Exhibit 10.1 LEASE AGREEMENT --------------- THIS AGREEMENT is made the 9th day of October, 1992, by and between HOFFMAN ENTERPRISES,, a New York partnership having its principal office at 25 Corporate Circle, Albany, New York (the "Landlord") and...Lease Agreement • December 8th, 1998 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • January 7th, 1999 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
Exhibit 10.21 RESTATED AND REVISED LEASE AGREEMENT LEASE AGREEMENT made effective this December 1, 1999, by and between THE UNIVERSITY AT ALBANY FOUNDATION, a not-for-profit corporation existing under the laws of the State of New York, having its...Lease Agreement • March 31st, 2000 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
FORM OF ------- INDEMNIFICATION AGREEMENT -------------------------Indemnification Agreement • August 14th, 1998 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • Delaware
BY AND AMONGStock Purchase Agreement • January 5th, 2000 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
EXHIBIT 10.11 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 3rd day of November, 1998, by and between Albany Molecular Research, Inc., a Delaware corporation (the "Company"), and Thomas E. D'Ambra,...Employment Agreement • March 31st, 1999 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 3, 2011 among ALBANY MOLECULAR RESEARCH, INC., as the Borrower AMRI RENSSELAER, INC., AMRI BOTHELL RESEARCH CENTER, INC., and AMRI BURLINGTON, INC., as Guarantors BANK OF AMERICA, N.A., as...Credit Agreement • December 5th, 2011 • Albany Molecular Research Inc • Services-commercial physical & biological research • Massachusetts
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 3, 2011, among ALBANY MOLECULAR RESEARCH, INC., a Delaware corporation (the “Borrower”), AMRI RENSSELAER, INC., a Delaware corporation (“AMRI Rensselaer”), AMRI BOTHELL RESEARCH CENTER, INC., a Delaware corporation (“AMRI Bothell”), AMRI BURLINGTON, INC. a Massachusetts corporation (“AMRI Burlington”), each other Subsidiary of the Borrower from time to time party hereto as a Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
ALBANY MOLECULAR RESEARCH, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 25, 2013 2.25% Cash Convertible Senior Notes due 2018Indenture • November 25th, 2013 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
This INDENTURE, dated as of November 25, 2013 between ALBANY MOLECULAR RESEARCH, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01),
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between ALBANY MOLECULAR RESEARCH, INC.Merger Agreement • November 2nd, 1999 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • Delaware
EXHIBIT 99.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of October 19, 1999 by and among Albany Molecular Research, Inc., a Delaware corporation (the "Company"), and each of the stockholders...Registration Rights Agreement • March 2nd, 2000 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • Delaware
Exhibit 10.18 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 3rd of November 1998, by and between Albany Molecular Research, Inc., a Delaware corporation (the "Company"), and James J. Grates (the "Employee"). WHEREAS,...Employment Agreement • March 31st, 2000 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
RECITALS:Loan Agreement • March 31st, 2000 • Albany Molecular Research Inc • Medicinal chemicals & botanical products
CREDIT AGREEMENT dated as of February 12, 2003 By and Among ALBANY MOLECULAR RESEARCH, INC., THE LENDERS PARTY HERETO, FLEET NATIONAL BANK, As Administrative Agent, Advisor, And Book Manager FLEET SECURITIES, INC. As Arranger JPMORGAN CHASE BANK, As...Credit Agreement • March 16th, 2005 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
CREDIT AGREEMENT dated as of FEBRUARY 12, 2003, among ALBANY MOLECULAR RESEARCH, INC. a Delaware corporation having an address of 21 Corporate Circle, Albany, New York 12212-5098, the LENDERS party hereto, and FLEET NATIONAL BANK, as Administrative Agent.
EXHIBIT 10.15 October 20, 1998 CONFIDENTIAL ------------ Mr. Harold M. Armstrong, Jr. 716 Sachem Circle Slingerlands, NY 12159 Dear Harold: This letter agreement (this "Agreement") formalizes the agreement that we have reached regarding your voluntary...Resignation Agreement • December 8th, 1998 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
ARTICLE 1 DEFINITIONS -----------License Agreement • July 15th, 1998 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • New York
AGREEMENT ---------Technology Transfer Agreement • December 8th, 1998 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • Indiana
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 9th, 2001 • Albany Molecular Research Inc • Medicinal chemicals & botanical products • Delaware
Albany Molecular Research, Inc. and Computershare Shareowner Services LLC as Rights Agent Shareholder Rights Agreement Dated as of July 27, 2012Shareholder Rights Agreement • July 31st, 2012 • Albany Molecular Research Inc • Services-commercial physical & biological research • Delaware
Agreement, dated as of July 27, 2012, between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Computershare Shareowner Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2017 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 8th day February 2017, (the “Effective Date”) by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Christopher M. Conway (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among Albany Molecular Research, Inc., UIC PARENT CORPORATION and UIC MERGER SUB, INC. June 5, 2017Merger Agreement • June 6th, 2017 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 5, 2017, is entered into by and among Albany Molecular Research, Inc., a Delaware corporation (the “Company”), UIC Parent Corporation, a Delaware corporation (“Parent”), and UIC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 12th, 2016 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
Each Applicable Margin shall be determined and adjusted quarterly on the date (each a “Calculation Date”) two (2) Business Days after the earlier of the actual delivery date by which the Borrower provides, or the required delivery date by which the Borrower is required to provide, the consolidated financial information required by Section 6.01(a) or (b), as applicable, and the Compliance Certificate required by Section 6.01(c) for the fiscal quarter or year of the Borrower most recently ended prior to the Calculation Date; provided, however, that with respect to (A) any Revolving Loan or Swing Line Loan or (B) the Letter of Credit Fee, the Applicable Margin shall be deemed to be (i) in Pricing Level I (x) from the Closing Date until the first Calculation Date occurring after the first full fiscal quarter of the Borrower subsequent to the Closing Date and (y) at any time during the existence of an Event of Default under Sections 8.01(a), (h) or (i) and (ii) if the Borrower fails to prov
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP England November 29, 2013Warrant Agreement • December 4th, 2013 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Albany Molecular Research, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 19, 2015 among ALBANY MOLECULAR RESEARCH, INC., as Borrower, THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, L/C...Credit Agreement • November 9th, 2015 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
This Second Amended and Restated Credit Agreement (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into as of August 19, 2015, by and among Albany Molecular Research, Inc., a Delaware corporation (the “Borrower”), the Lenders and L/C Issuers (each as hereinafter defined) from time to time party hereto and Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, the Swing Line Lender (each as hereinafter defined) and a L/C Issuer.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandCall Option Transaction • November 25th, 2013 • Albany Molecular Research Inc • Services-commercial physical & biological research
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Albany Molecular Research, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
ANDShareholder Rights Agreement • September 20th, 2002 • Albany Molecular Research Inc • Services-commercial physical & biological research • Delaware
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ALBANY MOLECULAR RESEARCH, INC.Incentive Stock Option Agreement • May 10th, 2005 • Albany Molecular Research Inc • Services-commercial physical & biological research
Pursuant to the Albany Molecular Research, Inc. 1998 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Albany Molecular Research, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or any part of the number of shares of Common Stock, par value $.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
CREDIT AND SECURITY AGREEMENT by and among ALBANY MOLECULAR RESEARCH, INC., AMRI RENSSELAER, INC., AMRI BURLINGTON, INC. and AMRI BOTHELL RESEARCH CENTER, INC., as Borrowers, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated as of April 11, 2012Credit and Security Agreement • April 12th, 2012 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of April 11, 2012, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), Albany Molecular Research, Inc., a Delaware corporation (“AMRI” or the “Administrative Borrower”), AMRI Rensselaer, Inc., a Delaware corporation (“AMRI Rensselaer”), AMRI Burlington, Inc., a Massachusetts corporation (“AMRI Burlington”), and AMRI Bothell Research Center, Inc., a Delaware corporation (“AMRI Bothell” and together with AMRI, AMRI Rensselaer and AMRI Burlington, each a “Borrower” and collectively, the “Borrowers”).
RESEARCH/MANUFACTURING AGREEMENTResearch/Manufacturing Agreement • February 17th, 2011 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
THIS RESEARCH/MANUFACTURING AGREEMENT (“Agreement”), effective as of the last date of signature by the parties below (“Effective Date”), is by and between Schering Corporation, acting through its Schering-Plough Research Institute division, 2000 Galloping Hill Road, Kenilworth, New Jersey 07033-0539 (hereinafter “SPRI”); and Albany Molecular Research, Inc., 21 Corporate Circle, Albany, New York 12203-5154 (together with its subsidiaries and affiliates hereinafter collectively referred to as “AMRI”).
ContractBusiness Transfer Agreement • August 8th, 2007 • Albany Molecular Research Inc • Services-commercial physical & biological research
This Business Transfer Agreement (the “Agreement”) contains representations and warranties that AMRI India Private Limited (“AMRI India”) and Ferico Laboratories Limited (“Ferico”) made to each other. These representations and warranties were made only for the purposes of the Agreement and solely for the benefit of AMRI India and Ferico as of specific dates, may be subject to important limitations and qualifications agreed to by Ferico and AMRI India in confidential disclosure schedules provided by Ferico to AMRI India in connection with the signing of the Agreement, and may not be complete, furthermore, these representations and warranties may have been made for the purposes of allocating contractual risk between Ferico and AMRI India instead of establishing these matters as facts, and may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of the filing of the Agreement by AMRI India with the Securities and Exchange Commission. Accor
ALBANY MOLECULAR RESEARCH, INC. REGISTRATION RIGHTS AND LOCK-UP AGREEMENT DATED AS OF May 5, 2016Registration Rights and Lock-Up Agreement • May 6th, 2016 • Albany Molecular Research Inc • Services-commercial physical & biological research • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT is dated as of May 5, 2016 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation (the “Company”) and Lauro Cinquantasette S.p.A, a company incorporated under the laws of Italy (“Lauro” or “Holder”).
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2017 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made this eighth day of February, 2017, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and William S. Marth (the “Executive”).
ALBANY MOLECULAR RESEARCH, INC. STOCKHOLDERS AGREEMENT DATED AS OF JULY 11, 2016Stockholders Agreement • July 12th, 2016 • Albany Molecular Research Inc • Services-commercial physical & biological research • Delaware
THIS STOCKHOLDERS AGREEMENT is dated as of July 11, 2016 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation (the “Company”), Lauro Cinquantasette S.p.A, a company incorporated under the laws of Italy (“Lauro”), each stockholder of the Company’s common stock, par value $0.01 per share, set forth on Schedule A, strictly in their capacity as a stockholder of the Company (the “Stockholders”) and, solely for purposes of Section 5.2, Mandarin and Lauro 48 (each as defined below).
SUPPLY AGREEMENT PARTIESSupply Agreement • August 27th, 2013 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
GE Healthcare entity (thereinafter ”GEHC”), previously known as Amersham Health AS: GE HEALTHCARE AS Address Nycoveien 1-2 0401 OSLO NORWAY Other Party (thereinafter the “Supplier”), previously known as Organichem Corporation: AMRI Rensselaer, Inc. Address 26 Corporate Circle Albany, New York 12203 USA
PURCHASE AGREEMENT between APTUIT, LLC and ALBANY MOLECULAR LUXEMBOURG S.A R.L. Dated as of January 8, 2015Purchase Agreement • January 15th, 2015 • Albany Molecular Research Inc • Services-commercial physical & biological research • Delaware
PURCHASE AGREEMENT dated as of January 8, 2015 (this “Agreement”), between Aptuit, LLC, a Delaware limited liability company (“Seller”) and Albany Molecular Luxembourg S.à r.l., a limited liability company incorporated in Luxembourg (“Purchaser”). Any capitalized term used herein but not defined in a provision in which such term is used shall have the meaning ascribed to such term in Section 10.06(b).
WAIVER AND FIRST AMENDMENTCredit Agreement • December 5th, 2011 • Albany Molecular Research Inc • Services-commercial physical & biological research • Massachusetts
This WAIVER AND FIRST AMENDMENT (this “Amendment”) to the Credit Agreement referred to below is made as of December 1, 2011, which shall have an effective date of November 29, 2011 (the “First Amendment Effective Date”), by and among ALBANY MOLECULAR RESEARCH, INC., a Delaware corporation (the “Borrower”), AMRI RENSSELAER, INC., a Delaware corporation (“AMRI Rensselaer”), AMRI BOTHELL RESEARCH CENTER, INC., a Delaware corporation (“AMRI Bothell”), AMRI BURLINGTON, INC., a Massachusetts corporation (“AMRI Burlington”) and BANK OF AMERICA, N.A., a national association (“Bank of America”), in its capacities as Administrative Agent (as defined in the Credit Agreement) and L/C Issuer (as defined in the Credit Agreement) under the Credit Agreement and the lenders party hereto (the “Approving Lenders”).
