Exhibit 10.3


 


Execution Version


 





 


July 11, 2016


 


Lauro Cinquantasette S.p.A.

Via del Lauro, 7 - 20131 Milano


 


		RE:	Guarantee to Promissory Notes, dated
as of July 11, 2016, by and between Albany Molecular Luxembourg S.à.r.l.
and Lauro Cinquantasette S.p.A. (the “Guarantee”)



 


Dear Ladies and Gentlemen:


 


1.          Albany
Molecular Luxembourg S.à.r.l., a private limited liability company
(société à responsabilité limitée) duly incorporated and validly existing under the laws of
the Grand Duchy of Luxembourg, with registered office at 6 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg
registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under the number
B.114207 (the “Maker”), is entering into a series of Promissory Notes (collectively with any notes exchanged
therefore, the “Promissory Notes” and each a “Promissory Note”), each dated as of the date
hereof and with an aggregate initial principal amount of Fifty Five Million Euros (€55,000,000), by and between the Maker
and Lauro Cinquantasette S.p.A., a company incorporated under the laws of Italy (the “Initial Holder”) or its
permitted assigns as set forth in Section 6 thereto (collectively, the “Holder”), pursuant to which the Maker
will make certain payments to the Holders as provided therein. Each capitalized term used and not otherwise defined herein shall
have the meaning given to such term in the Promissory Notes. 


 


2.          In
consideration of the Holders entering into the Promissory Notes with the Maker, the adequacy, sufficiency and receipt of which
are hereby acknowledged, Albany Molecular Research Inc., a company incorporated under the laws of the State of Delaware (the “Guarantor”)
hereby absolutely, irrevocably and unconditionally undertakes and guarantees to the Holders the due and punctual payment of all
principal and interest (including default rate interest), from time to time due or owing by the Maker or any successor or assignee
of the Maker permitted under the terms of the Promissory Notes to the Holders under the terms of the Promissory Notes when and
as the same shall become due and payable under the terms thereof (collectively, the “Obligations”).


 


3.          Upon
written demand by the Representative to the Guarantor (a “Demand”) following the failure of the Maker to satisfy
any Obligations (each such failure, a “Default”), the Guarantor shall pay the Obligations relating to such Default
to the Representative, for distribution to the Holders, who are express third party beneficiaries of this Guarantee. All payments
under this Guarantee shall be made in Euros without any set-off (other than as may be provided for in Section 8(c) of the applicable
Promissory Note), condition or counterclaim whatsoever except as the Maker would have been authorized to make under the Promissory
Notes, which are expressly reserved; and free and clear of any deductions or withholdings whatsoever except only as may be required
by law or regulation which is binding on the Guarantor.


 




     

     

    

 


4.          If
any deduction or withholding is required by any law or regulation to be made by the Maker or the Guarantor, as applicable, the
amount of the payment due from the Guarantor shall be increased to an amount which (after making any deduction or withholding)
leaves an amount equal to the payment which would have been due if no deduction or withholding had been required unless such payment
would not have had to be grossed up by the Maker under the terms of the applicable Promissory Note. The Guarantor shall promptly
deliver or procure delivery to the Representative and the Maker of all receipts issued to it evidencing each deduction or withholding
which it has made.


 


5.          The
Guarantor hereby unconditionally and irrevocably waives (a) any and all notice of the creation, renewal, extension or accrual of
any of the Obligations and notice of or proof of reliance by the Holder upon this Guarantee or acceptance of this Guarantee, and
the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this Guarantee, (b) notice of acceptance of this Guarantee and notice of the Obligations, and
(c) diligence, presentment, protest, notice of dishonor or non-payment or non-delivery of the Obligations, suit or the taking of
other action by the Holder against, and any other notice (other than the Demand) to, the Maker, the Guarantor or others.


 


6.          The
Guarantor understands and agrees that the liability of the Guarantor under this Guarantee shall be construed as a continuing, absolute,
unconditional and irrevocable guarantee of payment without regard to, and such liability shall not be discharged or otherwise adversely
affected by, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating
to, any of the following: (a) the validity, regularity, or enforceability of the Promissory Notes, any other instrument securing
the Obligations, including without limitation any collateral security for the Obligations, any other guarantee or any right of
offset with respect thereto at any time or from time to time held by the Holder, (b) the Obligations not being recoverable from
the Maker by reason of illegality or incapacity, or (c) any other circumstance whatsoever (with or without notice to or knowledge
of the Maker or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Maker
for the Obligations, or of the Guarantor under this Guarantee, in insolvency, bankruptcy, receivership, conservatorship, dissolution,
or liquidation of the Maker or the Guarantor or in any other instance.


 


7.          When
pursuing its rights and remedies hereunder against the Guarantor, the Holder may, but shall be under no obligation to, pursue such
rights and remedies as it may have against the Maker or any other person or against any collateral security (if any) or guarantee
for the Obligations, and any failure or delay by the Holder to pursue such other rights or remedies or to collect any payments
from the Maker or any such other person or to realize upon any such collateral security or guarantee or to exercise any such right
of offset, or any release of the Maker or any such other person or any such collateral security, guarantee or right of offset,
shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Holder against the Guarantor.


 




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8.          Upon
and to the extent of any payment by the Guarantor under this Guarantee in respect of any Obligation, the Guarantor shall be fully
subrogated to the Holder’s right, title and interest thereunder, including the right to receive payments in respect of such
Obligation. Any payment made by or on behalf of the Maker to, and any amounts received under the applicable Promissory Note for
the benefit of, the Holder in respect of any Obligation forming the basis of a claim hereunder (which claim shall have been paid
by the Guarantor), shall be received and held in trust for the benefit of Guarantor and shall be paid over to the Guarantor. Following
any payment in full by the Guarantor hereunder in respect of any Obligation, the Holder shall cooperate in all reasonable respects,
at the expense of the Guarantor, with any request by the Guarantor for action to preserve or enforce the Guarantor’s rights
and remedies, if any, in respect of such payment, including, without limitation, any request to (i) institute or participate in
any suit, action or other proceeding, (ii) enforce any judgment obtained and collect any amounts adjudged due or (iii) transfer
to the Guarantor, via absolute legal assignment, the Holder’s rights in respect of such payment and related Obligation. Notwithstanding
any payment or payments made by the Guarantor hereunder or any set off or application of funds of the Guarantor by the Holder,
the Guarantor shall not be entitled to be subrogated to any of the rights of the Holder against the Maker or right of offset held
by the Holder for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement
from the Maker or any other person in respect of payments made by the Guarantor hereunder until all amounts owing to the Holder
by the Maker on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to the Guarantor on account
of such subrogation rights at any time when all of the Obligations shall not have been indefeasibly paid in full, such amount shall
be held by the Guarantor in trust for the Holder, and shall as soon as practicable upon receipt by the Guarantor, be turned over
to the Representative, for distribution to the Holder in substantially the form received by the Guarantor, to be applied against
the Obligations.


 


9.          The
Holder may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the
obligations of the Guarantor hereunder agree with the Maker to make any change to the terms of the Obligations; provided,
that if the Maker is not a wholly owned subsidiary of the Guarantor, any change to the terms of the Obligations without the consent
of the Guarantor shall be null and void ab initio. As soon as practicable following the time, if any, that the Maker ceases
to be a wholly owned subsidiary of the Guarantor, the Guarantor shall deliver a written notice to the Representative (i) stating
that the Maker will no longer be a wholly owned subsidiary of the Guarantor and (ii) providing contact information for the person
or persons at each of the Guarantor and the Maker that would be responsible for approving any change to the terms of the Obligations.


 


10.         This
Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor
and its successors and assigns, and shall inure to the benefit of the Holder, until the later of the final Installment Payment
Date and the date on which all Obligations arising on or prior to the final Installment Payment Date and the obligations of the
Guarantor under this Guarantee, if any, shall have been satisfied by payment in full in accordance with the Promissory Notes or
this Guarantee, as applicable.


 




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11.         This
Guarantee is in addition to and shall not affect nor be affected by or merged with any other judgment, security, right or remedy
obtained or held by the Holder from time to time for the discharge and performance of the Maker in respect of the Obligations,
but under no circumstance may the Holder recover from both the Maker and the Guarantor the same Obligation and any payment by the
Maker or the Guarantor shall to the extent of such payment discharge the Guarantor’s obligations hereunder or the Maker’s
Obligations, as applicable, subject to the following paragraph. Notwithstanding anything to the contrary herein, all rights and
remedies hereunder may be exercised solely by the Representative.


 


12.         This
Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by the Holder upon the insolvency, bankruptcy, receivership,
conservatorship, dissolution, liquidation or reorganization of the Maker or the Guarantor, or upon or as a result of the appointment
of a receiver or conservator of, or trustee or similar officer for, the Maker or the Guarantor or any substantial part of their
respective property, or otherwise, all as though such payments had not been made.


 


13.         The
Guarantor shall on a full indemnity basis pay to the Representative on demand the amount of all reasonable and documented costs
and expenses (including reasonable and documented legal and out-of-pocket expenses and any valued added tax on those costs and
expenses) including reasonable and documented attorneys’ fees and disbursements on one outside legal counsel to Representative
in enforcing, preserving or exercising any rights under this Guarantee; provided, that this paragraph shall only be applicable
following an Event of Default and only if the Guarantor is obligated to make a payment under any other provision of this Guarantee.


 


14.         [Reserved]


 


15.         This
Guarantee and the rights and obligations of the Guarantor and the Holder hereunder shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York, without giving effect to the conflict of laws rules thereof.


 


16.         Any
dispute between the Guarantor and the Holder which relates to this Guarantee or arises in connection herewith shall be submitted
to exclusive jurisdiction of the competent federal courts in Manhattan, New York, United States of America.
Each party hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related
to this Guarantee.


 


17.         Any
notice, request, demand, waiver, consent, approval or other communication required or permitted to be given hereunder, including
any claim hereunder, shall be in writing and shall be delivered personally, sent by e-mail, sent by registered or certified mail,
postage prepaid, or sent by a standard overnight courier of national reputation with written confirmation of delivery. Any such
notice shall be deemed given when so delivered personally, or if sent by e-mail, on the date received (provided, that any notice
received after 5:00 p.m. (addressee’s local time) shall be deemed given at 9:00 a.m. (addressee’s local time) on the
next business day, or if mailed or sent by overnight courier, on the date shown on the written confirmation of delivery.  


 




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Such notices
shall be given as follows (or such other address designated by a party hereto pursuant to written notice delivered to each
of the other parties hereto):




 


If to the Maker, to:


 


Albany Molecular
Luxembourg S.à.r.l.


6 rue Eugène
Ruppert,


L-2453 Luxembourg,


Grand Duchy
of Luxembourg


Attn: Board
of Managers


 


with a copy to:


 


c/o Albany Molecular Research, Inc.


26 Corporate Circle


Albany, New York 12212


Fax: (518) 512-2075


Attn: Chief Financial Officer


 


And with a copy to:


 


Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018-1405

Phone: (212) 813-8857

Fax: (212) 355-3333


Attn: Jennifer K. Bralower


 


If to the Initial Holder or Representative,
to:


 


Lauro Cinquantasette S.p.A


Via del Lauro, 7 - 20131 Milano


Phone: +39-02-96953394


+39-02-8995221

Fax: +39-02-869522522


Attn: Chief Financial Officer


 


with a copy to:


 


Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Phone: (212) 909-6306

Fax: (212) 909-6836

Attn: Maurizio Levi-Minzi


 


Any notice or other communication in connection with this Guarantee
shall be delivered to the Representative, for distribution to the Holder.


 




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If to the Guarantor, to:


 


c/o Albany Molecular Research, Inc.


26 Corporate Circle


Albany, New York 12212


Fax: (518) 512-2075


Attn: Chief Financial Officer


 


With a copy to:


 


Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018-1405

Phone: (212) 813-8857

Fax: (212) 355-3333


Attn: Jennifer K. Bralower


 


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blank]


 




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	 	Yours sincerely,
	 	 
	 	Albany Molecular Research Inc.
	 	 
	 	/s/ Lori M. Henderson
	 	By: Lori M. Henderson
	 	Title:


 


Agreed and acknowledged by:


 


	Lauro Cinquantasette S.p.A.	 
	 	 
	/s/ Enrico Ricotta	 
	Name: Enrico Ricotta	 
	Title:	 


 


[Signature Page to Guarantee]