AMENDMENT NO. 4 TO CREDIT AGREEMENT

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AMENDMENT NO. 4, dated as of June 29, 2011 (the “Amendment”) to the CREDIT AGREEMENT dated as of December 31, 2010 (as same has been and may be further amended, restated, supplemented or modified, the “Agreement”), by and among ACETO CORPORATION, a New York corporation, ACETO AGRICULTURAL CHEMICALS CORPORATION, a New York corporation, CDC PRODUCTS CORPORATION, a New York corporation, ACETO PHARMA CORP., a Delaware corporation, ACCI REALTY CORP., a New York corporation, ARSYNCO INC., a New Jersey corporation, ACETO REALTY LLC, a New York limited liability company, and RISING PHARMACEUTICALS, INC. (formerly known as Sun Acquisition Corp.), a Delaware corporation, jointly and severally, (each a “Company” and collectively the “Companies”), the LENDERS which from time to time are parties to this Agreement (individually, a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association as Administrative Agent for the Lenders.

 

 

The Companies have requested that the Administrative Agent and the Lenders amend certain provisions of the Credit Agreement as set forth herein and the Lenders and the Administrative Agent have agreed to such amendments, subject to the terms and conditions of this Amendment.

 

NOW, THEREFORE, the parties hereto hereby agree as follows:

 

 

Section 1.1.     The last sentence in the definition of “Consolidated Domestic Debt Service Coverage Ratio” in Section 1.01 is hereby amended and restated in its entirely to read as follows:

 

“All of the foregoing categories shall be calculated (without duplication) over the four fiscal quarters then most recently ended provided that for the fiscal quarters ending December 2011 through and including March 31, 2012, Consolidated Debt Service Coverage Ratio Shall be determined with respect to two fiscal quarters and three fiscal quarters, respectively, then ending.”

 

Section 2.1.      Clauses (b), (d) and (e) of Section 7.12 are hereby amended and restated in their entirety to read as follows:

 

(b)

Consolidated Domestic EBITDA Permit Consolidated Domestic EBITDA to be less than (i) $2,300,000 for the fiscal quarter ending September 30, 2011.

 

 

(d)

Consolidated Debt Service Coverage Ratio. Permit Consolidated Debt Service Coverage Ratio to be less than 1.25:1.00, as of the end of any fiscal quarter or fiscal year, commencing with the fiscal quarter ending March 31, 2011 other than fiscal quarter ending September 30, 2011 for which the Consolidated Debt Service Coverage Ratio shall not be less than 1.15:1.00.

 

(e)

Consolidated Domestic Debt Service Coverage Ratio. Permit the Consolidated Domestic Debt Service Coverage Ratio to be less than 1.10:100 at the end of any fiscal quarter or fiscal year commencing with the fiscal quarter ending December 31, 2011.

 

 

Section 2.1.    The Companies hereby represent and warrant to the Lenders and the Administrative Agent that each of the representations and warranties set forth in each Loan Document is true and correct is all material respects as of the date hereof with respect to the Companies, with the same effect as though made on the date hereof (unless any such representation and warranty is as of a specific date, in which event, as of such date), and are hereby incorporated herein in full by reference as if fully restated herein in its entirety.

 

Section 2.2.    To induce the Lenders and the Administrative Agent to enter into this Amendment the Companies hereby acknowledge and agree that, as of the date hereof, and after giving effect to the terms hereof, there exists no Default or Event of Default.

 

 

 

 

Section 4.1.    The amendment herein is limited specifically to the matter set forth above and for the specific instance and purpose for which given and do not constitute directly or by implication an amendment or waiver of any other provisions of the Agreement or any other Loan Document or a waiver of any Default or Event of Default which may occur or may have occurred under the Agreement or any other Loan Document.

 

Section 4.2.    This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing any such counterpart.

 

Section 4.3.    THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF).

 

 

 

ACETO CORPORATION			ACETO AGRICULTURAL
			CHEMICALS CORPORATION
By:	/s/ Douglas Roth		By:	/s/ Douglas Roth
Name:  Douglas Roth			Name:  Douglas Roth
Title:    Chief Financial Officer			Title:    Secretary/Treasurer
CDC PRODUCTS CORPORATION			ACCI REALTY CORP.
By:	/s/ Douglas Roth		By:	/s/ Douglas Roth
Name:  Douglas Roth			Name:  Douglas Roth
Title:    Secretary/Treasurer			Title:    Secretary/Treasurer
ACETO PHARMA CORP.			ARSYNCO INC.
By:	/s/ Douglas Roth		By:	/s/ Douglas Roth
Name:  Douglas Roth			Name:  Douglas Roth
Title:    Secretary/Treasurer			Title:    Secretary/Treasurer
ACETO REALTY LLC			RISING PHARMACEUTICALS, INC.
By: Aceto Corporation, its Sole Member			(f/k/a Sun Acquisition Corp.)
By:	/s/ Douglas Roth		By:	/s/ Douglas Roth
Name:  Douglas Roth			Name:  Douglas Roth
Title:    Chief Financial Officer			Title:    Secretary/Treasurer
			JPMORGAN CHASE BANK, as
			Administrative Agent and as a Lender
			By:	/s/ Sanford Wald
			Name:  Sanford Wald
			Title:    Senior Vice President
			WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
			By:	/s/ Thomas P Ryan
			Name:  Thomas P Ryan
			Title:     VP