WAIVER TO CREDIT AGREEMENT
WAIVER, dated as of August 31, 2004, (the "Waiver") 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, 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 CHEMCIAL CORP., a New York corporation, jointly and severally (each a "Company" and,
collectively, the "Companies") and JPMORGAN CHASE BANK, a New York banking corporation, (the
The Company has requested certain waivers as set forth herein and the Lender has agreed to such waivers
subject to the terms and conditions of this Waiver.
NOW, THEREFORE, the parties hereto hereby agree as follows:
WAIVERS TO CREDIT AGREEMENT
Section 1.1. Compliance with Section 7.14 of the Agreement is hereby waived with respect to the payment by
Aceto of dividends in the fiscal year ending June 30, 2004 provided that the aggregate dividends paid by Aceto
during such period did not exceed $2,750,000.
Section 1.2. Compliance with Section 6.13 of the Agreement is hereby waived with respect to the failure to
execute a Pledge Agreement and to provide the other documentation required thereunder with respect to Aceto
Pharmaceutical Shanghai, Ltd. and Aceto (Shanghai), Ltd.
Section 1.3. The Credit Agreement and the other Loan Documents shall each be deemed to be waived hereby to
the extent necessary, if any, to give effect to the provisions of this Waiver.
REPRESENTATIONS AND WARRANTIES
The Companies hereby represent and warrant to the Lender that:
SECTION 2.1. 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