Exhibit 10.6





 


EXECUTION COPY


 


AMENDMENT NO. 1


 


dated as of November 10, 2015


 


to


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of October 28, 2015


 


THIS AMENDMENT NO. 1 (this
“Amendment”) is made as of November 10, 2015 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 certain amendments 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.            Amendments
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:


 


“2015
Convertible Notes” means the unsecured convertible senior notes due no earlier than 2020 issued by the Borrower within
sixty (60) days (or such later date as the Administrative Agent agrees to in its reasonable discretion) after the Amendment No.
1 Effective Date.


 


“Amendment
No. 1 Effective Date” means November 10, 2015.


 


“Bond
Hedge Transaction” has the meaning assigned to such term in the definition of “Permitted Call Spread Swap Agreement”.


 




     


     


    

  


“Permitted
Call Spread Swap Agreements” means (a) any Swap Agreement (including, but not limited to, any bond hedge transaction
or capped call transaction) pursuant to which the Borrower acquires an option requiring the counterparty thereto to deliver to
the Borrower shares of common stock of the Borrower (or other securities or property following a merger event or other change of
the common stock of the Borrower), the cash value thereof or a combination thereof from time to time upon exercise of such option
entered into by the Borrower in connection with the issuance of Permitted Convertible Notes (such transaction, a “Bond
Hedge Transaction”) and (b) any Swap Agreement pursuant to which the Borrower issues to the counterparty thereto warrants
to acquire common stock of the Borrower (or other securities or property following a merger event or other change of the common
stock of the Borrower) (whether such warrant is settled in shares, cash or a combination thereof) entered into by the Borrower
in connection with the issuance of Permitted Convertible Notes (such transaction, a “Warrant Transaction”);
provided that (i) the terms, conditions and covenants of each such Swap Agreement shall be such as are customary for Swap
Agreements of such type (as determined by the board of directors of the Borrower, or a committee thereof, in good faith), (ii)
the purchase price for such Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Warrant
Transaction, does not exceed the net proceeds received by the Borrower from the issuance of the related Permitted Convertible Notes
and (iii) in the case of clause (b) above, such Swap Agreement would be classified as an equity instrument in accordance with GAAP.


 


“Permitted
Convertible Notes” means any unsecured notes issued by the Borrower that are convertible into a fixed number (subject
to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common
stock of the Borrower (or other securities or property following a merger event or other change of the common stock of the Borrower),
cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of
such common stock or such other securities); provided that, the Indebtedness thereunder is permitted under clause (q) of
Section 6.02 and the terms, conditions and covenants of such Indebtedness shall be such as are customary for convertible
indebtedness of such type (as determined by the board of directors of the Borrower, or a committee thereof, in good faith).


 


“Refinancing
Convertible Notes” has the meaning assigned to such term in Section 6.14.


 


“Warrant
Transaction” has the meaning assigned to such term in the definition of “Permitted Call Spread Swap Agreement”.


 


(b)           The
definition of “Consolidated Adjusted EBITDA” appearing in Section 1.01 of the Credit Agreement is amended to
insert a new sentence therein immediately following the first sentence thereof as follows:


 


 “For the
avoidance of doubt, any non-cash income or loss associated with Permitted Call Spread Swap Agreements, to the extent included in
Consolidated Net Income, will be added to or subtracted from, as applicable, Consolidated Adjusted EBITDA.”


 




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(c)           The
definition of “Indebtedness” appearing in Section 1.01 of the Credit Agreement is amended to insert a new sentence
at the end thereof as follows:


 


“Notwithstanding
the foregoing, Permitted Call Spread Swap Agreements, and any obligations thereunder, shall not constitute Indebtedness.”


 


(d)           The
definition of “Swap Agreement Obligations” appearing in Section 1.01 of the Credit Agreement is amended to insert
a new sentence at the end thereof as follows:


 


“Notwithstanding
the foregoing, Permitted Call Spread Swap Agreements shall not constitute Swap Agreement Obligations.”


 


(e)           Section
1.04 of the Credit Agreement is amended to insert a new sentence at the end thereof as follows:


 


“For the
avoidance of doubt, and without limitation of the foregoing, Permitted Convertible Notes shall at all times be valued at the full
stated principal amount thereof and shall not include any reduction or appreciation in value of the shares deliverable upon conversion
thereof.”


 


(f)           Section
5.03(c) of the Credit Agreement is amended to delete the reference to “and quantitative negative covenants,” appearing
therein and to replace such reference with “and quantitative negative covenants (including, without limitation, the covenant
set forth in Section 6.19, as applicable),”.


 


(g)          Section
5.08 of the Credit Agreement is amended to delete the reference to “working capital needs, for general corporate purposes,”
appearing therein and to replace such reference with “working capital needs, for payments of principal and/or interest due
and owing by any Loan Party under any Permitted Convertible Notes, for general corporate purposes,”.


 


(h)          Section
6.02(q) of the Credit Agreement is restated in its entirety as follows:


 


“(q)          unsecured
Indebtedness of the Borrower (including unsecured Subordinated Indebtedness to the extent subordinated to the Secured Obligations
on terms reasonably acceptable to the Administrative Agent), to the extent not otherwise permitted under this Section 6.02; provided
that (i) both immediately prior to and after giving effect (including pro forma effect) thereto, (1) no Default or Event of Default
shall exist or would result therefrom, and (2) 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 the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to such
effect in respect of the requirements set forth in this clause (i), together with all relevant financial information and calculations
requested by the Administrative Agent in respect thereof), (ii) such Indebtedness matures after (other than with respect to the
2015 Convertible Notes, in respect of which the foregoing maturity (but not, for the avoidance of doubt, the following scheduled
amortization or scheduled payments) restriction shall not apply), and does not require any scheduled amortization or other scheduled
payments of principal prior to, the date that is 181 days after the Maturity Date (it being understood that neither (x) any provision
requiring an offer to purchase such Indebtedness as a result of change of control or asset sale or other fundamental change nor
(y) any early conversion of any such Indebtedness evidenced by Permitted Convertible Notes in accordance with the terms thereof
shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Borrower other than
the Loan Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations
on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) the covenants
applicable to such Indebtedness are not more onerous or more restrictive in any material respect (taken as a whole) than the applicable
covenants set forth in this Agreement and (v) the aggregate outstanding principal amount of Indebtedness permitted by this clause
(q) shall not exceed $200,000,000 at any time;”


 




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(i)            Section
6.06 of the Credit Agreement is restated in its entirety as follows:


 


“SECTION
6.06. Loans; Investments and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, make or commit to make
any advance, loan, extension of credit, or capital contribution to, or purchase or hold beneficially any stock or other securities,
or evidence of Indebtedness of, purchase or acquire all or a substantial part of the assets of, make or permit to exist any interest
whatsoever in, any other Person except for (a) the ownership of stock of any Subsidiaries existing as of the Effective Date
or acquired or created after the date hereof, provided the Loan Parties has complied with their obligations under Section 5.09
with respect to such Subsidiary, (b) Eligible Investments, (c) Permitted Acquisitions, (d) investments, loans or
advances made on or after the Effective Date by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount
not to exceed $7,500,000 at any time outstanding, (e) investments, loans or advances made on or after the Effective Date by the
Loan Parties in Subsidiaries that are Loan Parties, (f) loans and advances to customers, suppliers and/or vendors of any Loan
Party, provided the aggregate principal amount of all such loans and advances shall not exceed $3,000,000 at any time outstanding,
(g) investments, loans and advances by Subsidiaries that are not Loan Parties to other Subsidiaries that are not Loan Parties,
(h) the ETC Acquisition, (i) investments in joint ventures not in excess of $10,000,000 million in the aggregate at any time
outstanding; provided that if any Investment pursuant to this clause (i) is made in any person that is not a Subsidiary
of Borrower at the date of the making of such Investment and such person becomes a Subsidiary Guarantor after such date, such Investment
shall thereafter be deemed to cease to have been made pursuant to this clause (i), (j) the Borrower’s entry into (including
any payments of premiums in connection therewith), and performance of obligations under, Permitted Call Spread Swap Agreements
in accordance with their terms, and (k) other investments, loans and advances in an aggregate amount not to exceed $5,000,000 at
any time outstanding.”


 


(j)            Section
6.13 of the Credit Agreement is amended to insert a new paragraph at the end thereof as follows:


 


“Notwithstanding
the foregoing, this section 6.13 shall not apply to any direct or indirect prepayment, redemption, repurchase, conversion, settlement,
amendment, modification, supplement or adjustment with respect to any Permitted Convertible Notes pursuant to their terms unless
such prepayment, redemption, repurchase, conversion, settlement, amendment, modification, supplement or adjustment results from
a default thereunder or an event of the type that constitutes an Event of Default.”


 


(k)          Section
6.14 of the Credit Agreement is amended to insert two new paragraphs at the end thereof as follows:


 




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“Notwithstanding
the foregoing, and for the avoidance of doubt, (i) the conversion by holders of (including any cash payment upon conversion), or
required payment of any principal or premium on, or required payment of any interest with respect to, any Permitted Convertible
Notes, in each case, in accordance with the terms of the indenture governing such Permitted Convertible Notes, shall not constitute
a Restricted Payment; provided that, to the extent both (a) the aggregate amount of cash payable upon conversion or payment
of any Permitted Convertible Note (excluding any required payment of interest with respect to such Permitted Convertible Note and
excluding any payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount
thereof and (b) such conversion or payment does not trigger or correspond to an exercise or early unwind or settlement of a corresponding
portion of the Bond Hedge Transactions constituting Permitted Call Spread Swap Agreements relating to such Permitted Convertible
Note (including, for the avoidance of doubt, the case where there is no Bond Hedge Transaction constituting a Permitted Call Spread
Swap Agreement relating to such Permitted Convertible Note), the payment of such excess cash (any such payment, a “Cash
Excess Payment”) shall constitute a Restricted Payment notwithstanding this clause (i); and (ii) any required payment
with respect to, or required early unwind or settlement of, any Permitted Call Spread Swap Agreement, in each case, in accordance
with the terms of the agreement governing such Permitted Call Spread Swap Agreement shall not constitute a Restricted Payment;
provided that, to the extent cash is required to be paid under a Warrant Transaction as a result of the election of “cash
settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term)
thereunder by the Borrower (or its Affiliate) (including in connection with the exercise and/or early unwind or settlement thereof),
the payment of such cash (any such payment, a “Cash Settlement Payment”) shall constitute a Restricted Payment
notwithstanding this clause (ii). Notwithstanding the foregoing, the Borrower may make Restricted Payments in respect of Cash Excess
Payments and/or Cash Settlement Payments so long as (1) 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, (2) 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, and (3)
at the time of and immediately after giving effect (including giving effect on a pro forma basis) thereto, the sum of Liquidity
and the undrawn portion of the Revolving Commitments at such time shall not be less than $20,000,000.


 




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Notwithstanding
the foregoing, the Borrower may repurchase, exchange or induce the conversion of Permitted Convertible Notes by delivery of shares
of the Borrower’s common stock and/or a different series of Permitted Convertible Notes (which series (x) matures after,
and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the
indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions
and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged
or converted (as determined by the board of directors of the Borrower, or a committee thereof, in good faith)) (any such series
of Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or by payment of cash (in an amount that
does not exceed the proceeds received by the Borrower from the substantially concurrent issuance of shares of the Borrower’s
common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Borrower pursuant to the
related exercise or early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately
following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or
after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower
shall (and, for the avoidance of doubt, shall be permitted under this Section 6.14 to) exercise or unwind or terminate early (whether
in cash, shares or any combination thereof) the portion of the Permitted Call Spread Swap Agreements, if any, corresponding to
such Permitted Convertible Notes that are so repurchased, exchanged or converted.”


 


(l)            A
new Section 6.19 is added to the Credit Agreement immediately following Section 6.18 of the Credit Agreement as follows:


 


“SECTION
6.19. Minimum Liquidity. So long as the 2015 Convertible Notes remain outstanding, during the period commencing on the date
that occurs 181 days prior to the maturity date of the 2015 Convertible Notes (the “2015 Convertible Maturity Date”)
and ending on the 2015 Convertible Maturity Date, the Loan Parties shall not permit the sum of Liquidity and the undrawn portion
of the Revolving Commitments to be less than the Required Amount; provided, however, that the Borrower shall not
be required to comply with this Section 6.19 if it shall have demonstrated to the reasonable satisfaction of the Administrative
Agent (acting in consultation with the Required Lenders) that the Borrower has made and shall maintain alternative arrangements
(such as, without limitation, binding refinancing commitments or satisfactory hedging arrangements) to provide for the repayment
and/or refinancing in full of the 2015 Convertible Notes on or prior to the 2015 Convertible Maturity Date. As used herein, “Required
Amount” means, at any time, the sum of (x) the aggregate outstanding principal amount of the 2015 Convertible Notes at
such time and (y) $20,000,000.”


 


(m)          Clause
(e) of Article VII of the Credit Agreement is restated in its entirety as follows:


 


“(e)          any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice but after the expiration of any applicable grace or cure periods provided for
in the applicable agreement or instrument under which such Indebtedness was created) the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (e) shall
not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness, (ii) any redemption, exchange, repurchase, conversion or settlement with respect to any Permitted Convertible
Notes, or satisfaction of any condition giving rise to or permitting the foregoing, pursuant to their terms unless such redemption,
repurchase, conversion or settlement results from a default thereunder or an event of the type that constitutes an Event of Default
or (iii) any early payment requirement or unwinding or termination with respect to any Permitted Call Spread Swap Agreement, or
satisfaction of any condition giving rise to or permitting the foregoing, in accordance with the terms thereof where neither the
Borrower nor any of its Affiliates is the “defaulting party” (or substantially equivalent term) under the terms of
such Permitted Call Spread Swap Agreement;”


 




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(n)          Clause
(k) of Article VII of the Credit Agreement is restated in its entirety as follows:


 


“(k)          (i)
a Change of Control shall have occurred or (ii) the occurrence of a “Fundamental Change” and/or “Make-Whole Fundamental
Change” (each howsoever defined) under any indenture governing Permitted Convertible Notes;”


 


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 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.


 




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(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.


 


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/ Salvatore Guccione





	 	Name:	Salvatore Guccione
	 	Title:	Chief Executive Officer


 


	 	ACETO AGRICULTURAL CHEMICALS CORPORATION,
	 	as a Loan Party
	 	 	 
	 	By:	/s/ Douglas Roth





	 	Name:	Douglas Roth
	 	Title:	Secretary


 


	 	RISING PHARMACEUTICALS, INC.,
	 	as a Loan Party
	 	 	 
	 	By:	/s/ Douglas Roth





	 	Name:	Douglas Roth
	 	Title:	Secretary


 


	 	PACK PHARMACEUTICALS, LLC,
	 	as a Loan Party
	 	 
	 	By:	/s/ Douglas Roth





	 	Name:	Douglas Roth
	 	Title:	Secretary


 


Signature Page to Amendment No. 1 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/ Eileen Van der Waag





	 	Name:	Eileen Van der Waag
	 	Title:	Authorized Officer


 


Signature Page to Amendment No. 1 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. 1 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:	Vice President


 


Signature Page to Amendment No. 1 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. 1 to


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


Aceto Corporation