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EXHIBIT 10.20
AMENDMENT AND WAIVER
TO
CREDIT AGREEMENT
AMENDMENT AND WAIVER, dated as of June 26, 2007 (the "Amendment")
to the
Credit Agreement, dated as of May 10, 2002 (as amended, the
"Agreement"), by and
between ACETO CORPORATION, a New York corporation, ACETO
AGRICULTURAL CHEMICALS
CORPORATION, a New York corporation, CDC PRODUCTS CORPORATION, a
New York
corporation, ACETO SANITARY CORP. F/K/A MAGNUM RESEARCH CORP., a
New York
corporation, ACCI REALTY CORP., a New York corporation, LARLABS
CORP., a New
York corporation, ARSYNCO INC., a New Jersey corporation, ROEHR
CHEMICALS, INC.,
a New York corporation, ACETO INDUSTRIAL CHEMICAL CORP., a New York
corporation,
jointly and severally (each a "Company" and, collectively, the
"Companies") and
JPMORGAN CHASE BANK, N.A., a national banking association,
successor to JPMorgan
Chase Bank (the "Lender").
RECITALS
The Company has requested certain amendments and a waiver as set
forth
herein and the Lender has agreed to such amendments and waiver
subject to the
terms and conditions of this AMENDMENT.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE 1.
AMENDMENTS TO CREDIT AGREEMENT
SECTION 1.1. Section 1.01 is hereby amended to add the following
defined
term immediately following the defined term "Quoted Rate Loans"
therein.
"RCP Joint Venture" shall mean UPI - Aceto LLC, a domestic
limited
liability company formed for the purpose of buying and marketing
an
Environmental Protection Agency regulated crop protection product
of which (i)
the Aceto or its Subsidiaries own directly or indirectly at least
49.5% of the
membership interest of such entity, (ii) United Phosphorous Inc.
owns not more
than 50.5% of the membership interests of such entity, and (iii)
the allocated
profits, losses and capital requirements of such entity are
allocated one half
to each of Aceto or its Subsidiaries and to United Phosphorous
Inc.
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SECTION 1.2. The definition of "Revolving Credit Commitment
Termination
Date" in Section 1.01 of the Agreement is hereby amended to delete
the date
"June 30, 2007" and to insert the date "June 30, 2010" in place
thereof.
SECTION 1.3. Section 7.06 of the Agreement is hereby further
amended to
delete the word "and" prior to clause (h) therein and to add the
following text
at the end of clause (h):
and (i) loans and investments by Aceto or its Subsidiaries to
and in the RCP Joint Venture provided; (i) no Default or Event
of Default should have occurred and be continuing on the date
of
any such loan or investment (ii) the initial investment or loan
shall have occurred on or prior to September 30, 2007, and
(iii)
such loans and investments shall not exceed $5,100,000 in the
aggregate at any time outstanding.
SECTION 1.4. Section 7.13(a) of the Agreement is hereby amended
to
delete the amount "$72,000,000" and to insert the amount
"$100,000,000" in place
thereof in each instance.
SECTION 1.5. Section 7.14 of the Agreement is hereby amended to
delete
the text "not in excess of $4,500,000 in the aggregate" in clause
(a)(i)
thereof.
SECTION 1.6. Section 7.14 of the Agreement is hereby further
amended to
delete the dollar amount "$7,000,000" in clause (a)(ii) thereof and
to insert
the dollar amount "$10,000,000" in place thereof.
SECTION 1.7. Schedules I, II, III, IV, V, VI, VII and VIII are
hereby
amended and restated in their entirety as set forth as Schedules I,
II, III, IV,
V, VI, VII and VIII to this Amendment.
ARTICLE 2.
WAIVER TO CREDIT AGREEMENT
SECTION 2.1. Compliance with Section 6.13 of the Agreement is
hereby
waived with respect to the Companies' failure to timely execute a
Joinder
Agreement and to provide the other documentation required
thereunder with
respect to Aceto Pharma Corp.
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ARTICLE 3.
REPRESENTATIONS
AND WARRANTIES
The Companies hereby represent and warrant to the Lender that:
SECTION 3.1. 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 is hereby incorporated
herein in
full by reference as if fully restated herein in its entirety.
SECTION 3.2. As of the date hereof, and after giving effect to the
terms
hereof, and all prior waivers and amendments executed by the Lender
and the
Companies prior to the date hereof , there exists no Default or
Event of
Default.
SECTION 3.3. The Companies have the corporate power and authority
to
enter into, perform and deliver this Amendment and any other
documents,
instruments, agreements or other writings to be delivered in
connection
herewith. This Amendment and all documents contemplated hereby or
delivered in
connection herewith, have each been duly authorized, executed and
delivered and
the transactions contemplated herein have been duly authorized.
SECTION 3.4. This Amendment and any other documents, agreements
or
instruments now or hereafter executed and delivered to the Lender
by the
Companies in connection herewith constitute (or shall, when
delivered,
constitute) valid and legally binding obligations of Companies,
each of which is
and shall be enforceable against Companies in accordance with their
respective
terms.
SECTION 3.5. No consent, waiver or approval of any entity is or
will be
required in connection with the execution, delivery, performance,
validity or
enforcement of this Amendment, or any other agreements, instruments
or documents
to be executed and/or delivered in connection herewith or pursuant
hereto.
SECTION 3.6. Each of the Loan Documents to which it is a party and
each
lien and security interest granted thereunder is in full force and
effect and
will remain in full force and effect after giving effect to this
Amendment.
SECTION 3.7. Neither the certificate of incorporation nor the
bylaws or
other organizational documents of any Company has been amended
since June 1,
2004.
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ARTICLE 4.
CONDITIONS TO EFFECTIVENESS
SECTION 4.1. The amendments and waivers provided herein shall not
be
effective unless the Lender shall have received on or prior to the
date hereof
the following:
(a)
a Joinder Agreement dated the date hereof in the form
attached hereto as Annex I duly executed by the
Companies and Aceto Pharma Corp.
(b)
a Secretary's Certificate dated the date hereof in the
form attached hereto as Annex II duly executed by the
officers of Aceto Pharma Corp. identified therein.
(c)
payment of a nonrefundable amendment and waiver fee in
the amount of $15,000.
(d)
reimbursement of the reasonable legal fees and expenses
of Farrell Fritz, P.C. counsel to the Lender, in the
amount of $2,900.
ARTICLE 5.
MISCELLANEOUS
SECTION 5.1. 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 5.2. 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).
SECTION 5.3. On and after the effective date of this Amendment,
each
reference in the Agreement to "this Agreement", "hereunder",
"hereof" or words
of like import referring to the Agreement, and each reference in
the Loan
Documents to "the Agreement", "thereunder", "thereof", or words of
like import
referring to the Agreement, shall mean and be a reference to the
Agreement as
amended by this Amendment. The Agreement, as amended by this
Amendment, is and
shall continue to be in full force and effect and is hereby in all
respects
ratified and confirmed. This Amendment shall constitute a "Loan
Document".
SECTION 5.4. The
Companies agree to take such further actions as the
Lender shall reasonably request in connection herewith to evidence
the
amendments herein contained to the Agreement.
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