmental responsibility is a way of life at NewMarket—enhancing operations, the way we work, and the relationships we maintain with our customers and our communities. Our executive management meetings begin with a review of our environmental and safety performance. We believe we are a leader in the chemical industry with our performance.

Our objective is to establish a culture where our employees understand that good environmental and safety performance is good business and understand that environmental compliance and safety is their personal responsibility.

Our worldwide injury/illness recordable rate (which is the number of injuries per 200,000 hours worked) in 2006 was 0.99. The 2005 rate was 0.72, which was our best year ever. We intend to continue to demonstrate our safety culture with continuous improvement in our safety record. This represents a focused effort by all of our employees. We are extremely proud of our accomplishments in the safety area, especially when compared to safety records in other industries.

As members of the ACC, Afton and Ethyl provide data on twelve metrics used to track environmental, safety, energy use, and product stewardship performance of ACC member companies. These can be viewed at www.responsiblecare-us.com. The information on this website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference in this Annual Report on Form 10-K or any other filings we make with the Securities and Exchange Commission (SEC).

Environmental

We operate under policies that we believe comply with federal, state, local, and foreign requirements regarding the handling, manufacture, and use of materials. One or more regulatory agencies may classify some of these materials as hazardous or toxic. We also believe that we comply in all material respects with laws, regulations, statutes, and ordinances protecting the environment, including those related to the discharge of materials. We expect to continue to comply in all material respects.

We regularly review the status of significant existing or potential environmental issues. We accrue and expense our proportionate share of environmental remediation and monitoring costs in accordance with Statement of Financial Accounting Standards (SFAS) No. 5 and Financial Accounting Standards Board Interpretation No. 14, as clarified by the American Institute of Certified Public Accountants Statement of Position 96-1. As necessary, we adjust our accruals based on current information.

Total gross liabilities accrued at year-end for environmental remediation were $19 million for 2006 and $23 million for 2005. In addition to the accruals for environmental remediation, we also had accruals for dismantling and decommissioning costs of $3 million at December 31, 2006 and $7 million at December 31, 2005. The decrease in these amounts between 2006 and 2005 primarily reflects the dismantling of our TEL facility in Canada. As new technology becomes available, it may be possible to reduce accrued amounts. While we believe that we are fully accrued for known environmental issues, it is possible that unexpected future costs could have a significant financial impact on our financial position and results of operations.

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During the third quarter of 2004, we reached a $16 million environmental insurance settlement resulting in the collection of insurance reimbursements. The gain on this settlement amounted to $13 million and is reflected in the Consolidated Statements of Income under the caption “Special item income.” We received $8 million during 2004. We received $4 million in February 2005 and $4 million in February 2006 in accordance with a previously agreed-upon payment schedule.

We spent approximately $16 million in 2006, $13 million in 2005, and $14 million in 2004 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures. These environmental operating and clean-up expenses are included in cost of goods sold. In 2007, we expect environmental operating and clean-up costs to be about the same as 2006.

For capital expenditures on pollution prevention and safety projects, we spent $6 million in 2006, $5 million in 2005, and $4 million in 2004.

Our estimate of the effects of complying with governmental pollution prevention and safety regulations is subject to:

• potential changes in applicable statutes and regulations (or their enforcement and interpretation);

• uncertainty as to the success of anticipated solutions to pollution problems;

• uncertainty as to whether additional expense may prove necessary; and

• potential for emerging technology to affect remediation methods and reduce associated costs.

We are subject to the federal Superfund law and similar state laws under which we may be designated as a potentially responsible party (PRP). As a PRP, we may be liable for a share of the costs associated with cleaning up hazardous waste sites, such as a landfill to which we may have sent waste.

In de minimis PRP matters and in some minor PRP matters, we generally negotiate a consent decree to pay an apportioned settlement. This relieves us of any further liability as a PRP, except for remote contingencies. Settlement costs for a de minimis participant are typically less than $50,000. Settlement costs for a minor participant are typically less than $300,000.

We are also a PRP at some Superfund sites where our liability may be in excess of de minimis or minor PRP levels. Most Superfund sites where we are a PRP represent environmental issues that are quite mature. The sites have been investigated, and in many cases, the remediation methodology, as well as the proportionate shares of each PRP, has been established. Other sites are not as mature, which makes it more difficult to reasonably estimate our share of the future clean-up or remediation costs. We have previously accrued the estimated expense of the remediation and monitoring of these sites. Generally, remediation and monitoring will go on for an extended period.

During 2000, the Environmental Protection Agency (EPA) named us as a PRP under Superfund law for the clean-up of soil and groundwater contamination at the Sauget Area 2 Site in Sauget, Illinois. Without admitting any fact, responsibility, fault, or liability in connection with this site, we are participating with other PRPs in site investigations and feasibility studies.

The Sauget Area 2 Site PRPs submitted a Remedial Investigation and Feasibility Study (RI/FS) to the EPA in early 2004. We have accrued our estimated proportional share of the expenses for the RI/FS. We also accrued our best estimate of our proportional share of the remediation liability proposed in that submission. The EPA did not accept the RI/FS. Through a series of submissions and meetings, the scope of the RI/FS has changed so that it is now scheduled to be submitted to the EPA in late 2007. The RI/FS work is ongoing, and we believe it is not at a stage where any further conclusion can be drawn as to the remediation liability we may incur. We do not believe there is any additional information available as a basis for revision of the liability that we have established. The amount accrued for this site is not material.

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We also have several other environmental sites where we are in the process of remediation and monitoring. At one of our major sites in the United States, we have substantially completed environmental remediation and will be monitoring the site for an extended period. In addition, during 2004 we began the dismantling and related remediation of some TEL facilities no longer in use at our Canadian plant. That dismantling and remediation is substantially complete and we expect will be fully completed in 2007.

Geographic Areas

We have operations in the United States, Europe, Asia, Latin America, Australia, the Middle East, and Canada. The economies are stable in most of the countries where we operate. In countries with more political or economic uncertainty, we generally minimize our risk of loss by utilizing U.S. Dollar-denominated transactions, letters of credit, and prepaid transactions. We also participate in selective foreign currency forward contracts at certain times. Our foreign customers mainly consist of financially viable government organizations and large companies.

The table below reports net sales and long-lived assets by geographic area. Except for the United States, no country exceeded 10% of net sales during any year. The United States was the only country that exceeded 10% of long-lived assets in any year. We assign revenues to geographic areas based on the location to which the product was shipped. The change in net sales during the three-year period is discussed more fully in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Geographic Areas

	2006		2005		2004
	(in millions of dollars)
Net Sales
United States	$	517	$	419	$	326
Foreign		746		657		568
Consolidated net sales	$	1,263	$	1,076	$	894
Long-lived assets (a)
United States	$	191	$	183	$	199
Foreign		31		34		44
Total long-lived assets	$	222	$	217	$	243

(a) Long-lived assets include property, plant, and equipment, net of depreciation, as well as intangible assets and prepayments for services, both net of amortization.

Net sales to two customers of our petroleum additives segment exceeded 10% of total net sales in 2006, 2005, and 2004. Sales to BP plc and its affiliates (BP) amounted to $127 million (10% of net sales) in 2006, $112 million (10% of total net sales) in 2005, and $99 million (11% of total net sales) in 2004. Sales to Royal Dutch Shell plc and its affiliates (Shell) amounted to $169 million (13% of total net sales) in 2006, $143 million (13% of total net sales) in 2005, and $119 million (13% of total net sales) in 2004. These net sales represent a wide-range of products sold to these two customers in multiple regions of the world.

Recent Developments

In January 2007, Foundry Park I, LLC (Foundry Park I), a wholly-owned subsidiary of NewMarket Development, entered into a Deed of Lease Agreement with MeadWestvaco Corporation (MeadWestvaco) under which MeadWestvaco will lease an office building which will be constructed on approximately three acres of real property which is owned by Foundry Park I. The property is part of a larger office park and mixed-use development known as “Foundry Park.” The office building is designed to include approximately 304,000

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rentable square feet. In addition to the office building, MeadWestvaco has the right to parking facilities that are expected to contain approximately 1,050 parking spaces, and the right to use all common areas within the office building and Foundry Park.

Foundry Park I plans to invest between approximately $110 million and $140 million in completing construction of the building. Most of the cost will be financed through construction and permanent indebtedness. Foundry Park I expects construction to require at least two years. The lease, which will cover the entire office building, is a long-term lease with lease payments at competitive market rates.

On November 21, 2006, we commenced a tender offer to purchase any and all $150 million in aggregate principal amount of our outstanding 8.875% senior notes due 2010 and a related solicitation of consents to certain amendments to the indenture governing the 8.875% senior notes designed to remove substantially all of the restrictive covenants and certain events of default that applied to the 8.875% senior notes. As of 5:00 p.m., New York City time, on December 21, 2006, the expiration date for the tender offer, we had accepted tender of 8.875% senior notes from holders of $149,750 million (or 99.83%) in aggregate principal amount of the outstanding 8.875% senior notes. We redeemed the remaining $250,000 in aggregate principal amount of the 8.875% senior notes on February 7, 2007 at a redemption price equal to 105.105% of the principal amount of the redeemed notes, plus accrued and unpaid interest to February 7, 2007.

Availability of Reports Filed with the Securities and Exchange Commission and Corporate Governance Documents

Our internet website address is www.newmarket.com. We make available, free of charge through our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. In addition, our Corporate Governance Guidelines, Code of Conduct, and the charters of our Audit; Bonus, Salary and Stock Option; and Nominating and Corporate Governance Committees, are available on our website and are available in print, without charge, to any shareholder upon request by contacting our Corporate Secretary at NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference in this Annual Report on Form 10-K or any other filings we make with the SEC.

ITEM 1A.    RISK FACTORS

Our business is subject to many factors that could materially adversely affect our future performance and cause our actual results to differ materially from those expressed or implied by forward-looking statements made in this Annual Report on Form 10-K. Those risk factors are outlined below.

• Competition could adversely affect our operating results.

We face intense competition in certain of the product lines and markets in which we compete. We expect that our competitors will develop and introduce new and enhanced products, which could cause a decline in the market acceptance of certain products we manufacture. Our competition may also expand their production capacity, which could decrease market prices for our products and adversely affect our profitability. In addition, as a result of price competition, we may be compelled to reduce the prices for some of our products, which could adversely affect our margins and profitability. Competitive pressures can also result in the loss of major customers. Our inability to compete successfully could have a material adverse effect on our results of operations, financial condition, and cash flows in any given period. In addition, some of our competitors may have greater financial, technological, and other resources than we have. Some of our competitors may also be able to maintain greater operating and financial flexibility

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than we are able to maintain. As a result, these competitors may be able to better withstand changes in conditions within our industry, changes in the prices for raw materials, and changes in general economic conditions.

• Sudden or sharp raw materials price increases may adversely affect our profit margins.

We utilize a variety of raw materials in the manufacture of our products, including base oil, polyisobutylene, maleic anhydride, olefin copolymers, antioxidants, alcohols, and methacrylates. Our profitability is sensitive to changes in the costs of these materials caused by changes in supply, demand or other market conditions, over which we have little or no control. Political and economic conditions in the Middle East and Latin America have caused and may continue to cause the cost of our raw materials to fluctuate. War, armed hostilities, terrorist acts, civil unrest, or other incidents may also cause a sudden or sharp increase in the cost of our raw materials. We cannot assure you that we will be able to pass on to our customers any future increases in raw material costs in the form of price increases for our products.

• Availability of raw materials and transportation systems could have a material adverse effect on our operations.

The chemical industry and transportation industry are in a situation where supply and demand are in balance. Any significant disruption in supply could affect our ability to obtain raw materials or transportation systems. This could have a material adverse effect on our operations.

• Our reliance on a small number of significant customers may have a material adverse effect on our results of operations.

Our principal customers are major multinational oil companies. The oil industry is characterized by concentration of a few large participants as a result of consolidation. Two of our customers individually accounted for more than 10% of our net sales in 2006. Net sales for 2006 to BP amounted to $126 million (10% of total net sales), and net sales to Shell amounted to $169 million (13% of total net sales). The loss of either of these customers, or a material reduction in purchases by either of them, or by any other large or significant customer, could have a material adverse effect on our results of operations, financial condition, and cash flow.

• Our customers are concentrated in the lubricant and fuel industries and, as a result, our reliance on that industry is significant.

Most of our customers are primarily engaged in the fuel and lubricant industries. This concentration of customers affects our overall risk profile, since our customers will be similarly affected by changes in economic, geopolitical, and industry conditions. Many factors affect the level of our customers’ spending on our products, including, among others, general business conditions, changes in technology, interest rates, gasoline prices, and consumer confidence in future economic conditions. A sudden or protracted downturn in these industries could adversely affect the buying power and purchases by our customers.

• We may be unable to respond effectively to technological changes in our industry.

Our future business success will depend upon our ability to maintain and enhance our technological capabilities, develop and market products and applications that meet changing customer needs, and successfully anticipate or respond to technological changes on a cost-effective and timely basis. Our industry is characterized by frequent changes in industry performance standards, which affect the amount and timing of our research and development costs and other technology-related costs. As a result, the life cycle of our products is often hard to predict. Further, technological changes in some or all of our customers’ products or processes may make our products obsolete. Any inability to anticipate, respond to,

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or utilize changing technologies could have a material adverse effect on our results of operations, financial condition, and cash flow in any given period.

• We may not be able to consummate future acquisitions or successfully integrate future acquisitions into our business, which could result in unanticipated expenses and losses.

As part of our business growth strategy, we intend to pursue acquisitions and joint venture opportunities. Our ability to implement this component of our growth strategy will be limited by our ability to identify appropriate acquisition or joint venture candidates and our financial resources, including available cash and borrowing capacity. The expense incurred in consummating acquisitions or entering into joint ventures, the time it takes to integrate an acquisition, or our failure to integrate businesses successfully, could result in unanticipated expenses and losses. Furthermore, we may not be able to realize any of the anticipated benefits from acquisitions or joint ventures.

The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the risks associated with the integration of acquisitions include:

• potential disruption of our ongoing business and distraction of management;

• unforeseen claims and liabilities, including unexpected environmental exposures;

• unforeseen adjustments, charges, and write-offs;

• problems enforcing the indemnification obligations of sellers of businesses or joint venture partners for claims and liabilities;

• unexpected losses of customers of, or suppliers to, the acquired business;

• difficulty in conforming the acquired business’ standards, processes, procedures and controls with our operations;

• variability in financial information arising from the implementation of purchase price accounting;

• inability to coordinate new product and process development;

• loss of senior managers and other critical personnel and problems with new labor unions; and

• challenges arising from the increased scope, geographic diversity, and complexity of our operations.

• Our TEL business has declined and will continue to decline.

Historically, TEL, an octane enhancer in leaded gasoline used to improve ignition qualities and operating performance of fuel, has been a material component of our product line. However, during the 1970s, the implementation of the Federal Clean Air Act led to the use of catalytic converters that are deemed no longer compatible with leaded gasoline, and unleaded gasoline became the fuel standard in the United States with other countries following. As a result, our TEL financial results have declined. The TEL segment represented approximately 2.8% of our 2006 segment operating profit. We do not expect TEL to rebound from this low level of profits.

• Our TEL results would be adversely affected if Innospec did not comply with the terms of the marketing and supply agreements or if we did not prevail in our arbitrations with Innospec.

Results for our TEL segment include the operating profit contribution from marketing agreements between Ethyl or its subsidiaries and subsidiaries of Innospec for the sale of TEL outside of North

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America. Innospec is now the only manufacturer of TEL worldwide. Under our marketing agreements with Innospec, we receive 32% of the net proceeds from the sale of TEL by Innospec in all regions of the world, except North America. As a result, our TEL results would be adversely affected if Innospec did not comply with the terms of the marketing agreements.

After the commencement of the arbitration discussed below, Ethyl received three requests for arbitration filed by three subsidiaries of Innospec related to the marketing agreements. Innospec is claiming the right to terminate the agreements. Although the marketing agreements relate only to TEL, Innospec contends that the agreements impose certain duties that were breached by sales and marketing of MMT in Iraq and South Africa by affiliates of Ethyl. Although we believe these claims have no merit, an adverse outcome in the arbitrations could have a material effect on our financial condition or results of operations.

Ethyl filed a request for arbitration against a subsidiary of Innospec related to a supply agreement that requires the Innospec subsidiary to supply Ethyl with TEL for resale by Ethyl in the United States. Ethyl filed this request because it believes that Innospec has violated the supply agreement by attempting to increase the price it charges Ethyl for TEL in the United States in a manner not in accordance with the contract. The difference in prices that Innospec is claiming is approximately $1.7 million for product supplied through September 30, 2006 and would amount to approximately an additional $1 million if the same factors were applied to TEL supplied in the fourth quarter 2006. We are confident in our position and believe we will prevail. Regardless of the outcome, we do not believe the TEL dispute will have a material effect on our financial condition or results of operations. However, with TEL segment operating profit at such a low level, a relatively small increase in cost resulting from this arbitration could be material to TEL segment results.

• Several of our products are produced solely at one facility, and a significant disruption or disaster at such a facility could have a material adverse effect on our results of operations.

Several of the products we produce or sell are produced only in one location. We are dependent upon the continued safe operation of those production facilities. Those production facilities are subject to various hazards associated with the manufacture, handling, storage, and transportation of chemical materials and products, including leaks and ruptures, explosions, fires, inclement weather and natural disasters, unscheduled downtime, and environmental hazards. Some of our products involve the manufacture and handling of a variety of reactive, explosive, and flammable materials. Many of these hazards could cause a disruption in the production of our products. We cannot assure you that these facilities will not experience these types of hazards and disruptions in the future or that these incidents will not result in production delays or otherwise have an adverse effect on our results of operations, financial condition or cash flows in any given period.

• We face risks related to our foreign operations that may negatively affect our business.

In 2006, net sales to customers outside North America accounted for approximately 52% of total net sales. We do business in all major regions of the world, some of which do not have stable economies or governments. In particular, we sell and market products in countries experiencing political and economic instability in the Middle East, Asia Pacific, and Latin America. Our international operations are subject to international business risks, including unsettled political conditions, expropriation, import and export restrictions, increases in royalties, exchange controls, national and regional labor strikes, taxes, government royalties, inflationary economies and currency exchange rate fluctuations, and changes in laws and policies governing operations of foreign-based companies (such as restrictions on repatriation of earnings or proceeds from liquidated assets of foreign subsidiaries). The occurrence of any one or a combination of these factors may increase our costs or have other adverse effects on our business.

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• We are exposed to fluctuations in foreign exchange rates, which may adversely affect our results of operations.

We conduct our business in the local currency of most of the countries in which we operate. The financial condition and results of operations of our foreign operating subsidiaries are reported in the relevant local currency and then translated to U.S. Dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Changes in exchange rates between these foreign currencies and the U.S. Dollar will affect the recorded levels of our assets and liabilities as foreign assets and liabilities are translated into U.S. Dollars for presentation in our financial statements, as well as our net sales, cost of goods sold, and operating margins. The primary foreign currencies in which we have exchange rate fluctuation exposure are the European Union Euro, British Pound Sterling, Japanese Yen, and Canadian Dollar. Exchange rates between these currencies and U.S. Dollars have fluctuated significantly in recent years and may do so in the future.

• Our failure to protect our intellectual property rights could adversely affect our future performance and growth.

Protection of our proprietary processes, methods, compounds, and other technologies is important to our business. We depend upon our ability to develop and protect our intellectual property rights to distinguish our products from those of our competitors. Failure to protect our existing intellectual property rights may result in the loss of valuable technologies or having to pay other companies for infringing on their intellectual property rights. We rely on a combination of patent, trade secret, trademark, and copyright law, as well as judicial enforcement, to protect such technologies. We currently own approximately 1,600 issued U.S. and foreign patents, with a significant number of additional patents pending. Some of these patents are licensed to others. In addition, we have acquired the rights under patents and inventions of others through licenses or otherwise. We have developed and may in the future develop technologies with universities or other academic institutions, or with the use of government funding. In such cases, the academic institution or the government may retain certain rights to the developed intellectual property. We also own approximately 500 trademark and service mark registrations throughout the world for our marks, including Afton Chemical^®, Ethyl^®, HiTEC^®, GREENBURN^® and MMT^®, as well as pending trademark and service mark applications, including BioTEC^™, TecGARD^™ and NewMarket^SM. In the event that we are unable to continue using certain of our marks, we may be forced to rebrand our products, which could result in the loss of brand recognition, and could require us to devote resources to advertise and market brands. In particular, the loss of our HiTEC^® mark would have a material adverse effect on our business.

We cannot assure you that the measures taken by us to protect these assets and rights will provide meaningful protection for our trade secrets or proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise. We cannot assure you that any of our intellectual property rights will not be challenged, invalidated, circumvented, or rendered unenforceable. Furthermore, we cannot assure you that any pending patent application filed by us will result in an issued patent, or if patents are issued to us, that those patents will provide meaningful protection against competitors or against competitive technologies. The failure of our patents or other measures to protect our processes, apparatuses, technology, trade secrets and proprietary manufacturing expertise, methods, and compounds could have an adverse effect on our results of operations, financial condition, and cash flow.

We could face patent infringement claims from our competitors or others alleging that our processes or products infringe on their proprietary technologies. If we are found to be infringing on the proprietary technology of others, we may be liable for damages, and we may be required to change our processes, to redesign our products partially or completely, to pay to use the technology of others or to stop using certain technologies or producing the infringing product entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject of infringement suits. We may not prevail in any intellectual property litigation and such litigation may result in significant legal costs or otherwise impede our ability to produce and distribute key products.

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• Our business is subject to government regulation, and could be adversely affected by future governmental regulation.

We are subject to regulation by local, state, federal, and foreign governmental authorities. In some circumstances, before we may sell certain products, these authorities must approve these products, our manufacturing processes, and facilities. We are also subject to ongoing reviews of our products, manufacturing processes, and facilities by governmental authorities.

In order to obtain regulatory approval of certain new products, we must, among other things, demonstrate to the relevant authority that the product is safe and effective for its intended uses and that we are capable of manufacturing the product in accordance with current regulations. The process of seeking approvals can be costly, time consuming, and subject to unanticipated and significant delays. There can be no assurance that approvals will be granted to us on a timely basis, or at all. Any delay in obtaining, or any failure to obtain or maintain, these approvals would adversely affect our ability to introduce new products and to generate net sales from those products.

New laws and regulations may be introduced in the future that could result in additional compliance costs, seizures, confiscation, recall, or monetary fines, any of which could prevent or inhibit the development, distribution, and sale of our products. If we fail to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, and recalls or seizures, any of which could have an adverse effect on our results of operations, financial condition, and cash flow.

Our business and our customers will be subject to significant new regulations under the European Commission’s Registration, Evaluation and Authorization of Chemicals (REACH) regulation. REACH will enter into force on June 1, 2007. It imposes obligations on European Union manufacturers and importers of chemicals and other products into the European Union to compile and file comprehensive reports, including testing data, on each chemical substance, perform chemical safety assessments, and obtain pre-market authorization with respect to certain substances of particularly high concern. The new regulation imposes significant additional burdens on chemical producers and importers, and, to a lesser extent, downstream users of chemical substances and preparations. Our manufacturing presence and sales activities in the European Union will likely require us to incur significant additional compliance costs.

• Political, economic, and regulatory factors concerning one of our products, MMT, could adversely affect our sales of MMT.

The EPA studied MMT and determined that it does not cause or contribute to the failure of vehicle emission systems. The Canadian government has made similar findings. However, the EPA is requiring additional testing to fill some data gaps, including potential risks to public health, and a change in current determinations could have a material adverse effect on our results of operations. In addition, certain industry groups are urging greater regulation of all metal-based gasoline additives, including MMT. In 2002, the Alliance of Automobile Manufacturers (AAM) issued a fleet test report on MMT based on tests conducted by the AAM, the Association of International Automobile Manufacturers, and the Canadian Vehicle Manufacturers’ Association. The report alleges that MMT significantly raises vehicle emissions, increases fuel emissions, increases fuel consumption, and impairs the proper operation of vehicle emission control systems. In December 2003, the government of Canada released its “Proposed Framework for an Independent Third-Party Review of New Information on the Effects of MMT on Vehicle Emissions.” In its proposal, the Canadian government provided no timetable for the commencement or completion of the review. Substantially all of our customers in Canada have suspended the use of MMT, pending the results of the government of Canada-sponsored independent third-party review. To date, the government of Canada has not initiated the review. We expect that the European Union will also review all metal-based petroleum additives, including MMT, for their impact on pollution abatement technology. Increased government regulation of MMT if it occurs or additional studies evaluating MMT, even if government regulation does not occur, could have a material adverse effect on our sales of that product.

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• Legal proceedings and other claims could impose substantial costs on us.

We are involved in numerous administrative and legal proceedings that result from, and are incidental to, the conduct of our business. From time to time, these proceedings involve environmental, product liability, TEL, premises asbestos liability, and other matters. See Item 3, “Legal Proceedings.” We have insurance coverage that we believe would be available to mitigate potential damages in many of these proceedings. However, there is no assurance that our available insurance will cover these claims, that our insurers will not challenge coverage for certain claims, or that final damage awards will not exceed our available insurance coverage. Any of the foregoing could have a material adverse effect on our results of operations, financial condition, and cash flows in any given period.

• Environmental matters could have a substantial negative impact on our results of operations.

As a manufacturer and distributor of chemical products, we are generally subject to extensive local, state, federal, and foreign environmental, safety, and health laws and regulations concerning, among other things, emissions to the air, discharges to land and water, the generation, handling, treatment, and disposal of hazardous waste and other materials, and remediation of contaminated soil, surface, and ground water. Our operations entail the risk of violations of those laws and regulations, many of which provide for substantial fines and criminal sanctions for violations. We believe our operations are currently in substantial compliance with these laws and regulations in all material respects. However, we cannot assure you that we have been or will be at all times in compliance with all of these requirements.

In addition, these requirements, and the enforcement or interpretation of these requirements, may become more stringent in the future. Although we cannot predict the ultimate cost of compliance with any such requirements, the costs could be material. Non-compliance could subject us to material liabilities, such as government fines, damages arising from third-party lawsuits, or the suspension and potential cessation of non-compliant operations. We may also be required to make significant site or operational modifications at substantial cost. Future developments could also restrict or eliminate the use of or require us to make modifications to our products, which could have an adverse effect on our results of operations, financial condition, and cash flows in any given period.

At any given time, we are involved in claims, litigation, administrative proceedings, and investigations of various types in a number of jurisdictions involving potential environmental liabilities, including clean-up costs associated with waste disposal sites, natural resource damages, property damage, and personal injury. We cannot assure you that the resolution of these environmental matters will not have an adverse effect on our results of operations, financial condition, and cash flows in any given period.

There may be environmental problems associated with our properties of which we are unaware. Some of our properties contain, or may have contained in the past, on-site facilities or underground tanks for the storage of chemicals, hazardous materials, and waste products that could create a potential for release of hazardous substances or contamination of the environment. The discovery of environmental liabilities attached to our properties could have a material adverse effect on our results of operations, financial condition, and cash flow.

We may also face liability arising from current or future claims alleging personal injury, product liability, property damage due to exposure to chemicals or other hazardous substances, such as premises asbestos, at or from our facilities. We may also face liability for personal injury, product liability, property damage, natural resource damage, or clean-up costs for the alleged migration of contaminants or hazardous substances from our facilities or for future accidents or spills. A significant increase in the number or success of these claims could adversely affect our financial condition, results of operations, and cash flow. For further discussion of some related claims, see Item 1, “Business—Environmental.”

The ultimate costs and timing of environmental liabilities are difficult to predict. Liability under environmental laws relating to contaminated sites can be imposed retroactively and on a joint and several basis. A liable party could be held responsible for all costs at a site, whether currently or formerly owned

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or operated regardless of fault, knowledge, timing of the contamination, cause of the contamination, percentage of contribution to the contamination, or the legality of the original disposal. We could incur significant costs, including clean-up costs, natural resource damages, civil or criminal fines and sanctions, and third-party claims, as a result of past or future violations of, or liabilities under, environmental laws.

• We have been identified, and in the future may be identified, as a PRP in connection with state and federal laws regarding environmental clean-up projects.

We are subject to the federal Superfund law and similar state laws under which we may be designated as a PRP. As a PRP, we may be liable for a share of the costs associated with cleaning up hazardous waste sites, such as a landfill to which we may have sent waste.

In de minimis PRP matters and in some minor PRP matters, we generally negotiate a consent decree to pay an apportioned settlement. This relieves us of any further liability as a PRP, except for remote contingencies. Settlement costs for a de minimis participant are less than $50,000. Settlement costs for a minor participant are less than $300,000.

We are also a PRP at Superfund sites where our liability may be in excess of de minimis or minor PRP levels. Most Superfund sites where we are a PRP represent environmental issues that are quite mature. The sites have been investigated, and in many cases, the remediation methodology, as well as the proportionate shares of each PRP have been established. Other sites are not as mature, which makes it more difficult to reasonably estimate our share of future clean-up or remediation costs. Generally, remediation and monitoring will go on for an extended period. As a result, we may incur substantial expenses for all these sites over a number of years, a portion of which may be covered by insurance.

• Our financial results will vary according to the timing of customer orders and other external factors, which reduces your ability to gauge our performance.

External factors beyond our control, such as customer orders, product shipment dates, and other factors can cause shifts in net sales and income from quarter to quarter. These external factors can magnify the impact of industry cycles. As a result, our income and cash flow may fluctuate significantly on a quarter-to-quarter basis, and your ability to gauge trends in our business may be impaired.

• Restrictive covenants in our debt instruments may adversely affect our business.

Our senior credit agreement and senior notes contain restrictive covenants. These covenants may constrain our activities and limit our operational and financial flexibility. The failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations.

• Our business is subject to hazards common to chemical businesses, any of which could interrupt our production or our transportation systems and adversely affect our results of operations.

Our business is subject to hazards common to chemical manufacturing, storage, handling, and transportation, including explosions, fires, inclement weather, natural disasters, mechanical failure, unscheduled downtime, transportation interruptions, remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases, and other risks. These hazards can cause personal injury and loss of life, severe damage to, or destruction of, property and equipment, and environmental contamination. In addition, the occurrence of material operating problems at our facilities due to any of these hazards may diminish our ability to meet our output goals. Accordingly, these hazards and their consequences could have a material adverse effect on our operations as a whole, including our results of operations, and cash flows, both during and after the period of operational difficulties.

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• We could be required to make additional contributions to our pension funds, which may be underfunded due to past and any future under performance of the equities markets.

Our pension plan asset allocation is predominantly weighted towards equities. Cash contribution requirements to our pension plans are sensitive to changes in our plans’ actual return on assets. Reductions in our plans’ expected return on assets due to poor performance of the equities markets could cause our pension plans to be underfunded and require us to make additional cash contributions.

• The insurance that we maintain may not fully cover all potential exposures.

We maintain property, business interruption, and casualty insurance, but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

• The occurrence or threat of extraordinary events, including natural disasters and domestic and international terrorist attacks may disrupt our operations and decrease demand for our products.

Chemical-related assets may be at greater risk of future terrorist attacks than other possible targets in the United States and throughout the world. Federal legislation is under consideration that could impose significant new site security requirements specifically on chemical manufacturing facilities that may increase our overhead expenses. Federal regulations have already been adopted to increase the security of the transportation of hazardous chemicals in the United States.

The occurrence of extraordinary events, including future terrorist attacks and the outbreak or escalation of hostilities, cannot be predicted, and their occurrence can be expected to continue to affect negatively the economy in general, and specifically the markets for our products. The resulting damage from a direct attack on our assets or assets used by us could include loss of life and property damage. In addition, available insurance coverage may not be sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Our principal operating properties are shown below. Unless indicated, we own the research, development, and testing facilities and manufacturing properties, which primarily support the petroleum additives business segment.

Research, Development, and Testing	Richmond, Virginia Bracknell, England (leased) Tsukuba, Japan (leased) Ashland, Virginia (leased)
Manufacturing and Distribution	Feluy, Belgium (lubricant additives) Houston, Texas (lubricant and fuel additives; also TEL storage and distribution) Orangeburg, South Carolina (fuel additives) Port Arthur, Texas (lubricant additives) Rio de Janeiro, Brazil (petroleum additives storage and distribution; leased) Sarnia, Ontario, Canada (fuel additives) Sauget, Illinois (lubricant and fuel additives)

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We own our corporate headquarters located in Richmond, Virginia, and generally lease our regional and sales offices located in a number of areas worldwide.

We own approximately 42 acres of real estate available for development in downtown Richmond, Virginia, adjacent to our principal executive offices. In January 2007, Foundry Park I, a wholly-owned subsidiary of NewMarket Development, entered into a Deed of Lease Agreement with MeadWestvaco under which it will lease an office building which we will construct on approximately three acres.

Production Capacity

We believe our plants and supply agreements are sufficient to meet expected sales levels. Operating rates of the plants vary with product mix and normal sales swings. We believe that our facilities are well maintained and in good operating condition.

ITEM 3.    LEGAL PROCEEDINGS

We are involved in legal proceedings that are incidental to our business and include administrative or judicial actions seeking remediation under environmental laws, such as Superfund. Some of these legal proceedings relate to environmental matters and involve governmental authorities. For further information see “Environmental” in Part I, Item 1.

While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our financial condition or results of operations.

Innospec Inc.

On August 16, 2006, Ethyl filed a request for arbitration against a subsidiary of Innospec. This arbitration is related to a long-standing supply agreement that requires the Innospec subsidiary to supply Ethyl with TEL for resale by Ethyl in the United States (the U.S. Supply Agreement). The request was filed pursuant to the rules of the London Court of International Arbitration. Ethyl filed this request because it believes that Innospec has violated the U.S. Supply Agreement by attempting to increase the price it charges Ethyl for TEL in the United States in a manner not in accordance with the contract. As such, we have not recorded an accrual of these costs. The difference in prices that Innospec is claiming is approximately $1.7 million for product supplied through September 30, 2006 and would amount to approximately an additional $1 million if the same factors were applied to TEL supplied in the fourth quarter 2006. We have placed $1.7 million for product supplied through September 30, 2006 in an escrow account pending resolution of the arbitration. We are confident in our position and believe we will prevail. Regardless of the outcome, we do not believe the TEL dispute will have a material effect on our financial condition, results of operations, or cash flows. However, with TEL segment operating profit at such a low level, a relatively small increase in cost may be material to TEL segment results.

After the commencement of the above arbitration, Ethyl received three requests for arbitration filed by three subsidiaries of Innospec. The Innospec requests were filed on October 2, 2006, pursuant to the rules of the London Court of International Arbitration and allegedly pursuant to long-standing marketing and supply agreements between Ethyl or its subsidiaries and subsidiaries of Innospec for the sale of TEL outside of the United States. Innospec is claiming the right to terminate the agreements and is seeking damages. Although these marketing and supply agreements relate only to TEL, Innospec contends that the agreements impose certain duties that were breached by the sales and marketing of MMT in Iraq and South Africa by affiliates of Ethyl. Ethyl will vigorously defend the cases and believes it will ultimately prevail in these arbitrations. Therefore, no accrual has been recorded.

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Infineum International Ltd. and Infineum USA L.P.

In December 2005, Afton was sued by a competitor, Infineum International Ltd. and Infineum USA L.P., (Infineum) in federal court in Delaware. The suit alleged patent infringement of one patent in connection with some lubricant additive packages. Infineum and Afton have entered into an agreement to resolve Infineum’s claims against Afton’s products and to effect settlement of the patent infringement suit. The lawsuit has been dismissed.

TEL

Legal proceedings include certain product liability cases. The only product liability cases of potential consequence in which we are involved are TEL-related. In one case, Ethyl was served as a defendant in a case filed in the Circuit Court for Baltimore City, Maryland, in September 1999. The plaintiffs in Smith, et al. v. Lead Industries Association, Inc., et al., alleged personal injuries for seven children from lead exposure arising from lead paint and dust from tailpipe emissions due to leaded gasoline. The court dismissed Ethyl and some other defendants from the case in February 2002 and granted summary judgment to other defendants in November 2002. However, a series of appellate and trial court decisions have the effect that an appeal remains pending against other defendants. It is our current belief that these proceedings will not have a material impact on our consolidated financial condition or result of operations.

Asbestos

Like many other companies, we are also a defendant in personal injury lawsuits involving exposure to asbestos. These cases involve exposure to asbestos in premises owned or operated, or formerly owned or operated, by subsidiaries of NewMarket. We have never manufactured, sold, or distributed products that contain asbestos. Nearly all of these cases are pending in Texas, Louisiana, or Illinois and involve multiple defendants. We maintain an accrual for these proceedings, as well as a receivable for expected insurance recoveries.

During 2005, we entered into an agreement with Travelers Indemnity Company (Travelers) resolving certain long-standing issues regarding our coverage for certain premises asbestos claims. In addition, our agreement with Travelers provides a procedure for allocating defense and indemnity costs with respect to certain future premises asbestos claims. The lawsuit we had previously filed against Travelers in the Southern District of Texas was dismissed. We also settled our outstanding receivable from Albemarle for certain premises asbestos liability obligations.

The accrual for our premises asbestos liability related to currently asserted claims is based on the following assumptions and factors:

• We are often one of many defendants. This factor influences both the number of claims settled against us and also the indemnity cost associated with such resolutions.

• The estimated percent of claimants in each case that will actually, after discovery, make a claim against us, out of the total number of claimants in a case, is based on a level consistent with past experience and current trends.

• We utilize average comparable plaintiff cost history as the basis for estimating pending premises asbestos related claims. These claims are filed by both former contractors’ employees, and former employees who worked at past and present company locations. We also include an estimated inflation factor in the calculation.

• No estimate is made for unasserted claims.

• The estimated recoveries from insurance and Albemarle for these cases are based on, and are consistent with, the 2005 settlement agreements.

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Based on the above assumptions, we have provided an undiscounted liability related to premises asbestos claims of $12 million at year-end 2006 and $10 million at year-end 2005. The liabilities related to asbestos claims are included in accrued expenses (current portion) and other noncurrent liabilities on the balance sheet. Certain of these costs are recovered through our insurance coverage and agreement with Albemarle. The receivable for these recoveries related to premises asbestos liabilities was $9 million at December 31, 2006 and $8 million at December 31, 2005. These receivables are included in trade and other accounts receivable for the current portion. The noncurrent portion is included in other assets.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no issues submitted to a vote of security holders during the fourth quarter of 2006.

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PART II

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock, with no par value, has traded on the New York Stock Exchange (NYSE) under the symbol “NEU” since June 21, 2004 when we became the parent holding company of Ethyl and its subsidiaries.

There were 17,289,860 shares of our common stock outstanding as of December 31, 2006. We had 3,627 shareholders of record at December 31, 2006.

On December 16, 2005, our Board of Directors approved a share repurchase program that authorizes management to repurchase up to $50 million of our outstanding common stock until December 31, 2007, as market conditions warrant and covenants under our existing agreements permit. We may conduct our share repurchases in the open-market and in privately negotiated transactions. The repurchase program does not require us to acquire any specific number of shares and may be terminated at any time. No shares were repurchased during 2006 or 2005 under this program.

Cash dividends declared for 2006 on our common stock totaled 50 cents per share including: a dividend of 12.5 cents per share declared on February 23, 2006 and paid April 3, 2006; a dividend of 12.5 cents per share declared on April 27, 2006 and paid on July 3, 2006; a dividend of 12.5 cents per share declared on July 20, 2006 and paid on October 2, 2006; and a dividend of 12.5 cents per share declared on October 24, 2006 and paid on January 2, 2007.

On February 22, 2007, our Board of Directors declared a quarterly dividend of 12.5 cents per share on our common stock. The dividend is payable April 1, 2007 to shareholders of record on March 15, 2007.

The declaration and payment of dividends is subject to the discretion of our Board of Directors. Future dividends will depend on various factors, including our financial condition, earnings, cash requirements, legal requirements, restrictions in agreements governing our outstanding indebtedness, and other factors deemed relevant by our Board of Directors. For a discussion of the restrictions on our ability to declare and pay dividends, see Note 12 of the Notes to Consolidated Financial Statements.

The following table shows the high and low prices of our common stock on the NYSE for each of the last eight quarters.

	2006
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
High	$	48.29	$	62.80	$	67.34	$	70.00
Low	$	23.55	$	37.65	$	43.15	$	52.12
	2005
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
High	$	20.55	$	18.80	$	17.90	$	25.26
Low	$	17.50	$	12.95	$	14.75	$	14.38

The performance graph showing the five-year cumulative total return on our common stock as compared to Lubrizol, specialty chemical companies, and the S&P 500 is shown below. The graph assumes $100 invested on the last day of December 2001. Dividends are assumed to be reinvested quarterly.

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PERFORMANCE GRAPH

Comparison of Five-Year Cumulative Total Return

Performance through December 31, 2006

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ITEM 6.    SELECTED FINANCIAL DATA

NewMarket Corporation & Subsidiaries

Five Year Summary

	Years Ended December 31
	2006		2005		2004		2003		2002
	(in thousands except per-share amounts)
Results of Operations
Net sales	$	1,263,297	$	1,075,544	$	894,109	$	756,341	$	656,350
Costs and expenses		1,178,665		1,037,490		878,020		736,385		642,716
Operating profit from TEL marketing agreements services		8,181		23,154		33,226		29,603		25,756
Special item income, net (1) (2) (3)		14,825		11,668		13,245		—		—
Operating profit		107,638		72,876		62,560		49,559		39,390
Interest and financing expenses		15,403		16,849		18,254		21,128		25,574
Loss on early extinguishment of debt (4)		11,209		—		—		—		—
Other income (expense), net (5)		7,117		925		324		911		(547	)
Income before income taxes		88,143		56,952		44,630		29,342		13,269
Income tax expense (6)		30,621		14,571		11,572		8,718		3,756
Net income from continuing operations		57,522		42,381		33,058		20,624		9,513
Income from operations of discontinued business (net of tax) (7)		—		—		—		14,805		2,901
Income before cumulative effect of accounting changes		57,522		42,381		33,058		35,429		12,414
Cumulative effect of accounting changes (net of tax) (8)		—		—		—		1,624		(2,505	)
Net income	$	57,522	$	42,381	$	33,058	$	37,053	$	9,909
Financial Position and Other Data
Total assets	$	744,793	$	701,532	$	676,195	$	649,748	$	656,261
Operations:
Working capital	$	301,777	$	244,912	$	220,072	$	184,174	$	143,216
Current ratio		2.88 to 1		2.47 to 1		2.57 to 1		2.47 to 1		2.10 to 1
Depreciation and amortization	$	31,592	$	36,396	$	44,775	$	50,391	$	52,422
Capital expenditures	$	26,161	$	17,830	$	14,650	$	11,617	$	12,671
Gross profit as a % of net sales		20.9		18.6		19.9		21.9		21.1
Research, development, and testing expenses (9)	$	70,263	$	65,394	$	65,356	$	57,865	$	51,069
Total debt	$	153,439	$	153,829	$	184,438	$	208,817	$	290,067
Common and other shareholders’ equity	$	301,402	$	266,060	$	231,882	$	199,683	$	153,078
Total debt as a % of total capitalization (debt plus equity)		33.7		36.6		44.3		51.1		65.5
Net income as a % of average shareholders’ equity		20.3		17.0		15.3		21.0		6.6
Common Stock
Basic earnings per share:
Earnings from continuing operations	$	3.34	$	2.49	$	1.95	$	1.23	$	.57
Earnings from operations of discontinued business (net of tax) (7)		—		—		—		.88		.17
Cumulative effect of accounting changes (net of tax) (8)		—		—		—		.10		(.15	)
Net income	$	3.34	$	2.49	$	1.95	$	2.21	$	.59
Diluted earnings per share:
Earnings from continuing operations	$	3.30	$	2.45	$	1.92	$	1.22	$	.57
Earnings from operations of discontinued business (net of tax) (7)		—		—		—		.88		.17
Cumulative effect of accounting changes (net of tax) (8)		—		—		—		.09		(.15	)
Net income	$	3.30	$	2.45	$	1.92	$	2.19	$	.59
Shares used to compute basic earnings per share		17,223		17,028		16,916		16,733		16,689
Shares used to compute diluted earnings per share		17,407		17,320		17,199		16,940		16,732
Equity per share	$	17.43	$	15.58	$	13.66	$	11.90	$	9.17
Cash dividends declared per share	$	.50	$	—	$	—	$	—	$	—

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Notes to the Five Year Summary

(1) Special item income was $14.8 million in 2006 and included a $5.3 million gain related to an earn-out agreement for certain pharmaceutical intellectual property that we sold in 1994; a $3.3 million gain associated with a legal settlement related to transportation charges; a $5.5 million gain resulting from a class action lawsuit related to raw materials; a $2.5 million loss related to a legal settlement; and a $3.3 million gain on the sale of property.

(2) Special item income was $12 million in 2005 and included an aggregate $8 million gain on the sales of corporate property and a $4 million gain on an insurance settlement related to our premises asbestos liabilities.

(3) The special item in 2004 was $13 million income and represents the gain on the environmental insurance settlement.

(4) In December 2006, we purchased $149.75 million of the outstanding $150 million aggregate principal amount of our 8.875% senior notes due 2010 in a tender offer. As a result of the transaction, we recognized a loss of $11 million on the early extinguishment of debt. This loss included the write-off of unamortized deferred financing costs of $2.6 million and cash paid of $8.6 million related to the premium and other costs of the purchase of the senior notes. Subsequently in December 2006, we issued $150 million aggregate principal amount of our 7.125% senior notes due in 2016.

(5) Other income (expense), net in 2006 includes a gain of $4 million for interest on an income tax settlement, as well as $2 million investment income.

Other income (expense), net in 2003 includes a $1 million refund from an insurance company related to employee benefit policies.

Other income (expense), net in 2002 includes a loss on impairment of nonoperating assets of $4 million, as well as expenses related to debt refinancing activities of $1 million. In addition, 2002 reflects $1 million interest income from a settlement with the Internal Revenue Service (IRS), as well as $2.4 million for interest income from a lawsuit settlement.

(6) Income tax expense in 2005 and 2004 includes a favorable impact of approximately $1 million from the settlement of certain tax years with the IRS.

(7) Discontinued operations reflect the phenolic antioxidant business, which was sold in January 2003. The 2003 amount is the gain on the disposal of this business of $23.2 million ($14.8 million after tax). Prior year amounts represent the after-tax earnings of this business.

(8) The cumulative effect of accounting change for 2003 reflects the gain of $2.5 million ($1.6 million after tax) recognized upon adoption of SFAS No. 143 on January 1, 2003. The 2002 amount reflects the impairment of goodwill of $3.1 million ($2.5 million after tax) resulting from the January 1, 2002 adoption of SFAS No. 142.

(9) Of the total research, development, and testing expenses, the portion related to new products and processes was $37 million in 2006, $34 million in 2005, $33 million in 2004, $28 million in 2003, and $30 million in 2002.

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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward-Looking Statements

The following discussion contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future results. When we use words in this document, such as “anticipates,” “intends,” “plans,” “believes,” “estimates,” “expects,” and similar expressions, we do so to identify forward-looking statements. Examples of forward-looking statements include statements we make regarding future prospects of growth in the petroleum additives market, the level of future declines in the market for TEL, our ability to maintain or increase our market share, and our future capital expenditure levels.

We believe our forward-looking statements are based on reasonable expectations and assumptions, within the bounds of what we know about our business and operations. However, we offer no assurance that actual results will not differ materially from our expectations due to uncertainties and factors that are difficult to predict and beyond our control.

These factors include, but are not limited to, timing of sales orders, gain or loss of significant customers, competition from other manufacturers, resolution of environmental liabilities, changes in the demand for our products, significant changes in new product introduction, increases in product cost, the impact of fluctuations in foreign exchange rates on reported results of operations, changes in various markets, geopolitical risks in certain of the countries in which we conduct business, and the impact of consolidation of the petroleum additives industry. In addition, certain risk factors are also discussed in Item 1A, “Risk Factors.”

You should keep in mind that any forward-looking statement made by us in this discussion or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this discussion, or elsewhere, might not occur.

OVERVIEW

The 2006 year reflected increases in net sales, as well as operating profit, across both lubricant additives and fuel additives as compared to 2005 and 2004. We supply our customers with a diverse portfolio of products to meet their business needs and we believe this is reflected in our results. While the petroleum additives industry experienced escalating raw material costs in 2006, we were generally able to recover these costs through improved pricing and the introduction of more cost-effective products. Our production facilities are operating at high levels and we are selling a product mix with higher margins. As expected, the TEL market continues to decline and segment operating results are lower than last year.

Our balance sheet remains strong at year-end 2006. Our investment in working capital has increased over December 31, 2005 levels in support of our business. We continue to have no outstanding bank debt. In late 2006, we completed the refinancing of both our 8.875% senior notes due 2010 and senior credit facility, providing us with more favorable terms and greater flexibility as we look to the future.

RESULTS OF OPERATIONS

Net Sales

Continuing the trend from the last two years, 2006 net sales increased in essentially all areas of the petroleum additives segment. In addition, total consolidated net sales were higher in 2006 than in either 2005 or 2004. When comparing 2006 with 2005, net sales increased 17%. The increase between 2005 and 2004 was 20%.

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In 2006, 2005, and 2004, net sales to two customers of our petroleum additives segment exceeded 10% of total net sales. Sales to BP amounted to $127 million (10% of net sales) in 2006, $112 million (10% of total net sales) in 2005, and $99 million (11% of total net sales) in 2004. Sales to Shell amounted to $169 million (13% of total net sales) in 2006, $143 million (13% of total net sales) in 2005, and $119 million (13% of total net sales) in 2004. These net sales represent a wide-range of products sold to these two customers in multiple regions of the world.

No other single customer accounted for 10% or more of our total net sales in 2006, 2005, or 2004.

The following table shows our net sales by segment for each of the last three years.

Net Sales by Segment

	2006		2005		2004
	(in millions of dollars)
Petroleum additives	$	1,252	$	1,067	$	885
Tetraethyl lead		11		9		9
Consolidated net sales	$	1,263	$	1,076	$	894

Petroleum Additives—Our petroleum additives sales improved over both 2005 and 2004.

When comparing 2006 to 2005, petroleum additives net sales were up $185 million or 17%. The increase was across both lubricant additives and fuel additives. Increases in selling prices resulted in most of the improvement in net sales, with changes in the mix of products sold also contributing to the higher net sales. Total shipments were essentially unchanged comparing 2006 to 2005. The change in net sales between the two years also includes a small unfavorable foreign currency impact.

Petroleum additives net sales for 2005 increased $182 million, or 21%, over 2004 levels. The increase was across all product lines. Shipments were approximately 7% higher than in 2004 with the increase predominantly in the engine oil additives product line. There were smaller increases in industrial additives and fuel additives product lines. Price increases and a favorable foreign currency impact also contributed to the higher net sales.

The approximate components of the petroleum additives increase in net sales of $185 million when comparing 2006 to 2005 and $182 million when comparing 2005 to 2004 are shown below in millions.

Net sales for year ended December 31, 2004	$	885
Increase in shipments and changes in product mix		81
Changes in selling prices including foreign currency impact		101
Net sales for year ended December 31, 2005		1,067
Increase in shipments and changes in product mix		45
Changes in selling prices including foreign currency impact		140
Net sales for year ended December 31, 2006	$	1,252

Tetraethyl Lead—Most of the TEL marketing activity is through the marketing agreements with Innospec, under which we do not record the sales transactions. Therefore, the TEL net sales shown above are those made by our wholly-owned subsidiary, Ethyl, in areas not covered by the Innospec marketing agreements. The sales made in areas not covered by the marketing agreements are minor compared to the TEL sales made through the Innospec marketing agreements. See Note 3 of the Notes to Consolidated Financial Statements.

TEL net sales in areas not covered by the Innospec marketing agreements were up slightly in 2006 over 2005 and 2004. This increase primarily represents price increases in 2006.

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Segment Operating Profit

NewMarket evaluates the performance of Afton’s petroleum additives business and Ethyl’s TEL business based on segment operating profit. NewMarket Services departments and other expenses are billed to Afton and Ethyl based on the services provided under the holding company structure pursuant to service agreements between NewMarket Services and Afton and NewMarket Services and Ethyl. Depreciation on segment property, plant, and equipment, and amortization of segment intangible assets and the prepayments for services are included in the operating profit of each segment.

The table below reports operating profit by segment for the last three years. The “Contract manufacturing and other” classification in the table below primarily represents certain manufacturing operations that Ethyl provides to Afton. Certain prior period amounts have been reclassified to conform to the current presentation.

Segment Operating Profit

	2006		2005		2004
	(in millions of dollars)
Petroleum additives	$	104	$	60	$	42
Tetraethyl lead	$	3	$	18	$	37
Contract manufacturing and other	$	4	$	3	$	2

Petroleum Additives—Petroleum additives operating profit for 2006 increased $44 million, or 74%, when compared to the 2005 level of $60 million. Operating profit for 2006 includes a gain of $3 million associated with a legal settlement related to transportation charges, as well as a gain of $6 million resulting from a class action lawsuit related to raw materials and a loss of $5 million from other legal settlements. The increase in operating profit was in both lubricant and fuel additives reflecting improved net sales and profit margins. Net sales were approximately 17% higher than 2005 reflecting improved pricing and improvements in product mix.

While raw material costs escalated in 2006, we were able to implement certain price increases. These price increases have enabled us to restore our margins that have been under pressure since the significant increase in raw material costs began in 2004. Our production facilities are operating at high rates and we are selling more efficient product formulations. These improved product formulations lower both our cost, as well as our customers’ costs. The 2006 results also include a small, unfavorable foreign currency impact.

Petroleum additives operating profit for 2005 was approximately $60 million, an increase of $18 million, or 43%, over 2004. The increases were primarily in the engine oil additives, industrial additives, and certain fuel additives product lines. While net sales of our remaining fuel additives products also increased, higher raw material costs caused operating profit from these products to be considerably lower in 2005 than in 2004.

Overall, the increase in operating profit in 2005 as compared to 2004 resulted from 21% higher net sales and 7% higher shipments. The impact of the increases in selling prices that we were able to achieve during the year substantially covered the increases in raw material costs for 2005, with higher shipments accounting for most of the improved profitability. Both 2005 and 2004 results include a favorable foreign currency impact, primarily from the European Union Euro. The 2004 results also include a gain of about $1 million from an environmental insurance settlement.

Total R&D was $70 million in 2006 and $65 million in both 2005 and 2004. The increase in R&D when comparing 2006 and 2005 is across all product lines, but mainly in engine oil additives. While our R&D expenses were the same in both 2005 and 2004, the projects and product lines that were researched were quite different. This is normal for our business and is a function of industry specifications, customers’ expectations, and competitive forces. There was also a small favorable foreign currency impact in 2006, but a small unfavorable foreign currency impact in 2005 and 2004. R&D related to new products and processes was $37 million in 2006, $34 million in 2005, and $33 million in 2004. All of our R&D expenses were related to the petroleum additives segment.

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Selling, general, and administrative expenses (SG&A) in 2006 for this segment were approximately $10 million higher than 2005, while 2005 was approximately $3 million higher than 2004. The increase in 2006 primarily resulted from higher professional fees and personnel-related expenses. The increases in both 2005 and 2004 included the impact of an unfavorable foreign currency effect. As a percentage of net segment sales, SG&A combined with R&D expenses were 12.7% in 2006, 13.5% in 2005, and 16.0% in 2004. The improvement in the percentages when comparing each of the years reflects larger increases in net sales as compared to the smaller increases in SG&A and R&D.

Tetraethyl Lead—Results of our TEL segment include the operating profit contribution from our marketing agreements and certain TEL operations not included in the marketing agreements.

The operating profit contribution from our marketing agreements was $8 million in 2006, $23 million in 2005, and $33 million in 2004. As expected, volumes shipped declined when comparing both 2006 to 2005 and 2005 to 2004. Volumes were 62% lower for 2006 compared to 2005 and 27% lower when comparing 2005 and 2004. Pricing did improve when comparing 2006 to 2005 and 2005 to 2004. In addition, amortization of the prepayment for services was approximately $2 million lower in 2006 than in 2005 and $1 million lower in 2005 than in 2004, reflecting the declining balance method of amortization. These improvements were not enough to offset the impact on operating profit from the decrease in shipments. The decrease in volumes shipped primarily reflects the result of certain of the major TEL customers under the marketing agreement discontinuing use of the product, as well as the ongoing decline in the market as other customers discontinue use of the product.

See Note 3 of the Notes to Consolidated Financial Statements for additional information on the TEL marketing agreements. The TEL market will continue to decline as customers discontinue use of the product.

The loss from other TEL operations that was not a part of the marketing agreements was unchanged when comparing 2006 to 2005 and approximately $9 million unfavorable when comparing 2005 to 2004. The large prior year variances were primarily due to certain insurance settlements. While there were none during 2006, the 2005 results include a special item of $4 million for an insurance settlement gain related to our premises asbestos liabilities. The 2004 results include a special item gain of $12 million from an environmental insurance settlement.

The 2006 results in other TEL operations include a favorable impact from lower environmental expenses compared to 2005. This favorable impact in 2006 from environmental charges was mostly offset by the favorable premises asbestos items in 2005. When comparing 2005 and 2004, the 2005 other TEL operations results include lower premises asbestos charges reflecting the favorable impact of a change in expected future insurance reimbursements. The favorable impact from the premises asbestos items in 2005 was partially offset by an increase in environmental clean-up costs.

The following discussion references certain captions on the Consolidated Statements of Income.

Special Item Income

Special item income was $15 million in 2006 and included a $5.3 million gain related to an earn-out agreement for certain pharmaceutical intellectual property that was sold in 1994; a $3.3 million gain associated with a legal settlement related to transportation charges; a $5.5 million gain resulting from a class action lawsuit related to raw materials; a $2.5 million loss from a legal settlement; and a $3.3 million gain on the sale of property.

Special item income was $12 million in 2005 and included an aggregate $8 million of gains on the sales of corporate property and a $4 million gain on an insurance settlement related to our premises asbestos liabilities discussed below.

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During the second quarter 2005, we entered into an agreement with Travelers resolving certain long-standing issues regarding our coverage for certain premises asbestos claims. In addition, our agreement with Travelers provides a procedure for allocating defense and indemnity costs with respect to future premises asbestos claims. The lawsuit we had previously filed against Travelers in the Southern District of Texas was dismissed.

In 2005, we also settled our outstanding receivable from Albemarle for premises asbestos liability obligations. As a result of the insurance settlement described above, the outstanding amount owed to us by Albemarle was adjusted to $1.4 million, compared to $4 million at year-end 2004. Albemarle paid us $1.4 million in the third quarter of 2005.

The net gain of $4 million in 2005 represents amounts paid to us to settle historical claims in excess of the receivables we carried on our financial statements from both Travelers and Albemarle in the aggregate. This amount is reflected in TEL segment operating profit as discussed above.

Special item income was $13 million in 2004 and represents the gain on an environmental insurance settlement. The terms of the settlement provide for a total payment of $16 million. In addition to the $8 million received during 2004, we received $4 million in February 2005 and the remaining $4 million in February 2006 in accordance with a previously agreed-upon payment schedule.

Interest and Financing Expenses

Interest and financing expenses were $15 million in 2006, $17 million in 2005, and $18 million in 2004. The decrease resulted primarily from lower debt during 2006 as compared to 2005. We had no drawn bank debt under our revolving credit facility during 2006. Fees and amortization costs were substantially unchanged between the two periods excluding the effect of the loss on the early extinguishment of debt.

Lower average debt when comparing 2005 to 2004 resulted in a $1.6 million reduction in interest and financing expenses, while higher average interest rates resulted in increased expenses of $800 thousand. Fees and amortization of financing costs were $600 thousand lower for 2005.

Loss on Early Extinguishment of Debt

In December 2006, we purchased $149.75 million of the outstanding $150 million aggregate principal amount of our 8.875% senior notes due 2010 in a tender offer. As a result of the transaction, we recognized a loss of $11 million on the early extinguishment of debt. This loss included the write-off of unamortized deferred financing costs of $2.6 million and cash paid of $8.6 million related to the premium and other costs of the purchase of the 8.875% senior notes.

Other Income, Net

Other income, net was $7 million in 2006, $900 thousand in 2005, and $300 thousand in 2004. The 2006 amount included a $4 million gain on interest income from an income tax settlement, as well as $2 million investment income. Both 2005 and 2004 were comprised of a number of small items.

Income Tax Expense

Income tax expense was $31 million in 2006, $15 million in 2005, and $12 million in 2004. The effective tax rate was 34.7% in 2006, 25.6% in 2005, and 25.9% in 2004. The effective tax rate in each year reflects certain foreign and other tax benefits.

The increase in income before income taxes from 2005 to 2006 resulted in an increase of $8 million in income taxes in 2006. The increase in the effective tax rate from 2005 to 2006 also resulted in an increase of

32

$8 million in income taxes in 2006. Part of the rate increase in 2006 relates to the strengthening of foreign currencies resulting in a $2.6 million increase in the tax provision on undistributed earnings of foreign subsidiaries in 2006, while weakening currencies in 2005 resulted in a tax credit of $2.2 million. The 2005 and 2004 rates include the favorable impact of approximately $1 million from the settlement of certain open tax years with the IRS.

The increase in income before income taxes from 2004 to 2005 resulted in the full $3 million increase in taxes between the two years. The effective tax rate between the two years was essentially unchanged.

To comply with international trade rules, the American Jobs Creation Act of 2004 (the Act), signed into law on October 22, 2004, repealed the FSC Repeal and Extraterritorial Income Exclusion Act of 2000. The Act repealed the Extraterritorial Income Exclusion for transactions entered into after December 31, 2004 subject to a phase-out that allowed current beneficiaries to claim benefits in 2005 and 2006. In 2005, the benefit of excluding $6 million from taxable income was 80% of the amount calculated under prior law. In 2006, the benefit of excluding approximately $5 million from taxable income was 60% of the amount calculated under prior law. For 2007 and beyond, no benefit will be allowed.

Our deferred taxes are in a net asset position. Based on current forecast operating plans, we believe that we will recover the full benefit of our deferred tax assets. See Note 22 of the Notes to Consolidated Financial Statements for details on income taxes.

Net Income

Net income was $57.5 million ($3.30 per diluted share) in 2006, $42.4 million ($2.45 per diluted share) in 2005, and $33.1 million ($1.92 per diluted share) in 2004.

CASH FLOWS DISCUSSION

We generated cash from operating activities of $37 million in 2006, $64 million in 2005, and $37 million in 2004.

During 2006, we realized cash flows of $3 million from the sale of property, as well as $5 million from a payment under an earn-out agreement related to our pharmaceuticals business, which we sold in 1994. In addition, we had gross proceeds of $150 million from the issuance of our 7.125% senior notes due 2016. We used these proceeds, as well as the cash from operations to purchase $149.75 million of our 8.875% senior notes due 2010, fund capital expenditures of $26 million, acquire an intangible asset for $4 million, pay dividends on our common stock of $9 million, and pay debt issuance costs of $4 million. Our book overdrafts decreased $2 million. These items resulted in an increase of $4 million in cash and cash equivalents. Fluctuations in foreign currency rates resulted in a favorable impact of $1 million on cash and cash equivalents throughout 2006. Included in the 2006 cash flows from operating activities were collections of $11 million from settlements, including $4 million related to the 2004 environmental insurance settlement discussed below, as well as payments of $18 million to fund our pension plans and $9 million for costs related to the early extinguishment of our 8.875% senior notes. Cash flows from operating activities for 2006 also included an increase in working capital requirements, which are discussed more fully under “Working Capital.”

In 2005, we realized $14 million in before-tax proceeds from the sales of corporate assets. We used these proceeds, as well as the cash flows from operating activities, to fund capital expenditures of $18 million and pay-off our outstanding bank debt of $30 million. Our book overdrafts decreased $1 million. These items resulted in an increase in cash and cash equivalents of $28 million. Cash and cash equivalents throughout 2005 included a $1 million negative impact from foreign currency. Included in the 2005 cash flows from operating activities were collections of $4 million related to the 2004 environmental insurance settlement, which provides for a total payment of $16 million ($8 million of which we received in 2004, $4 million of which we received in 2005 and

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$4 million of which we received in February 2006 in accordance with a previously agreed-upon payment schedule) and $7 million from the 2005 insurance settlement related to our premises asbestos liabilities, as well as payments of $12 million to fund our pension plans.

In 2004, we used the cash flows from operating activities, as well as $1 million of proceeds from the exercise of stock options and $5 million cash on hand, to fund capital expenditures of $15 million, to make a net repayment on bank debt of $24 million, to pay debt issuance costs of $1 million, and to purchase certain property for $3 million. Our book overdrafts increased $1 million. Included in the cash flows from operating activities was $8 million related to the 2004 environmental insurance settlement. In addition, cash flows from operating activities included cash outlays of approximately $12 million to fund our pension plans.

Excluding the construction of the office building by our wholly-owned subsidiary, Foundry Park I, we expect that cash from operations, together with borrowing available under our senior credit facility, will continue to be sufficient to cover our operating expenses and planned capital expenditures for the foreseeable future. For more information on the construction of the office building by Foundry Park I, see “Recent Developments” in Part I, Item 1.

FINANCIAL POSITION AND LIQUIDITY

Cash

At December 31, 2006, we had cash and cash equivalents of $60 million as compared to $56 million at the end of 2005.

We also had restricted cash of $200 thousand at December 31, 2006 and $1.4 million at December 31, 2005. In addition, at December 31, 2006, we had restricted funds of $1 million recorded as a long-term asset in other assets. Of these total restricted funds at December 31, 2006, $700 thousand was cash received from Metropolitan Life Insurance Company (Metropolitan) during 2005 and 2003. These funds amounted to $900 thousand at December 31, 2005. The funds from Metropolitan are being used to reduce the employee portion of retiree health benefit costs. The remaining $500 thousand of restricted funds at both December 31, 2006 and December 31, 2005 represents funds related to the issuance of a European bank guarantee.

At both December 31, 2006 and December 31, 2005, we had a book overdraft for some of our disbursement cash accounts. A book overdraft represents disbursements that have not cleared the bank accounts at the end of the reporting period. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods.

Debt

Senior Notes—On November 21, 2006, we commenced a cash tender offer for any and all $150 million aggregate principal amount of our then outstanding 8.875% senior notes due 2010. Upon the expiration of the tender offer on December 21, 2006, we accepted for purchase and purchased $149.75 million aggregate principal amount of our 8.875% senior notes. As a result of this transaction, we recognized a loss of $11 million on the early extinguishment of debt. The loss included the write-off of $2.6 million in unamortized deferred financing costs and cash paid of $8.6 million related to the premium and other costs of the purchase of the 8.875% senior notes. We redeemed the remaining outstanding $250 thousand aggregate principal amount of our 8.875% senior notes on February 7, 2007.

On December 12, 2006, we issued $150 million aggregate principal amount of our 7.125% senior notes due 2016. The purchase of our 8.875% senior notes in the tender offer was financed with net proceeds from the issuance of the 7.125% senior notes, as well as cash on hand.

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The 7.125% senior notes are our senior unsecured obligations and are jointly and severally guaranteed on an unsecured basis by all of our existing and future wholly-owned domestic restricted subsidiaries. We incurred financing costs of approximately $3 million related to the 7.125% senior notes, which are being amortized over ten years.

The 7.125% senior notes and the subsidiary guarantees rank:

• effectively junior to all of our and the guarantors’ existing and future secured indebtedness, including any borrowings under the senior credit facility described below;

• equal in right of payment with any of our and the guarantors’ existing and future unsecured senior indebtedness; and

• senior in right of payment to any of our and the guarantors’ existing and future subordinated indebtedness.

The indenture governing the 7.125% senior notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness;

• create liens;

• pay dividends or repurchase capital stock;

• make certain investments;

• sell assets or consolidate or merge with or into other companies; and

• engage in transactions with affiliates.

We were in compliance with the covenants in the indenture governing the 7.125% senior notes as of December 31, 2006 and those in the indenture governing the 8.875% senior notes as of December 31, 2006.

Senior Credit Facility—On December 21, 2006, we entered into a Second Amended and Restated Credit Agreement. This credit agreement amended and restated the credit agreement that we entered into on June 18, 2004.

The credit agreement includes a $100 million revolving senior credit facility. We have an option to increase the senior credit facility commitment by an amount not to exceed $50 million, subject to the satisfaction of certain terms and conditions. We incurred additional financing costs of approximately $600 thousand, which resulted in total unamortized deferred financing costs of approximately $3 million related to the senior credit facility. These costs are being amortized over five years.

The $100 million senior credit facility is for working capital and other general corporate purposes for NewMarket and our subsidiaries and includes a $50 million sub-facility for letters of credit. Borrowings bear interest, at our election, at either a base rate plus a margin (25 basis points as of December 31, 2006) or LIBOR plus a margin (125 basis points as of December 31, 2006). The revolving credit facility matures on December 21, 2011. There were no borrowings outstanding at December 31, 2006 under the senior credit facility. At December 31, 2006, we had outstanding letters of credit of $3.5 million, resulting in the unused portion of the senior credit facility amounting to $96.5 million.

The senior credit facility is secured by liens on a significant portion of our U.S. assets. In addition, the senior credit facility is guaranteed by our U.S. subsidiaries.

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The credit agreement contains covenants, representations, and events of default that management considers typical of a credit agreement of this nature. The financial covenants include:

• minimum consolidated net worth;

• a minimum fixed charge coverage ratio;

• a maximum leverage ratio; and

• restrictions on the payment of dividends or repurchases of capital stock.

We were in compliance with these covenants at December 31, 2006.

* * *

We had combined current and noncurrent long-term debt of $153.4 million at December 31, 2006 and $153.8 million at December 31, 2005.

During 2005, we paid-off our bank debt under our previous credit agreement which amounted to $30 million. We also paid $600 thousand on the capital lease obligations. All of our debt is discussed more fully in Note 12 of the Notes to Consolidated Financial Statements.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total debt decreased from 36.6% at the end of 2005 to 33.7% at the end of 2006. The decrease reflects the increase in shareholders’ equity due to earnings, as well as the small pay down of debt. Normally, we repay long-term debt with cash from operations, as well as with proceeds from occasional sales of business units, plant sites, or other assets.

Working Capital

At December 31, 2006, we had working capital of $302 million, resulting in a current ratio (which is defined as current assets divided by current liabilities) of 2.88 to 1. Our working capital at year-end 2005 was $245 million resulting in a current ratio of 2.47 to 1.

The increase in working capital primarily reflects higher accounts receivable and inventories. The increase in accounts receivable is equally due to longer payment terms than in the past, as well as higher past due amounts at December 31, 2006. The increase in inventories results from higher raw material costs, as well as an increase in volumes in support of increased customer demands and our manufacturing plans.

Capital Expenditures

Excluding the construction of the office building by Foundry Park I, a wholly-owned subsidiary of NewMarket Development, we expect capital expenditures to be approximately $30 million in 2007. We expect to continue to finance this capital spending through cash provided from operations, together with borrowing available under our senior credit facility. For more information on the construction of the office building by Foundry Park I, see “Recent Developments” in Part I, Item 1.

Environmental Expenses

We spent approximately $16 million in 2006, $13 million in 2005, and $14 million in 2004 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures. These environmental operating and clean-up expenses are included in cost of goods sold. In 2007, we expect environmental operating and remediation costs to be about the same as 2006. Further, we expect to continue to fund these costs through cash provided by operations.

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Contractual Obligations

The table below shows our year-end contractual obligations by year due.

	Payments due by period (in millions of dollars)
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Long-term debt obligations (a)	$	150	$	—	$	—	$	—	$	150
Interest payable on long-term debt and capital lease obligations		107		11		22		21		53
Letters of credit (b)		4		—		—		—		4
Capital lease obligations (c)		3		1		1		1		—
Operating lease obligations		43		9		13		7		14
Property, plant, and equipment purchase obligations		3		3		—		—		—
Raw material purchase obligations (d)		364		71		102		97		94
Other long-term liabilities (e)		25		19		1		3		2
Real estate development (f)		110		10		100		—		—
Total	$	809	$	124	$	239	$	129	$	317

(a) Amounts represent contractual payments due on the senior notes.

(b) We intend to renew letters of credit when necessary as they mature; therefore, the obligations do not have a definitive maturity date.

(c) Amounts represent the debt obligation under the capital lease, as well as future minimum lease payments in excess of the capital lease debt obligation.

(d) Raw material purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on Afton or Ethyl and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.

Purchase orders made in the ordinary course of business are excluded from the above table. Any amounts for which we are liable under purchase orders are reflected in our Consolidated Balance Sheets as accounts payable and accrued liabilities.

(e) These represent other long-term liability amounts reflected in our Consolidated Balance Sheets that have known payment streams. Amounts include asset retirement obligations and contributions associated with pension and postretirement benefit plans. Amounts accrued for the potential exposure with respect to litigation, claims, and assessments are not included in the table above.

(f) Foundry Park I, a wholly-owned subsidiary of NewMarket Development, entered into a Deed of Lease Agreement in January 2007, with MeadWestvaco under which it will lease an office building which we will construct in Richmond, Virginia. We plan to invest between $110 million and $140 million in completing the construction of the building and parking facilities.

Under the marketing agreements with Innospec, we are required to provide approximately one-third of the cost of product sold to customers in the territory from our TEL inventory or post an equivalent dollar value deposit with Innospec. The approximate requirement is $12 million at year-end 2006 and $13 million at year-end 2005. We now cover this requirement of the marketing agreements through the value of a working capital advance to Innospec. This advance is being repaid to Ethyl as the requirement decreases and will be repaid in full at the end of the marketing agreements. These amounts have been recorded in other assets and deferred charges on the Consolidated Balance Sheets. See Note 9 of the Notes to Consolidated Financial Statements.

Pension and Postretirement Benefit Plans

We apply SFAS No. 87, “Employers’ Accounting for Pensions”, SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”, and SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” to account for our pension and postretirement plans. We use a

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December 31 measurement date to determine our pension and postretirement expenses and related financial disclosure information. Additional information on our pension and postretirement plans is in Note 18 of the Notes to Consolidated Financial Statements.

Investment Return Assumptions under SFAS 87 and Asset Allocation—We periodically review our assumptions for the long-term expected return on pension plan assets. As part of the review and to develop expected rates of return, we considered, with the assistance of our independent consulting actuaries, a stochastic analysis of expected returns based on the domestic plans’ asset allocation as of both January 1, 2005 and January 1, 2006. This forecast reflects our expected long-term rates of return for each significant asset class or economic indicator. As of January 1, 2007, the expected rates were 9.1% (9.4% last year) for U.S. large cap stocks, 6.3% (5.7% last year) for U.S. long-term corporate bonds, and 2.7% (2.8% last year) for inflation. The range of returns developed relies both on forecasts and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class.

Our asset allocation is predominantly weighted toward equities. Through a review of our investments and after reducing our long-term rate of return by 25 basis points at December 31, 2005, we have determined that we should maintain the expected long-term rate of return for our domestic plans at 8.75% at December 31, 2006.

An actuarial gain, where the actual return exceeds the expected return, occurred during 2006 resulting in the actual investment return exceeding the assumed return in 2006 by approximately $3 million for all of our domestic pension plans. Despite the actuarial gain for 2006, we continue to have a net unrecognized loss at December 31, 2006. Actuarial losses, where the actual return was less than the expected return, resulted during 2005 and 2004. The one-year investment return was lower than the long-term assumption by approximately $4 million in 2005 and $1 million in 2004 for all of our domestic pension plans. Investment losses enter earnings on an amortized basis so that recent years’ losses resulted in increased expense of approximately $400 thousand in 2006, as well as an expected $40 thousand increased expense in 2007. We expect that there will be continued volatility in pension expense as actual investment returns vary from the expected return, but we continue to believe the potential benefits justify the risk premium for equity investments.

Pension expense is sensitive to changes in the expected return on assets. For example, decreasing the expected rate of return by 25 basis points to 8.50% (while holding other assumptions constant) would increase the forecasted 2007 expense for our domestic pension plans by approximately $200 thousand. Similarly, a 25 basis point increase in the expected rate of return to 9.00% (while holding other assumptions constant) would reduce forecasted 2006 pension expense by approximately $200 thousand.

Discount Rate Assumption under SFAS 87 and SFAS 106—We utilize the Citigroup Pension Discount Curve (discount curve) and Liability Index in developing the discount rate assumption. We apply the expected cash flows of the specific defined benefit retirement plan to the interest rates provided in the discount curve. The rate is developed based on the discount curve on the last day of December. The discount rate at December 31, 2006 was 5.875%.

Pension expense is also sensitive to changes in the discount rate. For example, decreasing the discount rate by 25 basis points to 5.625% (while holding other assumptions constant) would increase the forecasted 2007 expense for our domestic pension plans by approximately $400 thousand. A 25 basis point increase in the discount rate to 6.125% would reduce forecasted 2007 pension expense by approximately $300 thousand.

Rate of Projected Compensation Increase—We have maintained our rate of projected compensation increase at December 31, 2006 at 3.75%. The rate assumption was based on an analysis of our projected compensation increases for the foreseeable future.

Liquidity—Cash contribution requirements to the pension plan are sensitive to changes in assumed interest rates in the same manner as pension expense. We expect our aggregate domestic cash contributions, before income taxes, will be approximately $7 million in 2007 while foreign cash contributions will be approximately $8 million.

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Other Assumptions under SFAS 106—During 2002, we reviewed our assumption for the health care cost trend rate under SFAS 106. This review was done with reference to cost increases in our own plans, as well as broader market increases in employer-provided health care costs and observations of SFAS 106 assumptions used by other large employers. Consequently, as of December 31, 2002, we increased our assumption for the health care cost trend rate substantially to a rate of 11% in 2002 scaling down to 5.5% over the next ten years. Previously, the health care cost trend rate was 6% to 7%. The assumption of declining inflation is consistent with the expectation that medical cost increases will abate after several years of double-digit growth. We have reviewed these assumptions and believe they continue to be appropriate for 2006.

The expected long-term rate of return on our postretirement plans is 7%. This rate varies from the pension rate of 8.75% primarily because of the difference in investment of assets. The assets of the postretirement plan are held in an insurance contract, which results in a lower assumed rate of investment return.

OUTLOOK

We believe we are in a strong financial position today. Our overall strategy remains unchanged. It is our intent to leverage our financial strength to grow the business, with acquisitions being an area of primary interest. Our primary focus in the acquisition area remains on the petroleum additives industry. We believe that in the current mergers and acquisition environment, this industry will provide the greatest opportunity for a good return on investment while minimizing risk. As we have stated in the past, we remain patient in this pursuit. We have many internal opportunities for growth in the near term, from both geographical and product line extensions. We will wait and make the right acquisition for our company when the opportunity arises.

During 2006, we restructured our debt by purchasing our 8.875% senior notes in a tender offer, issuing new 7.125% senior notes, and amending and restating the credit agreement governing our senior credit facility. The new senior notes and credit agreement provide us with lower interest rates and terms that more accurately reflect our improved financial position. With no bank debt outstanding, we continue to build cash on the balance sheet. We are considering a full range of uses for this cash.

Early in 2007, we announced our intention to develop some of the downtown Richmond property that we own by constructing a multi-story office building for MeadWestvaco. We plan to invest between approximately $110 million and $140 million in completing construction of the building. We expect to primarily finance this project through construction and permanent indebtedness. Significant needs for cash for this project will not begin until 2008.

We will also be investigating a range of other investments. We will balance all of these options with the likelihood of merger and acquisition activity and decide on the best course of action to increase shareholder value.

Petroleum Additives

By any measure, 2006 was an outstanding year for our petroleum additives segment. We continue to focus on growing our business by helping our customers be successful in their marketplace. Our strategy is twofold: cost management in those areas that are commodity-like in their characteristics through reformulations and new component introduction and growth through product differentiation in the other areas where margins are higher.

We expect that our approach in 2007 will be much the same. As in any year, there are many variables which will determine the ultimate profit achieved for the year. Raw material costs remain a significant unknown. We continue to expect significant volatility during 2007 in the cost of raw materials that are related to crude oil and natural gas. Base oil pricing has decreased at the beginning of 2007. This is primarily a result of higher inventories which may not be sustained as demand increases or as plant turnarounds occur in early 2007. However, prices of other raw materials, such as polyisobutylene, alpha olefins, 2-ethylhexanol, and

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ethyleneamine, continue to stay firm. In fact, many raw materials we buy today tend to be governed by the supply and demand balance in their own market. On the demand side, worldwide usage remains strong. Our plants continue to operate at very high rates and we anticipate no slowdown during the year. As is a constant feature of our business, the costs continue to escalate. Our R&D investment increased by 7% in 2006 over 2005 and we expect it to increase again this year. The newly adopted REACH legislation in Europe will further increase our costs. We have worked hard in the past year to provide better, more cost effective products to our customers. As a result our margins have improved during 2006.

We expect to continue on the successes of 2006 and expect that petroleum additives will have a higher operating profit in 2007 than 2006.

TEL

This segment took a significant step-down in its overall contribution to our results during 2006. This product is being phased out around the world and we expect it to remain a very small contributor to our overall profits. Our plans are to continue to manage costs within this business and to raise prices to reflect the economic value of the product.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

It is our goal to clearly present our financial information in a manner that enhances the understanding of our sources of earnings and cash flows, as well as our financial condition. We do this by including the information required by the SEC, as well as additional information that gives further insight into our financial operations.

Our financial report includes a discussion of our accounting principles, as well as methods and estimates used in the preparation of our financial statements. We believe these discussions and statements fairly represent the financial position and operating results of our company. The purpose of this portion of our discussion is to further emphasize some of the more critical areas where a significant change in facts and circumstances in our operating and financial environment could cause a change in reported financial results.

TEL Marketing Agreements Services

As discussed in various sections of this Annual Report on Form 10-K, we have made certain payments related to our TEL marketing agreements. We made the final payment of $3 million in 2003. The unamortized total is $8 million at December 31, 2006. We are amortizing these costs on an accelerated basis using a declining balance method over the life of the contracts. We believe this is the appropriate methodology and time period for this amortization based on the facts and circumstances of our TEL operations and the estimated product life of TEL. The customer base of TEL is significantly concentrated in a few countries and when conditions change that cause a shorter product life or other restrictions outside of our control, the amortization period is adjusted accordingly. Any adjustment to the amortization period would impact earnings, but would have no effect on cash flows. We continue to keep our accounting for this issue current with the business conditions.

The total amortization related to the TEL marketing agreements is currently projected to be:

• $3.7 million in 2007,

• $2.6 million in 2008, and

• $1.8 million in 2009.

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Intangibles, Net of Amortization

We also have certain identifiable intangibles amounting to $52 million at year-end 2006 that are discussed in Note 10 of the Notes to Consolidated Financial Statements. These intangibles relate to our petroleum additives business and are being amortized over periods with up to ten years of remaining life. We continue to assess the market related to these intangibles, as well as their specific values, and have concluded the amortization periods and values are appropriate. We also evaluate these intangibles for any potential impairment when significant events or circumstances occur that might impair the value of these assets. These evaluations continue to support the value at which these identifiable intangibles are carried on our financial statements. However, if conditions were to substantially deteriorate in this market, it could possibly cause a reduction in the periods of this amortization charge or result in a noncash write-off of a portion of the intangibles’ carrying value. A reduction in the amortization period would have no effect on cash flows. While we do not anticipate such a change in the market conditions, this disclosure is provided to enhance the understanding of the factors involved.

Environmental

We have made disclosure of our environmental matters in Item 1 of this Annual Report on Form 10-K, as well as in the Notes to Consolidated Financial Statements. We believe our environmental accruals are appropriate for the exposures and regulatory guidelines under which we currently operate. While we currently do not anticipate significant changes to the many factors that could impact our environmental requirements, we continue to keep our accruals consistent with these requirements as they change.

Also, as noted in the discussion of “Legal Proceedings” in Item 3 of this Annual Report on Form 10-K, while it is not possible to predict or determine with certainty the outcome of any legal proceeding, we do not believe that we will experience any material adverse effects on our results of operations or financial condition as a result of any pending or threatened proceeding.

Pension Plans and Other Postretirement Benefits

We use assumptions to record the impact of the pension and postretirement plans in the financial statements. These assumptions include the discount rate, expected long-term rate of return on plan assets, rate of compensation increase, and health-care cost trend rate. A change in any one of these assumptions could result in different results for the plans. We develop these assumptions after considering advice from a major global actuarial consulting firm. Information is provided on the pension and postretirement plans in Note 18 of the Notes to Consolidated Financial Statements. In addition, further disclosure on the effect of changes in these assumptions is provided in the “Financial Position and Liquidity” section of Item 7.

Income Taxes

We file consolidated U.S. federal and state income tax returns, as well as individual foreign income tax returns, under which assumptions may be made to determine the deductibility of certain costs. In addition, we make certain assumptions in the determination of the estimated future recovery of deferred tax assets.

RELATED PARTY TRANSACTIONS

Thomas E. Gottwald, our chief executive officer and a director, is a son of Bruce C. Gottwald, our chairman of the board of directors and our former chief executive officer. The members of the family of Bruce C. Gottwald may be deemed to be control persons of NewMarket. Bruce C. Gottwald owns more than 5% of the outstanding shares of our common stock.

Effective September 24, 2004, NewMarket Services, entered into a Membership Units Purchase and Assignment Agreement (the Agreement), with Bruce C. Gottwald and Floyd D. Gottwald, Jr., who are brothers

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(collectively the Gottwalds) and Old Town LLC (Old Town), under which NewMarket Services agreed to purchase all of the voting and non-voting units in Old Town owned by the Gottwalds. The purchase price of $3.3 million was based on an appraisal. The Agreement also provided that each of the Gottwalds must resign as a manager of Old Town. Our Audit Committee and all of our independent directors unanimously approved the Agreement.

Under the terms of the Agreement, in the event that NewMarket Services decides to sell substantially all of the assets of Old Town and receives an offer from a third-party for such assets, NewMarket Services must provide the offer to the Gottwalds, who will have 30 days to purchase the assets of Old Town on the same terms and conditions as contained in the third-party offer.

In April 2001, we had sold this same property, located in King William, Virginia, and consisting of approximately 1,600 acres, to Old Town, which at the time was owned by the Gottwalds, for $2.9 million in cash, which was a value based on appraisals. We managed the property for Old Town.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2006, the FASB issued Financial Interpretation 48, “Accounting for Uncertainty in Income Taxes— an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 provides guidelines for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It further clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with Financial Accounting Statement No. 109, “Accounting for Income Taxes.” The interpretation is effective for fiscal years beginning after December 15, 2006. We adopted FIN 48 on January 1, 2007. We currently do not expect FIN 48 to have a material impact on our financial statements; however, we are still finalizing our review.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (SFAS 157). The standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements. The standard is effective for years beginning after November 15, 2007. We are evaluating the impact of the adoption of SFAS 157 on our financial statements.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to many market risk factors, including fluctuations in interest and foreign currency rates, as well as changes in the cost of raw materials and marketable security prices. These risk factors may affect our results of operations, cash flows, and financial position.

We manage these risks through regular operating and financing methods, including the use of derivative financial instruments. When we have derivative instruments, they are with major financial institutions and are not for speculative or trading purposes. Also, as part of our financial risk management, we regularly review significant contracts for embedded derivatives. As of December 31, 2006, based on our review, we had no contracts with an embedded derivative.

The following analysis presents the effect on our earnings, cash flows, and financial position as if the hypothetical changes in market risk factors occurred at year-end 2006. We analyzed only the potential impacts of our hypothetical assumptions. This analysis does not consider other possible effects that could impact our business.

Interest Rate Risk

At December 31, 2006, we had total debt of $153 million with none of that amount at variable interest rates. Because all of our debt at year-end was at a fixed rate, there was no interest rate risk at the end of the year. If we were to borrow under our senior credit facility in the future, we would experience interest rate risk based on the interest rates available to us at that time.

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Since all of our debt at year-end 2006 is at a fixed rate, a hypothetical 10% decrease in interest rates, holding all other variables constant, would have resulted in a change of $8 million in fair value of our debt.

Foreign Currency Risk

We sell to customers in foreign markets through our foreign subsidiaries, as well as through export sales from our plants in the United States. These transactions are often denominated in currencies other than the U.S. Dollar. Our primary currency exposures are the European Union Euro, British Pound Sterling, Japanese Yen, and Canadian Dollar.

We sometimes enter into forward contracts as hedges to minimize the fluctuation of accounts receivable denominated in foreign currencies. During 2006, we entered into $15 million of Euro-denominated forward contracts to minimize currency exposure from expected cash flows from foreign operations. The contracts all have maturity dates in 2006 and 2007. At December 31, 2006, there were $6 million remaining of these Euro-denominated contracts. With other variables held constant, a hypothetical 10% adverse change in the December 31, 2006 forward Euro rates would have resulted in a decrease of about $1 million in the value of the contracts.

Raw Material Price Risk

We utilize a variety of raw materials in the manufacture of our products, including base oil, polyisobutylene, olefin copolymers, maleic anhydride, antioxidants, alcohols, and methacrylates. Our profitability is sensitive to changes in the costs of these materials caused by changes in supply, demand or other market conditions, over which we have little or no control. If we experience sudden or sharp increases in the cost of our raw materials, we may not be able to pass on these increases in whole or in part to our customers. Political and economic conditions in the Middle East and Latin America have caused and may continue to cause the cost of our raw materials to fluctuate. War, armed hostilities, terrorist acts, civil unrest or other incidents may also cause a sudden or sharp increase in the cost of our raw materials. If we cannot pass on to our customers any future increases in raw material costs in the form of price increases for our products, there will be a negative impact on operating profit.

* * * *

FINANCIAL POLICY

NewMarket Corporation’s Financial Standards—Our goal is to present clearly NewMarket’s financial information to enhance your understanding of our sources of earnings and cash flows and our financial condition.

Management’s Report on the Financial Statements—NewMarket prepared the financial statements and related notes in accordance with GAAP. In doing so, management made informed judgments and estimates of the expected effects of certain events and transactions on the reported amounts of assets and liabilities at the dates of the financial statements. The same is true for the reported amounts of revenues and expenses during these reporting periods. Financial data appearing elsewhere in this Annual Report on Form 10-K is consistent with these financial statements. However, actual results could differ from the estimates on which these financial statements are based.

PricewaterhouseCoopers LLP (PwC), an independent registered public accounting firm, audited NewMarket’s consolidated financial statements as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States).

The Audit Committee of the Board of Directors, composed only of independent directors, meets with management and PwC to review accounting, auditing, and financial reporting matters. The independent registered public accounting firm is appointed by the Audit Committee.

43

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of NewMarket Corporation:

We have completed integrated audits of NewMarket Corporation’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of NewMarket Corporation and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 18 to the consolidated financial statements, the Company changed the manner in which it accounts for defined benefit pension and other postretirement plans effective December 31, 2006.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

44

accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Richmond, Virginia

February 23, 2007

45

NewMarket Corporation and Subsidiaries

Consolidated Statements of Income

	Years Ended December 31
	2006		2005		2004
	(in thousands except per-share amounts)
Net sales	$	1,263,297	$	1,075,544	$	894,109
Cost of goods sold		999,211		875,286		715,809
Gross profit		264,086		200,258		178,300
Operating profit from TEL marketing agreements services		8,181		23,154		33,226
Selling, general, and administrative expenses		109,191		96,810		96,855
Research, development, and testing expenses		70,263		65,394		65,356
Special item income		14,825		11,668		13,245
Operating profit		107,638		72,876		62,560
Interest and financing expenses, net		15,403		16,849		18,254
Loss on early extinguisment of debt		11,209		—		—
Other income, net		7,117		925		324
Income before income taxes		88,143		56,952		44,630
Income tax expense		30,621		14,571		11,572
Net income	$	57,522	$	42,381	$	33,058
Basic earnings per share	$	3.34	$	2.49	$	1.95
Diluted earnings per share	$	3.30	$	2.45	$	1.92
Shares used to compute basic earnings per share		17,223		17,028		16,916
Shares used to compute diluted earnings per share		17,407		17,320		17,199

See accompanying Notes to Consolidated Financial Statements.

46

NewMarket Corporation and Subsidiaries

Consolidated Balance Sheets

	December 31
	2006			2005
	(in thousands except share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	60,300		$	56,413
Restricted cash		240			1,419
Trade and other accounts receivable, net		198,243			189,460
Inventories		185,581			151,999
Deferred income taxes		12,277			9,289
Prepaid expenses		5,319			3,119
Total current assets		461,960			411,699
Property, plant, and equipment, at cost		751,355			764,945
Less accumulated depreciation and amortization		589,241			610,939
Net property, plant, and equipment		162,114			154,006
Prepaid pension cost		85			18,316
Deferred income taxes		30,088			23,157
Other assets and deferred charges		38,838			44,480
Intangibles, net of amortization		51,708			49,874
TOTAL ASSETS	$	744,793		$	701,532
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	81,623		$	88,350
Accrued expenses		59,692			58,847
Dividends payable		2,162			—
Book overdraft		2,549			4,222
Long-term debt, current portion		691			640
Income taxes payable		13,466			14,728
Total current liabilities		160,183			166,787
Long-term debt		152,748			153,189
Other noncurrent liabilities		130,460			115,496
Commitments and contingencies (Note 17)
Shareholders’ equity:
Common stock and paid in capital (without par value; authorized shares—80,000,000; outstanding—17,289,860 at December 31, 2006 and 17,081,559 at December 31, 2005)		88,263			85,162
Accumulated other comprehensive loss		(47,165	)		(30,511	)
Retained earnings		260,304			211,409
		301,402			266,060
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	744,793		$	701,532

See accompanying Notes to Consolidated Financial Statements.

47

NewMarket Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity

	Common Stock and Paid in Capital			Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Total Shareholders’ Equity
	Shares	Amount
	(in thousands except share amounts)
Balance at December 31, 2003	16,786,009	$	83,877	$	(20,164	)	$	135,970		$	199,683
Comprehensive income:
Net income								33,058			33,058
Changes in (net of tax):
Foreign currency translation adjustments					3,231						3,231
Unrealized gains on marketable securities					178						178
Minimum pension liability					(4,170	)					(4,170	)
Derivative net loss					(945	)					(945	)
Total comprehensive income											31,352
Stock options exercised	194,750		847								847
Balance at December 31, 2004	16,980,759		84,724		(21,870	)		169,028			231,882
Comprehensive income:
Net income								42,381			42,381
Changes in (net of tax):
Foreign currency translation adjustments					(7,237	)					(7,237	)
Unrealized loss on marketable securities					(127	)					(127	)
Minimum pension liability					(2,222	)					(2,222	)
Derivative net gain					945						945
Total comprehensive income											33,740
Stock options exercised	100,800		438								438
Balance at December 31, 2005	17,081,559		85,162		(30,511	)		211,409			266,060
Comprehensive income:
Net income								57,522			57,522
Changes in (net of tax):
Foreign currency translation adjustments					7,575						7,575
Unrealized loss on marketable securities					(19	)					(19	)
Minimum pension liability					8,929						8,929
Derivative net loss					(129	)					(129	)
Total comprehensive income											73,878
Initial adoption of Statement of Financial Accounting Standard No. 158, net of tax (Note 18)					(33,010	)					(33,010	)
Cash dividends ($0.50 per share)								(8,627	)		(8,627	)
Stock options exercised	196,700		856								856
Stock appreciation rights exercised	11,601		744								744
Stock option tax benefit			1,501								1,501
Balance at December 31, 2006	17,289,860	$	88,263	$	(47,165	)	$	260,304		$	301,402

See accompanying Notes to Consolidated Financial Statements.

48

NewMarket Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Years Ended December 31
	2006			2005			2004
	(in thousands)
Cash and Cash Equivalents at Beginning of Year	$	56,413		$	28,778		$	33,367
Cash Flows from Operating Activities
Net income		57,522			42,381			33,058
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		29,738			34,506			42,191
Amortization of deferred financing costs		1,854			1,890			2,584
Noncash pension expense		12,501			12,956			10,803
Loss on early extinguishment of debt		11,209			—			—
Deferred income tax expense (benefit)		3,059			(15,741	)		3,401
Pharmaceutical earn-out agreement		(5,274	)		—			—
Interest on income tax settlement		(4,429	)		—			—
Gains on sales of corporate property		(3,250	)		(7,800	)		—
Net gain on settlements		(4,201	)		(3,868	)		(13,245	)
Stock-based compensation		744			—			—
Change in assets and liabilities:
Trade and other accounts receivable, net		(3,584	)		(36,000	)		(14,262	)
Inventories		(24,348	)		(951	)		(28,613	)
Prepaid expenses		(2,293	)		(784	)		1,569
Accounts payable and accrued expenses		(14,905	)		17,890			19,077
Income taxes payable		3,584			15,385			(10,898	)
Cash pension contributions		(17,920	)		(12,265	)		(12,195	)
Cash costs of 8.875% senior notes purchase		(8,609	)		—			—
Net proceeds from settlements		11,422			11,150			7,650
Excess tax benefits from stock-based payment arrangements		(1,501	)		—			—
TEL working capital advance		957			1,499			(3,522	)
Other, net		(5,200	)		3,747			(789	)
Cash provided from operating activities		37,076			63,995			36,809
Cash Flows from Investing Activities
Capital expenditures		(26,161	)		(17,830	)		(14,650	)
Acquisition of intangible asset		(4,476	)		—			—
Purchase of certain property		—			—			(3,323	)
Proceeds from pharmaceutical earn-out agreement		5,274			—			—
Proceeds from sale of certain assets		3,408			13,721			—
Other, net		108			64			255
Cash used in investing activities		(21,847	)		(4,045	)		(17,718	)
Cash Flows from Financing Activities
Issuance of 7.125% senior notes		150,000			—			—
Repayment of 8.875% senior notes		(149,750	)		—			—
Repayments of debt—old agreements		—			—			(53,807	)
Net (repayments) borrowings under revolving credit agreement		—			(30,000	)		30,000
Dividends		(8,627	)		—			—
Change in book overdraft		(1,673	)		(793	)		1,101
Debt issuance costs		(3,608	)		—			(1,280	)
Excess tax benefits from stock-based payment arrangements		1,501			—			—
Proceeds from exercise of options		856			438			847
Payments on the capital lease		(640	)		(609	)		(572	)
Cash used in financing activities		(11,941	)		(30,964	)		(23,711	)
Effect of foreign exchange on cash and cash equivalents		599			(1,351	)		31
Increase (decrease) in cash and cash equivalents		3,887			27,635			(4,589	)
Cash and Cash Equivalents at End of Year	$	60,300		$	56,413		$	28,778

See accompanying Notes to Consolidated Financial Statements.

49

Notes to Consolidated Financial Statements

(tabular amounts in thousands, except per-share amounts)

1.    Summary of Significant Accounting Policies

Consolidation—Our consolidated financial statements include the accounts of NewMarket Corporation and its subsidiaries. All significant intercompany transactions are eliminated upon consolidation. References to “we,” “our,” and “NewMarket,” are to NewMarket Corporation and its subsidiaries on a consolidated basis, unless the context indicates otherwise.

NewMarket is the parent company of two operating companies, each managing its own assets and liabilities. Those companies are Afton, which focuses on petroleum additive products, and Ethyl, representing certain manufacturing operations and the TEL business. NewMarket is also the parent company of NewMarket Services, which provides various administrative services to NewMarket, Afton, and Ethyl.

Foreign Currency Translation—We translate the balance sheets of our foreign subsidiaries into U.S. Dollars based on the current exchange rate at the end of each period. We translate the statements of income using the weighted-average exchange rates for the period. NewMarket includes translation adjustments in the balance sheet as part of accumulated other comprehensive loss and transaction adjustments in net income.

Revenue Recognition—Our policy is to recognize revenue from the sale of products when title and risk of loss have transferred to the buyer, the price is fixed and determinable, and collectibility is reasonably assured. Provisions for rebates to customers are recorded in the same period the related sales are recorded. Freight costs incurred on the delivery of product are included in cost of goods sold. The majority of our sales are sold FOB (“free on board”) shipping point or on an equivalent basis. Our standard terms of delivery are included in our contracts, sales order confirmation documents, and invoices.

Cash and Cash Equivalents—Our cash equivalents generally consist of government obligations and commercial paper which mature in less than 90 days. We state cash and cash equivalents at cost, which approximates fair value.

Accounts Receivable—We record our accounts receivable at net realizable value. We maintain an allowance for doubtful accounts for estimated losses resulting from our customers not making required payments. We determine the adequacy of the allowance by periodically evaluating each customer’s receivable balance, considering our customers’ financial condition and credit history, and current economic conditions.

Inventories—NewMarket values its domestic petroleum additives and TEL inventories at the lower of cost or market, with cost determined on the last-in, first-out (LIFO) basis. In countries where the LIFO method is not permitted, we use the weighted-average method. Inventory cost includes raw materials, direct labor, and manufacturing overhead.

Property, Plant, and Equipment—We state property, plant, and equipment at cost and compute depreciation by the straight-line method based on the estimated useful lives of the assets. NewMarket capitalizes expenditures for significant improvements that extend the useful life of the related property. We expense repairs and maintenance, including plant turnaround costs, as incurred. When property is sold or retired, we remove the cost and accumulated depreciation from the accounts and any related gain or loss is included in income.

Our policy on capital leases is to record the asset at the lower of fair value at lease inception or the present value of the total minimum lease payments. We compute amortization by the straight-line method over the lesser of the estimated economic life of the asset or the term of the lease.

Intangible Assets—Identifiable intangibles include the cost of acquired favorable contracts and formulas. We assign a value to identifiable intangibles based on independent appraisals and internal estimates. NewMarket amortizes intangibles using the straight-line method over the estimated economic life of the intangible.

50

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Impairment of Long-Lived Assets—When significant events or circumstances occur that might impair the value of long-lived assets, we evaluate recoverability of the recorded cost of these assets. Assets are considered to be impaired if their carrying value is not recoverable from the estimated undiscounted cash flows associated with the assets. If we determine an asset is impaired and its recorded cost is higher than fair market value based on the estimated present value of future cash flows, we adjust the asset to fair market value.

Asset Retirement Obligations—Asset retirement obligations, including costs associated with the retirement of tangible long-lived assets, are recorded at the fair value of the liability for an asset retirement obligation when incurred instead of ratably over the life of the asset. The asset retirement costs must be capitalized as part of the carrying value of the long-lived asset. If the liability is settled for an amount other than the recorded balance, we recognize either a gain or loss at settlement.

Environmental Costs—NewMarket capitalizes environmental compliance costs if they extend the useful life of the related property or prevent future contamination. Environmental compliance costs also include maintenance and operation of pollution prevention and control facilities. We expense these compliance costs as incurred.

Accrued environmental remediation and monitoring costs relate to an existing condition caused by past operations. NewMarket accrues these costs in current operations when it is probable that we have incurred a liability and the amount can be reasonably estimated.

We generally record environmental liabilities on an undiscounted basis. When we can reliably determine the amount and timing of future cash flows, we discount these liabilities. We incorporate an inflation factor in determining the discount rate.

Employee Savings Plan—Most of our full-time salaried and hourly employees may participate in defined contribution savings plans. Employees who are covered by collective bargaining agreements may also participate in a savings plan according to the terms of their bargaining agreements. Employees, as well as NewMarket, contribute to the plans. We made contributions of $3 million in 2006 and $2 million in both 2005 and 2004 related to these plans.

Research, Development, and Testing Expenses—NewMarket expenses all research, development, and testing costs as incurred. Of the total research, development, and testing expenses, those related to new products and processes were $37 million in 2006, $34 million in 2005, and $33 million in 2004.

Income Taxes—We recognize deferred income taxes for temporary differences between the financial reporting basis and the income tax basis of assets and liabilities. We also adjust for changes in tax rates and laws at the time the changes are enacted. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized.

Derivative Financial Instruments—We have used derivative financial instruments to manage the risk of foreign currency exchange. NewMarket does not enter into derivative financial instruments for trading or speculative purposes. We record these derivative financial instruments at fair value. When using derivative instruments for cash flow hedge purposes, we record realized gains and losses in net income, and unrealized gains and losses in accumulated other comprehensive loss.

Earnings Per Share—Basic earnings per share reflect reported earnings divided by the weighted-average number of common shares outstanding. Diluted earnings per share include the effect of dilutive stock options outstanding during the year. See Note 2 of the Notes to Consolidated Financial Statements.

51

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Stock-Based Compensation—On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R), using the modified prospective application. SFAS 123R requires that the cost from share-based payment transactions be recognized in the financial statements and be determined using a fair-value-based measurement method. We use an option-pricing model similar to Black-Scholes to estimate the fair-value of options. This standard primarily applies to all awards granted or modified after January 1, 2006, as well as to non-vested awards.

Prior to adoption of SFAS 123R, we accounted for our stock-based compensation plan using the intrinsic-value method. Under this method, we did not record compensation cost for stock options unless the quoted market price of the stock at grant date or other measurement date exceeded the amount the employee must pay to exercise the stock option. Compensation cost for restricted stock grants, if issued, was recognized over the vesting period.

See Note 15 of the Notes to Consolidated Financial Statements for further information on our stock-based compensation plan. The following table illustrates the effect on net income and earnings per share as if we had applied the fair-value method of accounting for the stock-based compensation plan for the years ended December 31, 2005 and December 31, 2004.

	Years Ended December 31
	2005			2004
Net income, as reported	$	42,381		$	33,058
Less: Total stock-based employee compensation expense determined under fair value based method, net of related tax effects		(23	)		(123	)
Pro forma net income	$	42,358		$	32,935
Earnings per share:
Basic, as reported	$	2.49		$	1.95
Basic, pro forma	$	2.49		$	1.95
Diluted, as reported	$	2.45		$	1.92
Diluted, pro forma	$	2.45		$	1.92

Investments—We classify marketable securities as “available for sale” and record them at fair value with the unrealized gains or losses, net of tax, included as a component of shareholders’ equity in accumulated other comprehensive loss. The fair value is determined based on quoted market prices.

When a decline in the fair value of a marketable security is considered other than temporary, we writedown the investment to market value with a corresponding charge to earnings.

Estimates and Risks Due to Concentration of Business—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

In addition, our financial results can be influenced by certain risk factors. Some of our significant concentrations of risk include the following:

• Reliance on a small number of significant customers;

• Customers concentrated in the fuel and lubricant industries;

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Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

• Production of several of our products solely at one facility; and

• Political, social, economic, and regulatory factors associated with various regions around the world.

2.    Earnings Per Share

Basic and diluted earnings per share are calculated as follows:

	Years Ended December 31
	2006		2005		2004
Basic earnings per share
Numerator:
Net income, as reported	$	57,522	$	42,381	$	33,058
Denominator:
Weighted-average number of shares of common stock outstanding		17,223		17,028		16,916
Basic earnings per share	$	3.34	$	2.49	$	1.95
Diluted earnings per share
Numerator:
Net Income, as reported	$	57,522	$	42,381	$	33,058
Denominator:
Weighted-average number of shares of common stock outstanding		17,223		17,028		16,916
Shares issuable upon exercise of stock options		184		292		283
Total shares		17,407		17,320		17,199
Diluted earnings per share	$	3.30	$	2.45	$	1.92

Options are not included in the computation of diluted earnings per share when the option exercise price exceeds the average market price of the underlying common share, as the impact on earnings per share would be anti-dilutive. During 2006, 2005, and 2004, we had outstanding options to purchase 50,000 shares of common stock at an exercise price of $44.375 per share. At December 31, 2006, these options were no longer outstanding as the related stock appreciation rights were exercised in November 2006. Due to the anti-dilutive effect, during 2005 and 2004, these options were not included in the computation of diluted earnings per share as the exercise prices exceeded the average market price of the underlying share of NewMarket common stock. These options were included in diluted earnings per share beginning in the second quarter 2006 when they were no longer anti-dilutive.

3.    TEL Marketing Agreements Services

On October 1, 1998, Ethyl entered into marketing agreements with Innospec to market and sell TEL in all world areas except for North America and the European Economic Area (Innospec marketing agreements). Sales made under the Innospec marketing agreements are in the name of Innospec. We provided certain bulk distribution, marketing, and other services related to sales made under these agreements. Innospec produces the TEL marketed under this arrangement and also provides marketing and other services.

Effective January 1, 2000, Ethyl’s Swiss subsidiaries entered into TEL marketing agreements with Alcor Chemie AG and Alcor Chemie Vertriebs AG, a subsidiary of Innospec (collectively, Alcor), to market and sell TEL outside North America and the European Economic Area (Alcor marketing agreements). Innospec

53

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

purchased Alcor, another TEL producer, in the fall of 1999. These agreements are similar to the Innospec marketing agreements. On April 19, 2000, Ethyl’s Swiss subsidiaries made a payment of $39 million to Alcor as a prepayment for services provided under the terms of the Alcor marketing agreements. This payment was funded under our then-existing loan agreements.

During 2001, the Alcor marketing agreements were amended to include the proceeds from the sale of TEL resulting from agreements entered into by an Alcor subsidiary. These agreements are with Veritel Chemicals BV (Veritel) and its parent company, General Innovative Investment NV (GII), and provide for the exclusive right to market and sell TEL sourced from Veritel in certain areas of the world, excluding primarily the United States and the Russian Federation. Veritel is party to supply agreements granting it the exclusive right to distribute TEL manufactured by OAO Sintez, a Russian company, to areas outside the United States and the Russian Federation. The amended Alcor marketing agreements are effective for an initial period from January 1, 2000 to December 31, 2010, but may be extended under certain circumstances. Under the amended Alcor marketing agreements, Ethyl’s Swiss subsidiaries agreed to pay Alcor up to $22 million, representing an increase in the prepayment for services in proportion to the expanded agreements. Ethyl’s Swiss subsidiaries made an initial payment of $2.5 million to Alcor in December 2001 as a payment for services under the terms of the amended Alcor marketing agreements. We recorded this amount as a liability at year-end 2001. The payments under the amended Alcor marketing agreements were completed during 2003.

The payments related to the amended Alcor marketing agreements are being amortized over the life of the agreements using a declining balance method which is designed to be in proportion to future cash flows and services from the Alcor marketing agreements as a result of declining volumes. During 2005, Innospec advised us that one of the major TEL customers under our marketing agreements had discontinued the use of TEL earlier than we had previously expected. Because of this development, we evaluated the prepayment for TEL marketing agreement services for impairment and concluded the unamortized value reflected in our consolidated financial statements is not impaired. We adjusted the rate of amortization for these prepayments from a 20% declining balance method to a 30% declining balance method. In addition, based on revised projections of product shipments and product life expectancy, the amortization period is expected to run through 2009. Total amortization related to the TEL marketing agreements is currently projected to be:

• 2007	$3.7 million
• 2008	$2.6 million
• 2009	$1.8 million

The unamortized portion of the payments totaled $8 million at year-end 2006 and $13 million at year-end 2005 and is included in the accompanying consolidated balance sheets. Related amortization expense was approximately $5 million in 2006, $7 million in 2005, and $8 million in 2004.

Under the Innospec and amended Alcor marketing agreements, 32% of the net proceeds are paid to Ethyl for services provided by Ethyl. The proceeds, net of amortization, earned by Ethyl under all of these marketing agreements are reflected in the Consolidated Statements of Income under “Operating profit from TEL marketing agreements services.”

54

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Summary financial information related to the marketing agreements is presented below. The territory sales shown in the table below are not recorded as sales in our Consolidated Statements of Income. The benefit of the territory sales is reflected in the “Operating profit from TEL marketing agreements services” caption on our Consolidated Statements of Income.

	Years Ended December 31
	2006		2005		2004
Territory sales	$	96,004	$	197,646	$	251,937
Contractual cost of sales		41,908		88,798		108,803
		54,096		108,848		143,134
Selling, general, and administrative expenses		12,196		14,169		15,632
Net proceeds for services	$	41,900	$	94,679	$	127,502
Ethyl’s share	$	13,408	$	30,297	$	40,801
Amortization expense and adjustments		5,227		7,143		7,575
Operating profit from TEL marketing agreements services	$	8,181	$	23,154	$	33,226

Ethyl owed Innospec and Alcor approximately $8 million at December 31, 2006 for our share of net proceeds for services and unreimbursed costs as provided by the marketing agreements; whereas, Innospec and Alcor owed Ethyl approximately $3 million at December 31, 2005 for our share of net proceeds for services and unreimbursed costs, as provided by the marketing agreements. We received cash from these marketing agreements of $21 million in 2006, $32 million in 2005, and $35 million in 2004.

We record reimbursement of expenses as a reduction of the related expenses. Expense reimbursements received from Innospec and Alcor under the marketing agreements totaled $600 thousand in 2006, $4 million in 2005, and $5 million in 2004. These reimbursements were for certain bulk distribution, marketing, and other services we provided under the agreements.

Under the marketing agreements, we are required to provide approximately one-third of the cost of product sold to customers in the territory from our TEL inventory or post an equivalent dollar value deposit with Innospec. The approximate requirement is $12 million at year-end 2006 and $13 million at year-end 2005. We now cover this requirement of the marketing agreements through the value of a working capital advance to Innospec. This advance is being repaid to Ethyl as the requirement decreases and will be repaid in full at the end of the marketing agreements. These amounts have been recorded in other assets and deferred charges on the consolidated balance sheets. See Note 9 of the Notes to Consolidated Financial Statements.

In 2006, Ethyl received three requests for arbitration filed by three subsidiaries of Innospec. The Innospec requests were filed on October 2, 2006, pursuant to the rules of the London Court of International Arbitration and allegedly pursuant to these long-standing marketing and supply agreements between Ethyl or its subsidiaries and subsidiaries of Innospec for the sale of TEL outside of the United States. Innospec is claiming the right to terminate the agreements and is seeking damages. Although these marketing and supply agreements relate only to TEL, Innospec contends that the agreements impose certain duties that were breached by the sales and marketing of MMT in Iraq and South Africa by affiliates of Ethyl. Ethyl will vigorously defend the cases and believes it will ultimately prevail in these arbitrations. Therefore, no accrual has been recorded.

55

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

4.    Supplemental Cash Flow Information

	Years Ended December 31
	2006		2005		2004
Cash paid during the year for
Interest and financing expenses (net of capitalization)	$	15,406	$	15,118	$	15,826
Income taxes		26,123		10,392		13,443

5.    Cash and Cash Equivalents

	December 31
	2006		2005
Cash and time deposits	$	39,742	$	28,943
Short-term securities		20,558		27,470
	$	60,300	$	56,413

The maturity of time deposits is less than 90 days. Our short-term securities are generally government obligations and commercial paper, which mature in less than 90 days. We state these securities at cost and record accrued income on these securities in other accounts receivables. Throughout the year, we have cash balances in excess of federally insured amounts on deposit with various financial institutions.

We also had restricted cash of $200 thousand at December 31, 2006 and $1.4 million at December 31, 2005. In addition, at December 31, 2006, we had restricted funds of $1.0 million recorded as a long-term asset in other assets and deferred charges. Of these total restricted cash and funds, $700 thousand at December 31, 2006 and $900 thousand at December 31, 2005 was cash received from Metropolitan Life Insurance Company (Metropolitan) during 2005 and 2003. The funds from Metropolitan are used to reduce the employee portion of retiree health benefit costs. The remaining $500 thousand of restricted cash and funds at both December 31, 2006 and December 31, 2005, represents funds related to the issuance of a European bank guarantee.

At both December 31, 2006 and December 31, 2005, we had a book overdraft for some of our disbursement cash accounts. A book overdraft represents disbursements that have not cleared the bank accounts at the end of the reporting period. We transfer cash on an as-needed basis to fund these items as the items clear the bank in subsequent periods.

6.    Trade and Other Accounts Receivable, Net

	December 31
	2006			2005
Trade receivables	$	176,004		$	168,168
Income tax receivables		10,551			6,162
Environmental insurance settlement receivable		—			4,283
Other		12,523			11,892
Allowance for doubtful accounts		(835	)		(1,045	)
	$	198,243		$	189,460

Bad debt expense was $44 thousand in 2006 and $1.4 million in 2004. We had no bad debt expense in 2005. The allowance for doubtful accounts amounted to $1 million at December 31, 2004. The change in the allowance for doubtful accounts between 2004 and 2005, as well as between 2005 and 2006 reflects allowances for disputed invoiced prices and quantities.

56

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

7.    Inventories

	December 31
	2006		2005
Finished goods and work-in-process	$	150,468	$	121,493
Raw materials		28,002		22,440
Stores, supplies, and other		7,111		8,066
	$	185,581	$	151,999

The reserve for obsolete and slow moving inventory amounted to $2 million at both December 31, 2006 and December 31, 2005. These amounts are included in the table above.

Our foreign inventories amounted to $109 million at year-end 2006 and $93 million at year-end 2005.

Our inventories which are stated on the LIFO basis amounted to $71 million at year-end 2006, which was below replacement cost by approximately $37 million. At year-end 2005, LIFO basis inventories were $55 million, about $31 million below replacement cost.

During 2006, TEL inventory quantities were reduced resulting in a liquidation of LIFO layers. The effect of this liquidation increased net income by $100 thousand. During 2005, the petroleum additives inventory quantities were reduced resulting in a liquidation of LIFO layers. The effect of this liquidation increased net income by $400 thousand. During 2004, TEL inventory quantities were reduced resulting in a liquidation of LIFO layers. The effect of this liquidation increased net income by $200 thousand.

8.    Property, Plant, and Equipment

	December 31
	2006		2005
Land	$	32,574	$	32,303
Land improvements		27,310		31,145
Buildings		90,266		90,414
Machinery and equipment		587,761		596,480
Capitalized interest		3,473		7,208
Construction in progress		9,971		7,395
	$	751,355	$	764,945

We depreciate the cost of property, plant, and equipment generally by the straight-line method and primarily over the following useful lives:

Land improvements	5-30 years
Buildings	10-40 years
Machinery and equipment	3-15 years

Interest capitalized was $200 thousand in 2006, $100 thousand in 2005, and $200 thousand in 2004. Capitalized interest is amortized generally over the same lives as the asset to which it relates. Depreciation expense was $20 million in 2006, $22 million in 2005, and $27 million in 2004. Amortization of capitalized interest, which is included in depreciation expense, was $300 thousand in 2006, $1.1 million in 2005 and $1.5 million in 2004.

57

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

9.    Other Assets and Deferred Charges

	December 31
	2006		2005
TEL prepayment for services, net of amortization	$	8,160	$	13,484
TEL working capital advance to Innospec		11,983		12,939
Deferred financing costs, net of amortization		6,341		7,151
Other		12,354		10,906
	$	38,838	$	44,480

The accumulated amortization on the TEL prepayment for services was $56 million at December 31, 2006 and $51 million at December 31, 2005.

The accumulated amortization on the deferred financing fees relating to our 7.125% senior notes and senior credit facility was $3 million at December 31, 2006. During 2006, we purchased $149.75 million of the $150 million aggregate principal amount of our 8.875% senior notes and wrote off unamortized deferred financing costs of $3 million. We also issued $150 million aggregate principal amount of our 7.125% senior notes and paid deferred financing costs of $3 million in 2006. Also during 2006, we incurred additional deferred financing costs of $600 thousand related to the amendment and restatement of the credit agreement governing our senior credit facility. In addition to the write-off of unamortized deferred financing cost related to the 8.875% senior notes, we amortized a total of $2 million for deferred financing costs during 2006. The accumulated amortization on deferred financing costs at December 31, 2005 was $4 million. See Note 12 of the Notes to Consolidated Financial Statements for further information on our long-term debt.

10.    Intangibles, Net of Amortization

	December 31
	2006				2005
	Identifiable Intangibles
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas	$	85,910	$	44,430	$	85,910	$	39,905
Contracts		10,376		148		40,873		40,873
	$	96,286	$	44,578	$	126,783	$	80,778
Nonamortizing intangible assets
Minimum pension liabilities	$	—			$	3,869
Aggregate amortization expense			$	4,673			$	5,364

The decrease in the identifiable intangibles balances between December 31, 2005 and December 31, 2006 reflects approximately $41 million of the contracts becoming fully amortized. Contracts with a value of approximately $10 million were acquired during 2006. We paid approximately $4 million for the acquisition of these intangibles during 2006 and recorded the remaining amount payable under the contracts as a liability at December 31, 2006. The fair value of intangible assets is estimated based upon management’s assessment, as well as independent third-party appraisals, in some cases. All of the intangibles relate to the petroleum additives segment.

58

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Estimated amortization expense for the next five years is expected to be:

• 2007	$6,152
• 2008	$6,152
• 2009	$6,152
• 2010	$6,152
• 2011	$6,079

We amortize the cost of intangible assets by the straight-line method, over their economic lives. We generally amortize contracts over five to ten years. We generally amortize formulas over 20 years.

During 2003, we were notified by DSM Copolymer, Inc., our supplier of olefin copolymer viscosity index improvers, of its intent to terminate a supply contract with us in mid-2005. The contract was initially scheduled to terminate in 2012. We adjusted the amortization period of the intangible asset associated with this contract to coincide with the 2005 termination date.

11.    Accrued Expenses

	December 31
	2006		2005
Employee benefits, payroll, and related taxes	$	19,143	$	15,203
Customer rebates		13,246		14,652
Environmental remediation		1,044		3,045
Environmental dismantling		980		4,250
Other		25,279		21,697
	$	59,692	$	58,847

Environmental remediation and environmental dismantling include asset retirement obligations.

12.    Long-Term Debt

	December 31
	2006			2005
Senior notes—7.125% due 2016	$	150,000		$	—
Senior notes—8.875% due 2010		250			150,000
Capital lease obligations		3,189			3,829
		153,439			153,829
Current maturities		(691	)		(640	)
	$	152,748		$	153,189

Senior Notes—On November 21, 2006, we commenced a cash tender offer for any and all $150 million aggregate principal amount of our then outstanding 8.875% senior notes due 2010. Upon the expiration of the tender offer on December 21, 2006, we accepted for purchase and purchased $149.75 million aggregate principal amount of our 8.875% senior notes. As a result of this transaction, we recognized a loss of $11 million on the early extinguishment of debt. The loss included the write-off of $2.6 million in unamortized deferred financing

59

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

costs and cash paid of $8.6 million related to the premium and other costs of the purchase. We redeemed the remaining outstanding $250 thousand aggregate principal amount of our 8.875% senior notes on February 7, 2007.

On December 12, 2006, we issued $150 million aggregate principal amount of our 7.125% senior notes due 2016. The purchase of our 8.875% senior notes in the tender offer was financed with net proceeds from the issuance of the 7.125% senior notes, as well as cash on hand.

The 7.125% senior notes are our senior unsecured obligations and are jointly and severally guaranteed on an unsecured basis by all of our existing and future wholly-owned domestic restricted subsidiaries. We incurred financing costs of approximately $3 million related to the 7.125% senior notes, which are being amortized over ten years.

The 7.125% senior notes and the subsidiary guarantees rank:

• effectively junior to all of our and the guarantors’ existing and future secured indebtedness, including any borrowings under the senior credit facility described below;

• equal in right of payment with any of our and the guarantors’ existing and future unsecured senior indebtedness; and

• senior in right of payment to any of our and the guarantors’ existing and future subordinated indebtedness.

The indenture governing the 7.125% senior notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness;

• create liens;

• pay dividends or repurchase capital stock;

• make certain investments;

• sell assets or consolidate or merge with or into other companies; and

• engage in transactions with affiliates.

We were in compliance with the covenants in the indenture governing the 7.125% senior notes as of December 31, 2006 and those in the indenture governing the 8.875% senior notes as of December 31, 2006.

Senior Credit Facility—On December 21, 2006, we entered into a Second Amended and Restated Credit Agreement. This credit agreement amended and restated the credit agreement that we entered into on June 18, 2004.

The credit agreement includes a $100 million revolving senior credit facility. We have an option to increase the senior credit facility commitment by an amount not to exceed $50 million, subject to the satisfaction of certain terms and conditions. We incurred additional financing costs of approximately $600 thousand, which resulted in total unamortized deferred financing costs of approximately $3 million related to the senior credit facility. These costs are being amortized over five years.

The $100 million senior credit facility is for working capital and other general corporate purposes for NewMarket and our subsidiaries and includes a $50 million sub-facility for letters of credit. Borrowings bear interest, at our election, at either a base rate plus a margin (25 basis points as of December 31, 2006) or LIBOR plus a margin (125 basis points as of December 31, 2006). The revolving credit facility matures on December 21,

60

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

2011. There were no borrowings outstanding at December 31, 2006 under the senior credit facility. At December 31, 2006, we had outstanding letters of credit of $3.5 million, resulting in the unused portion of the senior credit facility amounting to $96.5 million.

The senior credit facility is secured by liens on a significant portion of our U.S. assets. In addition, the senior credit facility is guaranteed by our U.S. subsidiaries.

The credit agreement contains covenants, representations, and events of default that management considers typical of a credit agreement of this nature. The financial covenants include:

• minimum consolidated net worth;

• a minimum fixed charge coverage ratio;

• a maximum leverage ratio; and

• restrictions on the payment of dividends or repurchases of capital stock.

We were in compliance with these covenants at December 31, 2006.

We did not borrow during 2006 under our senior credit facility. The weighted-average interest rate on the borrowings under our senior credit facility contained in our previous credit agreement was 5.32% in 2005 and 4.77% in 2004. All of our debt under the senior credit facility contained in our previous credit agreement was at variable rates.

Other Borrowings—We record our capital lease obligations at the fair market value of the related asset at the inception of the lease. Capital lease obligations, including interest, will be approximately $900 thousand each year for the next four years and approximately $100 thousand in the fifth year. The future minimum lease payments in excess of the capital lease obligation are included in the noncancelable future lease payments discussed in Note 17 of the Notes to Consolidated Financial Statements.

Principal debt payments for the next five years are scheduled as follows:

• 2007	$        0.9 million
• 2008	$        0.7 million
• 2009	$        0.8 million
• 2010	$        0.8 million
• 2011	$        0.1 million
• After 2011	$    150.0 million

13.    Other Noncurrent Liabilities

	December 31
	2006		2005
Employee benefits	$	92,368	$	80,261
Environmental remediation		18,327		19,832
Environmental dismantling		2,041		2,722
Asbestos litigation reserve		10,232		8,181
Other		7,492		4,500
	$	130,460	$	115,496

61

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Environmental remediation and environmental dismantling include our asset retirement obligations.

14.    Asset Retirement Obligations

Our asset retirement obligations are related primarily to TEL operations. The following table illustrates the 2006 and 2005 activity associated with our asset retirement obligations.

	Years Ended December 31
	2006			2005
Asset retirement obligation, beginning of year	$	10,386		$	10,268
Accretion expense		690			761
Liabilities incurred		—			675
Liabilities settled		(5,269	)		(3,736	)
Changes in expected cash flows and timing		(654	)		2,292
Foreign currency impact		115			126
Asset retirement obligation, end of year	$	5,268		$	10,386

15.     Stock-Based Compensation

On May 27, 2004, at the Ethyl annual meeting, Ethyl shareholders approved the 2004 Incentive Compensation and Stock Plan (the Plan). In connection with the holding company formation, NewMarket assumed all of Ethyl’s rights, liabilities, and obligations under the Plan. Any employee of our company or an affiliate or a person who is a member of our board of directors or the board of directors of an affiliate is eligible to participate in the Plan if the Bonus, Salary and Stock Option Committee of our Board of Directors (the Administrator), in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the profits or growth of our company or its affiliates (each, a participant). Under the terms of the Plan, we may grant participants stock awards, incentive awards, or options (which may be either incentive stock options or nonqualified stock options), or stock appreciation rights (SARs), which may be granted with a related option. Stock options entitle the participant to purchase a specified number of shares of our common stock at a price that is fixed by the Administrator at the time the option is granted; provided, however, that the price cannot be less than the shares’ fair market value on the date of grant. The maximum period in which an option may be exercised is fixed by the Administrator at the time the option is granted but, in the case of an incentive stock option, cannot exceed ten years.

The maximum aggregate number of shares of our common stock that may be issued under the Plan is 1,500,000. No shares have yet been issued under the Plan resulting in 1,500,000 shares being available for grant at December 31, 2006. No participant may be granted or awarded in any calendar year options or SARs covering more than 200,000 shares of our common stock in the aggregate. For purposes of this limitation and the individual limitation on the grant of options, an option and corresponding SAR are treated as a single award.

Some previously granted options became exercisable when the market price of our common stock reached specified levels or when our earnings meet designated objectives. Other options became exercisable over a stated period of time. These previously granted outstanding options were awarded under Ethyl’s 1982 Stock Option Plan, which terminated in March 2004, and pursuant to which no further options may be granted.

At December 31, 2006, we had outstanding 132,500 options to purchase shares of our common stock at an exercise price of $4.35 per share. None of these options include an associated SAR. These options are fully vested and exercisable at December 31, 2006. All but 20,000 of the $4.35 options will expire on September 28, 2011. The remaining 20,000 options will expire on October 10, 2012.

62

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

A summary of activity during 2006 in NewMarket’s stock option plan is presented below in whole shares:

	Whole Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2006	379,200		$	9.63
Exercised	(196,700	)		4.35		$	7,843
Surrendered upon exercise of SARs	(50,000	)		44.375		$	992
Outstanding at December 31, 2006	132,500		$	4.35	4.90	$	7,248
Exercisable at December 31, 2006	132,500		$	4.35	4.90	$	7,248

We have neither granted nor modified any awards in 2006, 2005, or 2004. The total intrinsic value of options exercised was $8 million for 2006, $1 million for 2005, and $3 million for 2004.

We recorded compensation costs of approximately $1 million during 2006 related to our $44.375 stock options. All of the 50,000 options outstanding to purchase shares of our common stock at $44.375 became exercisable and fully vested on November 13, 2006. Upon vesting, the fair value of these options to purchase 50,000 shares of our common stock was $1 million. At December 31, 2006, these options were no longer outstanding as the related SARs were exercised in November 2006. We paid approximately $100 thousand during 2006 for the exercise of related SARs. We recognized a tax benefit on the $4.35 options of $1.5 million for 2006. At December 31, 2006, there was no unrecognized compensation cost.

Prior to January 1, 2006, we used the intrinsic value method to account for our stock option plan. Accordingly, we recognized no compensation cost in 2005 or 2004. See “Stock-Based Compensation” of Note 1 of the Notes to Consolidated Financial Statements for pro forma net income and earnings per share as if we had applied the fair-value method of accounting.

16.    Financial Instruments

Fair Value—We determine the fair value of our outstanding financial instruments as follows:

Cash and Cash Equivalents—The carrying value approximates fair value.

Restricted Cash—The carrying value approximates fair value.

Investments in Marketable Securities—The carrying value approximates the fair value. See Note 23 of the Notes to Consolidated Financial Statements.

Long-Term Debt—We estimate the fair value of our long-term debt based on current rates available to us for debt of the same remaining duration.

Foreign Currency Forward Contracts—We record foreign currency forward contracts at fair value in our consolidated balance sheet. The fair value is based on published forward rates. We include the unrealized gains and losses, net of tax, as a component of shareholders’ equity in accumulated other comprehensive loss.

63

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

The estimated fair values of our financial instruments are:

	2006						2005
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Cash and cash equivalents	$	60,300		$	60,300		$	56,413		$	56,413
Restricted cash	$	240		$	240		$	1,419		$	1,419
Investments in marketable securities	$	—		$	—		$	136		$	136
Long-term debt, including current maturities	$	(153,439	)	$	(153,439	)	$	(153,829	)	$	(151,882	)
Foreign currency forward contracts liability	$	(207	)	$	(207	)	$	—		$	—

Derivatives—As part of our strategy to minimize the fluctuation of accounts receivable denominated in foreign currencies, we sometimes use foreign currency forward contracts.

During 2006, NewMarket entered into $15 million of Euro-denominated forward contracts to minimize currency exposure from expected cash flows from foreign operations. Some of the contracts matured in 2006. The remaining contracts mature in 2007.

During 2004, we entered into derivative instruments with maturity dates throughout 2005 to hedge the foreign currency exposure of approximately $26 million of Euro-denominated intercompany sales in 2005.

Both the 2006 and 2004 derivative instruments were cash flow hedges and were highly effective since a foreign currency rate change that impacts the value of the forward contract was offset by a corresponding change in the value of the hedged Euro-denominated transaction.

NewMarket had Euro-denominated foreign currency forward contracts outstanding of $6 million at December 31, 2006 and recorded unrealized losses of $129 thousand, net of tax, in accumulated other comprehensive loss on these forward contracts. There were no forward contracts outstanding at December 31, 2005.

During 2006, we recognized a $60 thousand loss on the 2006 contracts at the maturity dates. During 2005, we recognized a $1 million gain on the 2004 contracts as these contracts matured in 2005. A corresponding change in the U.S. Dollar value of the Euro-denominated transaction offset the loss in 2006 and the gain in 2005. NewMarket includes foreign currency transaction gains and losses in cost of sales.

17.    Contractual Commitments and Contingencies

Contractual Commitments—NewMarket has operating lease agreements primarily for office space, transportation equipment, and storage facilities. Rental expense was $18 million in both 2006 and 2005, and $20 million in 2004.

Future lease payments for all noncancelable operating leases as of December 31, 2006 are:

• 2007	$      9 million
• 2008	$      7 million
• 2009	$      6 million
• 2010	$      4 million
• 2011	$      3 million
• After 2011	$    13 million

64

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Future minimum lease payments in excess of the capital lease debt obligation as of December 31, 2006 amount to approximately $1 million for each year through 2010 and $200 thousand in 2011. We have contractual obligations for the construction of assets, as well as purchases of property and equipment of approximately $3 million at December 31, 2006.

Under the TEL marketing agreements, we are required to provide approximately one-third of the cost of product sold to customers in the territory from our TEL inventory or post an equivalent dollar value deposit with Innospec. The approximate requirement is $12 million at year-end 2006 and $13 million at year-end 2005. We now cover this requirement of the marketing agreements through the value of a working capital advance due from Innospec. This advance is being repaid to Ethyl as the requirement decreases and will be paid in full at the end of the agreements. These amounts have been recorded in other assets and deferred charges. See Note 9 of the Notes to Consolidated Financial Statements.

Litigation—We are involved in legal proceedings that are incidental to our business and include administrative or judicial actions seeking remediation under environmental laws, such as Superfund. Some of these legal proceedings relate to environmental matters and involve governmental authorities. For further information see “Environmental” below.

While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated financial condition or results of operations.

Innospec Inc.

On August 16, 2006, Ethyl filed a request for arbitration against a subsidiary of Innospec. This arbitration is related to a long-standing supply agreement that requires the Innospec subsidiary to supply Ethyl with TEL for resale by Ethyl in the United States (the U.S. Supply Agreement). The request was filed pursuant to the rules of the London Court of International Arbitration. Ethyl filed this request because it believes that Innospec has violated the U.S. Supply Agreement by attempting to increase the price it charges Ethyl for TEL in the United States in a manner not in accordance with the contract. As such, we have not recorded an accrual of these costs. The difference in prices that Innospec is claiming is approximately $1.7 million for product supplied through September 30, 2006 and would amount to approximately an additional $1 million if the same factors were applied to TEL supplied in the fourth quarter 2006. We have placed $1.7 million for product supplied through September 30, 2006 in an escrow account pending resolution of the arbitration. We are confident in our position and believe we will prevail. Regardless of the outcome, we do not believe the TEL dispute will have a material effect on our financial condition, results of operations, or cash flows. However, with TEL segment operating profit at such a low level, a relatively small increase in cost may be material to TEL segment results.

After the commencement of the above arbitration, Ethyl received three requests for arbitration filed by three subsidiaries of Innospec. The Innospec requests were filed on October 2, 2006, pursuant to the rules of the London Court of International Arbitration and allegedly pursuant to long-standing marketing and supply agreements between Ethyl or its subsidiaries and subsidiaries of Innospec for the sale of TEL outside of the United States. Innospec is claiming the right to terminate the agreements and is seeking damages. Although these marketing and supply agreements relate only to TEL, Innospec contends that the agreements impose certain duties that were breached by the sales and marketing of MMT in Iraq and South Africa by affiliates of Ethyl. Ethyl will vigorously defend the cases and believes it will ultimately prevail in these arbitrations. Therefore, no accrual has been recorded.

65

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Infineum International Ltd. and Infineum USA L.P.

In December 2005, Afton was sued by a competitor, Infineum International Ltd. and Infineum USA L.P., (Infineum) in federal court in Delaware. The suit alleged patent infringement of one patent in connection with some lubricant additive packages. Infineum and Afton have entered into an agreement to resolve Infineum’s claims against Afton’s products and to effect settlement of the patent infringement suit. The lawsuit has been dismissed.

TEL

Legal proceedings include certain product liability cases. The only product liability cases of potential consequence in which we are involved are TEL-related. In one case, Ethyl was served as a defendant in a case filed in the Circuit Court for Baltimore City, Maryland, in September 1999. The plaintiff in Smith, et al. v. Lead Industries Association, Inc., et al., alleged personal injuries for seven children from lead exposure arising from lead paint and dust from tailpipe emissions due to leaded gasoline. The court dismissed Ethyl and some other defendants from the case in February 2002 and granted summary judgment to other defendants in November 2002. However, a series of appellate and trial court decisions have the effect that an appeal remains pending against other defendants. It is our current belief that these proceedings will not have a material impact on our consolidated financial condition or results of operations.

Asbestos

Like many other companies, we are also a defendant in personal injury lawsuits involving exposure to asbestos. These cases involve exposure to asbestos in premises owned or operated, or formerly owned or operated, by subsidiaries of NewMarket. We have never manufactured, sold, or distributed products that contain asbestos. Nearly all of these cases are pending in Texas, Louisiana, or Illinois and involve multiple defendants. We maintain an accrual for these proceedings, as well as a receivable for expected insurance recoveries.

During 2005, we entered into an agreement with Travelers resolving certain long-standing issues regarding our coverage for certain premises asbestos claims. In addition, our agreement with Travelers provides a procedure for allocating defense and indemnity costs with respect to certain future premises asbestos claims. The lawsuit we had previously filed against Travelers in the Southern District of Texas was dismissed.

We also settled our outstanding receivable from Albemarle for certain premises asbestos liability obligations. As a result of the insurance settlement described above, the outstanding amount owed to us by Albemarle was adjusted to $1.4 million, compared to $4 million at year-end 2004. Albemarle paid us $1.4 million in the third quarter of 2005.

These settlements resulted in an aggregate gain of $3.9 million which is included as a special item for 2005. The net gain represents amounts paid to us to settle historical claims in excess of the receivables we carried on our financial statements from both Travelers and Albemarle in the aggregate.

The accrual for our premises asbestos liability related to currently asserted claims is based on the following assumptions and factors:

• We are often one of many defendants. This factor influences both the number of claims settled against us and also the indemnity cost associated with such resolutions.

• The estimated percent of claimants in each case that will actually, after discovery, make a claim against us, out of the total number of claimants in a case, is based on a level consistent with past experience and current trends.

66

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

• We utilize average comparable plaintiff cost history as the basis for estimating pending premises asbestos related claims. These claims are filed by both former contractors’ employees, and former employees who worked at past and present company locations. We also include an estimated inflation factor in the calculation.

• No estimate is made for unasserted claims.

• The estimated recoveries from insurance and Albemarle for these cases are based on, and are consistent with, the 2005 settlement agreements.

Based on the above assumptions, we have provided an undiscounted liability related to premises asbestos claims of $12 million at year-end 2006 and $10 million at year-end 2005. The liabilities related to asbestos claims are included in accrued expenses (current portion) and other noncurrent liabilities on the balance sheet. Certain of these costs are recovered through our insurance coverage and agreement with Albemarle. The receivable for these recoveries related to premises asbestos liabilities was $9 million at December 31, 2006 and $8 million at December 31, 2005. These receivables are included in trade and other accounts receivable for the current portion. The noncurrent portion is included in other assets and deferred charges.

Environmental—During 2000, the EPA named us as a PRP under Superfund law for the clean-up of soil and groundwater contamination at the Sauget Area 2 Site in Sauget, Illinois. Without admitting any fact, responsibility, fault, or liability in connection with this site, we are participating with other PRPs in site investigations and feasibility studies.

The Sauget Area 2 Site PRPs submitted a Remedial Investigation and Feasibility Study (RI/FS) to the EPA in early 2004. We have accrued our estimated proportional share of the expenses for the RI/FS. We also accrued our best estimate of our proportional share of the remediation liability proposed in that submission. The EPA did not accept the RI/FS. Through a series of submissions and meetings, the scope of the RI/FS has changed so that it is now scheduled to be submitted to the EPA in late 2007. The RI/FS work is ongoing and we believe it is not at a stage where any further conclusion can be drawn as to the remediation liability we may incur. We do not believe there is any additional information available as a basis for revision of the liability that we have established. The amount accrued for this site is not material.

At a former TEL plant site located in the state of Louisiana, we have substantially completed environmental remediation and will be monitoring the site for an extended period. The accrual for this site was $9 million at both year-end 2006 and year-end 2005. We based these amounts on the best estimate of future costs discounted at approximately 3% in both 2006 and 2005. We incorporated an inflation factor in determining the discount rate. The remaining environmental liabilities are not discounted. At a plant site in Houston, Texas, we have an accrual of $7 million for environmental remediation, dismantling, and decontamination at December 31, 2006 and $8 million at December 31, 2005. Included in this amount is $3 million at both year-end 2006 and year-end 2005 for site remediation.

We accrue for environmental remediation and monitoring activities for which costs can be reasonably estimated and are probable. These estimates are based on an assessment of the site, available clean-up methods, and prior experience in handling remediation. While we believe we are currently fully accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our financial position and results of operations.

At December 31, our total accruals for environmental remediation were $19 million for 2006 and $23 million for 2005. In addition to the accruals for environmental remediation, we also have accruals for dismantling

67

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

and decommissioning costs of $3 million at December 31, 2006 and $7 million at December 31, 2005. The decrease in these amounts between 2006 and 2005 primarily reflects the dismantling of our TEL facility in Canada.

During 2004, we reached a $16 million environmental insurance settlement resulting in the collection of insurance reimbursements. The gain on this settlement amounted to $13 million and is reflected in the Consolidated Statements of Income under the caption “Special item income.” We received $8 million during 2004. We received $4 million in 2005 and received the remaining $4 million in February 2006 in accordance with a previously agreed-upon payment schedule.

NewMarket spent $16 million in 2006, $13 million in 2005, and $14 million in 2004 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures. On capital expenditures for pollution prevention and safety projects, we spent $6 million in 2006, $5 million in 2005, and $4 million in 2004.

18.    Pension Plans and Other Postretirement Benefits

NewMarket adopted Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158) as of December 31, 2006. This standard requires an employer that is a business entity that sponsors one or more single employer benefit plans to (a) recognize the funded status (defined as the difference between the fair value of plan assets and the benefit obligation) of a benefit plan in the statement of financial position; (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost; (c) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year end; and (d) disclose in the notes to the financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.

Information presented below for 2006 has been conformed to the disclosure provisions of SFAS No. 158. In accordance with SFAS No. 158, the disclosures for 2005 and 2004 have not been modified from those previously reported.

NewMarket uses a December 31 measurement date for all of our plans.

U.S. Retirement Plans

NewMarket sponsors pension plans for most U.S. employees that offer a benefit based primarily on years of service and compensation. Employees do not contribute to these pension plans.

In addition, we offer unfunded, nonqualified supplemental pension plans. These plans restore the pension benefits from our regular pension plans that would have been payable to designated participants if it were not for limitations imposed by U.S. federal income tax regulations.

We also provide postretirement health care benefits and life insurance to eligible retired employees. NewMarket and retirees share in the cost of postretirement health care benefits. NewMarket pays the premium for the insurance contract that holds plan assets for retiree life insurance benefits.

68

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Pension and postretirement benefit costs are shown below.

	Years Ended December 31
	Pension Benefits									Postretirement Benefits
	2006			2005			2004			2006			2005			2004
Net periodic benefit cost
Service cost	$	4,946		$	5,277		$	4,842		$	1,524		$	1,453		$	1,259
Interest cost		6,177			5,998			5,561			3,891			3,817			3,808
Expected return on plan assets		(6,183	)		(5,922	)		(5,639	)		(1,882	)		(1,907	)		(1,904	)
Amortization of prior service cost		288			690			758			(21	)		(21	)		(29	)
Amortization of net loss		2,324			2,011			1,499			—			—			—
Net periodic benefit cost	$	7,552		$	8,054		$	7,021		$	3,512		$	3,342		$	3,134

The estimated net loss which will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2007 is expected to be $2 million for pension plans. The estimated prior service cost which will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2007 is expected to be $30 thousand for pension plans and $20 thousand for postretirement benefit plans.

Changes in the plans’ benefit obligations and assets, as well as a reconciliation of the funded status at December 31, 2005, follow. The plan amendments of $5 million in 2006 reflect the amendment to our domestic salaried pension plan. The amendment changes the factors for determining early retirement benefits so that the early retirement benefit payable at all ages is actuarially equivalent to the normal retirement benefit payable at age 65. Previously, the early retirement factors resulted in a more favorable retirement benefit at ages prior to 65. The amendment was effective August 1, 2006.

69

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

	Years Ended December 31
	Pension Benefits						Postretirement Benefits
	2006			2005			2006			2005
Change in benefit obligation
Benefit obligation at beginning of year	$	115,634		$	104,851		$	72,314		$	67,101
Service cost		4,946			5,277			1,524			1,453
Interest cost		6,177			5,998			3,891			3,817
Plan amendments		(5,072	)		—			—			87
Actuarial net (gain) loss		(6,789	)		4,083			(2,740	)		4,094
Benefits paid		(4,436	)		(4,575	)		(4,047	)		(4,238	)
Benefit obligation at end of year	$	110,460		$	115,634		$	70,942		$	72,314
Change in plan assets
Fair value of plan assets at beginning of year	$	64,366		$	58,786		$	28,079		$	28,436
Actual return on plan assets		9,150			1,454			1,780			1,567
Employer contributions		7,522			8,701			2,278			2,314
Benefits paid		(4,436	)		(4,575	)		(4,047	)		(4,238	)
Fair value of plan assets at end of year	$	76,602		$	64,366		$	28,090		$	28,079
Funded status	$	(33,858	)	$	(51,268	)	$	(42,852	)	$	(44,235	)
Amounts recognized in the consolidated balance sheet at December 31, 2006
Current liabilities	$	(2,512	)				$	(2,341	)
Noncurrent liabilities		(31,346	)					(40,511	)
	$	(33,858	)				$	(42,852	)
Amounts recognized in accumulated other comprehensive loss at December 31, 2006
Net actuarial loss	$	37,152					$	3,218
Prior service cost		(1,703	)					43
	$	35,449					$	3,261
Reconciliation of funded status
Funded Status				$	(51,268	)				$	(44,235	)
Unrecognized net actuarial loss					49,233						5,857
Unrecognized prior service cost					3,657						22
Prepaid (accrued) benefit cost				$	1,622					$	(38,356	)
Amounts recognized in the consolidated balance sheet at December 31, 2005
Prepaid benefit cost				$	16,233					$	—
Accrued benefit cost					(31,395	)					(38,356	)
Intangible asset					2,271						—
Accumulated other comprehensive loss					14,513						—
Net amount recognized				$	1,622					$	(38,356	)

The change in the minimum pension liability included in other comprehensive loss was an increase of $5 million in 2005.

70

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

The accumulated benefit obligation for all domestic defined benefit pension plans was $93 million at December 31, 2006 and $92 million at December 31, 2005.

The fair market value of the plan assets of our largest domestic pension plan (the salaried plan) exceeded its accumulated benefit obligation at both December 31, 2006 and December 31, 2005. The projected benefit obligation of the salaried plan exceeded the fair market value of assets for both years. The net liability position of this plan in 2006 is included in other noncurrent liabilities on the balance sheet. The net asset position of this plan in 2005 is included in prepaid pension cost on the balance sheet.

The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for all of the other domestic qualified plans, as well as the nonqualified plan at December 31, 2006 and December 31, 2005. The accrued benefit cost of these plans is included in other noncurrent liabilities on the balance sheet for both years and includes minimum pension liabilities of $17 million at year-end 2005. A portion of the accrued benefit cost for the nonqualified plan is included in current liabilities at December 31, 2006. As the nonqualified plan is unfunded, the amount reflected in current liabilities represents the expected benefit payments related to the nonqualified plan for 2007. Prior to the implementation of SFAS No. 158, the minimum pension liability included in noncurrent liabilities for 2006 was $13 million.

The following table shows information on domestic plans with the accumulated benefit obligation in excess of plan assets. The second table presents information on domestic plans with the projected benefit obligation in excess of plan assets.

	2006		2005
Plans with the accumulated benefit obligation in excess of the fair market value of plan assets
Projected benefit obligation	$	49,929	$	51,436
Accumulated benefit obligation		48,736		49,283
Fair market value of plan assets		22,507		18,445
	2006		2005
Plans with the projected benefit obligation in excess of the fair market value of plan assets
Projected benefit obligation	$	110,460	$	115,634
Fair market value of plan assets		76,602		64,366

While there were no assets held in the nonqualified plan by the trustee, we had maintained a rabbi trust for the retired beneficiaries of the nonqualified plan. The trust was terminated at the end of 2005. At December 31, 2005, assets in the rabbi trust were valued at $100 thousand. There were no assets in the rabbi trust at December 31, 2006. The assets of the rabbi trust are not included in any of the pension tables above. Since the termination of the rabbi trust, payments to retired beneficiaries of the nonqualified plan are being made with cash from operations.

71

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Assumptions—We used the following assumptions to calculate the results of our retirement plans:

	Pension Benefits						Postretirement Benefits
	2006		2005		2004		2006		2005		2004
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31
Discount rate	5.50	%	5.75	%	6.00	%	5.50	%	5.75	%	6.00	%
Expected long-term rate of return on plan assets	8.75	%	9.00	%	9.00	%	7.00	%	7.00	%	7.00	%
Rate of projected compensation increase	3.75	%	4.00	%	4.00	%	—		—		—
Weighted-average assumptions used to determine benefit obligations at December 31
Discount rate	5.875	%	5.50	%	5.75	%	5.875	%	5.50	%	5.75	%
Rate of projected compensation increase	3.75	%	3.75	%	4.00	%	—		—		—

We base the assumed expected long-term rate of return for plan assets on an analysis of our actual investments, including our asset allocation, as well as a stochastic analysis of expected returns. This analysis reflects the expected long-term rates of return for each significant asset class and economic indicator. As of January 1, 2007, the expected rates were 9.1% for U.S. large cap stocks, 6.3% for U.S. long-term corporate bonds, and 2.7% for inflation. The range of returns developed relies both on forecasts and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class. While our asset allocation is predominantly weighted towards equities, a review of our investments at the end of 2005 indicated a slightly lower expected long-term rate of return than we have had in years prior to 2006. Accordingly, we reduced the rate by 25 basis points to 8.75% for 2006. We expect to maintain an 8.75% rate for 2007.

We utilize the Citigroup Pension Discount Curve (discount curve) and Liability Index in developing the discount rate assumption. We apply the expected cash flows of the specific defined benefit retirement plan to the interest rates provided in the discount curve. The rate is developed based on the discount curve on the last day of December.

Assumed health care cost trend rates at December 31 are shown in the table below. The expected health care cost trend rate for 2006 was 8.5% which was the actual rate that was used to develop the postretirement medical expense.

	2006		2005
Health care cost trend rate assumed for next year	8.0	%	8.5	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.5	%	5.5	%
Year that the rate reaches the ultimate trend rate	2012		2012

A one-percentage point change in the assumed health care cost trend rate would have the following effects.

	1% Increase		1% Decrease
Effect on accumulated postretirement benefit obligation as of December 31, 2006	$	8,234	$	(6,575	)
Effect on net periodic postretirement benefit cost in 2006		906		(696	)

Plan Assets—Pension plan assets are held and distributed by trusts and consist principally of common stock and investment-grade fixed income securities. Our target allocation is 90% to 97% in equities and 3% to 10% in

72

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

debt securities or cash. The pension plan weighted-average asset allocations at December 31, 2006 and December 31, 2005 by asset category follow.

	2006		2005
Asset Category
Equity securities	94	%	93	%
Debt securities	2	%	6	%
Cash	4	%	1	%
	100	%	100	%

The pension obligation is long-term in nature and the investment philosophy followed by the Pension Investment Committee is likewise long-term in its approach. The majority of the pension funds are invested in equity securities as historically, equity securities have outperformed debt securities and cash investments resulting in a higher investment return over the long-term. While in the short-term, equity securities may under-perform other investment classes, we are less concerned with short-term results and more concerned with long-term improvement. The pension funds are managed by three different investment companies who predominately invest in U.S. large cap stocks. Each investment company’s performance is reviewed quarterly. A small portion of the funds is in investments, such as cash or short-term bonds, which are less vulnerable to short-term market swings. This fund is used to provide the cash needed to meet our monthly obligations.

The equity securities do not include any NewMarket common stock for any year presented.

The assets of the postretirement benefit plan are invested completely in an insurance contract held by Metropolitan Life. No NewMarket common stock is included in these assets.

Cash Flows—For U.S. plans, NewMarket expects to contribute $7 million to the pension plans and $2 million to our other postretirement benefit plans in 2007. The expected benefit payments for the next ten years are as follows.

			Expected Postretirement Benefit Payments
	Expected Pension Benefit Payments		Before Expected Medicare Part D Benefit		Expected Medicare Part D Benefit
2007	$	5,034	$	5,164	$	448
2008		5,363		5,125		455
2009		5,747		5,094		463
2010		6,175		5,050		470
2011		6,528		4,935		466
2012 through 2016		39,935		23,726		2,421

Foreign Retirement Plans

For most employees of our foreign subsidiaries, NewMarket has defined benefit pension plans that offer benefits based primarily on years of service and compensation. These defined benefit plans provide benefits for employees of our foreign subsidiaries located in Belgium, the United Kingdom, Germany, and Canada. NewMarket generally contributes to investment trusts and insurance policies to provide for these plans.

73

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

In addition to the foreign defined benefit pension plans, NewMarket also provides retirement benefits in Japan and Brazil which are not defined benefit plans. The total pension expense for these plans was $100 thousand for 2006, $200 thousand for 2005, and $100 thousand for 2004.

Our foreign subsidiary in Canada also sponsors a defined benefit postretirement plan. This postretirement plan provides certain health care benefits and life insurance to eligible retired employees. We pay the entire premium for these benefits. During 2005, an actuarial valuation was initially prepared for this plan in accordance with SFAS No. 106. This resulted in a transition obligation related to past years of $1.2 million, of which $700 thousand was recognized in 2005. The remaining transition obligation is being amortized over ten years.

Pension and postretirement benefit costs for the foreign defined benefit plans are shown below.

	Years Ended December 31
	Pension Benefits									Postretirement Benefits
	2006			2005			2004			2006		2005
Net periodic benefit cost
Service cost	$	2,833		$	2,081		$	1,593		$	17	$	11
Interest cost		4,342			4,216			3,724			113		109
Expected return on plan assets		(3,958	)		(3,311	)		(2,999	)		—		—
Amortization of prior service cost		131			316			312			—		—
Amortization of transition (asset) obligation		(35	)		(47	)		(42	)		47		678
Amortization of net loss		1,512			1,508			1,064			73		45
Net periodic benefit cost	$	4,825		$	4,763		$	3,652		$	250	$	843

The estimated net loss which will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2007 is expected to be $2 million for foreign pension plans and $60 thousand for foreign postretirement benefit plans. The estimated prior service cost which will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2007 is expected to be $70 thousand for foreign pension plans. The estimated unrecognized transition asset which is expected to be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2007 is expected to be $30 thousand income for foreign pension plans. The estimated unrecognized transition obligation which is expected to be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2007 is expected to be $50 thousand expense for postretirement benefit plans.

Changes in the benefit obligations and assets, as well as a reconciliation of the funded status at December 31, 2005, of the foreign defined benefit plans follow. The plan amendments of $4 million in 2006 primarily reflect a change to our United Kingdom pension plan modifying the amount of lump sum cash settlements allowed at retirement.

74

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

	Years Ended December 31
	Pension Benefits						Postretirement Benefits
	2006			2005			2006			2005
Change in benefit obligation
Benefit obligation at beginning of year	$	89,652		$	85,383		$	2,231		$	1,864
Service cost		2,833			2,081			17			11
Interest cost		4,342			4,216			113			109
Plan amendments		(3,763	)		—			—			—
Employee contributions		469			414			—			—
Actuarial net loss		498			8,862			—			258
Benefits paid		(3,188	)		(2,365	)		(97	)		(88	)
Foreign currency translation		10,633			(8,939	)		9			77
Benefit obligation at end of year	$	101,476		$	89,652		$	2,273		$	2,231
Change in plan assets
Fair value of plan assets at beginning of year	$	65,035		$	56,528		$	—		$	—
Actual return on plan assets		3,952			9,687			—			—
Employer contributions		10,387			6,186			98			88
Employee contributions		469			414			—			—
Benefits paid		(3,188	)		(2,035	)		(98	)		(88	)
Foreign currency translation		8,342			(5,745	)		—			—
Fair value of plan assets at end of year	$	84,997		$	65,035		$	—		$	—
Funded Status	$	(16,479	)	$	(24,617	)	$	(2,273	)	$	(2,231	)
Amounts recognized in the consolidated balance sheet at December 31, 2006
Noncurrent assets	$	85					$	—
Current liabilities		(357	)					(103	)
Noncurrent liabilities		(16,207	)					(2,170	)
	$	(16,479	)				$	(2,273	)
Amounts recognized in accumulated other comprehensive loss at December 31, 2006
Net loss	$	32,441					$	789
Prior service cost		(2,100	)					—
Transition (asset) obligation		(135	)					536
	$	30,206					$	1,325
Reconciliation of funded status
Funded status				$	(24,617	)				$	(2,231	)
Unrecognized net actuarial loss					29,908						865
Unrecognized prior service cost					1,857						—
Unrecognized transition (asset) obligation					(168	)					579
Prepaid (accrued) benefit cost				$	6,980					$	(787	)
Amounts recognized in the consolidated balance sheet
Prepaid benefit cost				$	2,083					$	—
Accrued benefit cost					(11,130	)					(787	)
Intangible asset					1,598						—
Accumulated other comprehensive loss					14,429						—
Net amount recognized				$	6,980					$	(787	)

75

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

The change in the minimum pension liability included in other comprehensive loss was a decrease of $3 million in 2005.

The accumulated benefit obligation for all foreign defined benefit pension plans was $85 million at December 31, 2006 and $75 million at December 31, 2005.

The fair market value of plan assets exceeded both the accumulated benefit obligation and projected benefit obligation for the Canadian Hourly plan at year-end 2006 and 2005. For the Canadian Salary plan, the fair market value of plan assets exceeded the accumulated benefit obligation, but not the projected benefit obligation, for the year-ended 2005. For the United Kingdom plan, the fair market value of plan assets exceeded the accumulated benefit obligation, but not the projected benefit obligation, for the year-ended 2006. The net asset position of the Canadian Hourly plan is included in prepaid pension cost on the balance sheet for both years. The net liability position in 2006 of the Canadian Salary plan and the United Kingdom plan is included in noncurrent liabilities. The net asset position of the Canadian Salary plan in 2005 is included in prepaid pension cost on the balance sheet.

The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for the Belgium and German plans at December 31, 2006 and December 31, 2005, as well as for the Canadian Salary plan at December 31, 2006 and the United Kingdom plan at December 31, 2005. The German plan has no assets. The accrued benefit cost of these plans is included in other noncurrent liabilities on the balance sheet. As the German plan is unfunded, a portion of the accrued benefit cost for the German plan is included in current liabilities at year-end 2006 reflecting the expected benefit payments related to the plan for 2007. The accrued benefit cost includes minimum pension liabilities of $16 million at year-end 2005. Prior to the implementation of SFAS No. 158, the minimum pension liability included in noncurrent liabilities for 2006 was $3 million.

The following table shows information on foreign plans with the accumulated benefit obligation in excess of plan assets. The second table shows information on plans with the projected benefit obligation in excess of plan assets.

	2006		2005
Plans with the accumulated benefit obligation in excess of the fair market value of plan assets
Projected benefit obligation	$	25,712	$	81,851
Accumulated benefit obligation		21,696		68,320
Fair market value of plan assets		13,774		57,189
	2006		2005
Plans with the projected benefit obligation in excess of the fair market value of plan assets
Projected benefit obligation	$	99,188	$	87,583
Fair market value of plan assets		82,625		62,920

76

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Assumptions—The information in the table below provides the weighted-average assumptions used to calculate the results of our foreign defined benefit plans.

	Pension Benefits						Postretirement Benefits
	2006		2005		2004		2006		2005
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31
Discount rate	4.60	%	5.25	%	5.53	%	6.00	%	6.00	%
Expected long-term rate of return on plan assets	5.58	%	6.19	%	6.60	%	—		—
Rate of projected compensation increase	4.30	%	4.44	%	4.38	%	—		—
Weighted-average assumptions used to determine benefit obligations at December 31
Discount rate	4.94	%	4.60	%	5.25	%	5.00	%	6.00	%
Rate of projected compensation increase	4.30	%	4.30	%	4.44	%	—		—

The actual assumptions used by the various foreign locations are based upon the circumstances of each particular country and pension plan. The factors impacting the determination of the long-term rate of return for a particular foreign pension plan include the market conditions within a particular country, as well as the investment strategy and asset allocation of the specific plan.

Assumed health care cost trend rates at December 31 are shown in the table below.

	2006		2005
Health care cost trend rate assumed for next year	7.5	%	8.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.0	%	5.0	%
Year that the rate reaches the ultimate trend rate	2013		2013

A one-percentage point change in the assumed health care cost trend rate would have the following effects.

	1% Increase		1% Decrease
Effect on accumulated postretirement benefit obligation as of December 31, 2006	$	205	$	(163	)
Effect on net periodic postretirement benefit cost in 2006	$	15	$	(12	)

77

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Plan Assets—Pension plan assets vary by foreign location and plan. Assets are held and distributed by trusts and, dependent upon the foreign location and plan, consist of common stock, investment-grade fixed income securities, real estate, cash, and insurance contracts. The combined average target allocation of our foreign pension plans is 54.8% in equities, 36.0% in debt securities, 8.7% in insurance contracts, 0.2% in real estate, and 0.3% in cash. The pension plan weighted-average asset allocations at December 31, 2006 and December 31, 2005 by asset category are as follows:

	2006		2005
Asset Category
Equity securities	53.1	%	54.0	%
Debt securities	33.8	%	35.4	%
Insurance contracts	8.7	%	10.2	%
Cash	4.1	%	0.0	%
Real estate	0.3	%	0.4	%
	100.0	%	100.0	%

While the pension obligation is long-term in nature for each of our foreign plans, the investment strategies followed by each plan vary to some degree based upon the laws of a particular country, as well as the provisions of the specific pension trust. The United Kingdom and Canadian plans are invested predominantly in equity securities and debt securities. The funds of these plans are managed by various trustees and investment companies whose performance is reviewed throughout the year. The Belgian plan is invested in insurance contracts. The German plan has no assets.

The equity securities do not include any NewMarket common stock for any year presented. The benefits of the Canadian postretirement benefit plan are paid through an insurance contract held by Sun Life Assurance Company of Canada.

Cash Flows—For foreign pension plans, NewMarket expects to contribute $8 million to the plans in 2007. We expect to contribute approximately $100 thousand to the Canadian postretirement benefit plan. The expected benefit payments for the next ten years are as follows:

	Expected Pension Benefit Payments		Expected Postretirement Benefit Payments
2007	$	2,898	$	103
2008		2,854		110
2009		5,501		117
2010		3,005		123
2011		3,777		128
2012 through 2016		23,048		710

78

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Implementation of SFAS No. 158

The incremental effect of applying SFAS No. 158 on the domestic and foreign pension and postretirement benefit plans at December 31, 2006 is shown in the table below.

	Before Implementation of SFAS No. 158			Adjustments			After Implementation of SFAS No. 158
Deferred income taxes—current	$	11,678		$	599		$	12,277
Prepaid pension cost		33,424			(33,339	)		85
Deferred income taxes—long-term		8,411			21,677			30,088
Intangibles, net of amortization		53,355			(1,647	)		51,708
Total assets		757,503			(12,710	)		744,793
Accrued expenses		58,137			1,555			59,692
Other noncurrent liabilities		111,715			18,745			130,460
Accumulated other comprehensive loss		(14,155	)		(33,010	)		(47,165	)
Total shareholders’ equity		334,412			(33,010	)		301,402
Total liabilities and shareholders’ equity		757,503			(12,710	)		744,793

19.    Special Items Income

Special items income of $15 million for 2006 included a $5.3 million gain related to a payment under an earn-out agreement for certain pharmaceutical intellectual property that we sold in 1994, as well as a $3.3 million gain associated with a legal settlement related to transportation charges. Special items income also included a $3.3 million gain on the sale of property, a $5.5 million gain resulting from a class action lawsuit related to raw materials, and a $2.5 million loss from a legal settlement.

Special items income for 2005 was $12 million and included gains of an aggregate of $8 million on the sales of corporate property, and a gain of $4 million associated with the insurance settlement related to premises asbestos liabilities, as previously described in Note 17 of the Notes to Consolidated Financial Statements.

Special item income for 2004 was $13 million and represented the gain on an environmental insurance settlement. The terms of the settlement provided for a total payment of $16 million. In addition to the $8 million received during 2004, we received $4 million in 2005 and received the remaining $4 million in February 2006 in accordance with a previously agreed-upon payment schedule.

20.    Other Income, Net

Other income, net was $7 million in 2006, $900 thousand in 2005, and $300 thousand in 2004. The 2006 year included a $4 million gain on interest income on an income tax settlement, as well as $2 million in investment income. Both of the 2005 and 2004 periods were comprised of a number of small items.

21.    Gains and Losses on Foreign Currency

Foreign currency transactions resulted in a net loss of $1 million in 2006 and a net gain of $2 million in both 2005 and 2004. These amounts are reported in cost of sales.

79

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

22.    Income Tax Expense

Our income before income taxes, as well as the provision for income taxes, follows:

	Years Ended December 31
	2006			2005			2004
Income before income taxes
Domestic	$	30,292		$	18,100		$	28,573
Foreign		57,851			38,852			16,057
	$	88,143		$	56,952		$	44,630
Income tax expense
Current income taxes
Federal	$	10,093		$	19,441		$	7,133
State		2,117			705			(220	)
Foreign		15,352			10,166			1,258
		27,562			30,312			8,171
Deferred income taxes
Federal		1,097			(15,765	)		1,720
State		(114	)		(1,508	)		(623	)
Foreign		2,076			1,532			2,304
		3,059			(15,741	)		3,401
Total income tax expense	$	30,621		$	14,571		$	11,572

Income tax expense for the year 2005 and 2004 includes the settlement of certain tax years with the IRS, under which the timing of certain tax deductible items was agreed upon. The settlement of these items increased current tax expense with a like amount recorded as a deferred tax credit.

The reconciliation of the U.S. federal statutory rate to the effective income tax rate follows:

	% of Income Before Income Taxes
	2006		2005		2004
Federal statutory rate	35.0	%	35.0	%	35.0	%
State taxes, net of federal tax	1.2		0.3		(1.6	)
Foreign operations	2.4		(2.2	)	0.1
Extraterritorial income exclusion	(1.9	)	(3.8	)	(4.0	)
Research tax credit	(1.7	)	(2.2	)	(3.4	)
Tax settlements	—		(1.1	)	(2.3	)
Other items and adjustments	(0.3	)	(0.4	)	2.1
Effective income tax rate	34.7	%	25.6	%	25.9	%

The above tax rates for 2004 through 2006 reflect tax expense as a percent of income before income taxes.

Based on available foreign tax credits and current U.S. income tax rates, we believe that we have adequately provided for any additional U.S. taxes that would be incurred when a foreign subsidiary returns its earnings in cash to Afton or Ethyl.

80

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Certain foreign operations have a U.S. tax impact due to our election to include their earnings in our federal income tax return.

To comply with international trade rules, the American Jobs Creation Act of 2004 (the Act), signed into law on October 22, 2004, repealed the FSC Repeal and Extraterritorial Income Exclusion Act of 2000. The Act repealed the Extraterritorial Income Exclusion for transactions entered into after December 31, 2004 subject to a phase-out that allowed current beneficiaries to claim benefits in 2005 and 2006. In 2005, the benefit of excluding $6 million from taxable income was 80% of the amount calculated under prior law. In 2006, the benefit of excluding approximately $5 million from taxable income was 60% of the amount calculated under prior law. For 2007 and beyond, no benefit will be allowed.

Our deferred income tax assets and liabilities follow.

	December 31
	2006		2005
Deferred income tax assets
Future employee benefits	$	41,229	$	24,955
Environmental and future shutdown reserves		8,105		10,576
Intercompany profit in ending inventory		4,559		2,952
Litigation accruals		1,212		895
Inventory valuation and related reserves		37		—
Foreign currency translation adjustments		—		4,308
Depreciation and amortization		—		134
Other		4,047		2,995
		59,189		46,815
Deferred income tax liabilities
Intangibles		7,285		6,934
Undistributed earnings of foreign subsidiaries		7,094		4,454
Foreign currency translation adjustments		96		—
Depreciation and amortization		54		—
Inventory valuation and related reserves		—		450
Other		2,295		2,531
		16,824		14,369
Net deferred income tax assets	$	42,365	$	32,446
Reconciliation to financial statements
Deferred income tax assets—current	$	12,277	$	9,289
Deferred income tax assets—noncurrent		30,088		23,157
Net deferred income tax assets	$	42,365	$	32,446

81

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

23.    Accumulated Other Comprehensive Loss

The pre-tax, tax, and after-tax effects related to the adjustments in accumulated other comprehensive loss follow:

	Foreign Currency Translation Adjustments			Unrealized Gain (Loss) on Marketable Securities Adjustments			Pension Plans and Other Postretirement Benefits Adjustments			Accumulated Derivative Gain (Loss)			Accumulated Other Comprehensive Loss
December 31, 2003	$	(8,211	)	$	(32	)	$	(11,921	)	$	—		$	(20,164	)
Adjustments		5,082			285			(6,407	)		(1,514	)
Tax (expense) benefit		(1,851	)		(107	)		2,237			569
Other comprehensive income (loss)		3,231			178			(4,170	)		(945	)		(1,706	)
December 31, 2004		(4,980	)		146			(16,091	)		(945	)		(21,870	)
Adjustments		(11,506	)		(203	)		(3,750	)		2,744
Reclassification adjustment for the gain included in net income resulting from the maturity of contracts		—			—			—			(1,230	)
Tax benefit (expense)		4,269			76			1,528			(569	)
Other comprehensive (loss) income		(7,237	)		(127	)		(2,222	)		945			(8,641	)
December 31, 2005		(12,217	)		19			(18,313	)		—			(30,511	)
Adjustments		12,030			(31	)		13,001			(263	)
Reclassification adjustment for the loss included in net income resulting from the maturity of contracts		—			—			—			56
Tax (expense) benefit		(4,455	)		12			(4,072	)		78
Other comprehensive income (loss)		7,575			(19	)		8,929			(129	)		16,356
Initial adoption of Statement of Financial Accounting Standard No. 158, net of tax		—			—			(33,010	)		—			(33,010	)
December 31, 2006	$	(4,642	)	$	—		$	(42,394	)	$	(129	)	$	(47,165	)

Prior to December 31, 2006, the pension plans and other postretirement benefits adjustments were the minimum pension liability adjustments within shareholders equity. Effective December 31, 2006, and in compliance with SFAS 158, the pension plans and other postretirement benefits adjustments were based upon the difference in retirement plan assets and the projected benefit obligation of the retirement plans. See Note 18 of the Notes to Consolidated Financial Statements for further information.

82

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

24.    Segment and Geographic Area Information

Segment Information—We manage our business in two distinct segments: petroleum additives and TEL. We divided our business this way due to the operational differences between the two business units. The petroleum additives business operates in a market where we actively seek opportunities, while TEL is a mature product primarily marketed through third-party agreements.

The accounting policies of the segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements. We evaluate the performance of the petroleum additives business and the TEL business based on operating profit. NewMarket Services departments and other expenses are billed to Afton and Ethyl based on the services provided under the holding company structure. Depreciation on segment property, plant, and equipment and amortization of prepayments for services and segment intangible assets are included in the operating profit of each segment. No transfers occurred between the segments during the periods presented. TEL sales made through the marketing agreements with Innospec are not recorded as sales by Ethyl. The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income taxes for the last three years.

Certain prior periods have been reclassified to conform to the current presentation. These reclassifications included allocating postretirement benefit expense out of “other income (expense), net” to segment operating profit and “corporate, general, and administrative expense.”

	2006			2005			2004
Net sales
Petroleum additives	$	1,252,617		$	1,066,921		$	884,643
Tetraethyl lead		10,680			8,623			9,466
Consolidated net sales (a)	$	1,263,297		$	1,075,544		$	894,109
Segment operating profit
Petroleum additives (b)	$	104,400		$	60,020		$	41,899
Tetraethyl lead (b)		3,091			17,929			36,655
Other		4,162			2,756			1,765
Segment operating profit		111,653			80,705			80,319
Corporate, general, and administrative expense		(12,915	)		(14,614	)		(15,234	)
Special items (c)		12,953			7,800			—
Loss on early extinguishment of debt (d)		(11,209	)		—			—
Interest of debt		(15,403	)		(16,849	)		(18,254	)
Other income (expense), net		3,064			(90	)		(2,201	)
Income before income taxes	$	88,143		$	56,952		$	44,630

(a) In 2006, 2005, and 2004, net sales to two customers of our petroleum additives segment exceeded 10% of total net sales. Sales to BP amounted to $127 million (10% of net sales) in 2006, $112 million (10% of total net sales) in 2005, and $99 million (11% of total net sales) in 2004. Sales to Shell amounted to $169 million (13% of total net sales) in 2006, $143 million (13% of total net sales) in 2005, and $119 million (13% of total net sales) in 2004. These net sales represent a wide-range of products sold to these two customers in multiple regions of the world.

(b) There are several nonrecurring items included in petroleum additives and TEL segment operating profit. In 2006, the petroleum additives segment includes a gain of $3 million from a legal settlement related to transportation charges, as well as a gain of $6 million resulting from a class action lawsuit related to raw

83

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

materials and a loss of $5 million from other legal settlements. In 2004, the petroleum additives segment included a gain of approximately $1 million from an environmental insurance settlement. In the TEL segment, 2005 included a special item of $4 million for an insurance settlement gain related to our premises asbestos liabilities, while 2004 results included a special item gain of $12 million from an environmental insurance settlement.

(c) The special items for 2006 include a $5.3 million gain related to an earn-out agreement for certain pharmaceutical intellectual property that we sold in 1994, a $3.3 million gain on the sale of property, and a $4.4 million gain for interest on an income tax settlement. The special items for 2005 are gains on the sale of corporate property.

(d) In December 2006, we purchased $149.75 million of the outstanding $150 million aggregate principal amount of our 8.875% senior notes due 2010 in a tender offer. As a result of the transaction, we recognized a loss of $11.2 million on the early extinguishment of debt. This loss included the write-off of unamortized deferred financing costs of $2.6 million and cash paid of $8.6 million related to the premium and other costs of the purchase of the senior notes. Subsequently in December 2006, we issued $150 million aggregate principal amount of our 7.125% senior notes due 2016.

The following table shows asset information by segment and the reconciliation to consolidated assets. Segment assets consist of accounts receivable, inventory, and long-lived assets. Long-lived assets include property, plant, and equipment, net of depreciation, as well as intangible assets and prepayments for services, both net of amortization.

	2006		2005		2004
Segment assets
Petroleum additives	$	547,293	$	499,928	$	484,921
Tetraethyl lead		32,153		40,527		53,135
		579,446		540,455		538,056
Cash and cash equivalents		60,300		56,413		28,778
Restricted cash		240		1,419		1,706
Other accounts receivable		9,743		2,705		5,524
Deferred income taxes		42,365		32,446		12,241
Prepaid expenses		5,319		3,119		2,387
Prepaid pension cost		85		18,316		20,101
Other assets and deferred charges		47,295		46,659		67,402
Total assets	$	744,793	$	701,532	$	676,195
Additions to long-lived assets
Petroleum additives	$	34,399	$	15,397	$	14,075
Tetraethyl lead		—		—		—
Other long-lived assets		2,138		2,433		575
Total additions to long-lived assets	$	36,537	$	17,830	$	14,650
Depreciation and amortization
Petroleum additives	$	22,887	$	25,553	$	32,133
Tetraethyl lead (a)		5,444		7,531		8,572
Other long-lived assets		3,261		3,312		4,070
Total depreciation and amortization	$	31,592	$	36,396	$	44,775

(a) The amortization of the prepayment for services was $5 million in 2006, $7 million in 2005, and $8 million in 2004. See Note 3 of Notes to Consolidated Financial Statements.

84

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Geographic Area Information—The table below reports net sales, total assets, and long-lived assets by geographic area. No country, except for the United States, exceeded 10% of net sales in any year. NewMarket assigns revenues to geographic areas based on the location to which the product was shipped.

	2006		2005		2004
Net sales
United States	$	516,655	$	418,825	$	325,990
Foreign		746,642		656,719		568,119
Consolidated net sales	$	1,263,297	$	1,075,544	$	894,109
Total assets
United States	$	430,999	$	415,334	$	408,977
Foreign		313,794		286,198		267,218
Total assets	$	744,793	$	701,532	$	676,195
Long-lived assets
United States	$	191,302	$	182,809	$	199,432
Foreign		30,680		34,555		43,925
Total long-lived assets	$	221,982	$	217,364	$	243,357

25.    Selected Quarterly Consolidated Financial Data (unaudited)

2006	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Net sales	$	301,950	$	330,066	$	325,119	$	306,162
Gross profit	$	64,004	$	69,701	$	66,164	$	64,217
Net income	$	13,772	$	20,369	$	18,921	$	4,460
Basic earnings per share:
Net income	$	.80	$	1.18	$	1.10	$	.26
Diluted earnings per share:
Net income	$	.79	$	1.17	$	1.09	$	.26
Shares used to compute basic earnings per share		17,122		17,232		17,257		17,281
Shares used to compute diluted earnings per share		17,394		17,411		17,409		17,415
2005
Net sales	$	239,114	$	271,842	$	270,932	$	293,656
Gross profit	$	43,113	$	52,161	$	53,171	$	51,813
Net income	$	4,762	$	13,067	$	13,401	$	11,151
Basic earnings per share:
Net income	$	.28	$	.77	$	.79	$	.65
Diluted earnings per share:
Net income	$	.28	$	.76	$	.77	$	.64
Shares used to compute basic earnings per share		16,982		17,016		17,042		17,071
Shares used to compute diluted earnings per share		17,314		17,305		17,317		17,341

85

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

26.    Consolidating Financial Information

The 7.125% senior notes due 2016 are fully and unconditionally guaranteed by certain of our subsidiaries (Guarantor Subsidiaries) on a joint and several unsecured senior basis. The Guarantor Subsidiaries include all of our existing and future wholly-owned domestic restricted subsidiaries. The Guarantor Subsidiaries and the subsidiaries that do not guarantee the senior notes (the Non-Guarantor Subsidiaries) are wholly-owned by NewMarket Corporation (the Parent Company). The Guarantor Subsidiaries consist of the following:

Ethyl Corporation	Afton Chemical Corporation
Ethyl Asia Pacific LLC	Afton Chemical Asia Pacific LLC
Ethyl Canada Holdings, Inc.	Afton Chemical Canada Holdings, Inc.
Ethyl Export Corporation	Afton Chemical Japan Holdings, Inc.
Ethyl Interamerica Corporation	Afton Chemical Additives Corporation
Ethyl Ventures, Inc.	NewMarket Services Corporation
Interamerica Terminals Corporation	The Edwin Cooper Corporation
Afton Chemical Intangibles LLC	Old Town LLC
NewMarket Investment Company	NewMarket Development Corporation
Foundry Park I, LLC	Foundry Park II, LLC
Gamble’s Hill, LLC	Gamble’s Hill Lab, LLC
Gamble’s Hill Landing, LLC	Gamble’s Hill Third Street, LLC
Gamble’s Hill Tredegar, LLC

We conduct all of our business and derive all of our income from our subsidiaries. Therefore, our ability to make payments on the senior notes or other obligations is dependent on the earnings and the distribution of funds from our subsidiaries. There are no restrictions on the ability of any of our domestic subsidiaries to transfer funds to the Parent Company.

The following sets forth the Consolidating Statements of Income for the years ended December 31, 2006, December 31, 2005, and December 31, 2004, Consolidating Balance Sheets as of December 31, 2006 and December 31, 2005 and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2006, December 31, 2005, and December 31, 2004 for the Parent Company, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. The financial information is based on our understanding of the SEC’s interpretation and application of Rule 3-10 of the SEC Regulation S-X.

The financial information may not necessarily be indicative of results of operations or financial position had the Guarantor Subsidiaries or Non-Guarantor Subsidiaries operated as independent entities. The Parent Company accounts for investments in these subsidiaries using the equity method.

86

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Year Ended December 31, 2006

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	950,970		$	624,936		$	(312,609	)	$	1,263,297
Cost of goods sold		(77	)		757,336			550,383			(308,431	)		999,211
Gross profit		77			193,634			74,553			(4,178	)		264,086
Operating profit from TEL marketing agreements services		—			—			8,181			—			8,181
Intercompany service fee income (expense) from TEL marketing agreements		—			6,517			(6,517	)		—			—
Selling, general, and administrative expenses		4,203			89,308			15,680			—			109,191
Research, development, and testing expenses		—			54,598			15,665			—			70,263
Special item income		5,274			9,551			—			—			14,825
Operating profit		1,148			65,796			44,872			(4,178	)		107,638
Interest and financing expenses, net		15,406			(596	)		593			—			15,403
Loss on early extinguishment of debt		11,209			—			—			—			11,209
Other income (expense), net		6,636			(267	)		748			—			7,117
(Loss) income before income taxes and equity income of subsidiaries		(18,831	)		66,125			45,027			(4,178	)		88,143
Income tax (benefit) expense		(6,592	)		22,529			16,243			(1,559	)		30,621
Equity income of subsidiaries		69,761			—			—			(69,761	)		—
Net income	$	57,522		$	43,596		$	28,784		$	(72,380	)	$	57,522

87

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Year Ended December 31, 2005

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	791,429		$	539,688		$	(255,573	)	$	1,075,544
Cost of goods sold		1,469			664,751			460,267			(251,201	)		875,286
Gross (loss) profit		(1,469	)		126,678			79,421			(4,372	)		200,258
Operating profit from TEL marketing agreements services		—			—			23,154			—			23,154
Intercompany service fee income (expense) from TEL marketing agreements		—			16,169			(16,169	)		—			—
Selling, general, and administrative expenses		6,343			49,947			40,520			—			96,810
Research, development, and testing expenses		—			50,713			14,681			—			65,394
Special item income		—			11,668			—			—			11,668
Operating (loss) profit		(7,812	)		53,855			31,205			(4,372	)		72,876
Interest and financing expenses, net		16,707			(1,006	)		1,148			—			16,849
Other income, net		537			141			247			—			925
(Loss) income before income taxes and equity income of subsidiaries		(23,982	)		55,002			30,304			(4,372	)		56,952
Income tax (benefit) expense		(1,764	)		9,653			8,326			(1,644	)		14,571
Equity income of subsidiaries		64,599			—			—			(64,599	)		—
Net income	$	42,381		$	45,349		$	21,978		$	(67,327	)	$	42,381

88

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Year Ended December 31, 2004

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	650,673		$	477,844		$	(234,408	)	$	894,109
Cost of goods sold		802			541,939			412,386			(239,318	)		715,809
Gross (loss) profit		(802	)		108,734			65,458			4,910			178,300
Operating profit from TEL marketing agreements services		—			—			33,226			—			33,226
Intercompany service fee income (expense) from TEL marketing agreements		—			29,204			(29,204	)		—			—
Selling, general, and administrative expenses		6,004			52,665			38,186			—			96,855
Research, development, and testing expenses		—			51,331			14,025			—			65,356
Special item income		—			13,245			—			—			13,245
Operating (loss) profit		(6,806	)		47,187			17,269			4,910			62,560
Interest and financing expenses, net		18,142			(1,383	)		1,495			—			18,254
Other (expense) income, net		(553	)		(356	)		1,233			—			324
(Loss) income before income taxes and equity income of subsidiaries		(25,501	)		48,214			17,007			4,910			44,630
Income tax (benefit) expense		(9,466	)		15,233			3,940			1,865			11,572
Equity income of subsidiaries		49,093			—			—			(49,093	)		—
Net income	$	33,058		$	32,981		$	13,067		$	(46,048	)	$	33,058

89

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

December 31, 2006

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	19,688		$	8,211		$	32,401		$	—		$	60,300
Restricted cash		240			—			—			—			240
Trade and other accounts receivable, net		9,686			87,971			100,586			—			198,243
Amounts due from affiliated companies		—			164,649			36,037			(200,686	)		—
Inventories		—			99,967			96,105			(10,491	)		185,581
Deferred income taxes		1,825			5,589			887			3,976			12,277
Prepaid expenses		2,259			2,022			1,038			—			5,319
Total current assets		33,698			368,409			267,054			(207,201	)		461,960
Amounts due from affiliated companies		—			17,744			—			(17,744	)		—
Property, plant and equipment, at cost		—			614,592			136,763			—			751,355
Less accumulated depreciation and amortization		—			474,758			114,483			—			589,241
Net property, plant, and equipment		—			139,834			22,280			—			162,114
Investment in consolidated subsidiaries		539,014			—			—			(539,014	)		—
Prepaid pension cost		—			—			85			—			85
Deferred income taxes		28,254			(522	)		2,356			—			30,088
Other assets and deferred charges		6,886			10,126			21,826			—			38,838
Intangibles, net of amortization		—			51,708			—			—			51,708
Total assets	$	607,852		$	587,299		$	313,601		$	(763,959	)	$	744,793
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	197		$	50,269		$	31,157		$	—		$	81,623
Accrued expenses		5,996			36,896			16,800			—			59,692
Dividends payable		2,162			—			—			—			2,162
Book overdraft		8			2,541			—			—			2,549
Amounts due to affiliated companies		78,034			42,656			79,997			(200,687	)		—
Long-term debt, current portion		—			691			—			—			691
Income taxes payable		853			4,719			7,894			—			13,466
Total current liabilities		87,250			137,772			135,848			(200,687	)		160,183
Long-term debt		150,250			2,498			—			—			152,748
Amounts due to affiliated companies		—			2,346			15,398			(17,744	)		—
Other noncurrent liabilities		68,950			39,856			21,654			—			130,460
Total liabilities		306,450			182,472			172,900			(218,431	)		443,391
Shareholders’ equity:
Common stock and paid in capital		88,263			238,949			75,189			(314,138	)		88,263
Accumulated other comprehensive loss		(47,165	)		(8,780	)		(22,624	)		31,404			(47,165	)
Retained earnings		260,304			174,658			88,136			(262,794	)		260,304
Total shareholders’ equity		301,402			404,827			140,701			(545,528	)		301,402
Total liabilities and shareholders’ equity	$	607,852		$	587,299		$	313,601		$	(763,959	)	$	744,793

90

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

December 31, 2005

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	26,973		$	8,760		$	20,680		$	—		$	56,413
Restricted cash		917			—			502			—			1,419
Trade and other accounts receivable, net		2,663			94,628			92,169			—			189,460
Amounts due from affiliated companies		—			183,064			32,819			(215,883	)		—
Inventories		—			81,557			76,756			(6,314	)		151,999
Deferred income taxes		1,128			4,866			876			2,419			9,289
Prepaid expenses		129			1,981			1,009			—			3,119
Total current assets		31,810			374,856			224,811			(219,778	)		411,699
Amounts due from affiliated companies		—			16,989			—			(16,989	)		—
Property, plant and equipment, at cost		—			626,689			138,256			—			764,945
Less accumulated depreciation and amortization		—			491,895			119,044			—			610,939
Net property, plant, and equipment		—			134,794			19,212			—			154,006
Investment in consolidated subsidiaries		507,668			—			—			(507,668	)		—
Prepaid pension cost		16,233			—			2,083			—			18,316
Deferred income taxes		16,180			1,058			5,919			—			23,157
Other assets and deferred charges		7,483			10,020			26,977			—			44,480
Intangibles, net of amortization		729			47,547			1,598			—			49,874
Total assets	$	580,103		$	585,264		$	280,600		$	(744,435	)	$	701,532
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	12		$	55,562		$	32,776		$	—		$	88,350
Accrued expenses		5,561			36,008			17,278			—			58,847
Book overdraft		10			4,212			—			—			4,222
Amounts due to affiliated companies		105,559			31,298			79,026			(215,883	)		—
Long-term debt, current portion		—			640			—			—			640
Income taxes payable		(9,166	)		21,203			2,691			—			14,728
Total current liabilities		101,976			148,923			131,771			(215,883	)		166,787
Long-term debt		150,000			3,189			—			—			153,189
Amounts due to affiliated companies		—			4,503			12,486			(16,989	)		—
Other noncurrent liabilities		62,067			37,238			16,191			—			115,496
Total liabilities		314,043			193,853			160,448			(232,872	)		435,472
Shareholders’ equity:
Common stock and paid in capital		85,162			236,190			76,745			(312,935	)		85,162
Accumulated other comprehensive loss		(30,511	)		(10,090	)		(16,156	)		26,246			(30,511	)
Retained earnings		211,409			165,311			59,563			(224,874	)		211,409
Total shareholders’ equity		266,060			391,411			120,152			(511,563	)		266,060
Total liabilities and shareholders’ equity	$	580,103		$	585,264		$	280,600		$	(744,435	)	$	701,532

91

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2006

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash (used in) provided from operating activities	$	(17,349	)	$	35,752		$	18,673		$	—		$	37,076
Cash flows from investing activities
Capital expenditures		—			(20,982	)		(5,179	)		—			(26,161	)
Acquisition of intangible asset		—			(4,476	)		—			—			(4,476	)
Proceeds from pharmaceutical earn-out agreement		5,274			—			—			—			5,274
Proceeds from sale of certain assets		—			3,408			—			—			3,408
Increase in intercompany loans		(7,000	)		—			—			7,000			—
Cash dividends from subsidiaries		21,420			—			—			(21,420	)		—
Other, net		—			108			—			—			108
Cash provided from (used in) investing activities		19,694			(21,942	)		(5,179	)		(14,420	)		(21,847	)
Cash flows from financing activities
Issuance of 7.125% senior notes		150,000			—			—			—			150,000
Repayment of 8.875% senior notes		(149,750	)		—			—			—			(149,750	)
Dividends		(8,627	)		(21,420	)		—			21,420			(8,627	)
Change in book overdraft		(2	)		(1,671	)		—			—			(1,673	)
Debt issuance costs		(3,608	)		—			—			—			(3,608	)
Excess tax benefits from stock-based payment arrangements		1,501			—			—			—			1,501
Proceeds from exercise of options		856			—			—			—			856
Payments on the capital lease		—			(640	)		—			—			(640	)
Financing from affiliated companies		—			7,000			—			(7,000	)		—
Cash used in financing activities		(9,630	)		(16,731	)		—			14,420			(11,941	)
Effect of foreign exchange on cash and cash equivalents		—			2,372			(1,773	)		—			599
(Decrease) increase in cash and cash equivalents		(7,285	)		(549	)		11,721			—			3,887
Cash and cash equivalents at beginning of year		26,973			8,760			20,680			—			56,413
Cash and cash equivalents at end of year	$	19,688		$	8,211		$	32,401		$	—		$	60,300

92

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2005

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash (used in) provided from operating activities	$	(20,349	)	$	84,225		$	119		$	—		$	63,995
Cash flows from investing activities
Capital expenditures		—			(13,210	)		(4,620	)		—			(17,830	)
Proceeds from sale of certain assets		—			13,721			—			—			13,721
Increase in intercompany loans		(7,400	)		(1,000	)		—			8,400			—
Cash dividends from subsidiaries		84,240			—			—			(84,240	)		—
Other, net		—			64			—			—			64
Cash provided from (used in) investing activities		76,840			(425	)		(4,620	)		(75,840	)		(4,045	)
Cash flows from financing activities
Net repayments under revolving credit agreement		(30,000	)		—			—			—			(30,000	)
Change in book overdraft		(7	)		(786	)		—			—			(793	)
Proceeds from exercise of options		438			—			—			—			438
Payments on the capital lease		—			(609	)		—			—			(609	)
Repayment of intercompany note payable		—			—			(2,900	)		2,900			—
Financing from affiliated companies		—			7,400			3,900			(11,300	)		—
Dividends		—			(84,240	)		—			84,240			—
Cash (used in) provided from financing activities		(29,569	)		(78,235	)		1,000			75,840			(30,964	)
Effect of foreign exchange on cash and cash equivalents		—			(3,275	)		1,924			—			(1,351	)
Increase (decrease) in cash and cash equivalents		26,922			2,290			(1,577	)		—			27,635
Cash and cash equivalents at beginning of year		51			6,470			22,257			—			28,778
Cash and cash equivalents at end of year	$	26,973		$	8,760		$	20,680		$	—		$	56,413

93

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2004

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash (used in) provided from operating activities	$	(12,617	)	$	47,301		$	2,125		$	—		$	36,809
Cash flows from investing activities
Capital expenditures		—			(10,987	)		(3,663	)		—			(14,650	)
Purchase of certain assets and property		—			(3,323	)		—			—			(3,323	)
Cash dividends from subsidiaries		40,636			—			—			(40,636	)		—
Increase in intercompany loans		(12,245	)					—			12,245			—
Other, net		—			255			—			—			255
Cash provided from (used in) investing activities		28,391			(14,055	)		(3,663	)		(28,391	)		(17,718	)
Cash flows from financing activities
Repayments of debt—old agreements		(53,807	)		—			—			—			(53,807	)
Net borrowings under revolving credit agreement		30,000			—			—			—			30,000
Change in book overdraft		17			1,084			—			—			1,101
Debt issuance costs		(1,280	)		—			—			—			(1,280	)
Proceeds from exercise of options		847			—			—			—			847
Payments on the capital lease		—			(572	)		—			—			(572	)
Financing from affiliated companies		—			12,245			—			(12,245	)		—
Cash dividend paid		—			(40,636	)		—			40,636			—
Cash used in financing activities		(24,223	)		(27,879	)		—			28,391			(23,711	)
Effect of foreign exchange on cash and cash equivalents		—			(4,423	)		4,454			—			31
(Decrease) increase in cash and cash equivalents		(8,449	)		944			2,916			—			(4,589	)
Cash and cash equivalents at beginning of year		8,500			5,526			19,341			—			33,367
Cash and cash equivalents at end of year	$	51		$	6,470		$	22,257		$	—		$	28,778

27.    Related Party Transactions

Thomas E. Gottwald, our chief executive officer and a director, is a son of Bruce C. Gottwald, our chairman of the board of directors and our former chief executive officer. The members of the family of Bruce C. Gottwald may be deemed to be control persons of NewMarket. Bruce C. Gottwald owns more than 5% of the outstanding shares of our common stock.

Effective September 24, 2004, NewMarket Services, entered into a Membership Units Purchase and Assignment Agreement (the Agreement), with Bruce C. Gottwald and Floyd D. Gottwald, Jr., who are brothers (collectively the Gottwalds) and Old Town LLC (Old Town), under which NewMarket Services agreed to purchase all of the voting and non-voting units in Old Town owned by the Gottwalds. The purchase price of $3.3 million was based on an appraisal. The Agreement also provided that each of the Gottwalds must resign as a manager of Old Town. Our Audit Committee and all of our independent directors unanimously approved the Agreement.

94

Notes to Consolidated Financial Statements—Continued

(tabular amounts in thousands, except per-share amounts)

Under the terms of the Agreement, in the event that NewMarket Services decides to sell substantially all of the assets of Old Town and receives an offer from a third-party for such assets, NewMarket Services must provide the offer to the Gottwalds, who will have 30 days to purchase the assets of Old Town on the same terms and conditions as contained in the third-party offer.

In April 2001, we had sold this same property, located in King William, Virginia, and consisting of approximately 1,600 acres, to Old Town, which at the time was owned by the Gottwalds, for $2.9 million in cash, which was a value based on appraisals. We managed the property for Old Town.

28.    Recently Issued Accounting Standards

In June 2006, the FASB issued Financial Interpretation 48, “Accounting for Uncertainty in Income Taxes— an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 provides guidelines for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It further clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with Financial Accounting Statement No. 109, “Accounting for Income Taxes.” The interpretation is effective for fiscal years beginning after December 15, 2006. We adopted FIN 48 on January 1, 2007. We currently do not expect FIN 48 to have a material impact on our financial statements; however, we are still finalizing our review.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (SFAS 157). The standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements. The standard is effective for years beginning after November 15, 2007. We are evaluating the impact of the adoption of SFAS 157 on our financial statements.

29.    Subsequent Events

On February 22, 2007, the Board of Directors declared a quarterly dividend in the amount of 12.5 cents per share on the common stock of the corporation. The dividend is payable April 1, 2007 to shareholders of record on March 15, 2006.

In January 2007, Foundry Park I, a wholly-owned subsidiary of NewMarket Development, entered into a Deed of Lease Agreement with MeadWestvaco under which MeadWestvaco will lease an office building which will be constructed on approximately three acres of real property which is owned by Foundry Park I. The property is part of a larger office park and mixed use development known as “Foundry Park.” The office building is designed to include approximately 304,000 rentable square feet. In addition to the office building, MeadWestvaco has the right to parking facilities that are expected to contain approximately 1,050 parking spaces, and the right to use all common areas within the office building and Foundry Park.

Foundry Park I plans to invest between approximately $110 million and $140 million in completing construction of the building. Most of the cost will be financed through construction and permanent indebtedness. Foundry Park I expects construction to require at least two years. The lease, which will cover the entire office building, is a long-term lease with lease payments at competitive market rates.

We redeemed the remaining $250,000 in aggregate principal amount of the 8.875% senior notes on February 7, 2007 at a redemption price equal to 105.105% of the principal amount of the redeemed notes, plus accrued and unpaid interest to February 7, 2007.

95

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of internal control over financial reporting to provide reasonable, but not absolute, assurance of the reliability of the financial records and the protection of assets. Our controls and procedures include written policies and procedures, careful selection and training of qualified personnel, and an internal audit program. We use a third-party firm, separate from our independent registered public accounting firm, to assist with internal audit services.

We work closely with the business groups, operations personnel, and information technology to ensure transactions are recorded properly. Environmental and legal staff are consulted to determine the appropriateness of our environmental and legal liabilities for each reporting period. We regularly review the regulations and rule changes that affect our financial disclosures.

Our disclosure control procedures include signed representation letters from our regional officers, as well as senior management.

We have formed a Financial Disclosure Committee, which is made up of the president and senior vice president of Afton, the president of Ethyl, the general counsel of NewMarket and the controller of NewMarket. The committee, as well as regional management, makes representations with regard to the financial statements that, to the best of their knowledge, the report does not contain any misstatement of a material fact or omit a material fact that is necessary to make the statements not misleading with respect to the periods covered by the report.

The committee and the regional management also represent, to the best of their knowledge, that the financial statements and other financial information included in the report fairly present, in all material respects, the financial condition, results of operations and cash flows of the company as of and for the periods presented in the report.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e)) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures are effective.

There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, during the quarter ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f), under the Securities Exchange Act of 1934.

96

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in “Internal Control – Integrated Framework,” our management concluded that our internal control over financial reporting was effective as of December 31, 2006. Our management’s assessment of the effectiveness of the internal control over financial reporting as of December 31, 2006, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

ITEM 9B.    OTHER INFORMATION

None.

97

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to our definitive Proxy Statement for our 2007 annual meeting of shareholders (Proxy Statement). In addition, the names and ages of all executive officers as of February 26, 2007 follow.

Name	Age	Positions
Thomas E. Gottwald	46	President and Chief Executive Officer (Principal Executive Officer)
David A. Fiorenza	57	Vice President and Treasurer (Principal Financial Officer)
Steven M. Edmonds	54	Vice President—General Counsel
Bruce R. Hazelgrove, III	46	Vice President—Corporate Resources
Wayne C. Drinkwater	60	Controller (Principal Accounting Officer)
M. Rudolph West	53	Secretary
Russell L. Gottwald, Jr.	55	President, Ethyl Corporation
C. S. Warren Huang	57	President, Afton Chemical Corporation

Our officers hold office until the meeting of the Board of Directors following the next annual shareholders’ meeting. Prior to their appointment as officers of NewMarket, all of the officers, with the exception of Steven M. Edmonds, Russell L. Gottwald, Jr., and C.S. Warren Huang, were employed by Ethyl in similar capacities for at least the last five years. Mr. Russell Gottwald and Mr. Huang have both been employed by Ethyl or Afton for at least the last five years in various senior management capacities. Prior to joining Ethyl in 2002, Mr. Edmonds was a partner with a law firm since 1981. His practice focused on general corporate matters, mergers and acquisitions, finance transactions, and commercial real estate.

We have adopted a Code of Conduct that applies to our directors, officers, and employees (including our principal executive officer, principal financial officer, and principal accounting officer) and have posted the Code of Conduct on our internet website. We intend to satisfy the disclosure requirement under Item 10 of Form 8-K relating to amendments to or waivers from any provision of our Code of Conduct applicable to the principal executive officer, principal financial officer, and principal accounting officer by posting this information on our internet website. Our internet website address is www.newmarket.com.

Because our common stock is listed on the NYSE, our chief executive officer is required to make, and he has made, an annual certification to the NYSE stating that he was not aware of any violation by us of the corporate governance listing standards of the NYSE. Our chief executive officer made his annual certification to that effect to the NYSE as of May 1, 2006. In addition, we have filed, as exhibits to this Annual Report on Form 10-K, the certifications of our principal executive officer and principal financial officer required under Sections 906 and 302 of the Sarbanes Oxley Act of 2002 to be filed with the SEC regarding the quality of our public disclosure.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to our Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as noted below, the information required by this item is incorporated herein by reference to our Proxy Statement.

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The following table presents information as of December 31, 2006 with respect to equity compensation plans under which shares of our common stock are authorized for issuance.

Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (b)
Equity compensation plans approved by shareholders:
2004 Incentive Plan	—	$	—	1,500,000
1982 Incentive Plan	132,500		4.35	—	(c)
Equity compensation plans not approved by shareholders (d):	—		—	—
Total	132,500	$	4.35	1,500,000

(a) There are no outstanding rights or warrants.

(b) Amounts exclude any securities to be issued upon exercise of outstanding options.

(c) The 1982 Incentive Plan was terminated on March 2, 2004. We cannot make any further grants or awards under this plan.

(d) We do not have any equity compensation plans that have not been approved by shareholders.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to our Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated herein by reference to our Proxy Statement.

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(A)(1)	Management’s Report on the Financial Statements
	Report of Independent Registered Public Accounting Firm
	Consolidated Statements of Income for each of the three years in the periods ended December 31, 2006, 2005, and 2004
	Consolidated Balance Sheets as of December 31, 2006 and 2005
	Consolidated Statements of Shareholders’ Equity for each of the three years in the periods ended December 31, 2006, 2005, and 2004
	Consolidated Statements of Cash Flows for each of the three years in the periods ended December 31, 2006, 2005, and 2004
	Notes to Consolidated Financial Statements
(A)(2)	Financial Statement Schedules—none required
(A)(3)	Exhibits
	2.1	Agreement and Plan of Merger, dated as of March 5, 2004, by and among Ethyl Corporation, NewMarket Corporation, and Ethyl Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Form 10-K (File No. 1-32190) filed March 14, 2005)
	3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-K (File No. 1-32190) filed March 14, 2005)
	3.2	Amended Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed February 28, 2005)
	4.1	Indenture, dated as of April 30, 2003, among Ethyl Corporation, the guarantors named on the signature pages thereto and Wells Fargo Bank Minnesota, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Ethyl Corporation’s Form 10-Q (File No. 1-5112) filed on May 9, 2003)
	4.2	Supplemental Indenture, dated as of June 18, 2004, among Ethyl Corporation, Afton Chemical Asia Pacific LLC, Afton Chemical Canada Holdings, Inc., Afton Chemical Intangibles LLC, Ethyl Asia Pacific LLC, NewMarket Corporation, NewMarket Services Corporation, the other guarantors named on the signature pages thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 10.4 to Form 10-Q (File No. 1-32190) filed August 5, 2004)
	4.3	Second Supplemental Indenture, dated as of July 1, 2004, among NewMarket Corporation, Afton Chemical SPRL, and Wells Fargo Bank, N.A., as trustee
	4.4	Third Supplemental Indenture, dated as of November 2, 2004, among NewMarket Corporation, Old Town LLC, and Wells Fargo Bank, N.A., as trustee
	4.5	Fourth Supplemental Indenture, dated as of December 6, 2006, among NewMarket Corporation, the guarantors named on the signature pages thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K (File No. 1-32190) filed December 13, 2006)
	4.6	Form of 8.875% Senior Notes due 2010 (incorporated by reference to Exhibit 4.2 to Ethyl Corporation’s Form 10-Q (File No. 1-5112) filed May 9, 2003)
	4.7	Indenture, dated as of December 12, 2006, among NewMarket Corporation, the guarantors listed on the signature pages thereto and Wells Fargo Bank, N.A., as trustee, (incorporated by reference to Exhibit 4.2 to Form 8-K (File No. 1-32190) filed December 13, 2006)

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4.8	First Supplemental Indenture, dated as of February 7, 2007 among NewMarket Corporation, NewMarket Development Corporation, Foundry Park I, LLC, Foundry Park II, LLC, Gamble’s Hill, LLC, Gamble’s Hill Tredegar, LLC, Gamble’s Hill Lab, LLC, Gamble’s Hill Landing, LLC and Gamble’s Hill Third Street, LLC, and Wells Fargo Bank, N.A., as trustee
4.9	Form of 7.125% Senior Notes due 2016 (Included in Exhibit 4.7) (incorporated by reference to Exhibit 4.3 to Form 8-K (File No. 1-32190) filed December 13, 2006)
4.10	Registration Rights Agreement, dated as of December 12, 2006, among NewMarket Corporation, the guarantors listed on the signature pages thereto and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 4.4 to Form 8-K (File No. 1-32190) filed December 13, 2006)
10.1	Second Amended and Restated Credit Agreement, dated as of December 21, 2006, among NewMarket Corporation, SunTrust Bank, as administrative agent, SunTrust Capital Markets, as lead arranger and book manager, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-32190) filed December 28, 2006)
10.2	Deed of Lease Agreement, dated as of January 11, 2007, by and between Foundry Park I, LLC and MeadWestvaco Corporation*
10.3	MMT Supply Agreement, dated as of February 28, 1994, by and between Ethyl Corporation and Albemarle Corporation (incorporated by reference to Exhibit 10.1 to Ethyl Corporation’s Form 10-Q (File No. 1-5112) filed August 8, 2003)
10.4	2004 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.4 to Form 10-K (File No. 1-32190) filed March 14, 2005)
10.5	Amended Non-Employee Directors’ Stock Acquisition Plan (incorporated by reference to Exhibit 10.2 to Ethyl Corporation’s Form 10-K (File No. 1-5112) filed March 14, 2003)
10.6	Excess Benefit Plan (incorporated by reference to Exhibit 10.4 to Ethyl Corporation’s Form 10-K (File No. 1-5112) filed on February 25, 1993)
10.7	Supply Agreement, dated as of December 22, 1993, between Ethyl Corporation and The Associated Octel Company Limited (incorporated by reference to Exhibit 99 to Ethyl Corporation’s Form 8-K (File No. 1-5112) filed on February 17, 1994)
10.8	Antiknock Marketing and Sales Agreement, dated October 1, 1998, between Ethyl Corporation and The Associated Octel Company Limited (incorporated by reference to Exhibit 10 to Ethyl Corporation’s Form 10-Q (File No. 1-5112) filed on November 10, 1998)
10.9	Trust Agreement between Ethyl Corporation and Merrill Lynch Trust Company of America (incorporated by reference to Exhibit 4.5 to Ethyl Corporation’s Registration Statement on Form S-8 (Registration No. 333-60889) filed on August 7, 1998)
10.10	Amended and Restated Product Marketing and Sales Agreement, dated as of June 13, 2001, between Ethyl Services GmbH and Alcor Chemie Vertriebs AG, Alcor Chemie AG, and Noofot GmbH (incorporated by reference to Exhibit 10.8 to Ethyl Corporation’s Form 10-K (File No. 1-5112) filed on March 29, 2002)
10.11	NewMarket Corporation and Affiliates Bonus Plan (incorporated by reference to Exhibit 10.9 to Ethyl Corporation’s Form 10-K (File No. 1-5112) filed on March 14, 2003)
10.12	Indemnification Agreement, dated as of July 1, 2004 by and among NewMarket Corporation, Ethyl Corporation and Afton Chemical Corporation (incorporated by reference to Exhibit 10.5 to Form 10-Q (File No. 1-32190) filed August 5, 2004)
10.13	Contract Services Agreement, dated June 8, 2004, by and between Ethyl Corporation and Newton A. Perry (incorporated by reference to Exhibit 10.6 to Form 10-Q (File No. 1-32190) filed August 5, 2004)

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10.14	Membership Units Purchase and Assignment Agreement, effective as of September 24, 2004, by and between Bruce C. Gottwald and Floyd D. Gottwald, Jr., NewMarket Services Corporation and Old Town LLC (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-32190) filed September 24, 2004)
10.15	Services Agreement, dated as of July 1, 2004, by and between NewMarket Services Corporation and Afton Chemical Corporation (incorporated by reference to Exhibit 10.2 to Form 10-Q (File No. 1-32190) filed November 5, 2004)
10.16	Services Agreement, dated as of July 1, 2004, by and between NewMarket Services Corporation and Ethyl Corporation (incorporated by reference to Exhibit 10.3 to Form 10-Q (File No. 1-32190) filed November 5, 2004)
10.17	Services Agreement, dated as of July 1, 2004, by and between NewMarket Services Corporation and NewMarket Corporation (incorporated by reference to Exhibit 10.4 to Form 10-Q (File No. 1-32190) filed November 5, 2004)
10.18	Summary of Executive Compensation
10.19	Summary of Directors’ Compensation
10.20	NewMarket Corporation Additional Benefit Agreement, dated May 1, 2006, between NewMarket Corporation and C.S. Warren Huang (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-32190) filed May 2, 2006)
12	Computation of Ratios
21	Subsidiaries of the Registrant
23	Consent of Independent Registered Public Accounting Firm
31(a)	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Thomas E. Gottwald
31(b)	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Fiorenza
32(a)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Thomas E. Gottwald
32(b)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by David A. Fiorenza

* Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

(B) Exhibits—The response to this portion of Item 15 is submitted as a separate section of this Annual Report on Form 10-K.

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SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEWMARKET CORPORATION

By:	/s/ THOMAS E. GOTTWALD
(Thomas E. Gottwald, President and Chief Executive Officer)

Dated: February 26, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 26, 2007.

SIGNATURE	TITLE
/s/    BRUCE C. GOTTWALD (Bruce C. Gottwald)	Chairman of the Board, Chairman of the Executive Committee, and Director
/s/    THOMAS E. GOTTWALD (Thomas E. Gottwald)	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/    D. A. FIORENZA (David A. Fiorenza)	Vice President and Treasurer (Principal Financial Officer)
/s/    WAYNE C. DRINKWATER (Wayne C. Drinkwater)	Controller (Principal Accounting Officer)
/s/    PHYLLIS L. COTHRAN (Phyllis L. Cothran)	Director
/s/    PATRICK D. HANLEY (Patrick D. Hanley)	Director
/s/    J. E. ROGERS (James E. Rogers)	Director
/s/    S. B. SCOTT (Sidney Buford Scott)	Director
/s/    C. B. WALKER (Charles B. Walker)	Director

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EXHIBIT INDEX

Exhibit 4.3	Second Supplemental Indenture, dated as of July 1, 2004, among NewMarket Corporation, Afton Chemical SPRL and Wells Fargo Bank, N.A., as trustee
Exhibit 4.4	Third Supplemental Indenture, dated as of November 2, 2004, among NewMarket Corporation, Old Town LLC, and Wells Fargo Bank, N.A., as trustee
Exhibit 4.8	First Supplemental Indenture, dated as of February 7, 2007 among NewMarket Corporation, NewMarket Development Corporation, Foundry Park I, LLC, Foundry Park II, LLC, Gamble’s Hill, LLC, Gamble’s Hill Tredegar, LLC, Gamble’s Hill Lab, LLC, Gamble’s Hill Landing, LLC and Gamble’s Hill Third Street, LLC, and Wells Fargo Bank, N.A., as trustee
Exhibit 10.2	Deed of Lease Agreement dated January 11, 2007, by and between Foundry Park I, LLC and MeadWestvaco Corporation*
Exhibit 10.18	Summary of Executive Compensation
Exhibit 10.19	Summary of Directors’ Compensation
Exhibit 12	Computation of Ratios
Exhibit 21	Subsidiaries of the Registrant
Exhibit 23	Consent of Independent Registered Public Accounting Firm
Exhibit 31(a)	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Thomas E. Gottwald
Exhibit 31(b)	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Fiorenza
Exhibit 32(a)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Thomas E. Gottwald
Exhibit 32(b)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by David A. Fiorenza

* Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EX-4.3

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 1, 2004, among NewMarket Corporation, a Virginia corporation (“NewMarket”), Afton Chemical SPRL, a société privée à responsibilité limitée organized under the laws of the Kingdom of Belgium and an indirect wholly-owned subsidiary of NewMarket (the “Guaranteeing Subsidiary”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, Ethyl Corporation, a Virginia corporation and wholly-owned subsidiary of NewMarket (“Ethyl”), has heretofore executed and delivered to the Trustee an indenture, dated as of April 30, 2003 (the “Initial Indenture”), providing for the issuance of 8.875% Senior Notes due 2010 (the “Notes”); and

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of March 5, 2004 (the “Plan of Merger”), by and among NewMarket, Ethyl and Ethyl Merger Sub, Inc., a wholly-owned subsidiary of NewMarket, NewMarket became the holding company for Ethyl effective as of June 18, 2004 (the “Holding Company Formation”); and

WHEREAS, pursuant to the Supplemental Indenture, dated as of June 18, 2004 (the “Supplemental Indenture” and together with the Initial Indenture, the “Indenture”), among NewMarket, Ethyl, the Guaranteeing Subsidiaries (as defined therein), the other Guarantors named on the signature pages thereto and the Trustee, NewMarket agreed to assume all of Ethyl’s obligations under the Indenture and the Notes; and

WHEREAS, the Board of Directors of Ethyl has determined that it is in the best interests of Ethyl and its shareholders that, following the effectiveness of the Holding Company Formation, Ethyl effectuate an internal restructuring to better align its lines of businesses among its subsidiaries (the “Internal Reorganization”); and

WHEREAS, in connection with the Internal Restructuring, Ethyl has created the Guaranteeing Subsidiary as an indirect wholly-owned subsidiary; and

WHEREAS, in accordance with Section 4.17 of the Indenture, the Guaranteeing Subsidiary has agreed to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of NewMarket’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, NewMarket, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of NewMarket hereunder or thereunder, that:

(i) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or

otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of NewMarket to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against NewMarket, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of NewMarket, any right to require a proceeding first against NewMarket, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to NewMarket, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either NewMarket or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

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4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than NewMarket or another Guarantor unless:

(i) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(ii) either (A) subject to Sections 10.04 and 10.05 of the Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Note Guarantee on the terms set forth herein or therein; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation, Section 4.10 thereof.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by NewMarket and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Articles 4 and 5 and Section 10.05 of Article 10 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into NewMarket or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to NewMarket or another Guarantor.

5. RELEASES.

(a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of NewMarket, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by NewMarket to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by NewMarket in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.

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6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of NewMarket or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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 SEC that such a waiver is against public policy.

7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and NewMarket.

[Signature page follows]

4

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

AFTON CHEMICAL SPRL
By:	/s/ Trevor J. Gigg
Name:	Trevor J. Gigg
Title:	Business Manager
NEWMARKET CORPORATION
By:	/s/ David A. Fiorenza
Name:	David A. Fiorenza
Title:	Vice President and Treasurer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	Joseph P. O’Donnell
	Authorized Signatory

5

EX-4.4

Exhibit 4.4

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of November 2, 2004, among NewMarket Corporation, a Virginia corporation (“NewMarket”), Old Town LLC, a Virginia limited liability company and an indirect wholly-owned subsidiary of NewMarket (the “Guaranteeing Subsidiary”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, Ethyl Corporation, a Virginia corporation and wholly-owned subsidiary of NewMarket (“Ethyl”), has heretofore executed and delivered to the Trustee an indenture, dated as of April 30, 2003 (the “Initial Indenture”), providing for the issuance of 8.875% Senior Notes due 2010 (the “Notes”); and

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of March 5, 2004 (the “Plan of Merger”), by and among NewMarket, Ethyl and Ethyl Merger Sub, Inc., a wholly-owned subsidiary of NewMarket, NewMarket became the holding company for Ethyl effective as of June 18, 2004 (the “Holding Company Formation”); and

WHEREAS, pursuant to the Supplemental Indenture, dated as of June 18, 2004 (the “Supplemental Indenture” and together with the Initial Indenture, the “Indenture”), among NewMarket, Ethyl, the Guaranteeing Subsidiaries (as defined therein), the other Guarantors named on the signature pages thereto and the Trustee, NewMarket agreed to assume all of Ethyl’s obligations under the Indenture and the Notes; and

WHEREAS, NewMarket Services Corporation, a Virginia corporation and wholly owned subsidiary of NewMarket (“NewMarket Services”) acquired all of the outstanding membership units of Old Town LLC, a Virginia limited liability company (“Old Town”); and

WHEREAS, the Indenture provides that certain newly organized or newly acquired subsidiaries of NewMarket shall execute and deliver to the Trustee a supplemental indenture pursuant to which such subsidiary shall unconditionally guarantee all of NewMarket’s obligations under the Notes and the Indenture; and

WHEREAS, in accordance with Section 4.17 of the Indenture, the Guaranteeing Subsidiary has agreed to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of NewMarket’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, NewMarket, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of NewMarket hereunder or thereunder, that:

(i) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or

otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of NewMarket to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against NewMarket, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of NewMarket, any right to require a proceeding first against NewMarket, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to NewMarket, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either NewMarket or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

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4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than NewMarket or another Guarantor unless:

(i) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(ii) either (A) subject to Sections 10.04 and 10.05 of the Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Note Guarantee on the terms set forth herein or therein; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation, Section 4.10 thereof.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by NewMarket and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Articles 4 and 5 and Section 10.05 of Article 10 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into NewMarket or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to NewMarket or another Guarantor.

5. RELEASES.

(a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of NewMarket, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by NewMarket to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by NewMarket in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.

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6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of NewMarket or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Third Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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 SEC that such a waiver is against public policy.

7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8. COUNTERPARTS. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

10. 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 recitals are made solely by the Guaranteeing Subsidiary and NewMarket.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.

OLD TOWN LLC
By:	/s/ Bruce R. Hazelgrove, III
Name:	Bruce R. Hazelgrove, III
Title:	Manager
NEWMARKET CORPORATION
By:	/s/ Thomas E. Gottwald
Name:	Thomas E. Gottwald
Title:	President and Chief Executive Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	Joseph P. O’Donnell
	Authorized Signatory

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EX-4.8

Exhibit 4.8

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 7, 2007, among NewMarket Corporation, a Virginia corporation (the “Company”), NewMarket Development Corporation, a Virginia corporation and a wholly-owned subsidiary of the Company (“NewMarket Development”), Foundry Park I, LLC, a Virginia limited liability company and a wholly-owned subsidiary of the Company (“Foundry Park I”), Foundry Park II, LLC, a Virginia limited liability company and a wholly-owned subsidiary of the Company (“Foundry Park II”), Gamble’s Hill, LLC, a Virginia limited liability company and a wholly-owned subsidiary of the Company (“Gamble’s Hill”), Gamble’s Hill Tredegar, LLC, a Virginia limited liability company and a wholly-owned subsidiary of the Company (“Gamble’s Hill Tredegar”), Gamble’s Hill Lab, LLC, a Virginia limited liability company and a wholly-owned subsidiary of the Company (“Gamble’s Hill Lab”), Gamble’s Hill Landing, LLC, a Virginia limited liability company and a wholly-owned subsidiary of the Company (“Gamble’s Hill Landing”), and Gamble’s Hill Third Street, LLC, a Virginia limited liability company and a wholly-owned subsidiary of the Company (“Gamble’s Hill Third Street”) (each of NewMarket Development, Foundry Park I, Foundry Park II, Gamble’s Hill, Gamble’s Hill Tredegar, Gamble’s Hill Lab, Gamble’s Hill Landing and Gamble’s Hill Third Street being referred to individually as a “Guaranteeing Subsidiary,” and collectively as the “Guaranteeing Subsidiaries”) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 12, 2006 providing for the issuance of 7.125% Senior Notes due 2016 (the “Notes”); and

WHEREAS, the Company has caused the formation of the Guaranteeing Subsidiaries as wholly-owned subsidiaries of the Company to hold certain real estate property; and

WHEREAS, the Indenture provides that certain newly organized or newly acquired subsidiaries of the Company or any of its Restricted Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which such subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture; and

WHEREAS, in accordance with Section 4.17 of the Indenture, each of the Guaranteeing Subsidiaries has agreed to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantees and in the Indenture including but not limited to Article 10 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, manager, employee, incorporator, shareholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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 Securities and Exchange Commission that such a waiver is against public policy.

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

NEWMARKET CORPORATION
By:	/s/ Thomas E. Gottwald
Name:	Thomas E. Gottwald
Title:	President
NEWMARKET DEVELOPMENT CORPORATION
By:	/s/ Bruce R. Hazelgrove, III
Name:	Bruce R. Hazelgrove, III
Title:	Vice President

FOUNDRY PARK I, LLC FOUNDRY PARK II, LLC GAMBLE’S HILL, LLC GAMBLE’S HILL TREDEGAR, LLC GAMBLE’S HILL LAB, LLC GAMBLE’S HILL LANDING, LLC GAMBLE’S HILL THIRD STREET, LLC
By:	NEWMARKET DEVELOPMENT CORPORATION, Manager
	By:	/s/ Bruce R. Hazelgrove, III
	Name:	Bruce R. Hazelgrove, III
	Title:	Vice President

WELLS FARGO BANK, N.A., as Trustee
By:	/s/ Timothy P. Mowdy
	Authorized Signatory

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EX-10.2

Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Exhibit 10.2

DEED OF LEASE AGREEMENT

by and between

FOUNDRY PARK I, LLC, a Virginia limited liability company

(“Landlord”)

and

MEADWESTVACO CORPORATION, a Delaware corporation

(“Tenant”)

dated

January 11, 2007

TABLE OF CONTENTS

		Page
1.	Basic Terms and Definitions.	3
2.	Building and Demised Premises.	13
3.	Security Deposit.	15
4.	Term.	15
5.	Possession.	17
6.	Rental Payments.	21
7.	Base Rental.	23
8.	Additional Rental.	24
9.	Operating Expenses.	25
10.	Payments.	30
11.	Interest.	31
12.	Use Rules; Hazardous Substances.	31
13.	Repairs by Landlord and Alterations by Tenant.	33
14.	Repairs by Tenant.	37
15.	Landlord’s Right of Entry.	37
16.	Insurance.	38
17.	Waiver of Subrogation.	40
18.	Tenant’s Default.	40
19.	Waiver of Breach.	43
20.	Assignment and Subletting.	43
21.	Destruction.	46
22.	Removal of Fixtures, Equipment and Effects.	50
23.	Services by Landlord.	51
24.	Attorneys’ Fees.	52
25.	Time.	53
26.	Subordination and Attornment.	53
27.	Cumulative Rights.	55
28.	Holding Over.	56
29.	Surrender of Premises.	56
30.	Notices.	56
31.	Damage or Theft of Personal Property.	57
32.	Eminent Domain.	57
33.	Parties.	60
34.	Reciprocal Indemnification Provisions.	60
35.	Force Majeure.	60
36.	Landlord’s Liability.	61
37.	Landlord’s Covenant of Quiet Enjoyment.	61
38.	Lease.	62
39.	Submission of Lease.	62
40.	Severability.	62
41.	Entire Agreement.	62
42.	Governing Law.	62
43.	Headings.	62

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44.	Exhibits and Recitals.	62
45.	Extension Options.	63
46.	Expansion Site.	65
47.	Tenant’s Purchase Rights.	66
48.	Rights of First Offer to Lease.	68
49.	Right of First Refusal to Lease.	70
50.	Parking.	71
51.	Building Signage and Directory Listings.	72
52.	Furnishing of Financial Information.	73
53.	Landlord’s Default.	73
54.	Short Form.	74
55.	Building Security.	75
56.	Brokers and Advisors Fees.	75
57.	Development of Foundry Park.	75
58.	Building Name.	80
59.	Counterparts.	81

EXHIBITS
Exhibit A	Real Property Description
Exhibit A-1	Plat of Foundry Park
Exhibit B	Conceptual Site Plan
Exhibit C	Supplemental Agreement
Exhibit D	Work Letter
	Schedule A: Concept Design Drawings
	Schedule B: Scope of Work
	Schedule C: Approved Schedule
	Schedule D: Final Certification Form
Exhibit E	Building Standard Services
Exhibit F	Rules and Regulations
Exhibit G	Form Subordination, Non-Disturbance and Attornment Agreement
Exhibit H	Tenant’s List of Competitors

ii

Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

DEED OF LEASE AGREEMENT

THIS DEED OF LEASE AGREEMENT (this “Lease”), is made and entered into this 11 day of January 2007 (the “Effective Date”), by and between Landlord and Tenant.

W I T N E S S E T H :

For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, receipt of which is hereby recognized by the parties, Landlord and Tenant hereby covenant and agree as follows:

Landlord, in consideration of the covenants and agreements to be performed by Tenant, and upon the terms and conditions of this Lease, does hereby rent and lease to Tenant, and Tenant does hereby rent and lease from Landlord, the Demised Premises, together with any and all appurtenances thereto, including without limitation, the non-exclusive right to use the Project Common Areas, the Building Parking Facilities, the access road located within Foundry Park running between South Fifth Street and South Seventh Street as shown on the Conceptual Site Plan, all points of access located within Foundry Park from the Building to any public right of way and the common accessways, walkways, driveways and plazas within Foundry Park, all in accordance with the terms and provisions of this Lease.

The definitions of certain of the terms used hereinafter with capital letters are set forth in Article 1 hereof.

RECITALS

A. Landlord, Foundry Park II and their Affiliates intend to construct and develop an office park and mixed-use development named “Foundry Park” in the City of Richmond, Virginia on the Real Property and on the Foundry Park II Parcel. The boundaries of the Real Property are set forth in the description attached hereto as Exhibit A and the boundaries of Foundry Park are set forth in the plat attached hereto as Exhibit A-1, the boundaries of the Foundry Park II Parcel being identified as “Parcel B” thereon.

B. The Building, the Building Parking Facilities and the Site Work will be designed and constructed in accordance with the Work Letter and the Plans and Specifications.

1. Basic Terms and Definitions.

1.1 Basic Terms. For the convenience of the parties, certain basic terms of this Lease are set forth in this Article 1.1. The provisions of this Article 1.1 are subject to and shall be interpreted in light of the remaining terms and conditions of this

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Lease. To the extent that the terms of this Article 1.1 differ from the other terms and conditions of this Lease, the other terms and conditions of this Lease are to govern.

1.1.1	Landlord: Foundry Park I, LLC, a Virginia limited liability company
1.1.2	Landlord’s Address: c/o New Market Corporation 300 South Fourth Street 2nd Floor Richmond, Virginia 23219
1.1.3	Tenant: MeadWestvaco Corporation, a Delaware corporation
1.1.4	Tenant’s Address:
	Pre-Occupancy MeadWestvaco Corporation 11013 West Broad Street Glen Allen, Virginia 23060 Attention: Corporate Secretary
	Post-Occupancy The Building Address Attention: Corporate Secretary
1.1.5	Building Address: To be confirmed in the Supplemental Agreement
1.1.6	Net Rentable Area within the Demised Premises: Approximately 310,607 rentable square feet, subject to final determination and adjustment as provided in this Lease.
1.1.7	Net Rentable Area of the Building: Approximately 310,607 rentable square feet, subject to final determination and adjustment as provided in this Lease.

4

Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

1.1.8

Lease Term: Beginning on the Full Rent Commencement Date and ending on the Lease Expiration Date as more particularly set forth in Article 4.1 hereof and subject to extension as provided in Article 45 hereof.

1.1.9

Base Rental: Base Rental rates shall be structured on a [***]. Base Rental shall be equal to the product of the Landlord’s Cost multiplied by the Rent Constant, and shall be payable in equal monthly installments, except as otherwise expressly provided in this Lease; provided, however, that Base Rental shall be reduced if Tenant exercises its contraction or early termination rights as more particularly set forth herein. The Base Rental shall escalate [***] percent ([***]%) each Lease Year on the anniversary of the Full Rent Commencement Date over the previous Lease Year’s Base Rental Rate.

1.2 Definitions. For the purpose of this Lease, the following terms shall have the meanings ascribed to them in this Lease and capitalized terms not otherwise expressly defined herein shall have the meaning ascribed to them in the Work Letter attached hereto as Exhibit D.

Affiliate: Any corporation, limited liability company or partnership that is more than fifty percent (50%) owned by Tenant, Landlord or Foundry Park II, as applicable, or that directly or indirectly controls, is controlled by or is under common control of Tenant, Landlord or Foundry Park II, as applicable.

Amenity Uses: Is defined in Article 57.1.4 hereof.

Anchor Tenant: The tenant with the largest Net Rentable Area in each building, other than the Building, located within Foundry Park.

Approval, Approve, or Approved: Is defined in Section 1.1(c) of the Work Letter.

Base Building Work: Is defined in Section 1.1(i) of the Work Letter.

Base Rental: Is defined in Article 7 hereof.

Base Year: Is defined in Article 8.4 hereof.

Brokers: Is defined in Article 56 hereof.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Building: That certain high-rise office building that is currently planned for ten (10) stories (subject to Tenant’s expansion or contraction rights set forth herein) to be constructed on the Real Property, all as more particularly described in the Work Letter and documents referenced therein.

Building Common Areas: All hallways, lobbies, corridors, elevators, entrances and exits, restrooms, stairways and other similar areas within the Building and the Building Parking Facilities, excluding the Demised Premises, that are for the common use of all tenants of the Building, provided that for so long as Tenant is the sole tenant of the Building, such areas are to be for the exclusive use of Tenant; provided, however, that Landlord shall have the right to access and use such areas in accordance with the terms of this Lease.

Building Operating Hours: During the Lease Term, from 7:00 a.m. to 7:00 p.m. on Monday through Friday (excluding legal holidays) and from 8:00 a.m. to 1:00 p.m. on Saturday (excluding legal holidays). There will be no Building Operating Hours on Sundays or legal holidays and Landlord shall not be obligated to maintain or operate the Building at such times, except as provided in this Lease, unless special arrangements are made by Tenant. Notwithstanding anything in the foregoing to the contrary, Tenant shall have access to and use of the Demised Premises, including but not limited to, essential services such as electricity, heating and air conditioning, on a twenty-four (24) hours per day, seven (7) days per week basis, provided that Tenant shall be subject to such actual and direct costs incurred by Landlord in providing such services outside the Building Operating Hours pursuant to Article 23 and Exhibit E of this Lease.

Building Parking Facilities: Those certain eight (8) levels of parking located on the Real Property initially containing at least one thousand fifty (1,050) parking spaces as shown on the Concept Design Drawings attached to the Work Letter as Schedule A. Prior to January 31, 2007, Tenant may reduce the number of planned parking spaces, subject to all applicable laws, statutes, rules, ordinances, regulations, covenants and restrictions, upon consultation with and approval from Landlord, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, it shall be deemed reasonable for Tenant to reduce the number of planned parking spaces to as few as two and one-half (2 ¹/2) spaces per one thousand (1,000) square feet of Net Rentable Area of the Building, provided such reduction is in accordance with all applicable laws, statutes, rules, ordinances, regulations, covenants and restrictions.

Building Standard Services: Is defined in Exhibit E attached hereto.

CADD: Is defined in Article 2.2 hereof.

Casualty: Is defined in Article 21 hereof.

Clerk’s Office: Is defined in Article 54 hereof.

Commencement Date: Is defined in Article 5.1 hereof.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Conceptual Site Plan: The Site Plan for Foundry Park attached hereto as Exhibit B.

Contraction Space: Is defined in Article 4.3 hereof.

Damage Date: Is defined in Article 21.1 hereof.

Delivery Date: Is defined in Article 5.1.1 hereof.

Demised Premises: All of the Net Rentable Area on the ten (10) floors of the Building (subject to Tenant’s expansion and contraction rights set forth herein).

Design Development Documents: Is defined in Section 1.1(p) of the Work Letter.

Determination Rate: A variable rate of interest equal to the Prime Rate plus [***] percent ([***]%), but in no event exceeding the legal limits for interest enforceable under applicable law.

Effective Date: Is defined in the Preamble of this Lease.

Environmental Laws: Means any federal, state or local statutes, laws, rules, regulations, ordinances, codes, policies or rules of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretations thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Substances.

Environmental Report: Is defined in Article 12.2 hereof.

Estimated Base Rental: Is defined in Article 6.2 hereof.

Excusable Delays: Is defined in Section 1.1(t) of the Work Letter.

Expansion Space: Is defined in Article 46 hereof.

Expansion Work: Is defined in Article 46 hereof.

First Extended Term: Is defined in Article 45.1 hereof.

First Contraction Right: Is defined in Article 4.3 hereof.

Floor Commencement Date: Is defined in Article 5.1.1 hereof.

Foundry Park: Is defined in the Recitals of this Lease.

Foundry Park II: Is defined in Article 37 of this Lease.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Foundry Park II Common Areas: Means and includes all driveways and roadways now or hereafter located within the Foundry Park II Parcel, all plaza areas and walkways now or hereafter located within the Foundry Park II Parcel, all utility lines, pipes, wires, cables and other utility facilities now or hereafter located within and serving the Foundry Park II Parcel or otherwise exclusively serving the Foundry Park II Parcel (except such utility facilities serving specific tenants), any retention or detention facilities now or hereafter serving the Foundry Park II Parcel, any storm and sanitary sewers, culverts, drains, headwalls, manholes and related equipment now or hereafter located within the Foundry Park II Parcel, all grounds and landscaping within the Foundry Park II Parcel, the auto court and any other portions of the Foundry Park II Parcel that Landlord shall from time to time designate as part of the Foundry Park II Common Areas for the general use of all of the occupants of the Foundry Park II Parcel.

Foundry Park II Parcel: That certain parcel of real property contiguous to the Real Property constituting approximately three and eight hundred ninety-six one thousandths (3.896) acres located in Foundry Park in the City of Richmond, Virginia, as more particularly described as Parcel B in Exhibit A-1 attached hereto.

Full Rent Commencement Date: Is defined in Article 6.2 hereof.

GAAP: United States generally accepted accounting principles as in effect from time to time, consistently applied throughout the specified period.

Hazardous Substances: Are (i) any hazardous, toxic or dangerous substance, waste or material as defined by any Environmental Law, (ii) any other pollutant, contaminant, hazardous substance, solid waste, hazardous waste, particulate matter, airborne or otherwise, chemical waste, crude oil or any fraction thereof, radioactive waste, petroleum or petroleum-derived substance or waste, asbestos, PCBs, radon gas, all forms of natural gas, or any hazardous or toxic constituent of any of the foregoing, whether such substance is in liquid, solid or gaseous form.

HVAC: Is defined in Article 6.2 hereof.

Improvement Allowance: Is defined in Section 1.1(w) of the Work Letter.

Landlord: Foundry Park I, LLC, a Virginia limited liability company.

Landlord Contractor Phased Delivery of the Building: Is defined in Article 5.1.2 hereof.

Landlord Indemnities:	Is defined in Article 34 hereof.
Landlord’s Address:	c/o New Market Corporation
	300 South Fourth Street
	2nd Floor
	Richmond, Virginia 23219

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

or such other address as Landlord may designate from time to time by written notice to Tenant in accordance with Article 30 hereof.

Landlord’s Contractor: Whiting-Turner Contracting Company.

Landlord’s Cost: Is defined in Section 1.1(aa) of the Work Letter.

Lease: Is defined in the preamble to this Lease.

Lease Expiration Date: The Lease Term shall end at 11:59 p.m. (local Richmond, Virginia time) on the day prior to the day that is six (6) months after the thirteenth (13^th) anniversary of the Full Rent Commencement Date, unless the Full Rent Commencement Date shall not be the first day of a calendar month; and, in such latter event the Lease Term shall end at 11:59 p.m. (local Richmond, Virginia time) on the last day of the calendar month in which the day that is prior to the day that is six (6) months after of the thirteenth (13^th) anniversary of the Full Rent Commencement Date occurs, provided that the Lease Term shall be subject to extension as provided in Article 45 hereof.

Lease Term: Is defined in Article 4.1 hereof.

Lease Year: Lease Year shall mean each successive twelve (12) month period during the Lease Term beginning on the Full Rent Commencement Date, or if the Full Rent Commencement Date is not the first day of the calendar month, then the Lease Year shall consist of the first twelve (12) consecutive full calendar months of this Lease plus the remaining calendar days in the month in which the Full Rent Commencement Date occurs.

Milestones: Is defined in Section 3.2(a) of the Work Letter.

Mortgage: Is defined in Article 26.2 hereof.

Mortgagee: Is defined in Article 26.2 hereof.

Net Rentable Area: Is defined and shall be determined based on the BOMA Z65.1 1996 standards for measuring office space.

Notice Date: Is defined in Article 21.1.2 hereof.

Offer Notice: Is defined in Article 49.1 hereof.

Offered Property: Is defined in Article 47.1 hereof.

Offered Space: Is defined in Articles 48 and 49 hereof.

Open for Business Date: Is defined in Article 5.1.1 hereof.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Operating Costs: Is defined in Articles 9.2 and 9.3 hereof.

Operating Expenses: Is defined in Article 9.1 hereof.

Plans and Specifications: Is defined in Section 1.1(ll) of the Work Letter.

Prime Rate: A variable rate of interest equal to the “prime rate” as published from time to time by the Wall Street Journal, or a similar industry standard publication or agency, as its prime rate.

Project: The Building; the Real Property; the Building Parking Facilities; any walkways or other means of access to the Building and the Building Parking Facilities located on the Real Property; all Project Common Areas, including any lobbies or plazas; and any other improvements or landscaping on the Real Property, as such Project may be changed or altered in accordance with the terms of this Lease.

Project Architect: MSTSD, Inc., or such other architect as Landlord may designate by notice to Tenant in accordance with Article 30 hereof.

Project Common Areas: Means and includes all driveways and roadways now or hereafter located within the Project, all plaza areas and walkways now or hereafter located within the Project, all utility lines, pipes, wires, cables and other utility facilities now or hereafter located within and serving the Project or otherwise exclusively serving the Demised Premises (except such utility facilities serving specific tenants), any retention or detention facilities now or hereafter serving the Project, any storm and sanitary sewers, culverts, drains, headwalls, manholes and related equipment now or hereafter located within the Project, all grounds and landscaping within the Project, all covered walkways or other means of access to the Building and the Building Parking Facilities located within or directly serving the Project, the Building Common Areas and any other portions of the Project that Landlord shall from time to time designate as part of the Project Common Areas for the general use of all of the occupants of the Building; provided, however, that Landlord must obtain Tenant’s Approval before any portion of the Project not considered Project Common Areas as of the Effective Date becomes part of the Project Common Areas, which Approval may not be unreasonably withheld, conditioned or delayed.

Proposed Lease: Is defined in Article 49 hereof.

Proposed Tenant: Is defined in Articles 48 and 49 hereof.

Punch List Items: Is defined in Section 3.3(h) of the Work Letter.

Real Property: That certain real property constituting approximately three and one hundred fifty-five one thousandths (3.155) acres located in Foundry Park in the City of Richmond, Virginia, as more particularly described in Exhibit A and Exhibit A-1 attached hereto. The location of the as-built Building on the Real Property shall be

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

confirmed by a revision to the ALTA Survey that was prepared on behalf of Landlord as of the Effective Date. Such revision shall be prepared on behalf of Landlord, shall be reasonably acceptable to Tenant and shall be delivered to Tenant on or before the date the Supplemental Agreement is executed by both parties.

Refurbishment Allowance. Is defined in Section 1.1(pp) of the Work Letter.

Rent: Base Rental, Estimated Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental, and any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including without limitation any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant.

Rent Commencement Date: Is defined in Article 6.2 hereof.

Rent Constant: [***] percent ([***]%), which is not subject to change except for the Expansion Space as set forth in Article 46.

Response Period: Is defined in Article 47.1.1 hereof.

Restrictions: Is defined in Article 57 hereof.

Right of First Refusal: Is defined in Article 49 hereof.

Rules and Regulations: Those Rules and Regulations attached hereto as Exhibit F as the same may be reasonably modified or supplemented and noticed in writing to Tenant from time to time by Landlord in accordance with Article 12.1 hereof.

Sales Offer Notice: Is defined in Article 47.1.1 hereof.

Schematic Base Building Plans: Is defined in Section 1.1(rr) of the Work Letter.

Second Contraction Right: Is defined in Article 4.3 hereof.

Second Extended Term: Is defined in Article 45.3 hereof.

Site Work: Is defined in Section 1.1(tt) of the Work Letter.

Special Secured Areas: Is defined in Article 15 hereof.

Substantial Completion and Substantially Complete: Are defined in Section 1.1(uu) of the Work Letter.

Successor: Is defined in Article 20.2 hereof.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Supplemental Agreement: A Supplemental Agreement substantially in the form of Exhibit C attached hereto specifying the Building Address, the Commencement Date, the Rent Commencement Date, the Full Rent Commencement Date, the Lease Expiration Date, Base Rental, the percentage difference between the Ten Year Treasury Note Rate and the Rent Constant, the Net Rentable Area of the Building and the Net Rentable Area within the Demised Premises, and attached to the Supplemental Agreement shall be the final floor plans of the Building. The Supplemental Agreement shall be executed by Landlord and Tenant in accordance with Article 4 hereof.

Taxes: Is defined in Article 9.2.10 hereof.

Tenant: MeadWestvaco Corporation, a Delaware corporation.

Tenant Alterations: Improvements, alterations or additions to the Demised Premises performed by or on behalf of Tenant; provided, however, Tenant Alterations shall specifically exclude the Tenant Improvements.

Tenant Contractor Phased Delivery of the Building: Is defined in Article 5.1.1 hereof.

Tenant Delay: Is defined in Section 1.1(vv) of the Work Letter.

Tenant Improvement Cost: Is defined in Section 1.1(ww) of the Work Letter.

Tenant Improvements: Is defined in Section 1.1(yy) of the Work Letter.

Tenant Indemnities: Is defined in Article 34 hereof.

Tenant’s Additional Rental: Is defined in Article 8.2 hereof.

Tenant’s Address: (See Article 1.1.4) or to such other address as Tenant may designate from time to time by written notice to Landlord in accordance with Article 30 hereof.

Tenant’s Architect: The architect or interior design consultant Tenant designates by written notice to Landlord in accordance with Article 30 hereof.

Tenant’s Forecast Additional Rental: Is defined in Article 8.1 hereof.

Tenant’s Notice: Is defined in Article 49.1 hereof.

Tenant’s Response: Is defined in Article 47.1.1 hereof.

Ten Year Treasury Note Rate: A variable rate of interest equal to the Ten Year U.S. Treasury Constant Maturity Rate as published from time to time by the U.S. Department of the Treasury.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Termination Date: Is defined in Article 4.2 hereof.

Terminated Space: Is defined in Article 4.2 hereof.

Turnover Date: Is defined in Article 5.1.2 hereof.

Valuing Brokers: Is defined in Article 45.2 hereof.

Work Letter: That certain Work Letter attached hereto as Exhibit D.

2. Building and Demised Premises.

2.1 Building. The Building in which the Demised Premises shall be located shall be constructed by Landlord on the Real Property at the location depicted on the Conceptual Site Plan attached hereto as Exhibit B and in accordance with this Lease and all exhibits hereto. Prior to January 31, 2007, Tenant shall have the right to expand or contract the Building by up to two (2) floors during the Building design phase as set forth in the Work Letter. The floor area for the Building shall be calculated based on the approved design by Tenant as set forth in the Work Letter.

2.2 Demised Premises. The Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building shall be measured by Landlord or its designated agent using the Computer Aided Drafting and Design (“CADD”) system based on BOMA Z65.1 1996 requirements (as opposed to field surveys) as soon as practicable during or after the construction of the Building. Landlord shall notify Tenant in writing of Landlord’s determination of such measurements and the calculation of the Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building promptly following such measurements, and such measurements shall be confirmed by Landlord and Tenant pursuant to the provisions of Article 2.3 hereof. The parties agree that if there arises a dispute as to any rights, obligations or abatements arising under Articles 2.1, 2.2 or 2.3, such dispute shall first be submitted to non-binding mediation for resolution, the format for such mediation to be reasonably acceptable to both parties. The costs of such non-binding mediation shall be shared equally by Landlord and Tenant.

2.3 Confirmation of Demised Premises. In accordance with Article 4 and Article 6, and in addition to those items set forth in Article 4, Landlord and Tenant agree to execute the Supplemental Agreement and include the following:

2.3.1 Confirm the size, location and configuration of the Demised Premises and attach “as-built” construction documents for the Base Building Work and Tenant Improvements; and

2.3.2 Confirm the Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building. All measurements shall be made in accordance with Article 2.2; provided, however, that either party shall have the right,

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

within thirty (30) days following the delivery of written notice of such measurement to Tenant, to request field surveys by the Project Architect (the cost of which shall be paid solely by the requesting party), and, if such field surveys reveal that the total Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building, as determined based upon Landlord’s CADD measurements and BOMA Z65.1 1996 requirements, was incorrect by more than one-half of one percent (0.5%), then the Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building, as the case may be, shall be corrected based upon the measurements determined by the Project Architect; provided, however, that within thirty (30) days following the delivery to Tenant of written notice of the Project Architect’s measurements, Tenant, at its sole cost and expense, may elect to have Tenant’s Architect determine such measurements. If one of the parties elected to have the Project Architect perform field surveys and the Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building, as determined based upon Tenant’s Architect’s measurements, differs at all from the total Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building based upon the Project Architect’s measurements, then the final determination of the Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building shall be made based on the measurements chosen by an independent architect jointly selected by Landlord and Tenant, provided that such independent architect shall be limited to choosing either (i) the Project Architect’s measurements or Landlord’s CADD measurements, as the case may be, or (ii) the measurements of Tenant’s Architect, whichever measurements such independent architect shall believe to be more nearly correct. The fees and expenses of the independent architect shall be shared equally by Landlord and Tenant. Landlord and Tenant do hereby agree that the architects referred to in this Article 2.3.2 shall make only measurements of the respective areas and the parties will determine together the final Net Rentable Area within the Demised Premises and the final Net Rentable Area of the Building based upon the provisions of this Lease.

2.4 Landlord Reservations.

2.4.1 Tenant shall permit Landlord to install, use and maintain pipes, ducts and conduits within or through the Demised Premises, or through the walls, columns and ceilings therein, provided that the installation work is performed at such times and by such methods as will not reduce the Net Rentable Area within the Demised Premises or unreasonably interfere with Tenant’s use and occupancy of the Demised Premises or damage the appearance thereof. Any plans and specifications showing such work and the contractor performing such work, now or in the future, shall have Tenant’s Approval, such Approval not to be unreasonably withheld, conditioned or delayed, and such contractor shall carry such insurance as would reasonably be expected for the work being conducted with endorsements naming Tenant as an additional insured thereunder as its interests may appear.

2.4.2 The exercise of any right reserved to Landlord under this Article 2.4 shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Rent (except as specifically provided herein), or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or Landlord’s agents.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

3. Security Deposit.

None required.

4. Term.

4.1 Lease Term. The term of this Lease (the “Lease Term”) shall commence on the Full Rent Commencement Date and, unless sooner terminated or extended as provided in this Lease, shall end on the Lease Expiration Date; provided, however, that the Lease Term shall be subject to extension as provided in Article 45 hereof. Promptly after obtaining all information required to be included in the Supplemental Agreement, Landlord and Tenant shall execute the Supplemental Agreement. Notwithstanding the foregoing, upon the Delivery Date or Turnover Date, as the case may be, for any floor of the Building or such earlier access date provided for in Article 5.3 hereinafter, Tenant and Landlord, where applicable, shall abide by the terms and conditions of this Lease, as if the Lease Term had already commenced, except that Tenant shall have no obligation to pay Rent or any portion thereof until it becomes due in accordance with Article 6 hereof.

4.2 Early Termination. Provided Tenant is not then in default beyond any applicable notice and cure periods under the terms of this Lease, beginning on [***], Tenant shall have the on-going right to terminate this Lease. Tenant shall deliver to Landlord prior written notice of Tenant’s intent to terminate the Lease, and termination shall become effective on the date that is [***] ([***])[***] after Tenant’s delivery of such notice (the “Termination Date”). Tenant shall have the right to terminate this Lease with respect to all or any portion of the Demised Premises (the “Terminated Space”), provided, however, that if Tenant terminates this Lease with respect to only a portion of the Demised Premises, the space being terminated must be on a full floor basis. At the time Tenant delivers its notice of early termination to Landlord and as a pre-condition to the effectiveness of such notice, Tenant shall pay to Landlord an amount equal to [***], both dates being inclusive for purposes of calculating [***]. The cost of all unamortized Tenant Improvements and brokerage commissions are embedded in [***] and therefore are embedded into [***]. Tenant shall also be responsible for all [***] incurred in connection with such termination.

4.3 Contraction Right.

4.3.1 Provided Tenant is not then in default beyond any applicable notice and cure periods under the terms of this Lease, beginning on [***], Tenant shall have a one-time right (the “First Contraction Right”) to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises, provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space (as hereinafter defined)

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Tenant shall deliver to Landlord prior written notice of Tenant’s intent to contract the Demised Premises, and such contraction shall become effective on the date that is [***] ([***])[***] after Tenant’s delivery of such notice.

4.3.2 Subject to the same terms and conditions as set forth in Article 4.3.1 above and provided the Net Rentable Area of the Building, as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***] beginning on the [***], Tenant shall again have a one-time right (the “Second Contraction Right”) to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***])[***] of the Demised Premises, provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Notwithstanding the foregoing, in the event that Tenant does not exercise its First Contraction Right and the Net Rentable Area of the Building, as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***], as a part of its Second Contraction Right, Tenant shall have the right to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises; provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable.

4.3.3 Any such released space shall be deemed “Contraction Space” for purposes hereof. Promptly after receipt of Tenant’s notice of exercise of either the First Contraction Right or the Second Contraction Right, Landlord shall prepare, or cause to be prepared, and submit to Tenant preliminary plans for the construction of the demising walls and other necessary improvements consistent herewith, which preliminary plans shall include a proposed schedule for such construction. Within ten (10) business days after receipt of such preliminary plans, Tenant will either approve the same in writing or notify Landlord in writing of Tenant’s commercially reasonable objections. Upon receipt of Tenant’s notice of objections, Landlord will prepare or cause to be prepared revised preliminary plans to address such objections as Landlord deems commercially reasonable, and Landlord shall submit the revised preliminary plans to Tenant. Upon submittal to Tenant of the revised preliminary plans, and upon submittal of any further revisions, the procedures described above will be repeated until the preliminary plans are approved by Tenant. If the parties do not resolve such objections within thirty (30) business days from the date of Tenant’s initial receipt of the preliminary plans, the parties hereto agree to submit their dispute to non-binding mediation. If Tenant does not respond to Landlord in writing within any such ten (10) business day period, the preliminary plans for the proposed construction shall be deemed approved by Tenant. All costs and expenses for the preparation of such plans and for the construction in accordance therewith shall be included in Operating Expenses (solely chargeable to Tenant). In addition, such construction referenced in this Article 4.3.3 shall not avail Tenant of any abatement of Rent as provided in Article 15 hereof, provided such

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

plans are adhered to, subject to Excusable Delays and Tenant Delays. The Contraction Space shall be measured and calculated by Landlord using BOMA Z65.1 1996 standards (such reasonable fee to be included in Operating Expenses) for measuring office space and shall be subject to verification by Tenant’s Architect.

4.3.4 Upon the effective date of the release of such Contraction Space, Tenant shall pay Landlord an amount equal to [***] (including [***] and any [***]) attributable to the Contraction Space and brokerage commissions paid by Landlord on account of this Lease proportionate to such Contraction Space ([***] percent [***]%). Tenant shall also be responsible for all [***] in connection with such contraction.

4.3.5 In the event that Tenant elects to exercise either the First Contraction Right or the Second Contraction Right, Landlord and Tenant shall promptly execute an amendment to this Lease confirming same. Such amendment shall confirm the total square feet of the Net Rentable Area within the Demised Premises, the Base Rental and Tenant’s Forecast Additional Rental as adjusted to reflect the contraction of the Demised Premises.

4.3.6 In the event Tenant exercises either the First Contraction Right or Second Contraction Right, the selection by Landlord of office tenants to occupy the Contraction Space shall be subject to the requirements of Articles 57.1.2 and 57.3, but shall not be subject to Tenant’s Approval so long as each such office tenant is reasonably considered to be of a quality consistent with other first-class tenants in Class “A” office buildings in downtown Richmond, Virginia.

4.3.7 Any reduction in the Demised Premises shall be deemed to be reduced pursuant to either the First Contraction Right or the Second Contraction Right, as applicable, and not pursuant to Tenant’s early termination right provided in Article 4.2 hereof, unless otherwise explicitly set forth by Tenant in writing.

5. Possession.

5.1 Delivery Date and Commencement Date.

5.1.1 If Tenant elects to use a contractor other than Landlord’s contractor (for purposes herein “Tenant’s contractor”) to construct the Tenant Improvements, then this Article 5.1.1 shall set forth the Commencement Date for this Lease and each Floor Commencement Date. The Building shall be turned over to Tenant in phases (in accordance with the phasing schedule set forth below) upon the Substantial Completion of the Base Building Work for each floor within such phase of the Building (the “Tenant Contractor Phased Delivery of the Building”). The actual date Tenant’s contractor is granted access to a floor to complete the Tenant Improvements in accordance with the terms of this Lease shall be known as such floor’s “Delivery Date”. The “Commencement Date” of this Lease shall occur upon the earlier to occur of either (a) the date that is six (6) months after the Delivery Date of Phase I (which anticipated date is set forth below and as provided in the immediately preceding sentence), i.e., the

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

date that is six (6) months after the date the initial phase (as set forth below) is turned over by Landlord to Tenant in accordance with the terms of this Lease, or (b) the date Tenant occupies and begins its beneficial interest in any floor of the Building (the “Open for Business Date”), i.e., the date Tenant opens for business on any floor of the Building. Thereafter, and notwithstanding the foregoing, the commencement date for each floor of the Building (a “Floor Commencement Date”) shall continue to occur on a floor by floor basis in accordance with the phasing schedule set forth below and the terms of this Lease until such time as this Lease has commenced with respect to one hundred percent (100%) of the Demised Premises. The Tenant Contractor Phased Delivery of the Building shall occur as follows such that access shall be granted to Tenant’s contractor for purposes of construction of the Tenant Improvements within such Phase:

Phase	Anticipated Delivery Date
Phase I — Floors B1 & B2	March 1, 2009
Phase II — Floors 1, 2 & 3	April 1, 2009
Phase III — Floors 4, 5 & 6	May 15, 2009
Phase IV — Floors 7 & 8	June 15, 2009
Phase V — Floors 9 & 10	July 1, 2009

5.1.2 If Tenant elects to use Landlord’s Contractor to construct the Tenant Improvements, then this Article 5.1.2 shall set forth the Commencement Date for this Lease and each Floor Commencement Date. The Building shall be turned over to Tenant in phases (in accordance with the phasing schedule set forth below) upon the Substantial Completion of the Base Building Work and the Tenant Improvements for each floor within such phase of the Building (the “Landlord Contractor Phased Delivery of the Building”). The actual date Tenant is granted access to a floor with the Base Building Work and the Tenant Improvements Substantially Completed in accordance with the terms of this Lease shall be known as such floor’s “Turnover Date”. The “Commencement Date” of this Lease shall occur upon the earlier to occur of either (a) the date that is sixty (60) days after the Turnover Date of Phase I (which anticipated date is set forth below and as provided in the immediately preceding sentence), i.e., the date that is sixty (60) days after the initial phase (as set forth below) is turned over by Landlord to Tenant in accordance with the terms of this Lease, or (b) the Open for Business Date for any floor in the Building. Thereafter, and notwithstanding the foregoing, each Floor Commencement Date shall continue to occur on a floor by floor basis in accordance with the phasing schedule set forth below and the terms of this Lease until such time as this Lease has commenced with respect to one hundred percent (100%) of the Demised Premises. The Landlord Contractor Phased Delivery of the Building shall occur as follows:

Phase	Anticipated Turnover Date
Phase I — Floors B1 & B2	July 1, 2009

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Phase II — Floors 1, 2 & 3	August 1, 2009
Phase III — Floors 4, 5 & 6	September 1, 2009
Phase IV — Floors 7 & 8	October 1, 2009
Phase V — Floors 9 & 10	November 1, 2009

5.1.3 Tenant shall have the right to reduce the number of phases in either the Landlord Contractor Phased Delivery of the Building or the Tenant Contractor Phased Delivery of the Building, as applicable, so long as (i) the Delivery Date or Turnover Date, as applicable, of such floors remain in sequential order as set forth in the tables above, (ii) no floor is required to be delivered prior to its referenced date set forth in the tables above, and (iii) Tenant provides written notification of such re-phasing to Landlord on or before December 31, 2007.

5.1.4 Whether Tenant elects to use Landlord’s Contractor or Tenant’s contractor, the failure of Tenant to take possession of or to occupy a floor of the Building upon its timely delivery in accordance with the above shall not serve to relieve Tenant of its obligations arising for each floor or delay the payment of Rent by Tenant for each floor, nor shall such failure serve to extend the Lease Term.

5.1.5 If Tenant elects to use Tenant’s contractor to complete the Tenant Improvements, upon delivery to Tenant by Landlord of Phase I (as set forth in Article 5.1.1), Tenant shall execute an agreement in a form mutually agreeable to Tenant and Landlord whereby Tenant agrees, on its behalf and on behalf of any of its agents, employees or contractors, to waive any claim for damage to any Tenant Improvements or to any equipment of Tenant and its authorized agents, employees and contractors that may be caused by rain, water or other weather related causes prior to the date the Building is water tight, as such date is provided on the Approved Schedule, attached as Schedule C to the Work Letter.

5.2 Acceptance. Upon each Floor Commencement Date, Tenant shall be deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such floor, and that such floor, except for Punch List Items, was in satisfactory condition as of the Floor Commencement Date for such floor; provided, however, that Landlord shall remain responsible for any damage caused to a floor Substantially Completed and delivered to Tenant resulting from Landlord’s Base Building Work or Tenant Improvement work, as the case may be, being conducted in the Building. Subject to the foregoing and except as may otherwise be expressly provided in the Work Letter, Tenant shall accept each floor of the Building on its respective Floor Commencement Date in its “AS-IS” condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions from any governmental authorities, and Landlord shall have no obligation to perform or pay for any repair or other work therein other than for the correction of latent defects, warranty items or completion of Punch List Items.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

5.3 Early Access.

5.3.1 If Tenant elects to use Landlord’s Contractor to construct the Tenant Improvements, Tenant and its authorized agents, employees and contractors shall, at all reasonable times during the thirty (30) day period prior to the Turnover Date for each floor as set forth in Article 5.1.2, have the right, at Tenant’s and Tenant’s agents’, employees’ and contractors’ own risk, expense and responsibility, to have access to such floor or space solely for the purpose of preparing such floor for Tenant’s Open for Business Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions from any governmental authorities, and provided that in so doing Tenant shall not unreasonably interfere with or delay the Base Building Work or Tenant Improvements to be performed by Landlord’s Contractor within such phase or floor or within any other floors within the Building. In connection with Tenant’s early access rights, Landlord covenants and agrees to provide Tenant and its authorized agents, employees and contractors with access (i) within the Building through such Building Commons Areas, including, without limitation, hallways, loading docks and elevators within the Building as are reasonably necessary to gain access to and from any floor delivered to Tenant pursuant to this Article 5 and (ii) to and from the Building over and across the Project Common Areas to any and all public rights of way sufficient for Tenant to construct the Demised Premises, such access rights being granted for the purposes of allowing Tenant to (A) complete construction of the Tenant Improvements, if applicable, (B) prepare to begin its beneficial interest in the Demised Premises, i.e., to open for business, and (C) obtain necessary temporary or permanent certificates of occupancy. Subject to the waivers of subrogation set forth in Article 17, if, upon Tenant’s use of any such Building Common Areas or Project Common Areas, such Building Common Areas or Project Common Areas are damaged in any way by Tenant or its authorized agents, employees or contractors, Tenant shall be responsible for and diligently repair any such damage as soon as practical.

5.3.2 If Tenant or its authorized agents, employees and contractors is granted access to any portion of the Building prior to the Turnover Date in accordance with this Article 5.3, Tenant and its authorized agents, employees and contractors shall each abide by the terms and conditions of this Lease, provided that upon any such access by the Tenant or its agents, employees or contractors, then (a) Tenant shall have no obligation to pay the Rent or any portion thereof until it becomes due in accordance with Article 6 and (b) this Lease shall not be deemed to have commenced as a result of such access for purposes of calculating the Lease Term.

5.4 Access.

5.4.1 Beginning on the Turnover Date or the Delivery Date for any floor, as applicable, Landlord covenants and agrees to provide Tenant and its authorized agents, employees and contractors with access (i) within the Building through such Building Commons Areas, including, without limitation, hallways, loading docks and elevators within the Building as are reasonably necessary to gain access to and from

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

any floor delivered to Tenant pursuant to this Article 5 for the purposes intended, and (ii) to and from the Building over and across the Project Common Areas to any and all public rights of way sufficient for Tenant to construct, occupy and use the Demised Premises and to obtain necessary temporary or permanent certificates of occupancy, as applicable. Subject to the waivers of subrogation set forth in Article 17, if, upon Tenant’s use of any such Building Common Areas or Project Common Areas, such Building Common Areas or Project Common Areas are damaged in any way by Tenant or its authorized agents, employees or contractors, Tenant shall be responsible for and diligently repair any such damage as soon as practical.

5.4.2 Landlord covenants and agrees to provide Tenant, its officers, directors, agents (including without limitation Tenant’s contractors), employees and invitees with safe access to and from the Building to any and all public rights of way sufficient for Tenant to occupy and use the Demised Premises.

6. Rental Payments.

6.1 Payment of Rent. Commencing on the Rent Commencement Date and subject to apportionment and abatement as provided herein, and continuing thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent due and payable under this Lease. Base Rental together with Tenant’s Forecast Additional Rental shall be due and payable in twelve (12) equal monthly installments in advance, on the first day of each calendar month (subject to the phasing requirements for the payment of Base Rental as set forth below), commencing on the Rent Commencement Date and continuing thereafter throughout the Lease Term and any extensions or renewals thereof. Tenant shall pay all Rent and other sums of money as shall become due from and payable by Tenant to Landlord under this Lease at the times and in the manner provided in this Lease, without demand, notice, abatement, deduction, or set-off, except as expressly set forth in this Lease.

6.2 Rent Commencement. The payment of Base Rental shall commence and be phased in accordance with the following until the Full Rent Commencement Date and thereafter shall continue for the remainder of the Lease Term in accordance with the terms of this Lease:

6.2.1 If Tenant elects to use Tenant’s contractor to construct the Tenant Improvements, then this Article 6.2.1 shall set forth the Rent Commencement Date and the Base Rental payable until the date that this Lease has commenced with respect to one hundred percent (100%) of the Demised Premises (the “Full Rent Commencement Date”). Tenant shall pay a pro rata portion of the Base Rental on the Commencement Date (the “Rent Commencement Date”), such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced as of the Commencement Date pursuant to Article 5.1.1 and as set forth below and the divisor being the Net Rentable Area of the Building. Thereafter, on the first day of each

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

month and continuing until the Full Rent Commencement Date, Tenant shall pay a pro rata portion of the Base Rental, such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced pursuant to Article 5.1.1 and as set forth below as of the date the Base Rental is due and payable and the divisor being the Net Rentable Area of the Building. Notwithstanding anything herein to the contrary, solely for purposes of this Article 6.2.1 this Lease shall not have commenced with respect to the Net Rentable Area for any floor until the date that all of the following events shall have occurred: (i) with respect to such floor, the Building systems (including without limitation the HVAC, elevators and life safety systems) are Substantially Complete and fully operational for Tenant’s intended use; (ii) with respect to such floor, all finishes for the Base Building Work are Substantially Complete, (iii) the lobby, a pro-rata portion of the Building Parking Facilities and all Building Common Areas and Project Common Areas reasonably necessary to access such floor or phase are Substantially Complete; and (iv) the Site Work is Substantially Complete on or before the Site Work Complete date set forth on Schedule C of the Work Letter. For purposes of this Article 6.2.1, the Approved Budget shall be the amount used to determine Base Rental until the Full Rent Commencement Date (the “Estimated Base Rental”). Within one hundred twenty (120) days of the Full Rent Commencement Date, Landlord shall provide Tenant with the actual determination of Base Rental, pursuant to Article 7 hereof, and if such Base Rental amount is different than the Estimated Base Rental, the parties shall adjust the Rent for the next month to account for such difference and the amount that would then have otherwise been due and payable by Tenant under this Article 6.2.1. All charges that could be characterized as Tenant’s Additional Rental for purposes hereof incurred by Landlord’s Contractor prior to the Full Rent Commencement Date shall be deemed a part of Landlord’s Costs.

6.2.2 If Tenant elects to use Landlord’s Contractor to construct the Tenant Improvements, then this Article 6.2.2 shall set forth the Rent Commencement Date and the Base Rental payable until the Full Rent Commencement Date. Tenant shall pay a pro rata portion of the Base Rental on the Commencement Date (the “Rent Commencement Date”), such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced as of the Commencement Date pursuant to Article 5.1.2 and as set forth below and the divisor being the Net Rentable Area of the Building. Thereafter, on the first day of each month and continuing until the Full Rent Commencement Date, Tenant shall pay a pro rata portion of the Base Rental, such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced pursuant to Article 5.1.2 and as set forth below, as of the date the Base Rental is due and payable, and the divisor being the Net Rentable Area of the Building. Notwithstanding anything herein to the contrary, solely for purposes of this Article 6.2.2 this Lease shall not have commenced with respect to the Net Rentable Area for any floor until the date that all of the following events shall have occurred: (i) with respect to such floor, the Building systems (including without limitation the

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

heating, ventilating and air conditioning (“HVAC”), elevator, and life safety systems) are Substantially Complete and fully operational for Tenant’s intended use; (ii) with respect to such floor, the finishes for each floor of the Building are Substantially Complete and the protective materials have been removed; (iii) the lobby, a pro-rata portion of the Building Parking Facilities and all Building Common Areas and Project Common Areas necessary to access such floor or phase are Substantially Complete ; (iv) the Site Work is Substantially Complete (subject to seasonal plantings and Punch List Items); and (iv) with respect to such floor, a Certificate of Occupancy (whether temporary or permanent, as the case may be) has been issued. For purposes of this Article 6.2.2, the Approved Budget shall be the amount used to determine Base Rental until the Full Rent Commencement Date (the “Estimated Base Rental”). Within one hundred twenty (120) days of the Full Rent Commencement Date, Landlord shall provide Tenant with the actual determination of Base Rental, pursuant to Article 7 hereof, and if such Base Rental amount is different than the Estimated Base Rental, the parties shall adjust the Rent for the next month to account for such difference and the amount that would then have otherwise been due and payable by Tenant under this Article 6.2.2. All charges that could be characterized as Tenant’s Additional Rental for purposes hereof incurred by Landlord’s Contractor prior to the Full Rent Commencement Date shall be deemed a part of Landlord’s Cost.

6.3 Proration of Rent. If the Rent Commencement Date is other than the first day of a calendar month or if this Lease terminates on other than the last day of a calendar month, then the installments of Base Rental and Tenant’s Forecast Additional Rental for such month or months shall be prorated on a daily basis and the installment or installments so prorated shall be paid in advance. Also, if the Rent Commencement Date occurs on other than the first day of a calendar year, or if this Lease is terminated on other than the last day of a calendar year, Tenant’s Additional Rental shall be prorated for such commencement or termination year, as the case may be, by multiplying such Tenant’s Additional Rental by a fraction, the numerator of which shall be the number of days during the commencement year from and after the Rent Commencement Date, or the number of days during the termination year from and after January 1 of the termination year to the termination date, as the case may be, and the denominator of which shall be three hundred sixty-five (365), and the calculation described in Article 8 hereof shall be made as soon as possible after the termination of this Lease, Landlord and Tenant hereby agreeing that the provisions relating to said calculation shall survive the termination of this Lease.

7. Base Rental.

7.1 Computation of Base Rental. “Base Rental” shall be structured on a [***], shall be equal to the product of the Landlord’s Cost (on an open book basis) and the Rent Constant, and shall be payable in accordance with the terms of Articles 6 and 10. Beginning on the first anniversary of the Full Rent Commencement Date and continuing on every anniversary of the Full Rent Commencement Date thereafter during the primary Lease Term, Base Rental shall escalate [***] percent ([***]%) each Lease Year over the previous Lease Year.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

7.2 Reductions in Base Rental. Notwithstanding anything else contained herein to the contrary, in the event Tenant exercises its early termination right set forth in Article 4.2, First Contraction Right or Second Contraction Right, Base Rental shall be reduced pro rata by that portion of the Base Rental attributable to the Contraction Space or the Terminated Space.

8. Additional Rental.

8.1 Tenant’s Forecast Additional Rental. For purposes of this Lease, “Tenant’s Forecast Additional Rental” shall mean Landlord’s budgeted estimate of Operating Expenses and Tenant’s Additional Rental (both as hereinafter defined) for the coming calendar year or portion thereof, such forecast to be provided to Tenant annually for its prior review and approval and in detail acceptable to Tenant acting reasonably. If at any time it appears to Landlord, in Landlord’s reasonable judgment, that Tenant’s Additional Rental for the current calendar year will increase from Landlord’s estimate of the coming calendar year by more than [***] percent ([***]%), Landlord shall have the right to revise, but not more than once per year (but Landlord shall have the right to reduce such estimate as many times within any year as Landlord chooses), by written notice to Tenant, its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate of Tenant’s Forecast Additional Rental; provided, however, that the details of such revised estimate have been made available to Tenant for its prior review and approval in detail acceptable to Tenant acting reasonably. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord’s right to collect the full amount of Tenant’s Additional Rental. Prior to the Full Rent Commencement Date and thereafter prior to the beginning of each calendar year during the Lease Term, including any extensions thereof, Landlord shall present to Tenant a written statement of Tenant’s Forecast Additional Rental for such calendar year.

8.2 Tenant’s Additional Rental. For purposes of this Lease, “Tenant’s Additional Rental” shall, subject to Article 6, mean for each calendar year, the Operating Expenses multiplied by a fraction, the numerator of which is the Net Rentable Area within the Demised Premises and the denominator of which is the Net Rentable Area of the Building.

8.3 Annual Reconciliation. Within one hundred twenty (120) days after the end of each calendar year in which Tenant’s Additional Rental is payable hereunder or as soon thereafter as administratively possible if such delay is caused by events reasonably considered beyond Landlord’s control, Landlord shall provide Tenant a statement showing all major cost categories of the actual Operating Expenses for said calendar year, and a statement prepared by Landlord comparing Tenant’s Forecast Additional Rental with Tenant’s Additional Rental. In the event Tenant’s Forecast

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Additional Rental exceeds Tenant’s Additional Rental for said calendar year, Landlord shall, at Tenant’s option, either refund the amount of such excess to Tenant or credit such amount against Rent next due hereunder. In the event that Tenant’s Additional Rental exceeds Tenant’s Forecast Additional Rental for said calendar year, Tenant shall pay Landlord, within thirty (30) days of receipt of the written statement, an amount equal to such difference.

8.4 Books and Records. At any time within one hundred eighty (180) days of Tenant’s receipt of Landlord’s statement showing the annual reconciliation of Operating Expenses for each calendar year during the Lease Term, Tenant shall have the right to cause an audit of Landlord’s books and records pertaining to the calculation of Operating Expenses and Rent for such calendar and/or for the previous calendar year; provided that Tenant shall give Landlord not less than ten (10) business days prior written notice of any such audit. Landlord shall keep and maintain its books and records for any calendar year during the Lease Term for a minimum period of two (2) years. Tenant’s audit of Landlord’s books and records relating to either or both of the prior two (2) year’s Operating Expenses and Rent shall occur at a mutually convenient time during reasonable business hours at Landlord’s office where Landlord’s books and records are maintained. Tenant agrees to provide Landlord copies of any and all reports, summaries, conclusions, and other results of such audit within thirty (30) days following Tenant’s receipt thereof. If Landlord’s calculation of Tenant’s Additional Rental for the audited calendar year was incorrect, then Tenant shall be entitled (i) to a prompt refund of such overpayment (together with interest on the amount of such overpayment from the date of Landlord’s annual reconciliation of Operating Expenses until payment of such refund, at the Prime Rate) and (ii) the reasonable cost of Tenant’s audit fees or consultant fees if the corrected Tenant’s Additional Rental is less than ninety-seven percent (97%) of Landlord’s calculation of Tenant’s Additional Rental; or Tenant shall promptly pay to Landlord the amount of any underpayment, as the case may be. If Tenant is not the only tenant in the Building, Tenant and Tenant’s consultant shall keep the results of any such audit confidential as to all parties other than Landlord, and shall enter into a written confidentiality agreement prior to conducting such audit at Landlord’s request. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date and end on December 31^st of the year in which the Commencement Date occurred (the “Base Year”), and the last year, which shall end on the Lease Expiration Date.

9. Operating Expenses.

9.1 Description of Operating Expenses. “Operating Expenses” shall mean all Operating Costs (as hereinafter defined) incurred by Landlord for the Project. With respect to Operating Costs that Landlord allocates to the entire Project (i.e., expenses related to the Project Common Areas), the portion allocated to the Building shall be based upon GAAP. Landlord may reasonably adjust Landlord’s allocation of such expenses to the Building in the future for changes in the physical size of the Building or the Project. Landlord’s good faith projection of Operating Expenses (which

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

shall not limit Landlord’s rights pursuant to Article 8 hereof or this Article 9) for the Base Year is estimated to be [***] Dollars ($[***]) per square foot of Net Rentable Area. This estimate of Operating Expenses is only an estimate, and Landlord makes no guaranty or warranty that such estimate will be accurate.

9.2 Operating Costs. For the purposes of this Lease, “Operating Costs” shall mean all actual expenses, costs and disbursements (but not specific costs billed to specific tenants of the Building) of every kind and nature, computed on an accrual basis, relating to or incurred or paid by Landlord or its designated agent after the Full Rent Commencement Date in connection with the management, operation, repair and maintenance of the Project only, and as hereinafter noted, appropriately allocated to the Building according to GAAP, including, but not limited to, the following:

9.2.1 appropriately allocated wages, salaries and other costs of all on-site employees engaged in the operation, management, or access control of the Building, including taxes, insurance and benefits relating to such employees, but excluding employees above the grade of Building or Property Manager (or whatever title represents the on-site management representative primarily responsible for management of the Building) and also only to the extent such wages and salaries are directly attributable to the personnel contributing to the maintenance, operation, repair and services of the Building;

9.2.2 appropriately allocated costs of all supplies, tools, equipment and materials (whether purchased or leased) used directly in the operation, management, maintenance and access control of the Building;

9.2.3 the cost of all utilities for the Building, including but not limited to the cost of electricity, gas, water, sewer services and power for heating, lighting, air conditioning and ventilating;

9.2.4 the cost of all maintenance and service agreements for the Building and the equipment therein, including but not limited to security service, garage operators, window cleaning, elevator maintenance, janitorial service, landscaping maintenance and reasonable and customary landscaping replacement;

9.2.5 the cost of repairs and general maintenance of the Building (except as excluded in Article 9.3 hereof);

9.2.6 amortization charges (including reasonable financing charges actually incurred) of the cost of acquisition and/or installation of capital improvements to the Building, the Building Parking Facilities and the Project Common Areas (including security and energy management equipment), amortized over their respective useful lives, but only to the extent of documented reductions in Operating Costs. Landlord shall provide Tenant with reasonable evidence of actual Operating Costs saved by such capital improvements prior to including the amortized costs thereof in the Operating Costs and notwithstanding the foregoing, the annual amortization amount of such capital improvements shall not exceed the documented Operating Costs saved;

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

9.2.7 the cost of casualty, rental abatement (provided such insurance does not exceed a period of two (2) years) and liability insurance, subject to Article 13.2.8, applicable only to the Building, the Project Common Areas and Landlord’s personal property used in connection therewith and provided that if there are ever substantial rate increases for such insurance policies, Landlord and Tenant shall consult with one another and use commercially reasonable efforts to control the cost of such insurance;

9.2.8 appropriately allocated cost of trash and garbage removal, recycling service in the Building, vermin extermination, and snow, ice and debris removal;

9.2.9 reasonable accounting and legal fees, but only to the extent incurred in connection with reducing or attempting to reduce (subject to Tenant’s reasonable approval) Operating Costs;

9.2.10 all taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation (and the reasonable costs of contesting any of the same), including business license taxes and fees payable by Landlord in respect of the operation of the Building, the Building Parking Facilities and the Project Common Areas (collectively, “Taxes”), excluding, however, (i) taxes and assessments imposed on the personal property of the tenants of the Building; (ii) taxes imposed on the leasehold improvements of tenants of the Building (but only if and to the extent the applicable taxing authority separately assesses such leasehold improvements); (iii) federal and state taxes on income; (iv) death taxes; (v) franchise taxes; (vi) any taxes (other than business licenses taxes and fees) imposed or measured on or by the income of Landlord from the operation of the Building or imposed in connection with any sale of the Building to a third party, and; (vii) all real estate taxes credited to Landlord under any local real estate tax abatement program. At the request of Tenant, Landlord will provide Tenant with copies of all assessments, tax statements, etc., received by Landlord and Tenant shall have the right to contest or direct Landlord to contest, any such assessments or taxes and each party will cooperate with the other in such contests;

9.2.11 the cost of operating the on-site management office for the Project, including the cost of office supplies, telephone expenses and non-capital investment equipment; and

9.2.12 a market-based management fee for a Class “A”, corporate office environment in downtown Richmond, Virginia.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

9.3 Exclusions From Operating Costs. For purposes of this Lease, and notwithstanding anything in any other provision of this Lease to the contrary, “Operating Costs” shall not include the following:

9.3.1 the cost of any special work or service performed for any tenant (including Tenant) at such tenant’s cost or in excess of the Building Standard Services including, but not limited to, overtime HVAC costs, to the extent such excess costs are charged separately to other Building tenants;

9.3.2 costs incurred to remedy structural and other latent defects in original construction materials or installations, to pay fines associated with or remedy conditions or improvements not in compliance with applicable laws, statutes, rules, regulations or ordinances of governmental authorities not caused by or through Tenant, or to remove or remediate Hazardous Substances from the Project not present as a result of the acts or omissions of Tenant or Tenant’s employees, agents or contractors (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity);

9.3.3 compensation paid to officers and executives of Landlord;

9.3.4 the cost of any items for which Landlord is reimbursed by insurance, condemnation or otherwise, less any reasonable deductible amount, if any;

9.3.5 the cost of any additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy;

9.3.6 the cost of repairs incurred by reason of fire or other casualty or condemnation to the extent that (a) Landlord is compensated therefor through the proceeds of insurance or condemnation awards, less any reasonable deductible; (b) Landlord failed to obtain insurance against such fire or casualty, if such insurance was required to be carried by Landlord under the terms of this Lease, against a risk of such nature at the time of same; or (c) Landlord is not fully compensated therefor due to the co-insurance provisions of its insurance policies on account of Landlord’s failure to obtain a sufficient amount of coverage against such risk;

9.3.7 insurance premiums to the extent Landlord may be directly reimbursed therefor;

9.3.8 interest on debt or amortization payments on any mortgage or deed of trust and rental under any ground lease or other underlying lease;

9.3.9 any real estate brokerage commissions or other costs incurred in procuring tenants or extending the terms of tenants’ leases or any fee or other form of compensation in lieu of such commission;

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

9.3.10 any media advertising or any other advertising expenses incurred in connection with the marketing of the Building or any rentable space therein;

9.3.11 rental payments for base building equipment such as HVAC equipment and elevators ordinarily considered to be of a capital nature;

9.3.12 any expenses for repairs or maintenance that are covered by warranties and service contracts, to the extent such maintenance and repairs are made at no cost to Landlord;

9.3.13 Landlord’s general overhead expenses and any legal, accounting, or other professional or consulting fees and expenses, except as otherwise provided by this Lease;

9.3.14 management fees other than as set forth in Article 9.2.12;

9.3.15 subject to Article 9.2.6 above, the cost of alterations, capital improvements, equipment replacements, and other items which under GAAP are properly classified as capital expenditures;

9.3.16 any tenant work performed for, or alteration of space leased to, Tenant or other tenants or occupants of the Building, whether such work or alteration is performed for the initial occupancy by such tenant or occupant or thereafter;

9.3.17 any cash or other consideration paid by Landlord on account of, with respect to or in lieu of the work or alterations described in Article 9.3.16 above;

9.3.18 depreciation or amortization, except as expressly permitted in Article 9.2.6 above;

9.3.19 costs of enforcement of leases;

9.3.20 subject to Article 9.2.6 above, the cost of future renovations to, or construction or demolition of, the Project or any part thereof;

9.3.21 overtime HVAC costs or electricity costs if charged separately to other Building tenants;

9.3.22 “takeover expenses” (i.e., expenses incurred by Landlord with respect to space located in another building of any kind or nature in connection with the leasing of space in the Building);

9.3.23 any cost representing any amount paid for services or materials to a related person, firm, or entity to the extent such amount exceeds the amount that would be paid for such services or materials at the then existing market rates to an unrelated person, firm, or corporation;

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

9.3.24 if any taxes paid by Landlord and previously included in Operating Costs are refunded, Landlord shall promptly pay Tenant an amount equal to the amount of such refund (less the reasonable expenses incurred by Landlord in obtaining such refund) multiplied by Tenant’s proportionate share in effect for the period to which such refund relates;

9.3.25 any improvement installed or work performed or any other cost or expense incurred by Landlord, except as permitted in Article 9.2.6, in order to comply with the requirements for the obtaining or renewal of a certificate of occupancy for the Building or any space therein;

9.3.26 costs or expenses resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees;

9.3.27 painting or decorating other than in the Project Common Areas;

9.3.28 repairs, alterations and general maintenance paid by proceeds of insurance, and repairs necessitated by violations of law in effect as of the date of this Lease;

9.3.29 any amounts payable by Landlord by way of indemnity or for damages or which constitute a fine or penalty, including interest or penalties for any late payment; or

9.3.30 repairs, alterations and general maintenance necessitated by the negligence or willful misconduct of Landlord or its agents, employees or contractors or repairs, alterations and general maintenance necessitated by the negligence or willful misconduct of any other tenant or occupant of the Project or of any of their respective agents, employees, contractors, invitees or licensees (excluding Tenant and its agents, employees, contractors, invitees or licensees, except where Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity).

10. Payments.

All payments of Rent under this Lease, including all payments of Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental, and other payments to be made to Landlord, shall be made on a timely basis and shall be payable to Landlord or as Landlord may otherwise designate in writing to Tenant. All such payments shall at Tenant’s election be either (a) mailed or delivered to Landlord’s Address or at such other place as Landlord may designate from time to time in writing or (b) made by wire transfer to Landlord in accordance with Landlord’s wiring instructions, which shall be

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

supplied by Landlord to Tenant in writing. If mailed, all payments shall be mailed in sufficient time and with adequate postage thereon to be received by Landlord by no later than the due date for such payment.

11. Interest.

Any Base Rental, Tenant’s Forecast Additional Rental, or Additional Rent not paid by the [***] ([***]) day of the month for which such amount is due, or any other payment if not made by the [***] ([***]) day after the due date specified on any invoices from Landlord (provided that in no event shall invoices from Landlord, to the extent invoices are required hereunder and expressly excluding Base Rental and Tenant’s Forecast Additional Rental, include due dates less than thirty (30) days from delivery of invoice unless otherwise specifically permitted herein) shall bear interest at [***].

12. Use Rules; Hazardous Substances.

12.1 The Demised Premises shall be used for general office and administrative business purposes, and other uses ancillary thereto, including without limitation, data centers, laboratories, kitchens, cafeterias, dining areas, break rooms, and other uses typical for a Class “A”, corporate headquarters environment intended primarily for use of Tenant’s officers, employees, clients, guests and its other invitees, in accordance with all applicable laws, statutes, ordinances, rules and regulations of governmental authorities and the Rules and Regulations. Tenant covenants and agrees to abide by the Rules and Regulations in all respects as now set forth and attached hereto and such reasonable rules and regulations as may be hereafter promulgated in writing by Landlord and noticed to Tenant. Landlord shall have the right at all times during the Lease Term to publish and promulgate and thereafter enforce such additional reasonable rules and regulations or changes in the existing Rules and Regulations as Landlord may deem necessary in its reasonable discretion to protect the tenantability, safety, operation, and welfare of the Project. Notwithstanding the foregoing, Landlord agrees that (i) all such Rules and Regulations and any changes therein or additions thereto shall be uniformly imposed on, and Landlord shall use all reasonable efforts to enforce such Rules and Regulations against, all tenants and occupants of the Project, (ii) Landlord shall not waive enforcement of any of the same for the benefit of any other tenant or occupant if such waiver would materially adversely affect Tenant’s use and occupancy of, or access to or parking associated with the Demised Premises or would materially adversely affect the first-class nature of the Project (and, if any such waiver would have any such material adverse affect, Tenant shall have the right to require Landlord to enforce all such Rules and Regulations against all other tenants and occupants of the Project), (iii) such Rules and Regulations shall not materially reduce, restrict or impair Tenant’s rights under this Lease or increase Tenant’s monetary obligations, and (iv) Landlord shall give Tenant reasonable prior written notice before enforcement against Tenant of any changes in the existing Rules and Regulations or any additions thereto properly promulgated hereunder.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

12.2 Hazardous Substances. Except for Hazardous Substances (i) contained in products used by Landlord or Tenant during construction of the Project, (ii) used by Landlord or Tenant in de minimis quantities for ordinary cleaning and office purposes and petroleum products used as fuel in vehicles, heating systems and back up generators or (iii) produced by Tenant or an affiliate of Tenant and kept on the Demised Premises in de minimis quantities for purposes of displaying such products in a display case or for purposes of sending samples to Tenant’s customers and potential customers (and, in the case of (i), (ii) and (iii), then only in compliance with all applicable Environmental Laws), Landlord and Tenant shall not permit or cause any party to bring any Hazardous Substances upon the Project or the Demised Premises or transport, store, use, generate, manufacture, dispose, or release any Hazardous Substances on or from the Project or the Demised Premises without the other’s prior written consent. Landlord and Tenant, at their respective sole cost and expense, shall operate their respective businesses in the Project in strict compliance with all Environmental Laws and all requirements of this Lease. Landlord agrees that all other tenants of the Project, at such tenants’ sole cost and expense, shall be obligated to operate their respective businesses in the Project in strict compliance with all Environmental Laws. Landlord and Tenant shall and hereby do agree to pay, protect, defend, indemnify and hold the other harmless from and against any and all loss, damages, expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys’ fees, consultant fees or expert fees and costs of litigation), fees, claims, costs and liabilities arising out of or in any manner related to the generation, storage, use, treatment or disposal of Hazardous Substances at the Project by Landlord or Tenant or their respective agents, employees or contractors. Notwithstanding the foregoing sentence, Landlord and Tenant or their respective agents, employees or contractors may use de minimis quantities or products containing Hazardous Substances for ordinary cleaning and office purposes, and then only in compliance with all applicable Environmental Laws. Other than as disclosed in that certain environmental assessment prepared by Draper Aden Associates, Project No. R00507.13E, and dated October 2006 (the “Environmental Report”), a copy of which has been provided to Tenant, to Landlord’s current actual knowledge, neither Landlord nor any third party has generated, disposed of, released, nor found any Hazardous Substances on or about the Demised Premises or the Project in violation of Environmental Laws. It is understood by Tenant, however, that Landlord has not made any independent investigations to confirm the accuracy of the Environmental Report or the foregoing representation, and Landlord makes no representation or warranty as to the accuracy or completeness of the Environmental Report. Tenant agrees to keep the Environmental Report confidential and not to disclose the contents thereof to any other party (with the exception of its agents and consultants who shall also be subject to such confidentiality requirement) without the prior written consent of Landlord. Landlord has received no notice that any municipality or any governmental or quasi-governmental authority has determined that there are any violations of the Environmental Laws with respect to the Demised Premises or the Project. Landlord covenants that it will undertake all commercially reasonable efforts to obtain and assist Tenant in obtaining comfort letters, certifications, authorizations and other approvals requested by Tenant in connection with any and all relevant brownfields

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

and historic preservation laws and regulations. In addition to the foregoing indemnity, Landlord agrees to pay, protect, defend, indemnify and hold harmless Tenant from and against any and all loss, damages, expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), costs (including, without limitation, reasonable attorneys’ fees, consultant fees or expert fees and costs of litigation), fees, claims and liabilities arising out of any Hazardous Substances present on the Project prior to the Commencement Date and thereafter released upon the Project, except for those releases caused by Tenant, its agents, employees or contractors, (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity). Such liability of Landlord shall be without regard to negligence or fault (except the negligence or fault of Tenant, its agents, employees or contractors (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity)). Landlord acknowledges and agrees that any liabilities for historic preservation, environmental remediation and removal of Hazardous Materials, arising from site conditions prior to the Commencement Date, including, but not limited to, those liabilities arising under Environmental Laws shall be the sole responsibility of Landlord (except to the extent caused by the negligence or fault of Tenant, its agents, employees or contractors (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity)). The provisions of this Article 12.2 shall survive the expiration or earlier termination of this Lease.

12.3 Insurance Requirements. Landlord and Tenant shall not do or permit to be done anything that either knows will invalidate or increase the cost of any fire, extended coverage or any other insurance policy covering the Project, or any portion thereof, including the Building, and shall comply with all reasonable rules, orders, regulations and requirements of the insurers of the Project, or any portion thereof, provided that such rules, orders, regulations and requirements do not materially reduce, restrict or impair Tenant’s rights’ under this Lease or increase Tenant’s monetary obligations under this Lease. Subject to the terms of Article 13.2.8, Tenant shall also, within ten (10) days following notice from Landlord, discontinue any activity specified by such notice that has caused or will cause the rate of fire or other insurance on the Building to increase (unless Tenant, within thirty (30) days of notice from Landlord of such increase, pays the cost of any such increase to Landlord and, thereafter, pays all said increases attributable to such activity within thirty (30) days of Landlord’s demand).

13. Repairs by Landlord and Alterations by Tenant.

13.1 Repairs by Landlord. Subject to Article 21 hereof, Landlord shall maintain or cause to be maintained in good condition and repair the roof, windows, doors, structural portions of the exterior and interior of the Building, the mechanical, electrical, plumbing, lighting, heating, air conditioning, curtain wall, vertical transportation, security, fire protection and life safety systems and materials, the Tenant Improvements (excluding any trade fixtures, equipment, furniture and other personal property of Tenant), the Project Common Areas, the Foundry Park II Common Areas (in

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

addition to the requirements set forth in Article 57.1.6), and the Building Parking Facilities all in accordance with the Building Standard Services attached hereto as Exhibit E and first class standards of professional property management at least equivalent to the standards maintained in similar first class office buildings in Richmond, Virginia. Subject to the waivers of subrogation set forth in Article 17, the cost of such maintenance and repairs shall be (i) at Tenant’s sole cost and expense as to repairs caused by the negligence of Tenant or its agents, contractors, employees or invitees; (ii) included in Operating Expenses to the extent permissible under Article 9.2 hereof, except as provided in Article 9.3 hereof; or (iii) in all other cases payable by Landlord. Landlord covenants that upon the Full Rent Commencement Date, the Building and all systems therein shall be in compliance with all applicable local, state and federal laws, statutes, codes, rules, regulations and ordinances of governmental authorities, including, but not limited to, Environmental Laws and the Americans with Disabilities Act, but subject to Punch List Items. Landlord agrees as part of its repair obligations hereunder, and at no additional cost to Tenant, to promptly correct any and all conditions in violation of the foregoing and to remediate any mold or other harmful substance or material that may be found in the Building at any time during the Term; provided, however, that to the extent Tenant or Tenant’s employees, agents, contractors, invitees, guests, assignees or subsidiaries (for purposes of this Article 13.1, excluding Landlord, Landlord’s Contractor or its or their subcontractors, employees, agents, invitees or guests when acting on behalf of Tenant in such capacity) are found to be the cause of such mold, or other harmful substance or material due to such party’s negligent act or omission or improper use of the Building systems contrary to their design, then the cost of such remediation shall be born by Tenant. Landlord shall use good faith and commercially reasonable efforts to refrain from performing maintenance, repair, replacement or renewal activities that generate substantial odors or noxious chemicals or fumes in the Building or within twenty-five (25) feet of the outdoor air intakes of the HVAC system, during Building Operating Hours.

13.2 Alterations by Tenant. Throughout the Lease Term and any extensions thereof, Tenant shall have the following rights and obligations with respect to the Tenant Alterations:

13.2.1 Tenant shall have the right to make Tenant Alterations in keeping with a Class “A”, corporate headquarters environment provided Tenant receives Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right to make Tenant Alterations without Landlord’s prior consent, provided, however, such Tenant Alterations are in keeping with a Class “A”, corporate headquarters environment, are non-structural in nature, and are compatible with the Building systems, and provided further that Tenant delivers as-built drawings of such Tenant Alterations to Landlord. For those Tenant Alterations requiring Landlord’s prior written consent, Landlord shall give its written approval to contractors hired by Tenant to perform the Tenant Alterations prior to the commencement of the Tenant Alterations, such approval not to be unreasonably withheld, conditioned or delayed.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

13.2.2 Provided the Tenant Alterations are reasonably in keeping with a Class “A”, corporate headquarters environment, Tenant will have no obligation to remove the Tenant Alterations and restore the Demised Premises upon the surrender of the Demised Premises at the Lease Expiration Date or earlier termination of the Lease Term.

13.2.3 Tenant shall not use the Demised Premises or make any Tenant Alterations in violation of any of the Rules and Regulations complying with Article 12.1 or in violation of any law, statute, ordinance, rule, or regulation of any entity having legal jurisdiction over such subjects.

13.2.4 All Tenant Alterations shall be at the sole cost and expense of Tenant and, if affixed to the Building, shall become a part of the Demised Premises and shall become the property of Landlord at the Lease Expiration Date or earlier termination of the Lease Term, unless such alterations and additions are Tenant’s trade fixtures, equipment, furniture and other personal property of Tenant, which are freely removable by Tenant. Notwithstanding the foregoing, if Tenant elects to remove any of the Tenant Alterations, then such alterations or additions shall become the property of Tenant upon removal and Tenant may remove such alterations or additions or any portion thereof at Tenant’s expense upon the Lease Expiration Date or earlier termination of the Lease Term, provided Tenant repairs, at Tenant’s expense, any damage caused by such removal.

13.2.5 All Tenant Alterations shall be made: (i) in a good and workmanlike manner and otherwise in accordance with the Rules and Regulations; (ii) using first-class new or recycled materials only; (iii) on days, at times and under the supervision of an architect approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed; (iv) if Tenant is not the sole Tenant of the Building, after coordinating the work schedule and scope with the Building’s property manager to avoid undue interference with the normal operations and use of the Building; (v) in accordance with plans and specifications prepared by an engineer or architect reasonably acceptable to Landlord, which plans and specifications shall be approved in writing by Landlord to the extent Landlord’s consent is required pursuant to Article 13.2.1; (vi) in accordance with all applicable, statutes, ordinances, rules, and regulations of governmental authorities, and insurance requirements; (vii) after obtaining public liability, Builder’s Risk and workers’ compensation insurance policies approved in writing by Landlord, which policies shall cover every person who will perform any work with respect to such alteration; and (viii) after Tenant has obtained any permits necessary for the alterations. Upon completion of the Tenant Alterations, Tenant shall provide Landlord final lien waivers from the contractor and subcontractors performing such work and as-built plans or drawings with respect to such Tenant Alterations whether Landlord’s consent to such Tenant Alterations was required hereunder.

13.2.6 Subject to the waivers of subrogation set forth in Article 17, Tenant shall indemnify and hold Landlord harmless from and against any and

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

all expenses, liens, claims, liabilities and damages based on or arising by reason of the Tenant Alterations caused by Tenant, or its contractors, agents (excluding Landlord or its contractors, agents or employees) or employees. If any Tenant Alterations are made without the prior written consent of Landlord where consent is required by this Lease or are otherwise not made in accordance with this Article 13, Landlord shall have the right, upon prior written notice to Tenant to remove and correct such work and restore the Demised Premises to their condition immediately prior thereto, and Tenant shall be liable for all reasonable expenses incurred by Landlord in connection therewith. The failure of Landlord to object in writing to Tenant to such Tenant Alterations within thirty (30) days of Landlord’s receipt of as-built drawings for such Tenant Alterations shall be deemed to be written consent by Landlord of such Tenant Alterations.

13.2.7 Notwithstanding anything else herein contained to the contrary, Tenant shall have the right to perform any work reasonably necessary to connect the Demised Premises to Tenant’s emergency back-up equipment, upon Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. This work shall include, but not be limited to, core drilling or trenching of the floor slab, if reasonably necessary, subject to Landlord’s reasonable consent.

13.2.8 Notwithstanding the foregoing, if Tenant knew the Tenant Alterations would increase the rate of Landlord’s fire or other insurance on the Building or cause it to be voided or suspended, then in such event Tenant shall, within ten (10) days following notice from Landlord, correct the condition specified by such notice that actually has caused or will cause such insurance to increase (unless Tenant, within thirty (30) days of notice from Landlord of such increase, pays the cost of any such increase to Landlord and, thereafter, pays all such increases as and when such premiums are due). If Tenant did get the prior approval of Landlord for the Tenant Alterations and later receives notice from Landlord that such Tenant Alterations will cause the rate of fire or other insurance on the Building to increase or has caused or will cause such insurance to be voided or suspended, then if the result is an increase in the cost of insurance, Landlord shall pay the cost of such insurance increase and such increased cost shall not be included as Operating Expenses; provided, however, if Landlord consults its insurance carrier and is initially advised that such Tenant Alterations would not increase the rate of fire or other insurance on the Building and such rate of insurance then increases at some time in the future as a result of such Tenant Alterations, then such increased cost shall be included in Operating Expenses. Otherwise, Tenant shall, within ten (10) days of notice from Landlord discontinue such Tenant Alterations, and Landlord shall pay all costs to Tenant associated with such discontinuance and Landlord shall remove the Tenant Alterations and restore the Demised Premises at Landlord’s sole cost and expense.

13.3 Tenant Improvements. Landlord will be treated as the owner of the Tenant Improvements for income tax purposes, up to the amount of the Improvement Allowance.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

14. Repairs by Tenant.

Tenant covenants and agrees that it will take good care of the Demised Premises, its fixtures and appurtenances, and suffer no waste (other than ameliorative waste) or injury thereto and keep and maintain same in good and clean condition, Landlord’s repair and maintenance obligations (to the extent not caused by or through Tenant), casualty and reasonable wear and tear excepted. Tenant shall report, in writing, to Landlord any defective or dangerous condition in the Demised Premises as soon as reasonably practicable after such condition becomes actually known to Tenant.

15. Landlord’s Right of Entry.

Tenant shall have the right to designate, by written notice to Landlord, “Special Secured Areas” within the Demised Premises that Landlord may enter only in the event of an actual, suspected, or threatened emergency threatening personal safety or the Building or property therein. Except for such Special Secured Areas, Landlord shall retain duplicate keys to all doors of the Demised Premises and Landlord and its agents, employees and independent contractors shall have the right upon reasonable prior notice to Tenant to enter the Demised Premises at reasonable hours to make repairs, additions, alterations, and improvements that are required by this Lease or are otherwise performed with Tenant’s prior written consent, to exhibit the Demised Premises to prospective purchasers or tenants (but Landlord may enter to exhibit the Demised Premises to prospective tenants only during the last twelve (12) months of the Lease Term) and to inspect the Demised Premises to ascertain that Tenant is complying with all of its covenants and obligations hereunder, and for the purpose of exercising any right or remedy reserved to Landlord in this Lease. Landlord shall, except in case of emergency, provide Tenant at least twenty-four (24) hours’ prior notification of an entry into the Demised Premises and Tenant shall have the right to require that Landlord be accompanied by Tenant’s representative while within the Demised Premises. During such time as any such repairs, additions, alterations and improvements that are required or permitted by this Lease are being performed in or about the Demised Premises by Landlord, the Rent provided herein shall not abate, unless the Demised Premises or a material portion thereof is rendered untenantable (excluding untenantability caused by (a) a Casualty, which shall be governed by Article 21, (b) eminent domain, which shall be governed by Article 32, or (c) the negligence or fault of Tenant, its agents, employees or contractors) for more than five (5) consecutive business days, in which event Rent shall be equitably abated in proportion to the percentage of the Net Rentable Area within the Demised Premises that is untenantable until the entire Demised Premises (or portion thereof) are again tenantable, and, other than such abatement, Tenant waives any claim or cause of action against Landlord for damages by reason of interruption of Tenant’s business or loss of profits therefrom because of the prosecution of any such work or any part thereof. For purposes hereof, any untenantability of the Demised Premises shall be determined by Landlord and Tenant acting reasonably. In the event there arises any dispute under this Article 15, the parties agree to first submit such dispute for resolution by non-binding mediation. Landlord shall exercise all due care in connection with any such entry into the Demised Premises and will undertake all reasonable efforts not to unduly disturb Tenant’s use and occupancy of the Demised Premises.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

16. Insurance.

16.1 Tenant’s Insurance. Tenant shall procure at its expense before the earlier of the Commencement Date, the Delivery Date, the Turnover Date or such earlier access date provided for in Article 5.3 and shall thereafter maintain throughout the Lease Term a policy or policies of (a) all risk, real and personal property insurance insuring Tenant’s interest in any and all trade fixtures, furniture, equipment, supplies, and other personal property (excluding documentation and professional work product) owned, leased, held or possessed by it and contained therein, whether considered Tenant Improvements, Tenant Alterations or otherwise, such insurance coverage to be in an amount equal to the full replacement value of such improvements and property, as such may increase from time to time (but such insurance may provide for a reasonable deductible), and (b) a policy or policies of workers’ compensation insurance in statutory limits, or provide evidence of self-insured status of such workers’ compensation insurance from the Commonwealth of Virginia (as required by applicable law), and employers liability insurance in amounts not less than $1,000,000 for bodily injury by accident (each accident), $1,000,000 for bodily injury by disease (policy limit) and $1,000,000 for bodily injury by disease (each employee), and (c) commercial general liability insurance insuring against any and all liability for injury to or death of a person or persons and for damage to property occasioned by or arising out of any construction work being done by or on behalf of Tenant on the Demised Premises, or arising out of the condition, use, or occupancy of the Demised Premises, or in any way occasioned by or arising out of the activities of Tenant, its agents, contractors, employees or invitees in the Demised Premises, the limits of such policy or policies to be issued on a combined single limits basis for both personal injury and property damage in amounts not less than $1,000,000 for each occurrence (subject to annual aggregate limits of not less than $2,000,000). Such insurance shall, in addition, extend to any liability of Tenant arising out of the indemnities provided for in this Lease, except the indemnity provided in Article 12.2 of this Lease. Prior to the earlier to occur of the Commencement Date, the Delivery Date, the Turnover Date or such earlier access date provided for in Article 5.3, Tenant shall also procure at its expense and shall thereafter maintain throughout the Lease Term, Excess/Umbrella Liability coverage with limits not less than $10,000,000. Such coverage shall provide excess coverage above the commercial general liability and the employer’s liability policies above. All insurance policies procured and maintained by Tenant pursuant to this Article 16 shall name Landlord, Landlord’s principals, Landlord’s property manager and Landlord’s lender(s) as additional insureds, shall be carried with companies having a rating pursuant to the latest version of A.M. Best’s Insurance Guide of A- VII or higher (or an equivalent rating if such publication is discontinued) and shall be non-cancelable except after thirty (30) days’ written notice to Landlord. Duly executed certificates of such insurance shall be made available to Landlord via Tenant’s website prior to the date Tenant occupies any portion of the Demised Premises for the conduct of its business and certificates of renewal of such

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

insurance satisfying the requirements of this Article 16 shall be made available to Landlord via Tenant’s website upon renewal of each respective policy term; provided, however, Tenant agrees to deliver or cause to be delivered to Landlord a copy of any such certificates upon written request therefor by Landlord.

16.2 Landlord’s Insurance. Landlord shall procure at its expense (but with the expense to be included in Operating Costs as provided in Article 9.2) before the earlier of the Commencement Date, the Delivery Date, the Turnover Date or such earlier access date provided for in Article 5.3 and shall thereafter maintain throughout the Lease Term a policy or policies of all risks (including rent loss coverage in amounts reasonable and customary for first-class, high-rise office building projects in metropolitan Richmond, Virginia), real and personal property insurance covering the Project, including the Tenant Improvements and any Tenant Alterations made in compliance with Article 13.2 hereof, but excluding trade fixtures, furniture, equipment, supplies, and other personal property owned, leased, held or possessed by Tenant and contained in the Building, in an amount equal to the full insurable replacement value thereof as such may increase from time to time (but such insurance may provide for a reasonable deductible), and in an amount sufficient to comply with any co-insurance requirements in such policy, and a policy of workers’ compensation insurance, if any, as required by applicable law. Prior to the Commencement Date, Landlord shall also procure at its expense (but with the expense to be included in Operating Costs as provided in Article 9.2) and shall thereafter maintain throughout the Lease Term, commercial general liability insurance on an “occurrence” basis, insuring Landlord against liability for injury to or death of a person or persons and for damage to property arising out of any construction work being done on the Property by or on behalf of Landlord or arising out of the condition, use or occupancy of the Project or arising out of the activities of Landlord, its agents, employees or contractors in, on or about the Project, on a combined single limits basis for both personal injury and property damage with minimum limits of not less than $1,000,000 for each occurrence, subject to annual aggregate limits of not less than $2,000,000. Such insurance shall also extend to any liability of Landlord arising out of its indemnities in this Lease, other than the indemnity provided in Article 12.2. Prior to the earlier to occur of the Commencement Date, the Delivery Date, the Turnover Date or such earlier access date provided for in Article 5.3, Landlord shall also procure at its expense (but with the expense to be included in Operating Costs as provided in Article 9.2) and shall thereafter maintain throughout the Lease Term, Excess/Umbrella Liability coverage with limits not less than $10,000,000. Such coverage shall provide excess coverage above the commercial general liability and the employer’s liability policies above. Landlord may also carry such other types of insurance in form and amounts that Landlord shall determine to be appropriate from time to time. All such policies procured and maintained by Landlord pursuant to this Article 16.2 shall name Tenant as an additional insured or loss payee as its interests may arise and as permitted by law and shall be carried with companies having a rating pursuant to the latest edition of A.M. Best’s Insurance Guide of A- VII or higher (or an equivalent rating if such publication is discontinued).

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

17. Waiver of Subrogation.

Landlord and Tenant shall each have included in all policies of fire, extended coverage, business interruption and other insurance respectively obtained by them covering the Demised Premises, the Building and contents therein and any other portions of the Project, a waiver by the insurer of all right of subrogation against the other in connection with any loss or damage thereby insured against. Any additional premium for such waiver shall be paid by the primary insured. To the full extent permitted by law, Landlord and Tenant each waives all right of recovery against the other (and any officers, directors, partners, employees, agents, and representatives of the other) for, and agrees to release the other from liability for, loss or damage to the Demised Premises, the Building and contents therein and any other portions of the Project. If the release of either party, as set forth in the immediately preceding sentence, should contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but shall be secondary to the liability of the other’s insurer.

18. Tenant’s Default.

18.1 Events of Default. The following events shall be deemed to be events of default by Tenant under this Lease:

18.1.1 Tenant shall fail to pay any installment of Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental, or any other charge or assessment due and payable by Tenant pursuant to the terms hereof and such failure shall continue for ten (10) days after Tenant’s receipt of written notice of such failure of payment;

18.1.2 Tenant shall fail to comply with any term, provision, covenant or warranty made under this Lease by Tenant, other than the payment of the Base Rental, Tenant’s Forecast Additional Rental or Tenant’s Additional Rental or any other charge or assessment payable by Tenant, and shall not cure such failure within thirty (30) days after Tenant’s receipt of written notice thereof; provided, however, if any such default is of a nature that it can be cured and if Tenant in good faith commences to cure such default within such cure period, but due to the nature of such default it could not be cured within such cure period after due diligence, no event of default shall be deemed to have occurred at the end of the cure period if Tenant is then diligently pursuing such cure to completion, and completes such cure as promptly as reasonably possible under all the circumstances;

18.1.3 Tenant shall become insolvent, or shall make a transfer in fraud of creditors or shall make a general assignment for the benefit of creditors;

18.1.4 Tenant shall file a petition under any Chapter of the United States Bankruptcy Code, as amended, or under any similar law or statute of the United States or any State thereof, or there shall be filed against Tenant a petition in bankruptcy or insolvency or a similar proceeding which is not dismissed within one hundred twenty (120) days after the filing thereof, or Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant;

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

18.1.5 a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant; or

18.1.6 Tenant shall create a lien upon the Demised Premises and such lien is not removed, bonded or discharged within twenty (20) days after written notice from Landlord to Tenant thereof.

18.2 Remedies. Upon the occurrence of any of the said events of default, Landlord shall have the option to use any one or more of the following remedies:

18.2.1 Landlord may terminate this Lease by written notice to Tenant specifying the date of termination in such notice, which termination date shall not be less than ten (10) days after such notice is given to Tenant; in which event Tenant shall surrender the Demised Premises to Landlord on such termination date and if Tenant fails to do so, Landlord may without prejudice to any other remedy that it may have for possession or arrearages in Rent, enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, without being liable for prosecution or any claim of damages therefor unless any such damages are caused by the negligence or willful misconduct of Landlord, its agents, contractors or employees, and Tenant hereby agrees to pay to Landlord on demand the amount of all damages to which Landlord may legally be entitled pursuant to the terms of this Lease by reason of such termination, including, without limitation, the sum of all Base Rental, Tenant’s Additional Rental and all other amounts accrued hereunder to the date of such termination; the cost of reletting the whole or any part of the Demised Premises, including without limitation brokerage fees and/or leasing commissions incurred by Landlord, and costs of removing and storing Tenant’s or any other occupant’s property, repairing, altering, remodeling, or otherwise putting the Demised Premises into condition acceptable to a new tenant or tenants, and all reasonable expenses incurred by Landlord in pursuing its remedies, including reasonable attorneys’ fees and court costs. In addition, provided Tenant is in default of a material obligation under this Lease and Landlord provides Tenant an additional ten (10) days’ written notice to cure such default, Landlord shall at its sole option, be entitled to recover from Tenant, and Tenant shall pay Landlord, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the Base Rental and Tenant’s Additional Rental, payable hereunder for the period which otherwise would have constituted the unexpired portion of the Lease Term (conclusively presuming the Tenant’s Additional Rental to be one hundred three percent (103%) of the Tenant’s Additional Rental payable, or so deemed payable, for the year immediately preceding but discounting as appropriate those costs that would reasonably be reduced or eliminated due to the Demised Premises being unoccupied), exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present worth at the rate of eight percent (8%) per annum. If, before presentation of proof of such liquidated damages to any court,

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

commission or tribunal, the Demised Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Lease Term, or any part thereof, subject to Landlord’s mitigation obligations set forth in Article 18.2.2, the amount of rent upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises to relet during the term of the reletting.

18.2.2 Landlord may terminate Tenant’s right of possession (but not this Lease), by written notice to Tenant specifying the date of termination in such notice, which termination date shall not be less than ten (10) days after such notice is given to Tenant, and on or after such date, enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, by entry, dispossessory suit or otherwise, without thereby releasing Tenant from any liability hereunder, without terminating this Lease, and without being liable for prosecution of any claim of damages therefor unless any such damages are caused by the negligence or willful misconduct of Landlord, its agents, contractors or employees, and if Landlord so elects, make such alterations, redecorations and repairs as, in Landlord’s reasonable judgment, may be necessary to relet the Demised Premises. Landlord shall use reasonable efforts to relet the Demised Premises and may do so, with or without advertisement, or by private negotiations (but only with an independent third party in an arms-length transaction), and receive the rent therefor, Tenant hereby agreeing to pay to Landlord on a monthly basis as and when Rent is due hereunder, the deficiency, if any, between all Rent reserved hereunder and the total net effective rental applicable to the Lease Term hereof by Landlord’s reletting (Landlord hereby agreeing that Landlord shall not structure the rental in any such lease or any lease assumption connected with such lease in any manner designed for the purpose of not equitably mitigating Tenant’s obligations hereunder). In determining the net effective rental received by Landlord by any such reletting, Landlord shall be entitled to deduct from the rent required to be paid by the tenant under the applicable lease, Landlord’s expenses in recovering possession (including reasonable attorneys’ fees and court costs), redecorating and restoring the Demised Premises and all costs incident to such reletting (which costs and expenses will be amortized over the term of such new lease at a market interest rate), including market broker’s commissions, any lease assumptions and any rent that is not in fact paid by the tenant under such lease, tenant improvement allowances, and rent concessions.

18.2.3 Landlord may enter upon the Demised Premises, without being liable for any claim of damages therefor unless any such damages are caused by the negligence or willful misconduct of Landlord, its agents, contractors or employees, and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any expenses including, without limitation, reasonable attorneys’ fees, that Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

18.3 Remedies Cumulative. Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedy herein provided or any other remedy provided by law or at equity, nor shall pursuit of any remedy herein provided constitute an election of remedies thereby excluding the later election of an alternate remedy, or a forfeiture or waiver of any Base Rental, Tenant’s Additional Rental or other charges and assessments payable by Tenant and due to Landlord hereunder or of any damages accruing to Landlord by reason of violation of any of the terms, covenants, warranties and provisions herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default.

19. Waiver of Breach.

No waiver by Landlord or Tenant of any breach by the other of the covenants, warranties, agreements, provisions, or conditions contained in this Lease shall be construed as a waiver of said covenant, warranty, provision, agreement or condition or of any subsequent breach thereof, and if any breach shall occur and afterwards. be compromised, settled or adjusted, this Lease shall continue in full force and effect as if no breach had occurred.

20. Assignment and Subletting.

20.1 Affiliates and Clients/Vendors. Tenant may, from time to time and at any time, without the need for the prior consent of Landlord, assign this Lease or sublet all or any part of the Demised Premises to an Affiliate of Tenant. Furthermore, Tenant may, from time to time and at any time, without the need for the prior consent of Landlord, sublet any part of the Demised Premises to an existing client or vendor of Tenant, provided in no event shall the total Net Rentable Area of such subleased space consist of more than [***] percent ([***]%) of the total Net Rentable Area within the Demised Premises as confirmed by the Supplemental Agreement. Notwithstanding the foregoing, in the event the Demised Premises require new demising walls by Landlord, and permits related thereto, due to such an assignment or sublease, Tenant shall provide Landlord with written notice of such assignment or sublease within thirty (30) days after the effective date thereof and the installation of such new demising walls shall not avail Tenant of any abatement of Rent as provided in Article 15 hereof, provided such installation is performed in a commercially reasonable and expeditious manner, subject to Excusable Delays and Tenant Delays that adversely affect the construction schedule (as mutually agreed upon). Any such work performed by or on behalf of Landlord shall be included as Operating Expenses (solely chargeable to Tenant). No assignment or subletting permitted under this Article 20.1 shall relieve Tenant of any of Tenant’s obligations under this Lease, and Tenant shall remain fully liable for the faithful performance of all covenants, terms and conditions hereof on Tenant’s part to be performed.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

20.2 Merger, Consolidation or Acquisition. Tenant may, from time to time and at any time, without the need for the prior consent of Landlord, assign this Lease to another entity in connection with the merger, acquisition or consolidation of Tenant and such other entity or to the purchaser or transferee of all or substantially all of the assets of Tenant (a “Successor”), provided (i) such merger, consolidation, or transfer of assets is not principally for the purpose of transferring Tenant’s leasehold estate and (ii) the successor entity, purchaser or transferee shall, as a result of such merger, consolidation or acquisition, agree in writing to be bound to pay the Rent, and all other rentals and charges hereunder, and to observe and perform all of the other terms, covenants and provisions of this Lease on the part of Tenant to be observed or performed.

20.3 Other Assignments or Subleasing.

20.3.1 Except for assignments or subleasing expressly permitted pursuant to Articles 20.1, 20.2 and 20.4 hereof, Tenant shall not assign this Lease or sublease the Demised Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Demised Premises without Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do any of the foregoing without Landlord’s prior written consent shall be void and of no effect, provided, however, that if Landlord does not respond within ten (10) business days after Tenant’s request for approval, then such consent shall be deemed to have been granted, and provided further that the level of occupancy of the Building or the fact that any proposed subtenant is a current tenant in the Project shall not be a permissible factor in Landlord’s consideration of such request. Without limiting the foregoing, Landlord may reasonably withhold its consent to any such assignment or subletting of the Demised Premises (except for those expressly permitted pursuant to Articles 20.1, 20.2 and 20.4) to any party who (i) is a governmental entity (or subdivision or agency thereof); (ii) would use the Demised Premises, in whole or in part, for other than Tenant’s permitted uses as set forth in Article 12.1 hereunder; (iii) is a prospective tenant that, before Tenant or its agent contacts such party, has received from Landlord a written proposal to lease space in the Project and Landlord’s proposal contains a comparable start date, term and size of the subject leased premises contained in Tenant’s sublease or assignment proposal; (iv) would (or whose use would) detract from the character of the Building as a first class office building (such as, without limitation, a dental, medical or chiropractic office); or (v) intends to use, store, or generate any Hazardous Substances in, on or about the Demised Premises not in accordance with the terms of this Lease or applicable law.

20.3.2 Landlord hereby acknowledges and agrees that Landlord shall not be entitled to any proceeds or excess rentals resulting from any permitted assignment or sublease hereunder.

20.4 Change of Control. If any successor to, or assignee of, Tenant shall be a partnership, limited liability company, or limited liability partnership, then a withdrawal or change (except in the ordinary course of business), whether voluntary,

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

involuntary or by operation of law, of partners or members owning a controlling interest in the successor or assignee shall be deemed a voluntary assignment of this Lease and subject to the provisions of this Article 20. If any successor to, or assignee of, Tenant shall be a professional corporation whose stock is not publicly traded, then any merger, consolidation or other reorganization of the successor or assignee, or the sale or transfer of a controlling interest in the capital stock of the successor or assignee, shall be deemed a voluntary assignment of this Lease and subject to the provisions of this Article 20.

20.5 Requirements and Conditions. Notwithstanding the foregoing, it shall be a pre-condition to any assignment or subletting hereunder, whether or not permitted without Landlord’s consent, that such assignee or subtenant (i) shall be in keeping and of a class with a Class “A”, corporate office environment; (ii) shall not use the Demised Premises in a manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with other Anchor Tenants; (iv) shall not be a governmental entity (or subdivision or agency thereof); or (v) shall not use, store, or generate any Hazardous Substances in, on or about the Demised Premises in violation of applicable Environmental Laws. Each sublessee or assignee shall fully observe all covenants of this Lease, including without limitation, the provisions of Article 12, and no consent by Landlord to an assignment or sublease shall be deemed in any manner to be a consent to a use not permitted under Article 12. No assignment or subletting by Tenant under this Article 20 shall relieve Tenant of any of Tenant’s obligations under this Lease, and Tenant shall remain fully liable for the faithful performance of all covenants, terms and conditions hereof on Tenant’s part to be performed. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Article 20 shall be void. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease.

20.6 Additional Requirements. No assignment of this Lease pursuant to Article 20.3 shall be effective unless and until there shall have been delivered to Landlord an agreement, executed by Tenant and the proposed assignee, wherein and whereby any assignee assumes due performance of this Lease to be done and performed for the balance then remaining in the Lease Term. No subletting of the Demised Premises, or any part thereof, pursuant to Article 20.3 shall be effective unless and until there shall have been delivered to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord’s sole discretion, upon termination of this Lease, and such sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects under such circumstances to continue such sublease. Landlord agrees that it shall not impose upon Tenant any charge or fee for its review and approval or disapproval, of any proposed assignment or sublease by Tenant. The early termination right contained in Article 4.2, the contraction rights contained in Article 4.3, the Rights of First Offer to Purchase or Lease contained in Articles 47 and 48 and the Right of First Refusal contained in Article 49 shall not be available to a subtenant of Tenant.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

20.7 Transfers by Landlord. At any time after the Full Rent Commencement Date, Landlord may assign or transfer its interest in this Lease or the Real Property, the Building, the Project or the Demised Premises for any purpose, and Landlord shall deliver notice to Tenant of such transfer or assignment. Upon any such transfer or assignment by Landlord of its interest hereunder and upon the assumption by such transferee or assignee of the obligations and liabilities of Landlord thereafter arising under this Lease, Landlord shall be deemed released from its obligations thereafter arising under this Lease, and Tenant shall look solely to Landlord’s transferee or assignee for the performance thereof.

20.8 Recapture. Notwithstanding anything in this Lease, at law or in equity to the contrary, Landlord shall have no right to recapture the Demised Premises or any part thereof in the event of any assignment or subletting provided for in this Article 20.

21. Destruction.

In the event that the Project, the Building, the Demised Premises, or the Building Parking Facilities are damaged or destroyed by fire or other casualty (“Casualty”), the rights and obligations of Landlord and Tenant shall be governed by the provisions of this Article 21.

21.1 Landlord’s Termination Rights.

21.1.1 In the event that the entire Building or any portion thereof (including the Building Parking Facilities) is substantially damaged by a Casualty not required to be insured against by Landlord hereunder or in the event that the Building or any portion thereof (including the Building Parking Facilities) is substantially damaged by Casualty required to be insured against by Landlord, but the insurance company is insolvent and financially unable to pay the proceeds that are due (through no fault of Landlord), Landlord shall have the right to terminate this Lease (provided that Landlord terminates all other leases in the Building as of the same date) by written notice to Tenant given within ninety (90) days after the earlier of the dates that either (a) Landlord should have reasonably discovered the Casualty or (b) the date Tenant gives Landlord notice of the Casualty (the earlier of such dates being herein referred to as the “Damage Date”). As used in this Article 21, the terms “substantial” or “substantially damaged” shall mean that greater than twenty percent (20%) or two (2) floors of the Building or one (1) full floor or more of the Building Parking Facilities are damaged.

21.1.2 If the entire Building or a substantial portion thereof (which may or may not include all or a part of the Demised Premises) (including, subject to Article 21.6, the Building Parking Facilities), or the Building systems or structural components of the Building (whether or not the Demised Premises are directly affected) are substantially damaged or destroyed and such damage or destruction is to the extent that in the reasonable opinion of Landlord’s architect delivered in writing to both parties within sixty (60) days after the Damage Date (the “Notice Date”), the damage cannot be

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

repaired or restored within three hundred sixty (360) days after the Notice Date, Landlord may terminate this Lease by giving Tenant notice within ninety (90) days after the Damage Date. If the Building (including, subject to Article 21.6, the Building Parking Facilities) is not substantially damaged, but in the reasonable opinion of Landlord’s architect delivered in writing to both parties within sixty (60) days after the Damage Date, the damage cannot be repaired or restored within one hundred eighty (180) days after the Notice Date, then Landlord may terminate this Lease by giving Tenant written notice within ninety (90) days after the Damage Date.

21.2 Tenant’s Termination Rights. If the Demised Premises are substantially damaged or destroyed by Casualty, or if any portion of the Building other than the Demised Premises (including, subject to Article 21.6, the Building Parking Facilities) is damaged by Casualty such that Tenant’s use or enjoyment of or access to the Demised Premises or the Building is materially adversely affected and if, in the reasonable opinion of Landlord’s architect, given in writing to both parties within sixty (60) days after the Damage Date, the Demised Premises cannot be repaired or restored to the condition in all material respects that existed prior to the Casualty within three hundred sixty (360) days after the Notice Date, Tenant may terminate this Lease by giving notice to Landlord within ninety (90) days after the Damage Date. If the Building (including, subject to Article 21.6, the Building Parking Facilities) is not substantially damaged, but in the reasonable opinion of Landlord’s architect delivered in writing to both parties within sixty (60) days after the Damage Date, the damage cannot be repaired or restored within one hundred eighty (180) days after the Notice Date, then Tenant may terminate this Lease by giving Landlord written notice within ninety (90) days after the Damage Date.

21.3 Termination Rights During Last Three (3) Years. Notwithstanding anything in this Article 21 to the contrary, if the Demised Premises are substantially damaged or destroyed by Casualty at any time during the last three (3) years of the Lease Term, and Landlord elects not to rebuild, then Landlord may terminate this Lease upon written notice to Tenant within sixty (60) days after the Damage Date provided that if Landlord exercises such election and Tenant has any unexercised option to extend the Lease Term, then Tenant may nullify Landlord’s asserted termination of this Lease by exercising Tenant’s next available right to extend the Lease Term, pursuant to Article 45 hereof, for either the First Extended Term (as hereinafter defined) or the Second Extended Term (as hereinafter defined), whichever is applicable, within thirty (30) days after receipt of Landlord’s notice of termination, and Landlord and Tenant agree to terms for such extension within thirty (30) days after Tenant’s written notice to Landlord of its intent to exercise the applicable extension option. Also, notwithstanding anything in this Article 21 to the contrary, if either the Demised Premises are substantially damaged or destroyed by Casualty, or if any portion of the Building other than the Demised Premises (including, subject to Article 21.6, the Building Parking Facilities) is substantially damaged or destroyed by Casualty so that Tenant’s use or enjoyment of or access to the Demised Premises is materially adversely affected, and such Casualty occurs during the last three (3) years of the Lease Term, Tenant may terminate this Lease upon notice to Landlord within sixty (60) days after the Damage Date.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

21.4 Landlord’s Restoration Obligations. If neither Landlord nor Tenant has the right to terminate this Lease pursuant to the foregoing provisions of Article 21, or if the party or parties that have the right to terminate this Lease do not exercise such right as hereinabove provided, Landlord shall have the property damaged by such Casualty repaired or restored to the condition in all material respects that existed prior to the Casualty at the sole expense of Landlord, but Landlord’s repair obligations shall be limited to the Base Building Work, the Tenant Improvements, the Tenant Alterations (to the extent such Tenant Alterations were made in compliance with the provisions of Article 13.2 hereof or were otherwise expressly consented to by Landlord) and any Expansion Work. Except as provided above, in no event shall Landlord be obligated to replace, repair or restore Tenant’s personal property, furniture, fixtures, equipment or the like (regardless of whether same were paid for with the Improvement Allowance). Tenant, at Tenant’s expense, shall promptly perform all repairs or restoration not required to be done by Landlord and, after Landlord and Tenant, as the case may be, complete the repairs or restoration, Tenant shall promptly re-enter the Demised Premises and commence doing business in accordance with this Lease. An equitable abatement in Rent based on the percentage of Net Rentable Area within the Demised Premises rendered untenantable and the percentage of the Building Parking Facilities rendered unusable, if applicable, shall be allowed from the Damage Date up to and until the date that is (i) thirty (30) days after the damage to be repaired or restored by Landlord hereunder has been repaired or restored in all material respects to its condition prior to the Casualty for a Casualty that is not substantial or (ii) sixty (60) days after the damage to be repaired or restored by Landlord hereunder has been repaired or restored in all material respects to its condition prior to the Casualty for a substantial Casualty (Landlord hereby agrees to provide Tenant and its contractors access to the Demised Premises as may reasonably be necessary for Tenant to accomplish its repair obligations hereunder to ensure that it has beneficial occupancy, i.e., open for business, within such time frame, subject to the terms of this Lease and applicable laws, statutes, ordinances, rules and regulations of governmental authorities, subject to the waivers of subrogation set forth in Article 17, and at Tenant’s own risk, expense and responsibility); provided that to the extent that any portion of the Demised Premises is unusable for the purpose for which it was being used prior to the Casualty, then all Rent applicable to such portion shall be abated in full. Landlord’s architect shall deliver a notice to both parties within sixty (60) days after the Damage Date stating the time required to repair and restore the damage caused by any Casualty and if Landlord is obligated hereunder to repair and restore such damage, Landlord shall use its best efforts in good faith to repair and restore such damage within the estimated time period. In the event of loss, damage or destruction described in this Article 21 and, as a consequence, Landlord is required by the operation of this Article 21 to repair the damaged property, the proceeds that are payable under policies of insurance carried by Landlord shall first be applied to repair the damaged property before such proceeds are applied in any other manner including, without limitation, the satisfaction of the debts secured by a mortgage or other lien

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

instruments, or interest or penalties imposed thereon. Notwithstanding any provisions of this Lease to the contrary, if Landlord undertakes to repair and restore damage caused by Casualty as required by the provisions of this Article 21.4, and fails to complete such repair and restoration within thirty (30) days after the time period estimated for such repair and restoration in the notice provided by Landlord’s architect, for any reason other than Excusable Delays or a Tenant Delay which adversely affects the construction schedule, Tenant may terminate this Lease by written notice to Landlord given after the date Landlord was obligated to complete such work and before such work is completed.

21.5 Landlord’s Architect; Termination Conditions. The opinions of and notices from Landlord’s architect contemplated in Articles 21.1, 21.2 and 21.4 shall be rendered or given, as the case may be, by a reputable, qualified, licensed architect selected by Landlord. Landlord shall give written notice to Tenant of Landlord’s selection within ten (10) business days after the Casualty. In the event Tenant shall object to the identity of the architect selected by Landlord, Tenant shall give written notice of such objection to Landlord within five (5) business days after the receipt by Tenant of a written request from Landlord to approve one or more specific architects. The failure by Tenant to make timely objection to the identity of any architect(s) selected or proposed by Landlord shall be deemed an approval of such architect(s). Tenant’s approval of any such architect(s) selected or proposed by Landlord shall not be unreasonably withheld. If Tenant shall object to the identity of the architect selected by Landlord, Landlord shall promptly select another architect and submit the name of the architect to Tenant for Tenant’s approval or disapproval. In the event of any termination of this Lease by either party pursuant to the preceding provisions of this Article 21, Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental and any other payments due hereunder shall be apportioned and paid to the Damage Date and Tenant shall vacate the Demised Premises as soon as reasonably possible (but in no event later than ninety (90) days) following the date of such termination; provided, however, that those matters of this Lease which are designated to cover matters of termination and the period thereafter shall survive the termination hereof.

21.6 Replacement Parking Facilities. Notwithstanding anything in this Article 21 to the contrary, in the event either (i) the Building Parking Facilities are substantially damaged by Casualty or (ii) the Building Parking Facilities are damaged by Casualty, but such damage is not substantial and Tenant’s parking requirements are not capable of being met in the undamaged portions of the Building Parking Facilities, but in either event the Demised Premises, in whole or in part, remains tenantable, Landlord shall use commercially reasonable efforts to obtain and offer to Tenant replacement, temporary parking facilities that are reasonable and sufficient for Tenant’s use, at one or more locations as close to the Building as practicable and reasonably acceptable to Tenant, until the Building Parking Facilities are restored. If Landlord is unable to obtain such sufficient replacement, temporary parking facilities that are reasonably acceptable to Tenant within one hundred twenty (120) days of the Damage Date, then Tenant may terminate this Lease by giving written notice to Landlord after such one hundred twenty (120) day period; provided, however, in the event there arises any dispute under this Article 21.6 regarding the reasonableness of such replacement parking facilities, the parties agree to first submit such dispute for resolution by non-binding mediation.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

21.7 Repair Standards. Unless this Lease is terminated as aforesaid as a result of any Casualty, Landlord shall, subject to and in accordance with Article 21.4, use good faith diligent efforts to have such repairs promptly commenced and diligently pursued in a good and workmanlike manner so as not to unnecessarily interfere with Tenant’s use or enjoyment of or access to the Demised Premises.

21.8 Reaffirmation of Lease. Upon the occurrence of any damage to, or destruction of the Demised Premises or any portion of the Building other than the Demised Premises which materially and adversely affects Tenant’s use or enjoyment of, or access to, the Demised Premises, and provided that either Tenant does not have the right hereunder to terminate this Lease as a result of such damage or Tenant does have the right hereunder to terminate this Lease, but has elected not to (or has failed to) terminate this Lease as provided herein, Tenant shall, within thirty (30) days after receipt by Tenant of a written request therefor from Landlord, provide Landlord with a written reaffirmation of this Lease, which reaffirmation shall be reasonably acceptable to Tenant including an acknowledgement that Tenant does not have the right to terminate this Lease as a result of such damage or that Tenant had the right to terminate this Lease, but has elected not to (or has failed to) terminate this Lease as herein provided. Tenant may qualify such acknowledgement if and to the extent Tenant may subsequently have the right hereunder to terminate this Lease as a result of Landlord’s failure to cause restoration within the time periods prescribed above.

22. Removal of Fixtures, Equipment and Effects.

Tenant shall, upon the expiration or termination of the Lease Term or any renewal thereof, remove all personalty and movable equipment that it has placed upon the Demised Premises, and Tenant shall be responsible for the cost of any repairs of any damage caused by removal of such personalty and equipment. Except as otherwise provided in Article 13.2 hereof, Tenant shall have the option to remove all fixtures installed by Tenant, but Tenant shall be responsible for the cost of repairs of any damage caused by the removal of such fixtures if Tenant elects to remove such fixtures; provided, however, that if Tenant elects not to remove any or all of such fixtures (including cabling or wiring), Tenant shall not be liable for any costs associated therewith so long as such fixtures were installed and maintained pursuant to the terms of this Lease. If Tenant shall fail or refuse to remove all of Tenant’s personalty and equipment from the Demised Premises upon the expiration or termination of this Lease where Tenant has an obligation to do so, Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said equipment and personalty without liability for any loss or damage thereto. Tenant shall pay Landlord on demand any and all expenses incurred by Landlord in such removal and storage, including, without limitation, storage charges. Landlord, at its option, may, without notice, sell said equipment and personalty or any part thereof at public or private sale for such price as Landlord may obtain and retain all the proceeds of

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

such sale; provided, however, that Landlord shall keep such equipment and personalty for at least thirty (30) days following the expiration or any termination of this Lease and Tenant shall have the right to reclaim such property upon notice to Landlord and the payment to Landlord of all costs incurred by Landlord to remove and store such property. If Tenant does not reclaim such property, Tenant shall pay to Landlord within thirty (30) days of notice thereof, all reasonable costs incurred by Landlord to remove and store such property. Landlord hereby affirmatively waives any and all of landlord’s liens in Tenant’s personal property, fixtures and equipment, whether created by statute, common law or otherwise. All obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Costs and all obligations concerning the condition and repair of the Demised Premises. The covenants and conditions of this Article 22 shall survive any expiration or termination of this Lease.

23. Services by Landlord.

23.1 Landlord shall provide the Building Standard Services described on Exhibit E hereto, except as to Special Secured Areas where a limitation on Landlord’s access would prevent provision of a particular service. In the event that there is an interruption in any of the Building Standard Services (i) caused by or through Landlord or Foundry Park II that continues for a period of five (5) consecutive business days or (ii) not caused by or through Landlord, Foundry Park II or Tenant that continues for a period of four (4) consecutive months, and such interruption in either case materially and adversely effects Tenant’s operations in the Demised Premises, then Rent shall begin to abate on a day-for-day basis thereafter, and shall continue until such Building Standard Services are restored. Notwithstanding the limitations set forth in Article 53, to the extent such an interruption is caused by or through Landlord or Foundry Park II and continues for a period of five (5) consecutive business days (or such additional time as may be necessary if the interruption is of such a nature that it cannot be remedied in such a time frame and Landlord or Foundry Park II, as applicable, has commenced curing the interruption within such period and is diligently pursuing same), Tenant shall have the right to do or cause to be done on behalf of and for the account of Landlord or Foundry Park II, whatever reasonably needs to be done to restore such Building Standard Services, and Landlord agrees to reimburse Tenant on demand for any and all reasonable costs and expenses, including without limitation, reasonable attorneys’ fees, that Tenant may incur in connection therewith, and if Landlord fails to make such reimbursement within thirty (30) days after written demand therefor together with a statement specifying in detail the basis for the claim for reimbursement, Tenant may deduct such costs and expenses, together with interest thereon at the Determination Rate, from any Rent thereafter accruing hereunder. To the extent such interruption in Building Standard Services is not caused by or through Tenant, reasonably prevents Tenant from conducting business from the Demised Premises and continues for a period of [***] ([***]) consecutive months, Tenant shall have the right to terminate this Lease upon written notice to Landlord (such notice of termination to be revocable in Tenant’s sole discretion

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at any time prior to the effective termination of this Lease); provided, however, Tenant shall be required to deliver written notice to Landlord that Tenant may elect to terminate this Lease based on such interruption at least five (5) months prior to any date of effective termination in order for such termination to be effective and such termination shall not be effective if at any time prior to the expiration of such five (5) month period Landlord effectively cures such interruption. There shall be no abatement of Rent or termination rights available to Tenant hereunder if Tenant or Tenant’s agents, employees, contractors or invitees (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity) cause an interruption of Building Standard Services. The obligations set forth in this Article 23.1 shall specifically exclude any successor in title to the Foundry Park II Parcel only, other than Landlord, Foundry Park II or their respective Affiliates.

23.2 Property Management. Landlord shall provide all property management services to the Project, the Building and the Demised Premises, such services at all times to be consistent with other first class office buildings located in the Greater Richmond Metropolitan Area. The property management fee shall be consistent with competitive third party management contracts in the market of a similar scope. Landlord’s property manager shall have the prior approval of Tenant, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right, for so long as it is the sole tenant in the Building, to self-manage the Building (in which case Tenant agrees to keep Landlord reasonably apprised of such management activities from time to time and as and when requested by Landlord) or, at its reasonable discretion, to select a professional building management company to perform such services, such professional building management company to have the prior written approval of Landlord, such approval not to be unreasonably withheld. In addition, for so long as Tenant leases a majority of the Building, Tenant may separately contract for various services, including those provided by Landlord, such as janitorial and security services and any other service reasonably acceptable to Landlord. If Tenant self-manages the Building or selects a professional management firm to perform such services, Landlord and Tenant will mutually agree upon an approved list of vendors and service level agreements for maintaining the Building and its systems in a first class manner. Landlord further agrees to consider Tenant’s preferences about the day-to-day operation of the Building and if such preferences are reasonable, Landlord shall incorporate same into Building management decisions and contracts.

23.3 Dispute Resolution. In the event there arises any dispute under this Article 23, the parties agree to first submit such dispute for resolution by non-binding mediation.

24. Attorneys’ Fees.

If Landlord, without fault on its part, is made a party to or is required to testify in connection with any litigation or administrative proceedings commenced by, against or

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concerning Tenant and Tenant is ultimately determined to be at fault, then Tenant shall protect and hold harmless Landlord from and shall pay all reasonable costs, expenses and attorneys’ fees incurred by Landlord in connection with such proceeding. If Tenant, without fault on its part, is made a party to or is required to testify in connection with any litigation or administrative proceeding commenced by, against or concerning Landlord and Landlord is ultimately determined to be at fault, then Landlord shall protect and hold harmless Tenant from and shall pay all reasonable costs, expenses and attorneys’ fees incurred by Tenant in connection with such proceeding. In the event either party defaults in the performance of any of the terms, agreements or conditions contained in this Lease and the other party places the enforcement of this Lease, or any part thereof, or the collection of any Rent due or to become due hereunder, or recovery of the possession, of the Demised Premises, in the hands of an attorney who files suit upon the same, and should such non-defaulting party prevail in such suit, the defaulting party agrees to pay the other party’s reasonable attorneys’ fees.

25. Time.

Time is of the essence of this Lease and whenever a certain day is stated for payment or performance of any obligation of Tenant or Landlord, the same enters into and becomes a part of the consideration hereof.

26. Subordination and Attornment.

26.1 Subordination. Tenant agrees that it shall subordinate this Lease to any mortgage or underlying lease encumbering or affecting the Demised Premises, the Building or the Project or any component thereof and to all advances made or hereafter to be made upon the security thereof; provided that the holder of any such mortgage or the lessor under any such underlying lease shall, on behalf of themselves and their successors and assigns, first agree, in a document that is in recordable form and otherwise reasonably satisfactory to Tenant, and typical for major office leases including those relating to Class “A”, corporate office environments, that so long as no event of default (as defined in Article 18.1 above) has occurred and remains uncured beyond all applicable cure periods, Tenant’s rights under this Lease including, without limitation, the rights to require application of Landlord’s insurance proceeds and condemnation awards as provided in this Lease and the payment of all amounts owed by Landlord under the Lease, and Tenant’s possession of the Demised Premises during the remainder of the Lease Term and any extension or renewal thereof, shall not be disturbed despite any foreclosure, lease termination or other action by such mortgagee (or its trustees under a deed of trust) or lessor or any of their successors or assigns, including, without limitation, the taking of possession of the Project or any portion thereof by the mortgagee or lessor or the exercise of any assignment of rents by the mortgagee, such trustees or lessor. Landlord, Tenant and such mortgagee, trustees or lessor shall execute promptly such additional instruments as may be reasonably required to carry out the intent hereof. In such instrument, Tenant shall agree to give the holder of a mortgage (or, in the case of an underlying lease, the lessor thereunder) notice of defaults by Landlord hereunder and the

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same time period, if any, to cure such default as may be allowed to Landlord under this Lease; provided, that with respect to non-monetary defaults that by their nature are susceptible of cure by a party other than Landlord, the mortgagee or lessor shall be allowed an additional fifteen (15) day period to commence and complete the cure of such default beyond the time period allowed to Landlord under this Lease. Tenant shall agree that if such notice and opportunity to cure a Landlord’s default are required to be given pursuant to any such instrument, but Tenant does not comply with such requirement, then the party succeeding to the interest of Landlord as a result of the subsequent enforcement of the mortgage or lease described in such instrument shall not be liable for any accrued obligation of the former Landlord or any act or omission of the former Landlord relating to Landlord’s default of which no notice or applicable opportunity to cure was given to the mortgagee or lessor. Each of Tenant and Landlord agrees that, if requested by the other, each shall, without charge, enter into (i) a Subordination, Non-Disturbance and Attornment Agreement reasonably and customarily requested by mortgagees, and the form attached hereto as Exhibit G shall be reasonable and customary provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of this Article 26.1, and (ii) an agreement with the mortgagee whereby Tenant shall agree for the benefit of such mortgagee that Tenant will not, without in each case the prior written consent of such mortgagee, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, modify, cancel or surrender the Lease Term except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord so to do, or (b) pay any installment of Base Rental more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

26.2 Election by Mortgagee. If any mortgagee elects to have this Lease superior to its mortgage and it shall signify its election in the instrument creating its lien or by separate recorded instrument, then this Lease shall be superior to its mortgage. The term “Mortgage” as used in this Lease, includes any mortgage, deed to secure debt, deed of trust and any other instrument creating a lien in connection with any financing or refinancing. The term “Mortgagee” refers to the holder of the indebtedness secured by a mortgage.

26.3 Estoppel Certificate.

26.3.1 Within twenty (20) days after request therefor by Landlord, Tenant agrees to execute and deliver to Landlord in recordable form an estoppel certificate addressed to Landlord and any existing or proposed mortgagee or assignee of Landlord’s interest in, or purchaser of, the Demised Premises or the Building or any part thereof, certifying (if such be the case) that this Lease is unmodified and is in full force and effect (and if there have been modifications, that the same is in full force and effect as modified and stating said modifications); that there are no defenses or offsets against the enforcement thereof or stating those claimed by Tenant; stating the date to which Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental and other charges have been paid; and, following any casualty or condemnation that does not result

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in a termination of this Lease, that Tenant reaffirms the Lease as required in Articles 21 and 32 hereof. Such certificate shall also include such other information as may reasonably be required by Landlord or such mortgagee, proposed mortgagee, assignee or purchaser. If Tenant does not execute and deliver to Landlord such estoppel certificate as referenced above within such twenty (20) day period, Landlord shall provide Tenant with an additional five (5) days’ written notice after which, if Tenant has not complied with this Article 26.3, Tenant shall be deemed automatically in default hereunder without any further notice required by Landlord.

26.3.2 Within twenty (20) days after request therefor by Tenant, Landlord agrees to execute and deliver to Tenant in recordable form an estoppel certificate addressed to Tenant and any existing or proposed lender, assignee or sublessee of Tenant, certifying (if such be the case) that this Lease is unmodified and is in full force and effect (and if there have been modifications, that the same is in full force and effect as modified and stating said modifications); that there are no defenses or counterclaims against the enforcement of this Lease by Tenant or stating those claimed by Landlord; and stating the date to which Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental and other charges have been paid. Such certificate shall also include such other information as may reasonably be required by Tenant or such lender, assignee or sublessee. If Landlord does not execute and deliver to Tenant such estoppel certificate as referenced above within such twenty (20) day period, Tenant shall provide Landlord with an additional five (5) days’ written notice after which, if Landlord has not complied with this Article 26.3, Landlord shall be deemed automatically in default hereunder without any further notice required by Tenant.

26.4 Attornment. In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Building, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, subject to the requirements of Article 26.1, at the option of the purchaser at foreclosure or under power of sale, or the lessor of Landlord upon such lease termination, as the case may be, attorn to such person and shall recognize such person as the landlord under this Lease; provided, however, that no such person shall be bound by any payment of Base Rental or Tenant’s Additional Rental for more than one (1) month in advance. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord’s interest in the Demised Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage or by a lessor under its underlying lease shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder.

27. Cumulative Rights.

Except as expressly provided to the contrary in this Lease, all rights, powers, remedies and privileges conferred hereunder upon the parties hereto shall be cumulative to, but not restrictive of or in lieu of, those conferred by law.

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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

28. Holding Over.

If Tenant remains in possession after expiration or termination of the Lease Term, with or without Landlord’s written consent, Tenant shall become a tenant-at-will, and there shall be no renewal of this Lease by operation of law. During the first ninety (90) days of any such holding over, all provisions of this Lease shall be and remain in effect except that the monthly Base Rental and Tenant’s Additional Rental shall be an amount equal to one hundred twenty-five percent (125%) of Base Rental and Tenant’s Additional Rental (including any adjustments as provided herein) payable for the last full month of the Lease Term, and thereafter monthly Base Rental and Tenant’s Additional Rental shall be an amount equal to one hundred fifty percent (150%) of the amount of Base Rental and Tenant’s Additional Rental (including any adjustments as provided herein) payable for the last full month of the Lease Term. The inclusion of the preceding sentence in this Lease shall not be construed as Landlord’s consent for Tenant to hold over. Tenant shall defend, indemnify and hold Landlord harmless from and against any and all claims, losses and liabilities for damages resulting from failure to surrender possession upon the expiration or sooner termination of the Lease Term, including, without limitation, any claims made by any succeeding tenant. Notwithstanding the foregoing, in the event of a holdover, Tenant shall not be responsible for consequential damages unless such holdover lasts longer than six (6) months, and if such holdover lasts longer than six (6) months, Tenant shall only be responsible for those consequential damages incurred by Landlord after the date that is six (6) months after the date Tenant’s holdover commenced.

29. Surrender of Premises.

Upon the expiration or earlier termination of this Lease, Tenant shall quit and surrender to Landlord the Demised Premises, broom clean and in the same condition as at the Full Rent Commencement Date, except for (i) Landlord’s repair and maintenance obligations, (ii) any Tenant Alterations that Tenant elects not to remove as set forth in Article 13.2.4 (provided such Tenant Alterations were made in compliance with the provisions of Article 13.2 hereof or were otherwise expressly consented to by Landlord), (iii) reasonable wear and tear, and (iv) damage caused by Casualty or condemnation. Tenant shall remove such of its personalty and movable equipment from the Demised Premises as is required by Article 22 hereof. Tenant’s obligation to observe or perform this covenant shall survive the expiration or earlier termination of this Lease.

30. Notices.

All notices, consents or approvals required or permitted to be given hereunder must be in writing and may be delivered in person to any party or may be sent by overnight express courier or registered or certified mail, with postage prepaid, return receipt requested. Any notice, consent or approval shall be deemed received by the party to whom it is sent (i) in the case of personal delivery, on the date of delivery to such party, (ii) in the case of overnight express courier delivery, the date receipt is acknowledged by the party to whom such notice is addressed as evidenced by a written

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receipt signed on behalf of such party, and (iii) in the case of registered or certified mail, the date receipt is acknowledged on the return receipt for such notice; provided, however, that if any party refuses to accept delivery or has moved and has not provided the other party a new address by notice given in accordance with this Article 30, that party shall be deemed to have received such notice. All such notices, consents or approvals shall be addressed to Landlord or Tenant at their respective address set forth hereinabove or at such other address as either party shall have theretofore given to the other by notice as herein provided.

31. Damage or Theft of Personal Property.

All personal property brought into the Demised Premises by Tenant, or Tenant’s employees or business visitors, shall be at the risk of Tenant only, and Landlord shall not be liable for theft thereof or any damage thereto occasioned by any act of co-tenants, occupants, invitees or other users of the Building or any other person unless caused by the negligence or willful misconduct of Landlord or Landlord’s management company or their respective agents, contractors or employees.

32. Eminent Domain.

32.1 Whole or Partial Taking. If at any time during the Lease Term, the whole of the Building or Building Parking Facilities shall be permanently taken for any public or quasi-public use, under any statute, or by right of eminent domain, this Lease shall terminate on the date of such taking. If less than all of the Building or Building Parking Facilities shall be so taken and Tenant reasonably determines in good faith that it is unable to continue to conduct its business in the Demised Premises in a manner reasonably acceptable to Tenant, or Landlord reasonably determines in good faith that the Building or Building Parking Facilities cannot be restored to usefulness in any economically feasible manner, then Landlord or Tenant may, by notice to the other within sixty (60) days after written notice of such taking, terminate this Lease. Notwithstanding the preceding sentence, Tenant shall not have the right to terminate this Lease if no part of the Demised Premises has been taken and if, within sixty (60) days after both parties learn that a taking will occur, Landlord provides substitutes within the Project for such taken property within one hundred eighty (180) days after the taking occurs so that the material adverse effect from such taking is eliminated within such one hundred eighty (180) day period. If all or any portion of the Building Parking Facilities is taken, then until such substitutes within the Project are completed, Landlord’s and Tenant’s obligations relative to temporary replacement facilities shall be as set forth in Article 21.6 above. At the time Landlord delivers such written notice to Tenant, Landlord shall also deliver preliminary plans for the proposed substitutes. Within ten (10) business days after receipt of such preliminary plans, Tenant will either approve the same in writing or notify Landlord in writing of Tenant’s commercially reasonable objections. Upon receipt of Tenant’s notice of objections, Landlord will cause revised preliminary plans to be prepared to address such objections as Landlord deems commercially reasonable and submit the revised preliminary plans to Tenant. Upon

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submittal to Tenant of the revised preliminary plans, and upon submittal of any further revisions, the procedures described above will be repeated until the preliminary plans for the proposed substitutes are approved by Tenant. If the parties do not resolve such objections within thirty (30) business days from the date of Tenant’s initial receipt of the preliminary plans, the parties hereto agree to submit their dispute to non-binding mediation. If Tenant does not respond to Landlord in writing within any such ten (10) business day period, the preliminary plans for the proposed substitutes shall be deemed approved by Tenant. If Landlord does not accomplish the work for such substitutes substantially in accordance with the approved plans, within one hundred eighty (180) days after the taking occurs (subject to extension for Excusable Delays and Tenant Delays), Tenant shall have the right to terminate this Lease by written notice to Landlord within thirty (30) days following the expiration of such one hundred eighty (180) day period; provided, however, that if Landlord completes such work within such thirty (30) day period, Tenant’s termination notice shall be deemed void and this Lease shall remain in full force and effect. If Landlord or Tenant exercises its option to so terminate this Lease, this Lease and the Lease Term hereof shall end on the date of such taking and the Rent shall be apportioned and paid to the date of such taking; however, those provisions of this Lease which are designated to cover matters of termination and the period thereafter shall survive the termination hereof.

32.2 Rent Abatement. If less than all of the Building or Building Parking Facilities shall be taken and neither Landlord nor Tenant terminates this Lease pursuant to this Article 32.2, this Lease shall remain unaffected, and there shall be an equitable adjustment in the Base Rental based on the extent that Tenant’s use or enjoyment of, or access to, the Demised Premises or the Project has been adversely affected.

32.3 Temporary Taking. Notwithstanding anything to the contrary in the foregoing provision of Article 32.1, the requisitioning of the Demised Premises or any part thereof by military or other public authority for purposes arising out of a temporary emergency or other temporary situation shall constitute a taking of the Demised Premises by eminent domain when the use and occupancy of the requisitioning authority has continued for ninety (90) days. During such ninety (90) day period, and thereafter for the duration of such use and occupancy of the Demised Premises by the requisitioning authority if this Lease is not terminated under Article 32.1 above, the Rent shall be equitably abated for that period under this Lease.

32.4 Condemnation Award. Landlord shall be entitled to receive the entire award or awards in any condemnation proceeding without deduction therefrom for any estate or interest vested in Tenant, and Tenant shall receive no part of such award or awards from Landlord or in the proceedings, except as otherwise expressly provided in this Article. Subject to the foregoing, Tenant hereby assigns to Landlord any and all of its rights, title and interest in or to such award or awards or any part thereof.

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32.5 Tenant’s Interest. In the event of a taking hereunder, Tenant shall be entitled to claim, prove and receive in the condemnation proceeding (1) the unamortized value over the Lease Term of the Tenant Improvements and trade fixtures for which Tenant actually paid without reimbursement or contribution from Landlord and any Tenant Alterations made at Tenant’s expense, less depreciation from the date of installation thereof to the date of taking, regardless of whether the improvements and alterations might be considered a part of the Demised Premises or shall be or become the property of Landlord under the terms of this Lease; (2) the value of Tenant’s trade fixtures which Tenant actually paid for without reimbursement or contribution from Landlord and which are taken; (3) relocation expenses; and (4) consequential damages (excluding the value of Tenant’s leasehold estate, if any), provided such award will not reduce the award payable to Landlord. Each party shall seek its own award, as limited above, at its own expense, and neither shall have any right to the award made to the other.

32.6 Restoration. If there is a taking hereunder and this Lease is continued, Landlord shall, at its expense, but only to the extent of the amount of the condemnation award, promptly commence and thereafter proceed with reasonable diligence to repair, alter and restore the Building as a complete architectural unit of substantially the same proportionate usefulness, design and construction existing immediately prior to the date of taking and the Rent shall be equitably abated until the date that is (i) thirty (30) days after the taking to be repaired or restored by Landlord hereunder has been repaired or restored in all material respects to its condition prior to the taking for a taking that is not substantial or (ii) sixty (60) days after the taking to be repaired or restored by Landlord hereunder has been repaired or restored in all material respects to its condition prior to the taking for a substantial taking (Landlord hereby agrees to provide Tenant and its contractors access to the Demised Premises as may reasonably be necessary for Tenant to accomplish its repair obligations hereunder to ensure that it has beneficial occupancy, i.e., open for business, within such time frame, subject to the terms of this Lease and all applicable laws, statutes, ordinances, rules and regulations of governmental authorities, and at Tenant’s own risk, expense and responsibility, subject to the waivers of subrogation set forth in Article 17).

32.7 Power of Sale. Taking by condemnation or eminent domain hereunder shall include the exercise of any similar governmental power and any sale, transfer or other disposition of the Building or Real Property in lieu or under threat of condemnation. The term “Building”, as used in this Article, shall mean the Project and any and all access ways thereto.

32.8 Reaffirmation of Lease. If there is a partial taking of the Building or the Building Parking Facilities and this Lease is not thereupon terminated under the provisions of this Article 32, Tenant shall, within thirty (30) days after receipt by Tenant of a written request therefor from Landlord, provide Landlord with a written reaffirmation of this Lease, including an acknowledgement that Tenant does not have the right to terminate this Lease as a result of such taking or that Tenant had the right to terminate this Lease, but has elected not to (or has failed to) terminate this Lease as

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herein provided. Tenant may qualify such acknowledgement if and to the extent Tenant may subsequently have the right hereunder to terminate this Lease as a result of Landlord’s failure to cause restoration within the time periods prescribed above.

33. Parties.

The term “Landlord”, as used in this Lease, shall include Landlord and its assigns and successors in title to the Real Property. The term “Tenant” shall include Tenant and its assigns and successors. The term “Foundry Park II” shall include Foundry Park II and its assigns and successors in title to the Foundry Park II Parcel (except as set forth in Articles 23.1, 47.2, 48 and 57.3). Unless otherwise expressly provided herein, this Lease shall bind and inure to the benefit of Landlord, Tenant and their respective assigns and successors and of Foundry Park II and its assigns and successors, but solely with regard to those stated Lease obligations of Foundry Park II contained or limited in Articles 47.2, 48, 54, 57.1 and 57.3.

34. Reciprocal Indemnification Provisions.

Subject to the waivers of subrogation set forth in Article 17, Tenant hereby indemnifies Landlord and its officers, directors, employees and agents (“Landlord Indemnities”) from and agrees to hold Landlord Indemnities harmless against, any and all liability, loss, cost, damage or expense, including, without limitation, court costs and reasonable attorneys’ fees, imposed on Landlord by any person whomsoever, caused by or arising from Tenant’s failure to perform its obligations under this Lease, or due to the negligence or willful misconduct of Tenant, or any of its employees, contractors, servants, agents, subtenants, or legal representatives (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity). Subject to the waivers of subrogation set forth in Article 17, Landlord hereby indemnifies Tenant and its officers, directors, employees and agents (“Tenant Indemnities”) from, and agrees to hold Tenant Indemnities harmless against, any and all liability, loss, cost, damage or expense, including without limitation, court costs and reasonable attorneys’ fees, imposed on Tenant by any person whomsoever, caused by or arising from Landlord’s failure to perform its obligations under this Lease, or due to the negligence or willful misconduct of Landlord, or any of its employees, contractors, servants, agents or legal representatives. The provisions of this Article 34 shall survive the expiration or earlier termination of this Lease.

35. Force Majeure.

Upon the occurrence of Excusable Delays resulting in Landlord’s inability to supply the services or perform the other obligations required of Landlord hereunder, this Lease shall not terminate except as otherwise provided in this Lease or the Work Letter and Landlord shall not be considered to be in default under this Lease except as otherwise provided in this Lease or the Work Letter and Tenant’s obligation to pay Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental and all other charges and sums due and payable by Tenant shall not be affected or excused, except to the extent

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expressly provided in this Lease or the Work Letter. If, as a result of Excusable Delays, Tenant is delayed in performing any of its obligations under this Lease, other than Tenant’s obligation to pay Rent, including Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental and all other charges and sums payable by Tenant hereunder, Tenant’s performance shall be excused for a period equal to such delay, and Tenant shall not during such period be considered to be in default under this Lease with respect to the obligation, performance of which has thus been delayed. Except as otherwise provided in this Lease or the Work Letter and except for personal injury, loss or damage caused by or due to the negligence or willful misconduct of Landlord or its contractors, agents or employees, Landlord or its agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain that may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, or from the act or negligence of any other tenant or any officer, agent, employee, contractor or guest of any such tenant.

36. Landlord’s Liability.

Neither Landlord nor any of its partners, employees, agents, members or managers shall have any personal liability with respect to any of the provisions of this Lease. If Landlord is in default with respect to its obligations under this Lease, any claim by Tenant against Landlord as a result of such default shall be subject to the notice and cure provisions set forth in Article 53 hereof. In no event shall any recourse be had to any other property or assets of Landlord or any of its partners, employees, agents, members or managers.

37. Landlord’s Covenant of Quiet Enjoyment.

Provided Tenant performs the terms, conditions and covenants of this Lease, Landlord covenants and agrees to take all necessary steps to secure and to maintain for the benefit of Tenant the quiet and peaceful possession of the Demised Premises, for the Lease Term, without hindrance, claim or molestation by Landlord or any other person acting by, through or under Landlord. Landlord warrants to Tenant that Landlord has good and marketable fee simple title to the Real Property and that the Foundry Park II Parcel is owned in fee simple by Foundry Park II, LLC, a Virginia limited liability company (“Foundry Park II”). Landlord shall cooperate with and keep Tenant reasonably advised in connection with Landlord’s title and survey work being conducted in the course of developing and financing the Project, and will execute and deliver commercially reasonable documents as may reasonably be necessary for Tenant to obtain a leasehold title policy in the event Tenant elects to obtain same. Foundry Park II executes this Lease to evidence its consent to, approval of and agreement to be bound by the rights of Tenant to the Foundry Park II Parcel and the express obligations of Foundry Park II contained in Articles 33, 47.2, 48, 54, 57.1 and 57.3 of this Lease.

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38. Lease.

This Lease shall create the relationship of landlord and tenant between Landlord and Tenant and no estate shall pass out of Landlord except the leasehold estate created hereby.

39. Submission of Lease.

The submission of this Lease for examination does not constitute an offer to lease, and this Lease shall be effective only upon execution and delivery hereof by Landlord and Tenant.

40. Severability.

If any clause or provision of the Lease is illegal, invalid or unenforceable under present or future laws, the remainder of this Lease shall not be affected thereby, and in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there shall be added as a part of this Lease a clause or provision as nearly identical to the said clause or provision as may be legal, valid and enforceable.

41. Entire Agreement.

This Lease, including all exhibits, schedules and riders attached hereto, contains the entire agreement of the parties and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No failure of Landlord or Tenant to exercise any power given to it hereunder, or to insist upon strict compliance by the other with any obligation of the other hereunder, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of Landlord’s and Tenant’s rights to demand exact compliance with the terms hereof.

42. Governing Law.

The laws of the Commonwealth of Virginia shall govern the validity, performance and enforcement of this Lease.

43. Headings.

The use of headings herein is solely for the convenience of indexing the various Articles, paragraphs and subparagraphs hereof and shall in no event be considered in construing or interpreting any provision of this Lease.

44. Exhibits and Recitals.

The exhibits attached to this Lease and the recitals hereto are hereby incorporated herein by this reference as though fully set forth.

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45. Extension Options.

If Tenant wishes to extend the Lease Term for all or any part of the Demised Premises beyond the scheduled Lease Expiration Date, and provided Tenant, at the time it must give notice of its intent to extend the Lease Term, is leasing at least one hundred thousand (100,000) square feet of Net Rentable Area in the Building, then the following procedure will be followed:

45.1 First Extended Term Option. Tenant must provide written notice to Landlord at least twelve (12) months prior to the initial Lease Expiration Date of its desire to extend the Lease Term for a period of five (5) years beginning immediately following the initial Lease Expiration Date (the designated period being referred to in this Lease as “First Extended Term”).

45.2 Terms for First Extended Term. Tenant and Landlord will then use commercially reasonable efforts to negotiate the terms of such proposed First Extended Term including the prevailing, fair market rental rate for the Demised Premises, fair market improvement allowance, free rent and other concessions, future expansion options, the amount of space and all of the other terms and conditions. Both Landlord and Tenant will negotiate in good faith and Landlord will not cause unreasonable delays. If, notwithstanding the commercially reasonable efforts of Landlord and Tenant, Tenant and Landlord have not been able to agree on the terms and conditions for the proposed First Extended Term within thirty (30) days of Tenant’s delivery of written notice of extension, (a) Tenant may void its election to extend this Lease beyond the initial Lease Expiration Date and this Lease shall expire on such initial Lease Expiration Date subject to the terms, conditions and obligations of the parties contained in this Lease, or (b) each party hereto shall select a commercial real estate broker that (i) is not affiliated with Landlord or Tenant, (ii) has no fewer than ten (10) years experience in the Greater Downtown Richmond, Virginia office market and (iii) is licensed by and in good standing under the laws of the Commonwealth of Virginia (the “Valuing Brokers”). The Valuing Brokers so selected shall, not later than ten (10) days after their selection, select a third Valuing Broker. The three (3) Valuing Brokers shall each, not later than forty-five (45) days after the selection of the third Valuing Broker, render his or her opinion of the prevailing, fair market rental rate of the Demised Premises for the First Extended Term, taking into account the factors set forth below, and such prevailing, fair market rental rate for the First Extended Term shall be equal to the simple average of the prevailing, fair market rental rates of the Demised Premises as determined by each of the three (3) Valuing Brokers. The Base Rental payable by Tenant to Landlord during the First Extended Term shall be [***] percent ([***]%) of the then prevailing, fair market rental rate for the First Extended Term as determined by the parties or by the Valuing Brokers, as applicable. In determining the prevailing, fair market rental rate for the Demised Premises, the parties and the Valuing Brokers, as applicable, shall take into consideration (a) the then prevailing, fair market rental rates for comparable Class “A” office space in the downtown Richmond, Virginia office market having similar age and quality, (b) the size of the Demised Premises to be leased to Tenant, (c) the length of the

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renewal term, (d) net rent, (e) operating expenses, (f) real estate taxes, (g) other relevant economic terms, (h) the credit of Tenant and (i) any costs or expenses not incurred by Landlord by reason of Landlord’s not having to find a new tenant for the Demised Premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). If for any reason the Base Rental for the First Extended Term is not established before the commencement of the First Extended Term, the First Extended Term shall nevertheless commence and Tenant shall pay the Base Rental computed in accordance with the terms of this Lease until the Base Rental is established, and once the Base Rental has been determined in accordance herewith, a rental adjustment retroactive to the date on which the First Extended Term commenced shall be made.

45.3 Second Extended Term Option. If the Lease Term was extended for the First Extended Term for a period of [***] ([***]) years pursuant to the foregoing provisions of this Article 45, Tenant shall have the right to extend the Lease Term for an additional [***] ([***]) year period beginning immediately upon the scheduled expiration date of the First Extended Term. Tenant must provide notice to Landlord at least twelve (12) months prior to the scheduled expiration date of the First Extended Term of its desire to extend the Lease Term for the additional [***] ([***]) year period (“Second Extended Term”).

45.4 Terms for Second Extended Term. Tenant and Landlord will then use commercially reasonable efforts to negotiate the terms of such proposed Second Extended Term including prevailing, fair market rental rate for the Demised Premises, fair market improvement allowance, free rent and other concessions, future expansion options, the amount of space and all of the other terms and conditions. Both Landlord and Tenant will negotiate in good faith and Landlord will not cause unreasonable delays. If, notwithstanding the commercially reasonable efforts of Landlord and Tenant, Tenant and Landlord have not been able to agree on the terms and conditions for the proposed Second Extended Term within thirty (30) days of Tenant’s delivery of written notice of the extension, (a) Tenant may void its election to extend this Lease beyond the First Extended Term and this Lease shall expire on expiration date of the First Extended Term subject to the terms, conditions and obligations of the parties contained in this Lease or (b) each party hereto shall submit the matter to the Valuing Brokers consistent with the methodology set forth in Article 45.2 and such prevailing, fair market rental rate for the Second Extended Term shall be equal to the simple average of the prevailing, fair market rental rates of the Demised Premises as determined by each of the three (3) Valuing Brokers. The Base Rental payable by Tenant to Landlord during the Second Extended Term shall be [***] percent ([***]%) of the then prevailing, fair market rental rate for the Second Extended Term as determined by the parties or by the Valuing Brokers, as applicable. In determining the prevailing, fair market rental rate for the Demised Premises, the parties and the Valuing Brokers, as applicable, shall take into consideration (a) the then prevailing, fair market rental rates for comparable Class “A” office space in the downtown Richmond, Virginia office market having similar age and quality, (b) the size of the Demised Premises to be leased to Tenant, (c) the length of the renewal term,

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(d) net rent, (e) operating expenses, (f) real estate taxes, (g) other relevant economic terms, (h) the credit of Tenant, and (i) any costs or expenses not incurred by Landlord by reason of Landlord’s not having to find a new tenant for the Demised Premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). If for any reason the Base Rental for the Second Extended Term is not established before the commencement of the Second Extended Term, the Second Extended Term shall nevertheless commence and Tenant shall pay the Base Rental computed in accordance with the terms of the First Extended Term until the Base Rental is established, and once the Base Rental has been determined in accordance herewith, a rental adjustment retroactive to the date on which the Second Extended Term commenced shall be made.

45.5 Demised Premises During Extended Terms. Tenant shall have the right in its sole and absolute discretion to lease fewer square feet of space comprising the Demised Premises during the First Extended Term and the Second Extended Term than the square footage comprising the Demised Premises at the initial Lease Expiration Date or the expiration date of the First Extended Term, as the case may be, provided (a) Tenant leases at least one hundred thousand (100,000) square feet of Net Rentable Area in the Building during the First Extended Term or the Second Extended Term (excluding the lobby for purposes of this calculation) and (b) the space Tenant elects not to renew shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Tenant shall inform Landlord of its election to reduce the size of the Demised Premises with Tenant’s written notice of its desire to extend the Lease Term.

45.6 Lease Amendments. Following agreement by the parties on the terms and conditions for the First Extended Term and/or the Second Extended Term, the parties shall promptly execute an amendment to this Lease in form and substance reasonably acceptable to Landlord and Tenant and setting forth the terms and conditions as so agreed.

46. Expansion Site.

Provided Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right to expand the Building by a minimum of fifty thousand (50,000) square feet and up to a maximum of one hundred thousand (100,000) square feet of space (the “Expansion Space”), and the right to expand the Building Parking Facilities by up to three hundred fifty (350) parking spaces (collectively with the Expansion Space, the “Expansion Work”), provided such Expansion Space and Expansion Work are approved by applicable governmental authorities and comply with all applicable laws, statutes, ordinances, rules and regulations of governmental authorities. The Expansion Work shall be the exclusive right of Tenant and shall not be available to any other tenant of the Building or any subtenant of Tenant and no Expansion Work on the Building shall be performed by Landlord without the prior written consent of Tenant, such consent to be given at Tenant’s sole discretion. A site plan for the Expansion Work shall be prepared by Landlord. The site plan shall comply

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with all applicable local zoning and code enforcements imposed by the City of Richmond and shall be subject to Tenant’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed. Along with the site plan detailing the proposed size of the Expansion Work, Landlord shall deliver to Tenant a proposed construction timeline for completion of the Expansion Work, with substantial completion to occur no earlier than eighteen (18) months and no later than thirty (30) months from full execution of a lease amendment incorporating the Expansion Work into the Demised Premises and the additional Building Parking Facilities into the existing Building Parking Facilities consistent with the terms of this Lease, including, but not limited to, utilization of the same development process for the development and construction of the Building. The Expansion Space, once completed pursuant to the terms hereof, shall thereafter be deemed a part of the Demised Premises. To determine Base Rental for the Expansion Space, the “Rent Constant” for such Expansion Space shall change by using the same percentage difference between the Ten Year Treasury Note Rate, as determined on November 6, 2006, and the Rent Constant, and adding such percentage difference to the Ten Year Treasury Note Rate determined as of the date Tenant executes a non-binding letter of intent, or similar agreement, for such Expansion Work. Notwithstanding the foregoing, the lease term for the Expansion Work shall be coterminous with the Lease Term, but in no event less than a term of seven (7) years if such Expansion Space equals seventy-five thousand (75,000) square feet of Net Rentable Area or less, or ten (10) years if such Expansion Space equals more than seventy-five thousand (75,000) square feet of Net Rentable Area in full floor increments. The performance of the Expansion Work shall not avail Tenant of any abatement of Rent as provided in Article 15 hereof, provided the construction documents approved by the parties are adhered to, subject to Excusable Delays and Tenant Delays.

47. Tenant’s Purchase Rights.

47.1 Right of First Offer to Purchase the Building. Provided Tenant is not in default under this Lease beyond all applicable notice and cure periods, if at any time during the Lease Term (including any Extended Term) Landlord intends to market the Real Property and/or the Building for sale (the “Offered Property”), Tenant shall have an on-going right of “first offer” to purchase the Offered Property, subject to the following terms and conditions:

47.1.1 Sales Offer Notice. Such offer shall be made by Landlord to Tenant in a written notice (the “Sales Offer Notice”), which notice shall set forth the terms upon which Landlord is willing to sell the Offered Property, including, without limitation, the purchase price, the amount of deposit, and other material terms. Tenant shall have a period of thirty (30) days from the date of the Sales Offer Notice (the “Response Period”) to provide Landlord with written notice (the “Tenant’s Response”) of whether Tenant accepts Landlord’s offer contained in the Sales Offer Notice or if Landlord and Tenant can agree upon alternate terms and conditions for a sale of the Offered Property, at which time the parties shall execute a definitive written agreement relating to the purchase and acquisition of the Offered Property.

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47.1.2 Refusal of Sales Offer Notice. In the event that Tenant fails to provide Tenant’s Response during the Response Period, or the parties cannot agree upon alternate terms and conditions for the sale of the Offered Property during the Response Period consistent with the requirements of Article 47.1, then Tenant shall be deemed to have elected not to purchase the Offered Property, and Landlord may proceed to negotiate with third parties for the sale of the Offered Property; provided, however, that if the consideration offered by any such third party is less than that offered in the Sales Offer Notice on a net present value basis, then Landlord must again offer such terms to Tenant for its consideration in accordance herewith before proceeding further with any such third parties and Tenant shall have fifteen (15) business days to accept or reject such new offer with a definitive written agreement relating to the acquisition of the Offered Property to follow.

47.1.3 Existing Default at the Time of Sales Offer Notice. If Tenant exercises any such right of “first offer” to purchase and, at that time an event of default exists beyond all applicable notice and cure periods, such exercise shall be tolled for up to five (5) business days after Tenant’s receipt of written notice that such event of default exists. If Tenant does not then cure such event of default (as defined in Article 18) within such five (5) business day cure period, Tenant’s exercise of such right of “first offer” shall be void. If Tenant does cure such event of default as aforesaid, Tenant’s exercise of the applicable right of “first offer” shall be effective.

47.2 Right of First Refusal to Purchase [***].

47.2.1 Right of First Refusal. If at any time during the Lease Term (including any Extended Term) or at any time thereafter to the extent Tenant owns in fee simple the Real Property or the Building, [***] receives a bona fide third party offer to purchase the [***], as may be improved, or any portion thereof, that [***] desires to accept, Tenant shall have an on-going right of first refusal to purchase the [***], or such portion thereof, pursuant to the terms hereof. Upon receipt of any such offer, [***] shall promptly provide the terms of such offer to Tenant, and Tenant shall thereafter have [***] ([***]) business days to notify [***] in writing of Tenant’s election to purchase the [***] (or such portion thereof only to the extent any such offer includes only a portion of the [***], by delivery of written notice to [***] that Tenant will match the terms of the noticed offer. In the event that Tenant does not elect to purchase the [***], or such portion thereof, or fails to timely notify [***] of its election to purchase the [***], or such portion thereof, pursuant to the terms of this Article 47.2, then [***] may proceed to convey the [***], or such portion thereof, as the case may be, pursuant to the terms of this Article 47.2. In the event the financial or material terms of the offer thereafter change or such sale is not consummated in accordance with the offer, Tenant shall again have [***] ([***]) business days to accept or reject such changed offer or any future offer to purchase the [***], as set forth above. Notwithstanding anything in the foregoing to the contrary, in the event [***] decides to market the [***], or any portion thereof, for sale, it shall provide prompt written notice to Tenant of such intention and the terms by which it would sell the subject property. This Article 47.2 shall be deemed a restrictive

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covenant running with the [***] or any portion thereof, as may be improved, and shall bind all parties hereto and their respective successors and assigns; provided, however, such rights set forth in this Article 47.2 shall automatically and immediately terminate and be of no further force and effect upon (i) the consummation of any conveyance of the entire [***], or to the extent only a portion thereof is conveyed then only as to such portion, pursuant to the terms of this Article 47.2; or (ii) the development of the entire [***], or to the extent only a portion thereof is developed and such portion is legally subdivided, then only as to such portion (for purposes hereof, the [***], or any portion thereof, shall be deemed to be developed to the extent a building or buildings are constructed thereon pursuant to Article 57.1 and a certificate of occupancy is issued by the City of Richmond, Virginia for such building(s)). In the event that (a) Tenant does not elect to purchase the [***], or such portion thereof, (b) Tenant fails to timely notify [***] of its election to purchase the [***], or such portion thereof, pursuant to the terms of this Article 47.2, or (c) the [***], or any portion thereof which is legally subdivided, is developed, Tenant shall provide to Landlord, at Landlord’s request, written evidence certifying same and an instrument in recordable form terminating this right of first refusal; provided, however, that such instrument shall be held in escrow until, and only recorded upon, the consummation of the sale of the [***], or portion thereof, pursuant to such offer, or the issuance of the certificate of occupancy for such building, as the case may be. In the event the sale is not consummated pursuant to the terms of the offer, such instrument shall be returned to Tenant and this right of “first refusal” to purchase pursuant to this Article 47.2 shall continue.

47.2.2 Existing Default at the Time of Right of First Refusal Notice. If Tenant exercises any such right of “first refusal” to purchase and, at that time an event of default exists beyond all applicable notice and cure periods, such exercise shall be tolled for up to [***] ([***]) business days after Tenant’s receipt of written notice that such event of default exists. If Tenant does not then cure such event of default (as defined in Article 18) within such [***] ([***]) business day cure period, Tenant’s exercise of such right of “first refusal” shall be void. If Tenant does cure such event of default as aforesaid, Tenant’s exercise of the applicable right of “first refusal” shall be effective.

48. Rights of First Offer to Lease.

Provided Tenant is not in default under this Lease beyond all applicable notice and cure periods, if at any time during the Lease Term (including any Extended Term) any lease for any portion of the Building or other space in another office building within [***] under the control of Landlord, [***], or [***], as the case may be, but in all instances specifically excluding any successor in title to the [***] only other than Landlord, [***] or [***] (provided, however, that if the Anchor Tenant for such other building has a right of first offer, Tenant’s right of first offer shall be secondary to such Anchor Tenant’s right of first offer) (the “Offered Space”), shall expire and if Landlord, [***] or [***], as the case may be, intends to market the Offered Space to prospects for lease with third parties (a “Proposed Tenant”), Tenant shall have an on-going right of “first offer” to lease the Offered Space, subject to the following terms and conditions:

48.1 Offer Notice. Such offer shall be made by Landlord, [***], or [***], as the case may be, to Tenant in a written notice (the “Offer Notice”), which notice shall designate the space being offered and shall specify the terms and conditions for such Offered Space intended to be submitted to Proposed Tenants in an effort to market the Offered Space. Tenant may accept the offer set forth in the Offer Notice by delivering to Landlord, [***], or [***], as the case may be, an unconditional acceptance (“Tenant’s Notice”) of such offer (provided Tenant may accept all or a portion of the Offered Space in accordance with Article 48.2) within [***] ([***]) days after delivery of the Offer Notice to Tenant; provided, however, that if the parties cannot agree on the terms of the Offer Notice before the expiration of [***] ([***]) days after Tenant’s Notice, then (a) Tenant may void its election to expand into the Offered Space contained in the Tenant’s Notice, or (b) the parties shall submit the matter to the Valuing Brokers consistent with the methodology set forth in Article 45.2 to determine the then prevailing market lease terms, and the Valuing Brokers shall agree upon and submit to the parties a revised Offer Notice.

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48.2 Acceptance of Offered Space. Tenant may accept all or a portion of the Offered Space, provided, however, that if Tenant accepts only a portion of the Offered Space, the space Tenant does not accept shall be in a configuration that leaves Landlord, [***], or [***], as the case may be, with space considered by such party to be reasonably leasable.

48.3 Refusal of Offered Space. If Tenant does not accept (or fails to timely accept) at any time any Offered Space, then Landlord, [***], or [***], as the case may be, shall be free to lease the Offered Space to any Proposed Tenant consistent with those terms set forth in the Offer Notice. This right of first offer to lease shall be an on-going right and to the extent (i) the Offered Space is not leased consistent with the Offer Notice within [***] ([***])[***] of Tenant’s rejection of the Offer Notice or (ii) the proposed economic lease terms for the Proposed Tenant improve by [***] percent ([***]%) or more on a net present value basis over the economic lease terms set forth in the Offer Notice, then Landlord, [***], or [***], as the case may be, shall resubmit a revised Offer Notice to Tenant pursuant to the terms of this Article before leasing such Offered Space to any third party and Tenant shall again have thirty (30) days to respond.

48.4 Existing Default at the Time of Offer Notice. If Tenant exercises any such right of “first offer” and, at that time an event of default exists beyond all applicable notice and cure periods, such exercise shall be tolled for up to [***] ([***]) business days after Tenant’s receipt of written notice that such event of default exists. If Tenant does not then cure such event of default (as defined in Article 18) within such [***] ([***]) business day cure period, Tenant’s exercise of such right of “first offer” shall be void. If Tenant does cure such event of default as aforesaid, Tenant’s exercise of the applicable right of “first offer” shall be effective.

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48.5 Inability to Deliver Offered Space. If Landlord, [***], or [***], as the case may be, is not able to deliver possession of the Offered Space to Tenant because of a holding-over by a previous tenant, such failure in delivery shall not be a default hereunder. In such case, Landlord, [***], or [***], as the case may be, shall use reasonable efforts to terminate such holding-over, and the Offered Space shall be made available to Tenant promptly thereafter.

48.6 Term for Offered Space. Notwithstanding anything else contained herein to the contrary, if Tenant accepts all or any portion of the Offered Space, the lease term for the Offered Space shall be co-terminus with this Lease.

49. Right of First Refusal to Lease.

Provided Tenant is not in default under this Lease beyond applicable notice and cure periods, if at any time during the Lease Term (including any Extended Term) any lease for any portion of the Building (the “Offered Space”) shall expire and if Landlord intends to enter into or renew (unless the tenant whose lease is expiring has renewal rights in its existing initial lease) a lease (the “Proposed Lease”) for such Offered Space with anyone (a “Proposed Tenant”), including those instances where Tenant has not exercised its Rights of First Offer under Article 48, Landlord shall first offer to Tenant the right to lease the Offered Space within the Building upon all the terms and conditions of the Proposed Lease (“Right of First Refusal”), subject to the following terms and conditions:

49.1 Offer Notice. Such offer shall be made by Landlord to Tenant in a written notice (the “Offer Notice”) which notice shall designate the space being offered and shall specify the terms for such Offered Space which shall be the same as those set forth in the Proposed Lease. Tenant may accept the offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within fifteen (15) business days after delivery by Landlord of the Offer Notice to Tenant.

49.2 Acceptance of Offered Space. Tenant may only accept all of the Offered Space offered by Landlord.

49.3 Refusal of Offered Space. If Tenant does not accept (or fails to timely accept) at any time the Offered Space offered by Landlord, then Landlord shall be free to lease the Offered Space to the Proposed Tenant consistent with those terms set forth in the Offer Notice. This Right of First Refusal shall be an on-going right and to the extent the Proposed Lease terms vary materially from those set forth in the Offer Notice or the Offered Space again becomes available, the terms of this Article shall again apply to such space.

49.4 Existing Default at the Time of Offer Notice. If Tenant exercises any such right of “first refusal” and, at that time an event of default exists beyond all applicable notice and cure periods, such exercise shall be tolled for up to [***] ([***])

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business days after Tenant’s receipt of Landlord’s written notice that such event of default exists. If Tenant does not then cure such event of default (as defined in Article 18) within such [***] ([***]) business day cure period, Tenant’s exercise of such right of “first refusal” shall be void. If Tenant does cure such event of default as aforesaid, Tenant’s exercise of the applicable right of “first refusal” shall be effective.

49.5 Inability to Deliver Offered Space. If Landlord is not able to deliver possession of the Offered Space to Tenant because of a holding-over by a previous tenant, Landlord shall not be in default hereunder. In such case, Landlord shall use reasonable efforts to terminate such holding-over, and the Offered Space shall be made available to Tenant promptly thereafter.

49.6 Term for Offered Space. Notwithstanding anything else contained herein to the contrary, if Tenant accepts the Offered Space, the lease term for the Offered Space, at Tenant’s election, may be either (a) coterminous with this Lease, so long as there are at least [***] ([***]) [***] left in the Lease Term or (b) the lease term offered to another Proposed Tenant.

49.7 Improvement Allowance for Offered Space. If Tenant accepts the Offered Space and (a) opts for the lease term offered to the Proposed Tenant, Landlord shall provide to Tenant an improvement allowance for the Offered Space at an amount equal to the tenant improvement allowance offered to the Proposed Tenant, or (b) opts for the lease term coterminous with this Lease, provided [***] ([***]) [***] are left in the Lease Term, Landlord shall provide to Tenant an improvement allowance for the Offered Space at an amount equal to the pro rata amount of the Improvement Allowance provided by Landlord under this Lease.

49.8 Base Rental for Offered Space. Notwithstanding the foregoing, if Tenant has exercised either the First or Second Contraction Right as set forth in Article 4.3 hereof within the primary Lease Term and if Landlord makes an Offer Notice to Tenant during the primary Lease Term for Offered Space that Tenant accepts, the rental rate for such Offered Space shall be at the higher of (i) the then current Base Rental rate Tenant is paying for the Demised Premises or (ii) the rental rate offered to the Proposed Tenant set forth in the Offer Notice.

50. Parking.

Landlord shall make available exclusively to Tenant (provided, however, that Landlord shall have the right to access and use such facilities in accordance with the terms of this Lease) as of the Full Commencement Date (and make available appropriate parking from the Commencement Date until the Full Rent Commencement Date as set forth in Articles 5 and 6) and continuing throughout the Lease Term hereof one thousand fifty (1,050) parking spaces, and access cards related thereto for the exclusive parking of Tenant and its employees, customers and invitees within the Building Parking Facilities, at no charge to Tenant. If Tenant is the only tenant in the Building, Tenant may designate the spaces as it deems appropriate. If Tenant is not the only tenant in the

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Building, the parking spaces shall be designated proportionately between Tenant and the other tenant or tenants, unless otherwise agreed to by Landlord and Tenant. Prior to January 31, 2007, Tenant may elect to reduce the number of parking spaces as set forth in the definition of Building Parking Facilities. Landlord shall designate fifty (50) of the parking spaces provided to Tenant as assigned, numbered and reserved “visitor” parking spaces and twenty-four (24) handicap accessible spaces (four (4) of which shall be van accessible), in locations reasonably acceptable to Tenant. Tenant shall not have the right to rent parking spaces to the general public or to any other tenants within the Project. The Building shall have appropriate American with Disabilities Act parking with a drop-off location at the Building’s main entrance. The Building Parking Facilities should have lighting with an average illumination of 1.0 foot candles or more. If Tenant exercises either the First or the Second Contraction Right, Tenant’s right to such parking spaces shall be reduced on a pro-rata basis, unless otherwise agreed to by Landlord and Tenant.

51. Building Signage and Directory Listings.

51.1 Exterior Building Signage. Tenant will have exclusive monument and building signage rights for the Building subject to applicable laws, statutes, rules, codes, ordinances and regulations of governmental authorities, and Landlord’s reasonable and timely approval of Tenant’s signage designs. Landlord agrees that no signage will be affixed to the exterior of the Building or in the Building’s main lobby level unless agreed to by Tenant and that all signage will be consistent with a Class “A” office building in downtown Richmond, Virginia. Without limiting the generality of the foregoing, the following types of signs are prohibited: (i) paper signs, cardboard signs, hanging signs and stickers utilized as signs, and (ii) moving signs or signs with flashing, moving, flickering or blinking illumination. Tenant shall have the exclusive right throughout the Lease Term to install, at its sole cost, signage on the exterior sides of the Building and monument signage in the Project. The exact location, size, specifications and color of such exterior signs shall comply with all applicable laws, statutes, rules, codes, ordinances and regulations of governmental authorities and shall be subject to Landlord’s approval not to be unreasonably withheld, conditioned or delayed. Prior to the installation of any such signs, Tenant shall, at Tenant’s expense, obtain any and all necessary licenses, permits and easements therefor, and shall submit plans and specifications for the same for Landlord’s written approval. If any such signs are exhibited without first obtaining Landlord’s written consent, Landlord shall have the right to remove the same, and Tenant shall be liable for any and all expenses incurred by Landlord in connection with such removal. All signs displayed in, on or about the Demised Premises by Tenant shall be consistent with a first-class office building. Tenant shall maintain and keep the same in good repair and condition and in compliance with all applicable statutes, ordinances, rules, regulations and other restrictions of all applicable governmental or quasi-governmental entities at all times. All signs erected by Tenant pursuant to the provisions hereof shall be erected at Tenant’s own risk and expense and shall contain only the name of Tenant. Tenant shall save Landlord harmless from any loss, cost or damage as a result of the erection, maintenance, existence or removal of the same, and Tenant shall repair any damage which may have been caused by the erection,

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existence, maintenance or removal of such signs. To the extent Tenant elects not to install exterior signage, any alternative exterior signage for the Building must have the prior written approval of Tenant, such approval to be at Tenant’s sole discretion, it being hereby agreed that the exterior signage rights for the Building as set forth in this Article shall be exclusive to Tenant.

51.2 Directory Signage. Landlord agrees that, during the Lease Term (including any Extended Terms), Tenant will be provided access to the Building’s lobby directory sufficient to list Tenant’s name and certain departments located in the Building. Landlord shall not impose a charge on Tenant for the preparation and installation of Tenant’s listings on the Building’s lobby directory, and Landlord shall not impose a charge on Tenant for changes and additions to Tenant’s listings on the Building’s lobby directory requested from time to time during the Lease Term.

52. Furnishing of Financial Information.

Tenant shall have no obligation to furnish Landlord with financial information of any kind so long as Tenant is a publicly traded entity. If Tenant ever ceases to be a publicly traded entity, then Tenant shall deliver to Landlord, upon Landlord’s written request (i) unaudited quarterly financial statements, within sixty (60) days after the end of each fiscal quarter of Tenant and (ii) audited annual financial statements, within ninety (90) days after the end of the fiscal year of Tenant. All such statements shall be prepared in accordance with GAAP. Landlord agrees to keep all information contained within such financial statements confidential and specifically agrees not to release any of such information to its attorneys or any other party except a mortgagee or purchaser. Prior to delivering any such financial information to an existing or proposed mortgagee or purchaser of the Building, Landlord shall require any such mortgagee or purchaser to agree to keep the information contained in such statements confidential and specifically shall require such mortgagee or purchaser to agree not to deliver any information contained therein to its attorneys or any other party. At Tenant’s request, Landlord will execute a non-disclosure agreement reasonably acceptable to Tenant with regard to all information obtained by Landlord pursuant to this Article 52.

53. Landlord’s Default.

In the event Landlord shall default in the performance of any covenant or agreement of Landlord contained in this Lease and shall not cure such default within thirty (30) days after written notice by Tenant (provided, however, if Landlord in good faith commences to cure such default within such cure period, but due to the nature of such default it could not be cured within such cure period after due diligence, no event of default shall be deemed to have occurred at the end of the cure period if Landlord is then diligently pursuing such cure to completion, and completes such cure as promptly as reasonably possible under all the circumstances), then Tenant may, at its option:

(i) do or cause to be done, on behalf of and for the account of Landlord, whatever Landlord is obligated to do under the terms of this Lease, and

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Landlord agrees to reimburse Tenant on demand for any and all costs and expenses, including without limitation, reasonable attorneys’ fees, which Tenant may incur in thus effecting compliance with Landlord’s obligations under this Lease, and if Landlord fails to make such reimbursement within ten (10) days after written demand therefor, Tenant may deduct such costs and expenses, together with interest thereon at the Determination Rate, from any Rent thereafter accruing hereunder; provided, however, if Landlord in good faith disputes the occurrence of the default or Tenant’s right to offset the amount claimed, Tenant shall have the right, until such dispute is resolved, to offset only the amount that is not in dispute;

(ii) enforce collection of its damages and/or obtain specific performance, injunctive or other equitable relief; or

(iii) to the extent Landlord commits a default that either (a) materially impairs Tenant’s access to and operations in the Demised Premises or (b) is a breach of an environmental indemnity made by Landlord to Tenant, and either of such defaults has not been cured within twelve (12) months, Tenant may, at its option, terminate this Lease.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedy herein provided or any other remedy provided at law or in equity or otherwise (subject to the limitation set forth in Article 36). Except as aforesaid, pursuit of any remedy herein provided shall not constitute an election of remedies thereby excluding the later election of an alternate remedy. Forbearance by Tenant to enforce one or more of the remedies as herein provided upon occurrence of a default by Landlord shall not be deemed to constitute a waiver of such default.

54. Short Form.

Either party hereto shall have the right to require the other party to execute a memorandum or short form of this Lease in form and substance mutually acceptable to Landlord and Tenant and in recordable form and to record the same, in the Clerk’s Office of the Circuit Court of the City of Richmond, Virginia (the “Clerk’s Office”); provided that the Rent and other economic terms hereof and those rights of Tenant with respect to the Foundry Park II Parcel shall not be disclosed in such memorandum or short form. Notwithstanding the foregoing, the Restrictions (as hereinafter defined and set forth in Article 57) may be disclosed in such memorandum or short form. Upon request by Landlord at any time after the expiration or earlier termination of this Lease, Tenant agrees to execute an appropriate cancellation (in recordable form) of such memorandum or short form of this Lease. Such agreement by Tenant shall survive the expiration or termination of this Lease. Landlord, Tenant and Foundry Park II hereby agree to diligently and reasonably undertake the preparation of a memorandum of lease (at the cost of Tenant) and restrictive covenants (at the cost of Landlord), both of which are to be in recordable form and are to be consistent with the terms of this Lease.

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55. Building Security.

Tenant may install security equipment in, on or around the entire Demised Premises (including the rooftop) subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed; provided however, no such security equipment or system installed by Tenant shall preclude or interfere with Landlord’s ability to access all or any part of the Building or the Demised Premises in the event of an actual, threatened or suspected emergency, and provided further, that the same does not abrogate the roof warranty if applicable. Tenant shall provide Landlord the security equipment and/or access information necessary to access the Building or Demised Premises (in the event of an actual, threatened or suspected emergency). Tenant agrees that its security system shall remain in and about the Building upon surrender, except for the badging system and database, which Tenant will be permitted to remove as Tenant’s personal property. Tenant may also hire at its sole cost and expense a guard or “concierge service” to be located in the lobby of the Building in a prominent location reasonably approved by Landlord. If Tenant is not the sole tenant within the Building, the security system for the Building shall not unreasonably interfere with the rights of the other tenants and Landlord and Tenant shall reasonably cooperate so that any existing and future systems shall function harmoniously.

56. Brokers and Advisors Fees.

Landlord and Tenant hereby represent and warrant that, in connection with the negotiation of this Lease, neither party has dealt with a real estate broker, agent, or finder, other than Jones Lang LaSalle, Inc. and Brandywine Realty (collectively, the “Brokers”), whose fees are to be the responsibility of Landlord under a separate agreement with the Brokers. Each party hereby agrees to pay, protect, defend, indemnify and hold harmless the other from and against any and all claims, demands, actions or judgments (including reasonable attorneys’ fees) for commissions, fees or other compensation owing or claimed to be owed to any other real estate broker, agent, or finder (other than the Brokers), claiming to act, for or represent it in connection with this Lease.

57. Development of Foundry Park.

57.1 Restrictions. Tenant, Landlord and Foundry Park II acknowledge that Tenant shall have certain rights set forth in this Lease with respect to the development of Foundry Park, as more particularly set forth in this Article 57.1 of this Lease (the “Restrictions”), and the Restrictions shall run with the land encompassing Foundry Park and shall be binding upon the successors and assigns hereof. The Restrictions shall be as follows:

57.1.1 Common Areas. Tenant shall have the right to use and access those portions of the Project Common Areas (including those rights for the exclusive benefit of Tenant as set forth in this Lease) and, on a non-exclusive basis, the Foundry Park II Common Areas intended for common vehicular and pedestrian entranceways, accessways, walkways and driveways and plaza areas that may be located

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from time to time within Foundry Park; provided, however, that (i) all such common areas may be used only for their intended purpose; and (ii) subject to the terms of this Lease, if such common areas are damaged by Tenant or its authorized agents, employees, contractors or invitees, Tenant shall be responsible for the reasonable cost and expense of the repair of any such damage and shall reimburse Landlord or Foundry Park II, as the case may be, for such cost and expense within thirty (30) days of invoice thereof from Landlord.

57.1.2 First Class Development. Foundry Park and any development and use thereof and any tenancy thereat shall be on a first class basis and as would be reasonably expected for a first class urban mixed use development and Class “A”, corporate office environment in downtown Richmond, Virginia. The exterior design of any building within Foundry Park shall be complimentary to the exterior design of the Building.

57.1.3 Right of Review. Any site or development plans for the development of structures and other improvements at Foundry Park shall be provided to Tenant for its prior review in such reasonable time as will provide Tenant with an adequate opportunity to comment on and request reasonable revisions to same; provided, however, that in no event shall this review process be deemed an approval right of Tenant, except as otherwise specifically provided in this Lease.

57.1.4 Foundry Park II Parcel Development. Foundry Park II is considering the development of an approximately [***] ([***]) square foot Class “A”, corporate office building and a first class, urban mixed use development that may include one or more of a combination of a hotel, a residential complex, retail stores, restaurants, entertainment facilities and service uses on the Foundry Park II Parcel. Subject to Article 57.1.3, Tenant shall have no right of approval of the development within the Foundry Park II Parcel for so long as the Restrictions are met and any structures or other improvements at the Foundry Park II Parcel are reasonably consistent with the Conceptual Site Plan attached hereto as Exhibit B (including, but not limited to, the general siting of structures). In addition thereto, the following shall apply to the Foundry Park II Parcel:

(a) Notwithstanding that the portion of the Foundry Park II Parcel is labeled on the Conceptual Site Plan as “Residential” and “Hotel”, such building and structures may also be principally used for one or more of the following uses: a hotel, residential dwelling units, retail stores, restaurants, entertainment facilities (excluding large, multi-plex or IMAX type movie theatres), service uses, offices with the appearance of townhouses or residences, and other accessory uses (the “Amenity Uses”) so long as the following shall apply to such Amenity Uses, unless otherwise required by applicable laws, codes, ordinances or regulations:

(i) other than a hotel on the “Hotel” portion of the site, the building or structure shall be oriented in the direction towards Brown’s Island and 5th Street;

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(ii) the building or structure shall be no more than six (6) floors above ground (with only screening and architectural features on the roof or along the roof line and slab to slab floor heights typical for such first class Amenity Use in downtown Richmond, Virginia);

(iii) there shall be no public balconies that face the Building;

(iv) there shall be no unscreened public areas on the roof (i.e., swimming pool or party deck);

(v) all parking areas shall be underground or covered;

(vi) the design of the layout of such building or structure shall be pedestrian friendly; and

(vii) to the extent such Amenity Use is a hotel, in addition hereto, such hotel shall comply with the Restrictions set forth in Article 57.1.4(c).

(b) The portion of the Foundry Park II Parcel labeled on the Conceptual Site Plan as “Residential” may be developed for residential and accessory uses so long as the following apply, unless otherwise required by applicable laws, codes, ordinances or regulations:

(i) there shall be no more than one hundred (100) residential units; and

(ii) no windows in such residential units facing the Building shall be larger than “30% punch” windows.

(c) The portion of the Foundry Park II Parcel labeled on the Conceptual Site Plan as “Hotel” may be developed for hotel and accessory uses so long as the following apply:

(i) the hotel shall be developed as a first class brand hotel in keeping with the first class nature of Foundry Park as an urban mixed use development and Class “A”, corporate office environment; and

(ii) the hotel shall not exceed two hundred (200) rooms (keys).

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(d) The development of a building or structure on the portion of the Foundry Park II Parcel labeled on the Conceptual Site Plan as the “Office Building”, so long as the Net Rentable Area of the building or structure is limited to a size that is equal to or the greater of (i) 315,000 square feet of Net Rentable Area or (ii) ninety percent (90%) of the then existing Net Rentable Area of the Building.

(e) Notwithstanding that the development of those portions of Foundry Park labeled on the Conceptual Site Plan as “Hotel” and “Residential”, in whole or in part, may not be consistent with the Conceptual Site Plan, but so long as such portion is developed as an office building and so long as the following apply:

(i) the development of such an office building shall occur after the development and construction of the building described in Article 57.1.4(d);

(ii) such office building shall be limited to a maximum height of six (6) floors above ground (with only screening and architectural features on the roof or along the roof line and slab to slab floor heights typical for a Class “A”, corporate office building in downtown Richmond, Virginia) and a maximum area of 150,000 square feet of total building area;

(iii) parking used to serve such office building shall be limited to three hundred seventy-five (375) parking spaces and all such spaces shall be underground or otherwise covered, unless otherwise required by applicable laws, codes, ordinances or regulations; and

(iv) such office building shall be designed to permit a hotel or other Amenity Use (excluding offices with the appearance of townhouses or residences) subject to Article 57.1.4(a) to be located between such office building and Tredegar Street.

57.1.5 Foundry Park Association. Should a park association for Foundry Park be established, Tenant shall be provided a prominent position on the board of such organization.

57.1.6 Maintenance of Foundry Park. Foundry Park shall be maintained in a manner in keeping with a first-class urban mixed use development and Class “A”, corporate office environment in downtown Richmond, Virginia.

57.1.7 Foundry Park Rules and Regulations. Upon prior written notice to Tenant, Landlord and Foundry Park II shall have the right to publish and thereafter enforce rules and regulations and record restrictive covenants for Foundry Park as Landlord and Foundry Park II may deem necessary in their reasonable discretion to protect the tenantability, safety, operation, and welfare of Foundry Park. Notwithstanding the foregoing, Landlord and Foundry Park II agree that (i) all such rules

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and regulations and restrictive covenants, and any changes therein or additions thereto, shall be uniformly imposed on, and each of Landlord and Foundry Park II shall use all reasonable efforts to enforce such rules and regulations and restrictive covenants against, all tenants and occupants of Foundry Park (but neither Landlord nor Foundry Park II shall be held in default for any non-enforcement of such rules and regulations and restrictive covenants so long as Landlord or Foundry Park II used all reasonable efforts to enforce such rules and regulations and restrictive covenants); (ii) neither Landlord nor Foundry Park II shall waive enforcement of any of the same for the benefit of any other tenant or occupant if such waiver would materially adversely affect Tenant’s use and occupancy of, or access to or parking associated with the Demised Premises or would materially adversely affect the first-class nature of Foundry Park or the Project (and, if any such waiver would have any such material adverse affect, Tenant shall have the right to require Landlord or Foundry Park II to enforce all such rules and regulations and restrictive covenants against all other tenants and occupants of Foundry Park); (iii) such rules and regulations and restrictive covenants shall not materially reduce, restrict or impair Tenant’s rights under this Lease or increase Tenant’s monetary obligations; and (iv) Landlord and Foundry Park II, as the case may be, shall give Tenant reasonable prior written notice before enforcement against Tenant of any changes in such rules and regulations and restrictive covenants, or any additions thereto properly promulgated hereunder.

57.1.8 Exclusives. Throughout the Lease Term and any Extension Terms and, if applicable, continuing so long as Tenant owns any fee simple portion of the Real Property or the Building, neither Landlord nor Foundry Park II shall lease space in Foundry Park to those competitors of Tenant in the packaging business listed on Exhibit H attached hereto (which list is hereby deemed acceptable to Landlord and Foundry Park II) and which list may be amended at reasonable intervals (so long as such amendments do not occur more than once during any five (5) year period) by Tenant from time to time by written notice to Landlord and Foundry Park II so long as such amendment is limited to competitors of Tenant in the packaging business.

57.1.9 Construction of Foundry Park Parcel II. During construction of Foundry Park II Parcel all such construction shall be done in a good and workmanlike manner and all commercially reasonable efforts shall be made to avoid interference with Building Standard Services, access to and from and uses, consistent with the terms of this Lease, upon the Project.

57.1.10 Approval of Tenant. In the event that the development, uses and tenancies in Foundry Park do not meet the requirements of this Article 57.1 for any reason, including, without limitation, market demands or requirements of applicable laws, codes, ordinances or regulations, the design, development plan and tenancies in question shall be subject to the mutual approval of the parties hereto, such approval not to be unreasonably withheld, conditioned or delayed.

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57.2 Exclusions from Landlord’s Cost and/or Operating Expenses. Any work performed for the development of all or any portion of Foundry Park not attributable to the Project shall be entirely allocated to such development and shall not be allocated to the Landlord’s Cost and/or Operating Expenses. Any work performed off-site of Foundry Park (i.e., local road and entrance improvements) shall likewise be excluded from Landlord’s Cost and/or Operating Expenses.

57.3 Tenants of Foundry Park. The selection of retail and office tenants of any building within Foundry Park will not be subject to Tenant’s reasonable approval so long as the following quality standards are met. All rights of Tenant enumerated in this Article 57.3 shall be or be deemed to be unrecorded Restrictions as to Landlord and its Affiliates and shall not be or be deemed to be Restrictions as to the Foundry Park II Parcel, but shall nevertheless be binding upon Foundry Park II and its Affiliates.

57.3.1 Restaurants. Full service restaurant with a quality level reasonably considered at or above the quality level of Maggiano’s and McCormick & Schmick’s.

57.3.2 Coffee Shops. Coffee shops with a quality level reasonably considered at or above the quality level of Caribou Coffee or Starbucks.

57.3.3 Retail and Service Shops. Retail and service establishments shall be considered of high quality and typically found in and around first class urban mixed use developments and Class “A”, corporate office buildings in downtown Richmond, Virginia.

57.3.4 Hotels. Hotel brand with a quality level reasonably considered at or above the quality level of a Marriott or Westin.

57.4 Entrances and Internal Road. Landlord agrees to construct or have constructed entrances to Foundry Park off of South Fifth Street and South Seventh Street and an internal road connecting the two entrances. The design, installation and functional aspects of such work shall be set forth in the Design Development Documents and subject to the reasonable approval of Tenant in accordance with the Work Letter, and the costs of all such work shall not be included in the Landlord’s Costs or Operating Expenses.

58. Building Name.

Tenant will have exclusive naming rights for the Building subject to applicable laws, statutes, rules, codes, ordinances and regulations of governmental authorities. The name of the Building shall be “The MeadWestvaco Building” or, with Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed, as otherwise specified by Tenant. During the Lease Term, and provided Tenant shall not be in default under this Lease beyond all applicable notice and cure periods, the Building shall never be named for any other person or entity.

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59. Counterparts.

This Lease may be executed in counterparts by the parties. It is not necessary that the signatures of the parties appear on the same counterpart or counterparts. All counterparts shall collectively constitute a single agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first above written.

“LANDLORD”
FOUNDRY PARK I, LLC, a Virginia limited liability company
By New Market Development Corporation, a Virginia corporation, its Manager
By:	/s/ Bruce R. Hazelgrove, III (SEAL)
Its	Vice President-Corporate Resources
“TENANT”
MEADWESTVACO CORPORATION, a Delaware corporation
By:	/s/ Robert E. Birkenholz (SEAL)
Its	Treasurer
“FOUNDRY PARK II”
FOUNDRY PARK II, LLC, a Virginia limited liability company
By New Market Development Corporation, a Virginia corporation, its Manager
By:	/s/ Bruce R. Hazelgrove, III (SEAL)
Its	Vice President -Corporate Resources

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EXHIBITS:
Exhibit A	Real Property Description
Exhibit A-1	Plat of Foundry Park
Exhibit B	Conceptual Site Plan
Exhibit C	Supplemental Agreement
Exhibit D	Work Letter
	Schedule A: Concept Design Drawings
	Schedule B: Scope of Work
	Schedule C: Approved Schedule
	Schedule D: Final Certification Form
Exhibit E	Building Standard Services
Exhibit F	Rules and Regulations
Exhibit G	Form Subordination, Non-Disturbance and Attornment Agreement
Exhibit H	Tenant’s List of Competitors

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EX-10.18

Exhibit 10.18

Summary of Compensation of Named Executive Officers

Name	Base Salary
Thomas E. Gottwald President and Chief Executive Officer	$	528,000
David A. Fiorenza Vice President, Treasurer and Principal Financial Officer	$	270,300
C. S. Warren Huang President of Afton Chemical Corporation	$	342,200
Steven M. Edmonds Vice President and General Counsel	$	256,800
Bruce R. Hazelgrove, III Vice President, Corporate Resources	$	225,600

EX-10.19

Exhibit 10.19

Summary of Directors’ Compensation

Non-Employee Directors’ Fees

NewMarket Corporation pays each of our non-employee directors (a) $1,500 for attendance at each board meeting and (b) $1,500 for attendance at each meeting of a committee of the board of which he or she is a member. In addition, we pay each of our non-employee directors a quarterly fee of $7,500. The members of the Audit Committee, other than the Chairman, receive an additional quarterly fee of $1,250. The Chairman of the Audit Committee receives an additional quarterly fee of $2,500. The Chairman of the Bonus, Salary and Stock Option Committee and the Chairman of the Nominating and Governance Committee each receive an additional quarterly fee of $1,250. We pay a $35,000 quarterly fee to Mr. Bruce C. Gottwald for serving as Chairman of the Board of Directors and Chairman of the Executive Committee. We do not pay employee members of our board of directors separately for their service on our board or its committees.

Directors’ Retirement Benefits

Any director who was elected to our board on or before February 23, 1995 and who retires from our board will receive $12,000 per year for life after age 60. The $12,000 is payable in quarterly installments. The retirement payments to former directors may be discontinued under certain circumstances. Of our current directors, Messrs. Bruce C. Gottwald, Thomas E. Gottwald, Scott and Walker, and Ms. Cothran are eligible for this benefit upon their retirement after age 60.

Annual Stock Awards

Each non-employee director is awarded on each July 1 that number of whole shares of NewMarket common stock that, when multiplied by the closing price of NewMaket common stock on the immediately preceding business day, as reported in The Wall Street Journal, equals as nearly as possible but does not exceed $20,000. The shares of NewMarket common stock will be awarded under the 2004 NewMarket Corporation Incentive Compensation and Stock Plan. The shares awarded are nonforfeitable and the recipient directors immediately and fully vest in such shares. Subject only to the limitations on transfer as may be specified by applicable securities laws, directors may sell their shares at any time.

EX-12

Exhibit 12

NewMarket Corporation and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

(Dollars in thousands, except ratios)

	Years Ended December 31,
	2006		2005		2004		2003		2002
Earnings:
Pretax income from continuing operations before discontinued operations and cumulative effect of accounting changes	$	88,143	$	56,952	$	44,630	$	29,342	$	13,269
Interest expense (net)		15,403		16,849		18,254		21,128		25,574
Portion of rent expense representative of interest factor		5,787		5,636		6,438		5,650		4,738
Amortization of capitalized interest		346		1,144		1,515		1,498		1,547
Adjusted pretax income from continuing operations	$	109,679	$	80,581	$	70,837	$	57,618	$	45,128
Fixed Charges:
Interest expense (before deducting capitalized interest)	$	15,624	$	16,970	$	18,441	$	21,236	$	25,687
Portion of rent expense representative of interest factor		5,787		5,636		6,438		5,650		4,738
Total fixed charges	$	21,411	$	22,606	$	24,879	$	26,886	$	30,425
Ratio of earnings to fixed charges		5.1		3.6		2.8		2.1		1.5

EX-21

Exhibit 21

The following is a list of the subsidiaries of the registrant as of February 26, 2007. Each such subsidiary does business under its corporate name.

Subsidiary	Jurisdiction of Incorporation
Afton Chemical Additives Corporation	Virginia
Afton Chemical Asia Pacific LLC	Virginia
Afton Chemical Canada Corporation	Canada
Afton Chemical Canada Holdings, Inc.	Virginia
Afton Chemical Corporation	Delaware
Afton Chemical de Mexico S.A. de C.V.	Mexico
Afton Chemical de Venezuela, C.A.	Venezuela
Afton Chemical GmbH	Germany
Afton Chemical Industria de Aditivos Ltda	Brazil
Afton Chemical Intangibles LLC	Virginia
Afton Chemical Japan Corporation	Japan
Afton Chemical Japan Holdings, Inc.	Virginia
Afton Chemical Limited	United Kingdom
Afton Chemical S.P.R.L.	Belgium
Afton Chemical Trading (Beijing) Co. Ltd	China
Afton China Corporation, PTD. Ltd	Singapore
Afton Cooper Limited	United Kingdom
EID Corporation	Liberia
Ethyl Asia Pacific LLC	Virginia
Ethyl Canada Holdings, Inc.	Virginia
Ethyl Canada Inc.	Canada
Ethyl Corporation	Virginia
Ethyl Europe S.P.R.L.	Belgium
Ethyl Export Corporation	Virginia
Ethyl Foreign Sales Corporation	U.S. Virgin Islands
Ethyl Interamerica Corporation	Delaware
Ethyl Services GmbH	Switzerland
Ethyl Services Limited	United Kingdom
Ethyl UK Limited	United Kingdom
Ethyl Shipping Company Limited	United Kingdom
Ethyl Ventures, Inc.	Virginia
Foundry Park I, LLC	Virginia
Foundry Park II, LLC	Virginia
Gamble’s Hill, LLC	Virginia
Gamble’s Hill Lab, LLC	Virginia
Gamble’s Hill Landing, LLC	Virginia
Gamble’s Hill Third Street, LLC	Virginia
Gamble’s Hill Tredegar, LLC	Virginia
Interamerica Terminals Corporation	Virginia
Libby G. Corporation	Liberia
NewMarket Development Corporation	Virginia
NewMarket Investment Company	Virginia
NewMarket Services Corporation	Virginia
Old Town LLC	Virginia
The Edwin Cooper Corporation	Virginia
Servicios Afton de Mexico, S.A. de C.V.	Mexico

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File Nos. 333-98435-99, 333-120312, and 333-119309) of NewMarket Corporation of our report dated February 23, 2007 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Richmond, Virginia

February 26, 2007

EX-31.A

Exhibit 31(a)

CERTIFICATION

I, Thomas E. Gottwald, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2006 of NewMarket Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2007

By:	/s/ Thomas E. Gottwald
Thomas E. Gottwald
President and Chief Executive Officer

EX-31.B

Exhibit 31(b)

CERTIFICATION

I, David A. Fiorenza, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2006 of NewMarket Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2007

By:	/s/ D. A. Fiorenza
David A. Fiorenza
Vice President and Treasurer

EX-32.A

Exhibit 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of NewMarket Corporation (the “Company”) for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Gottwald, chief executive officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Thomas E. Gottwald
Thomas E. Gottwald
President and Chief Executive Officer
February 26, 2007

EX-32.B

Exhibit 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of NewMarket Corporation (the “Company”) for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Fiorenza, chief financial officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ D. A. Fiorenza
David A. Fiorenza Vice President and Treasurer February 26, 2007