Exhibit
10.28

      


      FIFTH
AMENDMENT TO CREDIT AGREEMENT

      


      THIS FIFTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), dated as of June 26, 2008 by and among
ALBANY MOLECULAR RESEARCH, INC. (the “Borrower”), BANK OF AMERICA, N.A., in its
capacity as Lender and Administrative Agent (each as hereinafter defined),
JPMORGAN CHASE BANK, N.A. as Lender and RBS CITIZENS, NATIONAL ASSOCIATION,
successor by merger to CITIZENS BANK OF MASSACHUSETTS, as Lender (collectively,
the “Lenders”)

      


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

      


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

      


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

      


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

      


      “Adjusted LIBOR Rate”
means with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBOR Rate for such Interest Period or, in the case of an
Alternative Currency Borrowing when such Alternative Currency is Hungarian
Forint, an interest rate per annum as determined by the Administrative Agent in
its sole, reasonable discretion at such time, plus (b) the Applicable LIBOR
Margin.

       

      “Applicable LIBOR
Margin” means the Applicable Margin set forth below corresponding to the
Leverage Ratio most recently determined:

       

      
        	
                Leverage
      Ratio

              	
                Revolver
      Loan Applicable

                Margin

              
	
                >=2.00
      to 1.00

              	
                1.50%

              
	
                >=1.50
      to 1.00<2.00 to 1.00

              	
                1.25%

              
	
                >=1.00
      to 1.00<1.50 to 1.00

              	
                1.00%

              
	
                <1.00
      to 1.00

              	
                0.75%

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Changes
in the Applicable Margin resulting from changes in the Leverage Ratio shall
become effective on the date (the “Adjustment Date”) on
which financial statements are delivered to the Lenders pursuant to
Sections 5.01 (a) and (b) hereof (but in any event not later than the
60th
day after the end of each of the first three Fiscal Quarters of the Borrower or
the 120th day
after the end of each Fiscal Year, as the case may be) and shall remain in
effect until the next change to be effected pursuant to this
paragraph.  If any financial statements referred to above are not
delivered within the time periods specified above, then, until such financial
statements are delivered, the Leverage Ratio most recently determined shall
govern subject to retroactive adjustment upon the next succeeding delivery of
said financial statements.  Each determination of the Leverage Ratio
pursuant to this pricing grid shall be made with respect to the period of the
prior four consecutive fiscal quarters of the Borrower ending at the end of the
period covered by the relevant financial statements.

       

      “Commitments” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Credit Loan Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to
Section 9.04.  The initial amount of each Lender’s Commitment is
set forth on Schedules 2.01 and 2.02, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as
applicable.  The initial
aggregate amount of the Lenders’ Commitments is $45,000,000.00.

       

      “Required Lenders”
means, at any time, Lenders having Revolving Loan Credit Exposure and unused
Commitments representing at least sixty-six and two-thirds (66 2/3%)
percent of the sum of the total Revolving Loan Credit Exposure and unused
Commitments at such time.

       

      “Revolving Credit Termination
Date” means June 26, 2013 or such earlier date on which the Lender
demands payment of and accelerates the Revolving Loan as provided
herein.  On the Revolving Credit Termination Date, all Revolving Loans
shall mature and all unpaid principal, accrued and unpaid interest and all other
charges due hereunder and under any other loan document shall be due and payable
in full.

       

      “Revolving Loan
Commitment” means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans including the issuance of, or participation in,
Letters of Credit, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment
may be reduced from time to time pursuant to Section 2.09 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.  The initial amount of each Lender’s
Revolving Loan Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Revolving Loan Commitment, as applicable.  The initial aggregate
amount of the Lenders’ Revolving Loan Commitment is $45,000,000.00

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Stated Maturity Date”
means the Revolving Credit Termination Date.

       

      2.           The
following definitions are hereby added to Section 1.01 of Article I of the
Credit Agreement and shall read as follows:

      


      “Alternative Currency”
means each of Euro, Hungarian Forint, Singapore Dollar and Yen.

       

      “Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrative Agent at such time on the basis of the Spot
Rate (determined in respect of the most recent Revaluation Date) for the
purchase of such Alternative Currency with Dollars.

      


      “Alternative Currency
Sublimit” means an amount equal to $20,000,000.00.  The
Alternative Currency Sublimit is part of, and not in addition to, the Aggregate
Commitments.

      


      “Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to any amount denominated in any Alternative
Currency, the equivalent amount thereof in Dollars as determined by the
Administrative Agent or the Issuer, as the case may be, at such time on the
basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of Dollars with such Alternative Currency.

      


      “EMU” means the
economic and monetary union in accordance with the Treaty of Rome 1957, as
amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the
Amsterdam Treaty of 1998.

       

      “EMU Legislation”
means the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European
currency.

      


      “Euro” and “EUR” mean the lawful
currency of the Participating Member States introduced in accordance with the
EMU Legislation.

      


      “Revaluation Date”
means (a) with respect to any Loan, each of the following:  (i) each
date of a Borrowing of a Eurodollar Loan denominated in an Alternative Currency,
(ii) each date of a continuation of a Eurodollar Loan denominated in an
Alternative Currency, and (iii) such additional dates as the Administrative
Agent shall determine or the Required Lenders shall require; and (b) with
respect to any Letter of Credit, each of the following:  (i) each date
of issuance of a Letter of Credit denominated in an Alternative Currency, (ii)
each date of an amendment of any such Letter of Credit having the effect of
increasing the amount thereof (solely with respect to the increased amount),
(iii) each date of any payment by the Issuer under any Letter of Credit
denominated in an Alternative Currency, and (iv) such additional dates as the
Administrative Agent or the Issuer shall determine or the Required Lenders shall
require.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Same Day Funds” means
(a) with respect to disbursements and payments in Dollars, immediately available
funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative
Agent or the Issuer, as the case may be, to be customary in the place of
disbursement or payment for the settlement of international banking transactions
in the relevant Alternative Currency.

      


      “Spot Rate” for a
currency means the rate determined by the Administrative Agent to be the rate
quoted by the Person acting in such capacity as the spot rate for the purchase
by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date two
Business Days prior to the date as of which the foreign exchange computation is
made; provided that the Administrative Agent may obtain such spot rate from
another financial institution designated by the Administrative Agent if the
Person acting in such capacity does not have as of the date of determination a
spot buying rate for any such currency.

       

      “Yen” and “¥” mean the lawful
currency of Japan.

      


      3.           The
following definitions set forth in Section 1.01 of Article I of the Credit
Agreement are hereby deleted in their entirety:

      


      “Class”

       

      “Term
Loan”

       

      “Term Loan
Commitment”

       

      “Term Loan Credit
Exposure”

       

      “Term Loan Maturity
Date”

       

      4.           The
following Sections of the Credit Agreement are hereby amended and restated in
its entirety to read as follows:

      


      SECTION
1.02 - “Classification
of Loans and Borrowings.  For purposes of this Agreement, Loans
may be classified and referred to by Type (e.g., a “Eurodollar
Loan”).  Borrowings also may be classified and referred to by Type
(e.g., a “Eurodollar Borrowing”).”

       

      SECTION
2.01(a) – “Revolving
Loans.  Subject to the terms and conditions set forth herein,
each Lender agrees to make Revolving Loans to the Borrower from time to time
during the Availability Period in an aggregate principal amount that will not
result in (i) such Lender’s Revolving Loan Credit Exposure exceeding such
Lender’s Revolving Loan Commitment as set forth in Schedule 2.01 and (ii)
the aggregate outstanding amount of all Revolving Loans denominated in an
Alternative Currency shall not exceed the Alternative Currency Sublimit as set
forth in Schedule 2.01.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans.”

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      SECTION
2.02 – “Intentionally Omitted”

      


      SECTION
2.03(b) – “The failure of any Lender to make any Loan, required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to make Loans as required.”

       

      SECTION
2.03(d) – At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $100,000.00 and not less than $1,000,000.00.  At
the time that each Base Rate Revolving Borrowing is made, such Borrowing shall
be in an aggregate amount that is an integral multiple of $50,000.00 and not
less than $500,000.00; provided that a Base Rate Revolving Borrowing may be in
an aggregate amount that is equal to the entire unused balance of the total
Revolving Loan Commitments.  Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of ten (10) Eurodollar Revolving Borrowings
outstanding.

       

      SECTION
2.04 - “Requests for Revolving Loans.  To request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Loan, not later than 11:00 a.m., New
York City time, three Business Days before the date of the proposed Loan, (b) in
the case of a Base Rate Loan, not later than 11:00 a.m., New York City time, one
Business Day before the date of the proposed Loan and (c) in the case of a Loan
denominated in an Alternative Currency, not later than 11:00 a.m., New York City
time four Business Days before the date of the proposed Loan.  Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower.  Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.03 and
shall be in the form attached hereto as Exhibit B-1:

       

      
        	
                 
      

              	
                (i)

              	
                the
      aggregate amount of the requested
Loan;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      date of such Loan, which shall be a Business
  Day;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                whether
      such Loan is to be a Base Rate Loan or a Eurodollar
  Loan;

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iv)

              	
                in
      the case of a Eurodollar Revolving Borrowing, the initial Interest Period
      to be applicable thereto, which shall be a period contemplated by the
      definition of the term “Interest Period”;
and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                the
      location and number of the Borrower’s account to which funds are to be
      disbursed, which shall comply with the requirements of
      Section 2.07.

              


      

       

      If no
election as to the Type of Revolving Borrowing is specified, then the requested
Borrowing shall be a Eurodollar Revolving Borrowing consisting of an Interest
Period of one month’s duration.  If no Interest Period is specified
with respect to any requested Eurodollar Revolving Borrowing, then the Borrower
shall be deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing.

       

      SECTION
2.06(a) – “Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by
12:00 noon, New York City time, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the
Lenders.  The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amount so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing
Request.”

       

      SECTION
2.08(b) – “The Borrower may at any time terminate, or from time to time reduce,
the Revolving Loan Commitment; provided that (i) each reduction of the Revolving
Loan Commitment shall be in an amount that is an integral multiple of
$1,000,000.00 and not less than $1,000,000.00 and (ii) the Borrower shall not
terminate or reduce the Revolving Loan Commitment if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.10, the sum
of (A) the Revolving Loan Credit Exposures would exceed the total Revolving Loan
Commitment or (B) the sum of the Alternative Currency Credit Exposures would
exceed the Alternative Currency Sublimit.”

       

      SECTION
2.09(c) – “The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.”

       

      SECTION
2.10(a) – “Optional
Repayments.  (i) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing or Revolving Loan in whole or
in part, subject to prior notice and application of payment in accordance with
paragraph (b) of this Section without penalty or prepayment fee except as
set forth in Section 2.15 hereof.

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      (ii)           The
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Loan, not later than 1l:00 a.m., New York City time, three
Business Days before the date of prepayment, or (ii) in the case of
prepayment of a Base Rate Loan, not later than 11:00 a.m., New York City
time, one Business Day before the date of prepayment.  Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Loan or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.08, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08.  Promptly following receipt of any
such notice relating to a Loan, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each partial prepayment of any Loan
shall be in an amount that would be permitted in the case of an advance of a
Revolving Borrowing of the same Type as provided in
Section 2.03.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.12.”

       

      SECTION
2.10(b)(ii) – “Mandatory Prepayment of Revolving Loans, etc.  If on
any date (after giving effect to any other payments on such date) the aggregate
outstanding amount of all (i) Revolving Extensions of Credit of all Lenders
exceeds the Revolving Loan Commitment as then in effect, the Borrower shall make
a mandatory prepayment on such date of Revolving Loans or (ii) Loans denominated
in Alternative Currencies at such time exceeds an amount equal to 100% of the
Alternative Currency Sublimit then in effect, then, within two Business Days
after receipt of such notice, the Borrower shall prepay Loans in an aggregate
amount sufficient to reduce such Outstanding Amount as of such date of payment
to an amount not to exceed 100% of the Alternative Currency Sublimit then in
effect.”

       

      SECTION
2.10(b)(ii) – “Intentionally Omitted”

       

      SECTION
2.10(b)(iii) – “Intentionally Omitted”

       

      SECTION
2.17(a) – “The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, New York
City time, on the date when due, in immediately available funds, without set-off
or counterclaim.  Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments shall be made to the
Administrative Agent at its offices at One Kiernan Plaza, Albany, New York,
except that payments pursuant to Sections 2.l4, 2.l5, 2.16 and 9.03 shall
be made directly to the Persons entitled thereto.  The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt
thereof.  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder with
respect to principal and interest on Loans denominated in an Alternative
Currency shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in such Alternative Currency and in Same Day Funds
not later than the Applicable Time specified by the Administrative Agent on the
dates specified herein.  Without limiting the generality of the
foregoing, the Administrative Agent may require that any payments due under this
Agreement be made in the United States.  If, for any reason, any
Borrower is prohibited by any Law from making any required payment hereunder in
an Alternative Currency, such Borrower shall make such payment in Dollars in the
Dollar Equivalent of the Alternative Currency payment amount.  Agent
will promptly distribute to each Lender its Applicable Percentage (or other
applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender’s Lending Office.  Except as otherwise
expressly provided herein, all payments hereunder shall be made in
dollars.”

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      SECTION
9.04(b)(ii)(B) – “each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement;”

       

      5.  SCHEDULE
2.01(a) to Credit Agreement shall be replaced by SCHEDULE 2.01(a) to attached
hereto.

      


      6.  SCHEDULE
2.02 to Credit Agreement is hereby deleted.

      


      7.           The
following Sections are hereby added to the Credit Agreement and shall read as
follows:

      


      “SECTION
1.05  Exchange
Rates; Currency Equivalents. (a)  The
Administrative Agent or the Issuer, as applicable, shall determine the Spot
Rates as of each Revaluation Date to be used for calculating Dollar Equivalent
amounts of Credit Extensions and Outstanding Amounts denominated in Alternative
Currencies.  Such Spot Rates shall become effective as of such
Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to
occur.  Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as
otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or the Issuer, as
applicable.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (b)  Wherever
in this Agreement in connection with a Committed Borrowing an amount, such as a
required minimum or multiple amount, is expressed in Dollars, but such Committed
Borrowing is denominated in an Alternative Currency, such amount shall be the
relevant Alternative Currency Equivalent of such Dollar amount (rounded to the
nearest unit of such Alternative Currency, with 0.5 of a unit being rounded
upward), as determined by the Administrative Agent.”

       

      “SECTION
1.06 Change of
Currency. (a)  Each
obligation of the Borrower to make a payment denominated in the national
currency unit of any member state of the European Union that adopts the Euro as
its lawful currency after the date hereof shall be redenominated into Euro at
the time of such adoption (in accordance with the EMU
Legislation).  If, in relation to the currency of any such member
state, the basis of accrual of interest expressed in this Agreement in respect
of that currency shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest in respect of the
Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any
Committed Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Committed Borrowing, at the end of the then current Interest
Period.

       

      (b)  Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the
European Union and any relevant market conventions or practices relating to the
Euro.

       

      (c)  Each
provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect a change in currency of any other country and any
relevant market conventions or practices relating to the change in
currency.”

       

      “SECTION
1.07 Letter of Credit
Amounts.  Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the
stated amount of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any document
related thereto, provides for one or more automatic increases in the stated
amount thereof, the amount of such Letter of Credit shall be deemed to be the
Dollar Equivalent of the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount
is in effect at such time.”

       

      “SECTION
4.02(c) – In the case of a Borrowing or a Letter of Credit to be denominated in
an Alternative Currency, there shall not have occurred any change in national or
international financial, political or economic conditions or currency exchange
rates or exchange controls which in the reasonable opinion of the Administrative
Agent, the Required Lenders (in the case of any Loans to be denominated in an
Alternative Currency) or the Issuer (in the case of any Letter of Credit to be
denominated in an Alternative Currency) would make it impracticable for such
Borrowing or a Letter of Credit to be denominated in the relevant Alternative
Currency.”

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      8.           As
consideration for the execution and delivery of this Amendment by the
Administrative Agent and the Lenders, upon the execution and delivery of this
Amendment by the Borrower, the Borrower shall pay to the Administrative Agent a
renewal fee equal to $45,000.00 to be distributed to the Lenders by the
Administrative Agent on a pro-rata basis based upon the respective Revolving
Loan Commitments.

      


      9.           The
Borrower hereby represents and warrants as follows:

      


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

      


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

      


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

      


      10.           As
modified hereby, all of the terms, provisions and conditions of the Credit
Agreement are hereby ratified and confirmed.  In particular, Borrower
acknowledges its continuing obligations under Section 5.09 of Article V of the
Credit Agreement entitled “Additional
Guarantors” which to reads as follows:

      


      “The
Borrower will give the Administrative Agent prompt written notice of the
formation of any new Subsidiary.  With respect to all Domestic
Subsidiaries, such notice shall be accompanied by a Guaranty in form acceptable
to the Administrative Agent and a resolution of the Board of Directors of such
Subsidiary authorizing such Subsidiary to execute and deliver to the
Administrative Agent its unconditional written guarantee of the Loans and all
related obligations of the Borrower to the Lenders and further authorizing such
Subsidiary to be bound by and comply with all of the terms and provisions of the
Credit Agreement to the same extent as the
Guarantors.  Notwithstanding the foregoing, in the event that the
Borrower and all existing Guarantors do not comprise 85% of each of (i) total
consolidated sales, (ii) total consolidated assets and (iii) total consolidated
EBIT, for the Borrower and all Subsidiaries, then within ten (10) days’ thereof,
the Borrower shall deliver either (i) a Guaranty from each non-Domestic
Subsidiary as set forth above or (ii) a valid and enforceable and perfected
pledge of sixty five percent (65%) of the common stock of each non-Domestic
Subsidiary.”



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


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

      


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

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


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

      


      


      
        	 
      	
                ALBANY
      MOLECULAR RESEARCH, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                BY:
      /s/ Mark T.
      Frost

              
	 
      	
                NAME:
      Mark T.
      Frost

              
	 
      	
                TITLE:
      Chief Financial
      Officer

              
	 
      	
                 
      

              
	 
      	
                 
      

              
	 
      	
                BANK
      OF AMERICA, N.A., as Administrative Agent and as Lender

              
	 
      	
                 
      

              
	 
      	
                 
      

              
	 
      	
                BY:
      /s/
      Christopher S.
      Allen

              
	 
      	
                NAME:
      Christopher S.
      Allen

              
	 
      	
                TITLE:
      Senior Vice
      President

              
	 
      	
                 
      

              
	 
      	
                 
      

              
	 
      	
                 
      

              
	 
      	
                JPMORGAN
      CHASE BANK, N.A.

              
	 
      	
                 
      

              
	 
      	
                 
      

              
	 
      	
                BY:
      /s/ Paul M.
      Bilodeau

              
	 
      	
                NAME:
      Paul M.
      Bilodeau

              
	 
      	
                TITLE:
      Underwriter

              
	 
      	
                 
      

              
	 
      	
                 
      

              
	 
      	
                RBS
      CITIZENS, NATIONAL ASSOCIATION

              
	 
      	
                 
      

              
	 
      	
                 
      

              
	 
      	
                BY:
      /s/ Ann M.
      Meade

              
	 
      	
                NAME:
      Ann M.
      Meade

              
	 
      	
                TITLE:
      Senior Vice
      President

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      SCHEDULE
2.01

      


      SCHEDULE
2.01 (a) to Credit Agreement dated as of dated as of February 12, 2003, as
amended by a first amendment to credit agreement dated August 10, 2004, as
amended by a second amendment to credit agreement dated June 30, 2005, as
amended by a third amendment to credit agreement dated February 23, 2006, as
amended by a fourth amendment to credit agreement dated February 1, 2007, and as
amended by a fifth amendment to credit agreement dated June 26, 2008, by and
among Albany Molecular Research, Inc., Bank of America, successor by merger to
Fleet National Bank, RBS Citizens, National Association, successor by merger to
Citizens Bank of Massachusetts and JPMorgan Chase Bank

      


      
        	
                Lender

              	
                Revolving
      Loan Credit Exposure

              
	
                Bank
      of America

              	
                $15,000,000.00

              
	
                Citizens
      Bank of Massachusetts

              	
                $15,000,000.00

              
	
                JPMorgan
      Chase Bank

              	
                $15,000,000.00

              


      

      


      
        	
                Lender

              	
                Alternative
      Currency Credit Exposure

              
	
                Bank
      of America

              	
                $6,666,666.68

              
	
                Citizens
      Bank of Massachusetts

              	
                $6,666,666.66

              
	
                JPMorgan
      Chase Bank

              	
                $6,666,666.66

              


      

      


      *  The
Alternative Currency Credit Exposure is a sub-facility under the Revolving Loan
and is part of, and not in addition to, the Revolving Loan Commitments, which
are $45,000,000.00.