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
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).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 12th, 2016 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
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”).
