Exhibit 10.4


 


Execution Version


 


AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


 


AMENDMENT NO. 1 TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 7, 2016 (this “Agreement”), by and among Albany
Molecular Research, Inc., a Delaware corporation (the “Borrower”), each other Loan Party party hereto,
Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”),
the Lenders party hereto (as defined below), each Lender party hereto executing this Agreement as a Consenting Lender (in such
capacity, a “Consenting Lender”) and each Lender party hereto executing this Agreement
as an Incremental Term Loan Lender (in such capacity, an “Incremental Term Loan Lender”) or as an Incremental
Revolving Lender (in such capacity, an “Incremental Revolving Lender” and, together with the Incremental
Term Loan Lenders, the “Incremental Lenders”).


 


RECITALS:


 


WHEREAS, reference is hereby
made to the Second Amended and Restated Credit Agreement, dated as of August 19, 2015 (as amended, restated, supplemented or otherwise
modified from time to time, the “Existing Credit Agreement”; capitalized terms used but
not defined herein having the meanings set forth in the Amended and Restated Credit Agreement (as defined below)), by and among
the Borrower, the Administrative Agent and the Lenders party thereto;


 


WHEREAS, the Borrower has
requested (x) that the Incremental Term Loan Lenders make incremental senior secured first lien term loans in an aggregate principal
amount of $230.0 million (the “2016 Incremental Term Loans”) pursuant to Section 2.15 of
the Existing Credit Agreement, (y) that the Incremental Revolving Lenders provide incremental revolving commitments in an aggregate
principal amount of up to $5.0 million (the “2016 Incremental Revolving Commitments” and, together with
the Incremental Term Loans, the “2016 Incremental Facilities”) pursuant to Section 2.15 of
the Existing Credit Agreement and (z) to make certain other amendments to the Existing Credit Agreement be effectuated as provided
for herein;


 


WHEREAS, the Borrower intends
to use the proceeds of the 2016 Incremental Facilities (x) to fund the acquisition (the “Acquisition”) of all of the equity interests of Prime European
Therapeuticals S.p.A. – Euticals, a company organized and existing under the laws of Italy, and its current subsidiaries
(collectively, the “Acquired Business”) pursuant to that certain Share Purchase Agreement by and between
the Borrower, through Evergreen S.r.l., its designated subsidiary, as buyer and Lauro Cinquantasette S.p.A., as seller, dated as
of May 5, 2016 (the “Acquisition Agreement”), (y) to pay fees, costs, accrued and unpaid interest, premiums
and expenses in connection with this Agreement and the Acquisition (the “Transactions”) and (z) to the
extent any proceeds remain after such application, for general corporate purposes permitted by the Amended and Restated Credit
Agreement, which shall include to finance the working capital needs, permitted acquisitions, investments, capital expenditures
and other corporate purposes of the Borrower and its subsidiaries permitted by the Amended and Restated Credit Agreement;


 


WHEREAS, Section 2.15
of the Existing Credit Agreement permits the Borrower, each Incremental Lender providing the applicable 2016 Incremental Commitments
(as defined below) and the Administrative Agent to enter into an Increase Joinder to effectuate amendments to the Existing Credit
Agreement with respect to the 2016 Incremental Facilities, and Section 10.01 of the Existing Credit Agreement permits certain
other amendments to the Existing Credit Agreement and other Loan Documents to be effectuated in accordance with the provisions
thereof with the written consent of the Required Lenders, the Administrative Agent and the Loan Parties party thereto; and


 






     


     


    

 


WHEREAS, each of the Incremental
Lenders has indicated its willingness to provide the applicable 2016 Incremental Commitments and upon request by the Borrower make
the Loans under the applicable 2016 Incremental Facilities on the terms and subject to the conditions of this Agreement in the
amounts set forth opposite such Incremental Lender’s name in Schedule I hereto and the Lenders party hereto have indicated
their willingness to consent to the amendments to the Existing Credit Agreement on the terms and subject to the conditions of this
Agreement.


 


NOW, THEREFORE, in consideration
of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:


 


Section
1.          Incremental Amendment. This Agreement is an “Increase
Joinder” referred to in Section 2.15(c) of the Existing Credit Agreement. Subject to the satisfaction of the conditions
set forth in Section 3 below, each Incremental Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined
below), to extend the commitments set forth in Schedule I hereto (the “2016 Incremental Commitments”).
From and after the Amendment No. 1 Effective Date, (a) each Incremental Lender shall be a “Term Lender” or a “Revolving
Lender”, as applicable, for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents, (b)
the 2016 Incremental Commitment of each Incremental Lender shall be a “Term Commitment” or “Revolving Commitment”,
as applicable, for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents and Schedule 2.01
of the Existing Credit Agreement shall (i) be amended by adding thereto the 2016 Incremental Commitments of the Incremental Lenders
as set forth in Schedule I hereto and (ii) be amended and restated with respect to Revolving Commitments as set forth
on Schedule II hereto, which shall reflect Barclays Bank PLC (in such capacity, the Assignor”) hereby
selling and assigning to JPMorgan Chase Bank, N.A. (in such capacity, the “Assignee”), and the Assignee
hereby irrevocably purchasing and assuming from the Assignor, subject to and in accordance with the Standard Terms and Conditions
of the Assignment and Assumption and the terms and conditions of the Amended and Restated Credit Agreement, as of the Amendment
No. 1 Effective Date, $14,000,000 of the Assignor’s existing Revolving Commitments (including participations in any Letters
of Credit and Swing Line Loans included in such Revolving Commitments), in each case immediately after giving effect to (and substantially
concurrently with) this Agreement and the extension of the 2016 Incremental Commitments, and (c) the 2016 Incremental Term Loans
and 2016 Incremental Revolving Commitments of the Incremental Lenders shall be “Term Loans” and “Revolving Loans”,
respectively (and have the same terms (including with respect to interest rates, Guarantees and Collateral and rights to payment
and prepayment) as the existing Term Loans and existing Revolving Loans, respectively), for all purposes under the Amended and
Restated Credit Agreement and the other Loan Documents; provided that the Borrower shall use the proceeds of the 2016 Incremental
Facilities in accordance with Section 5 below. The Administrative Agent shall take any and all action as may be reasonably
necessary to ensure that the 2016 Incremental Facilities are included in each Borrowing and repayment of existing Term Loans and
existing Revolving Loans on a pro rata basis. In furtherance of the foregoing, on the Amendment No. 1 Effective Date, there shall
commence an initial Interest Period with respect to each of the 2016 Incremental Facilities borrowed on the Amendment No. 1 Effective
Date, which Interest Period shall end on the last day of the Interest Period applicable to the existing Term Loans or existing
Revolving Loans, as applicable, as in effect immediately prior to the Amendment No. 1 Effective Date (and the existing Term Loans
and the 2016 Incremental Term Loans shall, from and after the Amendment No. 1 Effective Date, be deemed to be a single Eurodollar
Loan with a single Interest Period).


 


Section
2.          Amendments to Existing Credit Agreement. Subject to
the satisfaction of the conditions set forth in Section 3 below, each of the parties hereto agrees that, effective as of
the Amendment No. 1 Effective Date, the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the “Amended
and Restated Credit Agreement”), which such Amendment and Restated Credit Agreement shall supersede the Existing
Credit Agreement and which such Amended and Restated Credit Agreement shall be effected by the execution thereof (in clean execution
long form, together with the schedules and exhibits thereto, which may be amended, restated, amended and restated or otherwise
modified to reflect updates to such schedules and exhibits as of the Amendment No. 1 Effective Date and/or to conform to the other
terms of the Amended and Restated Credit Agreement) by the parties thereto on the Amendment No. 1 Effective Date.


 






    	 	-2-	 



     


    

 


Section
3.          Conditions to Effectiveness. This Agreement shall become
effective on the first date (the “Amendment No. 1 Effective Date”) on which each of the following conditions
is satisfied or waived:


 


(a)          the
Administrative Agent shall have received (i) counterparts to this Agreement duly executed and delivered by the Borrower, the Consenting
Lenders (or, with the consent of the Consenting Lenders, the Administrative Agent) and the Incremental Lenders and (ii) counterparts
to the other documents described in Sections 4.03(a)(iii) through (vi) of the Amended and Restated Credit Agreement;


 


(b)          the
Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan
Party, certified by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization
to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary
of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii)
a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party, dated as of the
Amendment No. 1 Effective Date, and certifying (A) that the Organization Documents of such Loan Party have not been amended since
the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of
organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is
a true and complete copy of the Organization Documents as in effect on the Amendment No. 1 Effective Date and at all times since
the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended
since such date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or
equivalent governing body or subcommittee thereof) of such Loan Party authorizing the execution, delivery and performance of the
Loan Documents entered into on the Amendment No. 1 Effective Date to which it is to be a party and, in the case of the Borrower,
the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect
and are the only resolutions authorizing the execution, delivery and performance of this Agreement and the incurrence of the 2016
Incremental Facilities; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document;
and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or
other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.


 


(c)          
the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower on behalf of each
Loan Party certifying as to the matters set forth in clauses (f), (g) (in the good faith belief of such Responsible
Officer), (i), (k) and (l) below;


 






    	 	-3-	 



     


    

 


(d)          the
Administrative Agent shall have received an appropriate Notice of Borrowing, duly executed and completed by the time specified
in, and otherwise as permitted by, Section 2.02 of the Existing Credit Agreement;


 


(e)          the
Administrative Agent shall have received an executed legal opinion of Goodwin Procter LLP, counsel to the Borrower and its Subsidiaries,
dated as of the Amendment No. 1 Effective Date, in form and substance reasonably satisfactory to the Administrative Agent;


 


(f)          the
Administrative Agent shall have received reasonably satisfactory evidence that substantially concurrently with (and in any event
with respect to Indebtedness of the Acquired Business within three business days, or such longer period agreed to by the Lead Arrangers,
following) the initial funding of the 2016 Incremental Facilities, all of the existing third party indebtedness for borrowed money
of the Acquired Business shall be refinanced or repaid, other than (i) the intercompany loans to finance the Transactions and pay
related fees and expenses, (ii) the Seller Notes, (iii) indebtedness of the Acquired Business permitted to remain outstanding under
the Acquisition Agreement following the consummation of the Acquisition and (iv) certain other indebtedness that is permitted to
remain outstanding after the Amendment No. 1 Effective Date pursuant to the Amended and Restated Credit Agreement;


 


(g)          the
Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with (and in any event within
three business days, or such longer period agreed to by the Lead Arrangers, following) the initial funding of the 2016 Incremental
Facilities, the making of the Seller Equity Contribution and the making and issuance of the Seller Notes;


 


(h)          the
Borrower shall have paid or caused to be paid (i) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative
Agent incurred in connection with this Agreement and the Amended and Restated Credit Agreement (including the reasonable fees,
disbursements and other charges of Paul Hastings LLP) to the extent invoiced in reasonable detail at least three Business Days
prior to the Amendment No. 1 Effective Date, (ii) a fully-earned, non-refundable consent fee equal to 0.25% of the outstanding
principal amount of the existing Term Loans and existing Revolving Commitments held by each Consenting Lender executing this Agreement
(determined immediately prior to giving effect to this Agreement) and (iii) any and all fees owed under the Fee Letter, dated as
of May 5, 2016, by and among JPMorgan Chase Bank, N.A., Barclays Bank PLC and the Borrower;


 


(i)          each
of the representations and warranties made by the Borrower in Section 4 below are true and correct;


 


(j)          the
Administrative Agent shall have received a certificate from a Financial Officer of the Borrower, substantially in the form of Exhibit
K to the Existing Credit Agreement, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving
effect to this Agreement and the transactions contemplated hereby, are Solvent as of the Amendment No. 1 Effective Date;


 






    	 	-4-	 



     


    

 


(k)          the
representations and warranties made by or on behalf of the Acquired Business in the Acquisition Agreement as are material to the
interests of the Incremental Lenders (but only to the extent that the Borrower or any of its Affiliates have the right to terminate
its or their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such
representations and warranties in the Acquisition Agreement) and the representations and warranties set forth in Sections 5.01,
5.02(x), 5.02(y)(i), 5.04 (and in the case of Sections 5.01, 5.02(x), 5.02(y)(i) and
5.04, related to the entering into and performance of this Agreement), 5.13, 5.17, 5.18, 5.19,
5.20, 5.21 and 5.22 of the Amended and Restated Credit Agreement, shall be true and correct in all material
respects (except that any representation and warranty that is qualified or subject to “Materiality”, “Material
Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment No. 1 Effective
Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects
as of such earlier date;


 


(l)          since
the date of the Acquisition Agreement, no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have
occurred and no event shall have occurred that, individually or in the aggregate, with or without notice or the lapse of time,
would reasonably be expected to result in such a Company Material Adverse Effect;


 


(m)         subject
to the last paragraph of this Section 3, the Loan Parties shall have taken all actions necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a perfected first-priority security interest in the Collateral (including,
without limitation, delivery of stock certificates and stock powers, and recordation of intellectual property security agreements
and filing of UCC financing statements);


 


(n)          the
Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 1 Effective Date, all documentation
and other information about the Acquired Business as has been reasonably requested in writing at least 10 calendar days prior to
the Amendment No. 1 Effective Date by the Administrative Agent about the buyer under the Acquisition Agreement, the Borrower and
the Guarantors and required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including without limitation the PATRIOT Act;


 


(o)          the
Incremental Lenders shall have received (a) the audited consolidated balance sheet of each of the Borrower and its subsidiaries
for the three fiscal years ended and for the Acquired Business for the three fiscal years ended, in the case of the Borrower and
its subsidiaries, within the time periods specified by the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) for annual reports on Form 10-K, and, in the case of the Acquired Business and its subsidiaries, at least 120 days
prior to the Amendment No.1 Effective Date, and the related consolidated statements of operations and cash flows of such persons
and (b) each unaudited consolidated balance sheet and the related consolidated statements of operations and cash flows of each
of the Borrower and its subsidiaries and the Acquired Business ended after the last period described in clause (a) and,
in the case of the Borrower and its subsidiaries, within the time periods specified by Exchange Act for quarterly reports on Form
10-Q, or, in the case of the Acquired Business and its subsidiaries, at least 45 days prior to the Amendment No.1 Effective Date;
and


 


(p)          the
Incremental Lenders shall have received the consolidated pro forma balance sheet of the Borrower and its subsidiaries as
of the latest date covered by the financial statements described in clause (o) above, and the related consolidated pro
forma statement of income of the Borrower and its subsidiaries as of and for the most recent four-quarter period described
in clause (o) above, which have been prepared giving effect to the Transactions as if such transactions had occurred on
such date or at the beginning of such period, as the case may be.


 






    	 	-5-	 



     


    

 


Notwithstanding the foregoing,
to the extent any security interest in any Collateral of the Acquired Business is not or cannot be provided and/or perfected on
or by the Amendment No. 1 Effective Date (other than the pledge and perfection of the security interest in the capital stock of
the Borrower and its material wholly-owned domestic subsidiaries (subject to Section 6.15 of the Amended and Restated Credit
Agreement) with respect to which a lien may be perfected by the delivery of a stock certificate and other assets pursuant to which
a lien may be perfected solely by the filing of a financing statement (or equivalent) under the UCC), then the provision and/or
perfection of a security interest in such Collateral shall not constitute a condition precedent to the effectiveness of this Agreement
on the Amendment No. 1 Effective Date, but instead shall be required to be provided after the Amendment No. 1 Effective Date within
90 days of the Amendment No. 1 Effective Date but otherwise in accordance with Section 6.09 of the Amended and Restated
Credit Agreement.


 


Section
4.          Confirmation of Representations and Warranties. (a)
Each of the Loan Parties represents and warrants, on and as of the Amendment No. 1 Effective Date, that (i) it has power and
authority to execute, deliver and perform its obligations under this Agreement, and all corporate or other action required to be
taken by it for the due and proper authorization, execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby has been duly and validly taken; (ii) this Agreement has been duly authorized, executed
and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by or in
respect of any Governmental Authority is or will be required in connection with the execution and delivery of this Agreement except
for such consents, authorizations, filings and notices, the failure of which to obtain or make could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)          The
Borrower hereby represents, warrants and covenants that on and as of the Amendment No. 1 Effective Date, after giving pro forma
effect to the this Agreement and the other transactions contemplated hereby (including the Acquisition), no Default or Event of
Default under the Amended and Restated Credit Agreement has occurred or is continuing.


 


Section
5.          Use of Proceeds. (a) The Borrower agrees that the net
cash proceeds of the 2016 Incremental Term Loans will be used to (i) fund the Acquisition, (ii) pay fees, costs, and expenses in
connection with the Transactions and (iii) the excess, if any, for other purposes permitted by the Amended and Restated Credit
Agreement.


 


(b)          The
Borrower agrees that the net cash proceeds (if any) of loans made pursuant to the 2016 Incremental Revolving Commitments will be
used in compliance with the Amended and Restated Credit Agreement.


 


Section
6.          Reaffirmation of the Loan Parties. Each Loan Party
hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding
the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan
Party contained in the Existing Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and
shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by
this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security
interests granted by such Loan Party in favor of the Administrative Agent for the benefit of, among others, the Lenders pursuant
to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the
Amended and Restated Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents.


 






    	 	-6-	 



     


    

 


Section
7.          Amendment, Modification and Waiver. This Agreement
may not be amended, modified or waived except in accordance with Section 10.01 of the Amended and Restated Credit Agreement.


 


Section
8.          Entire Agreement, Status as Loan Document, Etc. This
Agreement, the Amended and Restated Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both
written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this
Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies
of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. It is understood and agreed that on and after the Amendment No. 1 Effective
Date, each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be
a reference to the Amended and Restated Credit Agreement and that this Agreement shall constitute a “Loan Document”.
This Agreement shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in
respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall,
to the extent not paid or exchanged on or prior to the Amendment Effective Date, shall continue to be owing under the Amended and
Restated Credit Agreement or such other Loan Documents until paid in accordance therewith. Notwithstanding anything to the contrary
contained in this Agreement or the Amended and Restated Agreement, if the conditions set forth in Sections 3(f) and (g) which by
their terms may be satisfied after the initial funding of the 2016 Incremental Facilities are not all satisfied within three business
days (or such longer period agreed to by the Lead Arrangers) after the initial funding of the 2016 Incremental Facilities, (i)
Sections 1 and 2 of this Agreement, and each other provision of this Agreement purported to give effect to any of the amendments
contained in such Section 1 or 2 (except to the extent provided in clause (ii) in this sentence), shall immediately and automatically
(without any action from any Person) become void ab initio as if they had not been a part of this Agreement and (ii) on
the fifth Business Day (or on a later date as determined by the Lead Arrangers) after the initial funding of the 2016 Incremental
Facilities, the Borrower shall prepay all Loans and interest that would have been owing under the Amended and Restated Credit Agreement
in respect of the 2016 Incremental Term Loans.


 


Section
9.          GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVERS;
WAIVER OF JURY TRIAL. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 10.13 OF THE AMENDED AND RESTATED
CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.


 


Section
10.         Notices; Successors. All communications and notices hereunder
shall be given as provided in the Amended and Restated Credit Agreement. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective successors and assigns.


 


Section
11.         Severability. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


 






    	 	-7-	 



     


    

 


Section
12.         Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement 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 signature page of this Agreement by email, facsimile or other
electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the Administrative Agent.


 


Section
13.         FATCA Status. Solely for purposes of determining whether
withholding Taxes are required to be imposed under FATCA, from and after the Amendment No. 1 Effective Date, the Borrower and the
Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying
as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) to the extent consistent
with applicable law.


 


[Remainder of Page Intentionally
Blank]


 






    	 	-8-	 



     


    

 


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement
as of the date first written above.


 


	 	ALBANY MOLECULAR RESEARCH, INC., as Borrower
	 	 	 
	 	By:	/s/ Felicia I. Ladin
	 	 	Name: Felicia I. Ladin
	 	 	Title:   Chief Financial Officer
	 	 	 
	 	ALO ACQUISITION LLC, as a Guarantor
	 	 
	 	By:	/s/ Lori M. Henderson
	 	 	Name: Lori M. Henderson
	 	 	Title:   Manager
	 	 	 
	 	AMRI BURLINGTON, INC., as a Guarantor
	 	 
	 	By:	/s/ Felicia I. Ladin
	 	 	Name: Felicia I. Ladin
	 	 	Title:   Chief Financial Officer
	 	 	 
	 	AMRI RENSSELAER, INC., as a Guarantor
	 	 
	 	By:	/s/ Felicia I. Ladin
	 	 	Name: Felicia I. Ladin
	 	 	Title:   Chief Financial Officer
	 	 	 
	 	CEDARBURG PHARMACEUTICALS, INC., as a Guarantor
	 	 
	 	By:	/s/ Felicia I. Ladin
	 	 	Name: Felicia I. Ladin
	 	 	Title:   Chief Financial Officer


 


[Signature Page to Amendment No. 1 to Second
Amended and Restated Credit Agreement]


 




     


     


    

 


	
         

         
	OSO BIOPHARMACEUTICALS  MANUFACTURING LLC, as a Guarantor
	 	 	 
	 	By:	ALO ACQUISITION, LLC, its sole member
	 	 	 
	 	By:	/s/ Lori M. Henderson
	 	 	Name: Lori M. Henderson
	 	 	Title:   Manager
	 	 	 
	 	AMRI SSCI, LLC, as a Guarantor
	 	 
	 	By:	/s/ Lori M. Henderson
	 	 	Name: Lori M. Henderson
	 	 	Title:   Manager
	 	 	 
	 	Whitehouse Analytical Laboratories, LLC, as a Guarantor
	 	 
	 	By:	/s/ Lori M. Henderson
	 	 	Name: Lori M. Henderson
	 	 	Title:   Manager


 


[Signature Page to Amendment No. 1 to Second Amended and Restated
Credit Agreement]


 




     


     


    

 


	
          
	BARCLAYS BANK PLC, as the Administrative Agent
	 	 
	 	By:	/s/ Craig J. Malloy
	 	 	Name: Craig J. Malloy
	 	 	Title:   Director


 


[Signature Page to Amendment No. 1 to Second Amended and Restated
Credit Agreement]


 




     


     


    

 


	
         

         
	BARCLAYS BANK PLC, as a Consenting Lender and Incremental Revolving Lender
	 	 	 
	 	By:	/s/ Craig J. Malloy
	 	 	Name: Craig J. Malloy
	 	 	Title:   Director


 


[Signature Page to Amendment No. 1 to Second Amended and Restated
Credit Agreement]


 




     


     


    

 


	
         

         
	JPMORGAN CHASE BANK, N.A., as an Incremental Term Loan Lender and an Incremental Revolving Lender
	 	 	 
	 	By:	/s/ Joon Hur
	 	 	Name: Joon Hur
	 	 	Title:   Vice President


 


[Signature Page to Amendment No. 1 to Second
Amended and Restated Credit Agreement]


 




     


     


    

 


[Signature pages of Consenting Lenders
on file with the Administrative Agent.]


 


[Signature Page to Amendment No. 1 to Second
Amended and Restated Credit Agreement]


 




     


     


    

 


[Signature pages of Incremental Term Loan
Lenders on file with the Administrative Agent.]


 


[Signature Page to Amendment No. 1 to Second
Amended and Restated Credit Agreement]


 




     


     


    

 


Schedule I


 


2016 Incremental Term Loan Commitments


 


	Incremental Term Loan Lender	 	2016 Incremental Term Loan Commitments	 
	JPMorgan Chase Bank, N.A.	 	$	230,000,000	 
	Total:	 	$	230,000,000	 



 


2016 Incremental Revolving Commitments


 


	
Incremental Revolving Lender
	 	2016 Incremental Revolving Commitments	 
	JPMorgan Chase Bank, N.A.	 	$	3,500,000	 
	Barclays Bank PLC	 	$	1,500,000	 
	Total:	 	$	5,000,000	 



 




     


     


    

 


Schedule II


 


LENDERS AND COMMITMENTS


 


Revolving Commitment


 


	Revolving Lender	 	Commitments	 	 	Revolving Commitment
 Percentage	 
	JPMorgan Chase Bank, N.A.	 	$	17,500,000	 	 	 	50	%
	Barclays Bank PLC	 	$	17,500,000	 	 	 	50	%
	Total:	 	$	35,000,000	 	 	 	100	%



 




     


     


    

 


Exhibit A


 


Amendments to Existing Credit Agreement


 


[See attached.]