Exhibit
10.3

    


    SIXTH
AMENDMENT TO CREDIT AGREEMENT

    


    THIS SIXTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), dated as of November 5, 2010 with an
effective date of September 30, 2010 by and among ALBANY MOLECULAR RESEARCH,
INC. (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as Lender and
Administrative Agent (each as hereinafter defined), JPMORGAN CHASE BANK, N.A. as
Lender and RBS CITIZENS, NATIONAL ASSOCIATION, as Lender (collectively, the
“Lenders”).

    


    WHEREAS, the Borrower, the
Administrative Agent and the Lenders are parties to a certain credit agreement
dated as of February 12, 2003, as amended by a first amendment to credit
agreement dated August 10, 2004, as amended by a second amendment to credit
agreement dated June 30, 2005, as amended by a third amendment to credit
agreement dated February 23, 2006, as amended by a fourth amendment to credit
agreement dated February 1, 2007 and as amended by a fifth amendment to credit
agreement dated as of June 26, 2008 (as amended, the “Credit Agreement”)(all
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement); and

    


    WHEREAS, the parties desire to modify
the Credit Agreement in the manner hereinafter set forth;

    


    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which hereby being acknowledged,
the parties hereto agree as follows:

    


    1.           The
following definitions set forth in Section 1.01 of Article I of the Credit
Agreement are hereby amended and restated in their entirety and shall read as
follows:

    


    “EBITDA” means, for
any period, EBIT for such period, plus the sum (without duplication) of the
amounts for such period included in determining EBIT of (i) depreciation
expense, (ii) amortization expense, (iii), non-cash charges associated with the
Borrower’s executive compensation/options program, (iv) an amount not in excess
of $5,000,000 relating to miscellaneous non-cash charges, (v) an amount not in
excess of $27,000,000 relating to non-cash charges associated with general
intangibles, (vi) an amount not in excess of $9,600,000 relating to the non-cash
charge for the Borregaard arbitration judgement (the “Judgement”); and (vii)
$2,182,000 related to lease termination charges recorded in May 2010 related to
closing one of its Rensselaer, New York laboratory (C-Wing) facilities, minus
the sum (without duplication) of the following amounts for such period (X)
$40,000 per month for the trailing 12 months through and including the 12 month
period ending November 30, 2014, and for each subsequent trailing 12 month
period, such amount shall be reduced by $40,000 each month until such amount is
$0, (Y) cash payments, if any, made as payment of any part of the Judgement that
are not part of the normal supply costs and which are already included in
Borrower’s Cost of Contract Revenue and any Escrow Amount, if any, and (Z)
non-cash gains, including for the elimination of doubt, the reversal of the
charge related to the Judgement.  For the purpose of this definition
“Escrow Amount” shall mean the any money placed in an escrow account (or
similarly treated) by Borrower in connection with any potential settlement,
renegotiation or other resolution of the Judgement.  All definitions
and calculations used in this definition are to be in accordance with GAAP
unless otherwise defined herein.

     

    
      
         

      

      
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    2.           New
Subsection 6.12(e) is hereby added to Article VI of the Credit Agreement and
shall read as follows:

    


    “(e)           Permit
the EBITDA to be less than $9,000,000.00 as of the close of each Fiscal Quarter
of the Borrower based upon the most recent four Fiscal Quarters.”

     

    3.           As
consideration for the execution and delivery of this Amendment by the
Administrative Agent and some or all of the Lenders, upon the execution and
delivery of this Amendment by the Borrower, the Borrower shall pay to the
Administrative Agent a renewal fee equal to $15,000.00 for each Lender that has
executed this Amendment on or prior to 3:00 p.m. EST on November 5,
2010.  Such fees collected shall be distributed by the Administrative
Agent to those Lenders that have timely executed this Amendment as provided for
and in accordance with the prior sentence.

    


    4.           The
Borrower hereby represents and warrants as follows:

    


    (i) The execution, delivery and
performance of this Amendment has been authorized by all necessary corporate
action on behalf of the Borrower and when executed and delivered, this Amendment
will constitute the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

    


    (ii) No event has occurred which by
itself or with the giving of notice or the passage of time or both would
constitute an Event of Default.

    


    All representations and warranties set
forth in Article III of the Credit Agreement are hereby restated and confirmed
as of the date hereof.

    


    5.           This
Amendment shall be governed exclusively by, and construed exclusively under, the
laws of the State of New York.

    


    6.           This
Amendment may be executed in several counterparts, each of which shall
constitute an original but when taken together shall constitute but one
instrument.

    


    7.           This
Amendment, and the terms and conditions contained herein, shall become effective
upon receipt by the Agent of (i) this Amendment, duly executed and delivered by
the Borrower and the requisite Lenders and (ii) the renewal fees as provided
herein.

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the parties have
caused this Amendment to be executed by their duly authorized officers as of the
day and year first above written.

    


    
      
        	
                ALBANY MOLECULAR RESEARCH, INC.

              
	 
      	 
      
	
                BY:

              	
                /s/ Mark T. Frost

              
	
                NAME:

              	
                Mark T. Frost

              
	
                TITLE:

              	
                Chief Financial Officer

              
	 
      	 
      
	
                BANK
      OF AMERICA, N.A., as Administrative

                Agent
      and as Lender

              
	 
      	 
      
	
                BY:

              	
                /s/ Linda Alto

              
	
                NAME:  

              	
                Linda Alto

              
	
                TITLE:

              	
                Senior Vice President

              
	 
      	 
      
	
                JPMORGAN
      CHASE BANK, N.A.

              
	 
      	 
      
	
                BY:

              	
                /s/ Kristin Sands

              
	
                NAME:

              	
                Kristin Sands

              
	
                TITLE:

              	
                Underwriter II

              
	 
      	 
      
	
                RBS
      CITIZENS, NATIONAL ASSOCIATION

              
	 
      	 
      
	
                BY:

              	
                /s/ R. Scott Haskell

              
	
                NAME:

              	
                R. Scott Haskell

              
	
                TITLE:

              	
                Senior Vice
  President