Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 2


 


dated as of August 26, 2016


 


to


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of October 28, 2015


 


THIS AMENDMENT NO. 2
(this “Amendment”) is made as of August 26, 2016 by and among Aceto Corporation (the “Borrower”),
Aceto Agricultural Chemicals Corporation, Rising Pharmaceuticals, Inc. and Pack Pharmaceuticals, LLC (collectively with the Borrower,
the “Loan Parties”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank,
N.A., as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement
dated as of October 28, 2015 by and among the Loan Parties, the Lenders, the Syndication Agent and the Administrative Agent (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.


 


WHEREAS, the Borrower
has requested that the Required Lenders and the Administrative Agent agree to a certain amendment to the Credit Agreement;


 


WHEREAS, the Loan Parties,
the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Loan Parties, the Lenders party hereto and the Administrative Agent hereby
agree to enter into this Amendment.


 


1.           Amendment
to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2
below, the parties hereto agree that the Credit Agreement is hereby amended as follows:


 


(a)          Section
1.01 of the Credit Agreement is amended to add the following definitions thereto in the appropriate alphabetical order:


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule.


 




     


     


    




 


“EEA
Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor Person), as in effect from time to time.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


(b)          The
definition of “Defaulting Lender” set forth in Section 1.01 of the Credit Agreement is amended to amend and
restate clause (d) thereof to read as “(d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action”.


 


(c)          Section
2.20 of the Credit Agreement is amended to add the words “or a Bail-In Action” immediately after the words “a
Bankruptcy Event” appearing therein.


 


(d)          Article
III of the Credit Agreement is amended to add a new Section 3.22 thereto immediately at the end thereof as follows:


 


“SECTION
3.22. EEA Financial Institutions. No Loan Party is an EEA Financial Institution.”


 


(e)          Section
6.14 of the Credit Agreement is amended to restate the first proviso appearing therein in its entirety as follows:


 


“provided
(a) if (i) no Default or Event of Default has occurred and is continuing or would arise after giving effect (including giving
effect on a pro forma basis) thereto, and (ii) at the time of and immediately after giving effect (including giving effect on a
pro forma basis) thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12(a), (b) and (c),
the Borrower may make quarterly dividends and distributions to its shareholders which have been approved by the Board of Directors
of the Borrower, consistent with past practices of the Borrower prior to the Effective Date, (b) if (i) no Default or Event of
Default has occurred and is continuing or would arise after giving effect (including giving effect on a pro forma basis) thereto,
(ii) at the time of and immediately after giving effect (including giving effect on a pro forma basis) thereto (A) the Borrower
is in compliance with the financial covenants set forth in Sections 6.12(a), (b) and (c) and (B) (I) the Total Net Leverage Ratio
is less than or equal to a ratio equal to (x) the numerator of the maximum Total Net Leverage Ratio permitted under Section 6.12(a)
at such time minus 0.25 to (y) 1.00, and (II) the Senior Secured Net Leverage Ratio is less than or equal to a ratio
equal to (x) the numerator of the maximum Senior Secured Net Leverage Ratio permitted under Section 6.12(b) at such time
minus 0.25 to (y) 1.00, the Borrower may make repurchases of its capital stock, (c) any wholly-owned Domestic
Subsidiary of the Borrower may make dividends or distributions to its shareholders or members, and (d) any Foreign Subsidiary
at least 70% of the outstanding Equity Interests of which is owned by the Borrower and/or its Subsidiaries may make dividends or
distributions to its shareholders or members”


 




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(f)          Article
IX of the Credit Agreement is amended to add a new Section 9.20 thereto immediately at the end thereof as follows:


 


“SECTION
9.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Loan Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.”


 


2.           Conditions
of Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent:


 


(a)          The
Administrative Agent shall have received counterparts of this Amendment duly executed by the Loan Parties, the Required Lenders,
the Issuing Banks, the Swingline Lender and the Administrative Agent.


 


(b)          The
Administrative Agent shall have received for the account of each Lender party hereto that delivers its executed signature page
to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal
to $5,000.


 




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(c)          The
Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’
fees and out-of-pocket expenses (including, to the extent invoiced, reasonable fees, charges and disbursements of counsel for the
Administrative Agent) in connection with the Loan Documents and required to be paid pursuant to the Credit Agreement.


 


3.           Representations
and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:


 


(a)          This
Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Loan Party and are
enforceable against such Loan Party in accordance with their terms except to the extent that enforcement may be limited by applicable
bankruptcy, reorganization, moratorium, insolvency and similar laws affecting creditors’ rights generally or by equitable
principles of general application, regardless of whether considered in a proceeding in equity or at law.


 


(b)          As
of the date hereof and after giving effect to the terms of this Amendment, (i) the representations and warranties of the Loan Parties
set forth in the Loan Documents, as amended hereby, are true and correct in all material respects (or, in the case of any representation
or warranty qualified by materiality or Material Adverse Effect, in all respects) with the same effect as though made on and as
of the date of this Amendment (it being understood and agreed that any representation or warranty which by its terms is made as
of a specified date shall be required to be true and correct only as of such specified date) and (ii) no Default or Event of Default
has occurred and is continuing.


 


4.           Reference
to and Effect on the Credit Agreement.


 


(a)          Upon
the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean
and be a reference to the Credit Agreement as amended hereby.


 


(b)          Each
Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain
in full force and effect.


 


(c)          Except
with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


(d)          This
Amendment is a Loan Document under (and as defined in) the Credit Agreement.


 


5.           Consent
and Reaffirmation. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the
undersigned Loan Parties consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement, the Security
Agreement, the Pledge Agreement and any other Loan Document executed by it and acknowledges and agrees that the Credit Agreement,
the Security Agreement, the Pledge Agreement and each and every such Loan Document executed by the undersigned in connection with
the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.


 


6.           Governing
Law. This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts)
of the State of New York.


 




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7.           Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


 


8.           Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page
of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature
page shall be effective as delivery of a manually executed counterpart of this Amendment.


 


[Signature Pages Follow]


 




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


 


	 	ACETO CORPORATION,	 
	 	as the Borrower	 
	 	 	 
	 	By:	/s/ Douglas A. Roth	 
	 	Name:	Douglas A. Roth	 
	 	Title:	Chief Financial Officer/Senior VP	 
	 	 	 	 	 
	 	ACETO AGRICULTURAL CHEMICALS CORPORATION,	 
	 	as a Loan Party	 
	 	 	 	 	 
	 	By:	/s/ Douglas A. Roth	 
	 	Name:	Douglas A. Roth	 
	 	Title:	Vice President	 
	 	 	 	 	 
	 	RISING PHARMACEUTICALS, INC.,	 
	 	as a Loan Party	 
	 	 	 	 	 
	 	By:	/s/ Douglas A. Roth	 
	 	Name:	Douglas A. Roth	 
	 	Title:	Vice President	 
	 	 	 	 	 
	 	PACK PHARMACEUTICALS, LLC,	 
	 	as a Loan Party	 
	 	 	 	 	 
	 	By:	/s/ Douglas A. Roth	 
	 	Name:	Douglas A. Roth	 
	 	Title:	Vice President	 


 


Signature Page to Amendment No. 2 to


Amended and Restated Credit Agreement dated
as of October 28, 2015


Aceto Corporation


 




     


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,	 
	 	individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent	 
	 	 	 	 	 
	 	By:	/s/ Anthony Abbate	 
	 	Name:	Anthony Abbate	 
	 	Title:	Authorized Officer	 


 


Signature Page to Amendment No. 2 to


Amended and Restated Credit Agreement dated
as of October 28, 2015


Aceto Corporation


 




     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	 	individually as a Lender and as an Issuing Bank	 
	 	 	 	 	 
	 	By:	/s/ Michael Zick	 
	 	Name:	Michael Zick	 
	 	Title:	Vice President	 


 


Signature Page to Amendment No. 2 to


Amended and Restated Credit Agreement dated
as of October 28, 2015


Aceto Corporation


 




     


     


    

 


	 	CITIBANK, N.A.,	 
	 	as a Lender	 
	 	 	 	 	 
	 	By:	/s/ Stuart N. Berman	 
	 	Name:	Stuart N. Berman	 
	 	Title:	Authorized Signatory	 


 


Signature Page to Amendment No. 2 to


Amended and Restated Credit Agreement dated
as of October 28, 2015


Aceto Corporation


 




     


     


    

 


	 	CAPITAL ONE NATIONAL ASSOCIATION,	 
	 	as a Lender	 
	 	 	 	 	 
	 	By:	/s/ Paul Darrigo	 
	 	Name:	Paul Darrigo	 
	 	Title:	Senior Vice President	 


 


Signature Page to Amendment No. 2 to


Amended and Restated Credit Agreement dated
as of October 28, 2015


Aceto Corporation