INDENTUREAmerican Pacific Corp • April 10th, 1998 • Industrial inorganic chemicals • New York
RECITALS:Stock Option Agreement • May 22nd, 1998 • American Pacific Corp • Industrial inorganic chemicals • Nevada
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2005 • American Pacific Corp • Industrial inorganic chemicals
EXHIBIT 10.20 SETTLEMENT AGREEMENT This Settlement Agreement is executed among the undersigned parties this 12/th/ day of August, 1997, effective at 12:01 a.m. the 17/th/ day of July, 1997.Settlement Agreement • December 19th, 1997 • American Pacific Corp • Industrial inorganic chemicals • Nevada
INDENTUREAmerican Pacific Corp • February 6th, 2007 • Industrial inorganic chemicals • New York
RECITALS:Stock Option Agreement • December 19th, 1997 • American Pacific Corp • Industrial inorganic chemicals • Nevada
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 6th, 2007 • American Pacific Corp • Industrial inorganic chemicals • New York
RECITALS:Consulting Agreement • December 7th, 1999 • American Pacific Corp • Industrial inorganic chemicals • Nevada
andRights Agreement • August 6th, 1999 • American Pacific Corp • Industrial inorganic chemicals • New York
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached. Date: February 9, 2004 ARTISAN INVESTMENT CORPORATION for itself and as general partner of ARTISAN PARTNERS...Joint Filing Agreement • February 9th, 2004 • American Pacific Corp • Industrial inorganic chemicals
RECITALS:Consulting Agreement • February 8th, 2000 • American Pacific Corp • Industrial inorganic chemicals • Nevada
ANDAsset Purchase Agreement • March 3rd, 1998 • American Pacific Corp • Industrial inorganic chemicals • New York
EXHIBIT 10.14 MODIFICATION NO. 1 ------------------ TO -- LONG TERM PRICING AGREEMENT ---------------------------Pricing Agreement • December 12th, 2000 • American Pacific Corp • Industrial inorganic chemicals
Exhibit 4.2 ADOPTION AGREEMENT FOR Franklin Templeton Investor Services, Inc. STANDARDIZED 401(K) PROFIT SHARING PLAN AND TRUST The undersigned Employer adopts Franklin Templeton Investor Services, Inc. Prototype Standardized 401(k) Profit Sharing...Adoption Agreement • September 12th, 2003 • American Pacific Corp • Industrial inorganic chemicals
RECITALS:Employment Agreement • August 2nd, 1999 • American Pacific Corp • Industrial inorganic chemicals • Nevada
TRUST AGREEMENT FOR AMERICAN PACIFIC CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This Agreement made this 23/rd/ day of November, 1999 , by and ------ ------------------------ between American Pacific Corporation (the "Company") and John R....Trust Agreement • December 7th, 1999 • American Pacific Corp • Industrial inorganic chemicals • Delaware
AGREEMENT AND PLAN OF MERGER Dated as of January 9, 2014 among FLAMINGO PARENT CORP., FLAMINGO MERGER SUB CORP. and AMERICAN PACIFIC CORPORATIONAgreement and Plan of Merger • January 10th, 2014 • American Pacific Corp • Industrial inorganic chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 9, 2014 (this “Agreement”), is by and among Flamingo Parent Corp., a Delaware corporation (“Parent”), Flamingo Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and American Pacific Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein individually as a “party” and collectively as the “parties”. Certain capitalized terms used in this Agreement are used as defined in Section 9.12.
RECITALS --------Indemnification Agreement • December 12th, 2000 • American Pacific Corp • Industrial inorganic chemicals • Delaware
March 12, 1998 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: American Pacific Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston...American Pacific Corp • April 10th, 1998 • Industrial inorganic chemicals • New York
CREDIT AGREEMENT dated as of October 26, 2012 Among AMERICAN PACIFIC CORPORATION, as Borrower, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as an LC Issuer, Swing Line Lender, as the Administrative Agent, as the...Credit Agreement • October 31st, 2012 • American Pacific Corp • Industrial inorganic chemicals • New York
This CREDIT AGREEMENT is entered into as of October 26, 2012 among the following: American Pacific Corporation, a Delaware corporation (the “Borrower”); the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); KeyBank National Association, as the administrative agent (the “Administrative Agent”), as the Swing Line Lender (as hereinafter defined), an LC Issuer (as hereinafter defined), and as a joint lead arranger and sole bookrunner, Bank of America, N.A., as a Lender and as the syndication agent (the “Syndication Agent”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a joint lead arranger.
SEVERANCE AGREEMENTSeverance Agreement • December 13th, 2013 • American Pacific Corp • Industrial inorganic chemicals • Nevada
This Severance Agreement (the “Agreement”), entered into effective May 7, 2013, is between American Pacific Corporation, a Delaware corporation having its principal place of business at 3883 Howard Hughes Parkway, Suite 700, Las Vegas, Nevada 89169 (the “Company”), and Dave A. Thayer, an individual residing at the address set forth below his signature at the end of this Agreement and currently the President of AMPAC Utah Operations and Vice President of American Pacific Corporation (“Executive”) (collectively, “the parties”).
FIRST LIEN CREDIT AGREEMENT among AMERICAN PACIFIC CORPORATION, as Borrower, and THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as...Credit Agreement • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals • New York
FIRST LIEN CREDIT AGREEMENT, dated as of November 30, 2005, among AMERICAN PACIFIC CORPORATION, a Delaware corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”), and BANK OF AMERICA, N.A., as Syndication Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2007 • American Pacific Corp • Industrial inorganic chemicals • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of February 6, 2007 (the “Agreement”), by and among American Pacific Corporation, a Corporation (the “Company”) and the guarantors listed on the signature pages hereof (the “Guarantors” and, together with the Company, the “Issuers”), on the one hand, and Wachovia Capital Markets, LLC (the “Initial Purchaser”), on the other hand.
CONSULTING AGREEMENTConsulting Agreement • December 13th, 2013 • American Pacific Corp • Industrial inorganic chemicals • Nevada
This Consulting Agreement (the “Agreement”) is made and entered into this 14th day of November, 2013, by and between American Pacific Corporation, a Delaware corporation having its principal place of business at 3883 Howard Hughes Parkway, Suite 700, Las Vegas, Nevada 89169 (the “Company”), and Discovery Partners International LLC, a Virginia limited liability company having its principal place of business at 1818 South Lynn Street, Arlington, Virginia 22202 (the “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals • Nevada
This Employment Agreement (“Agreement”), entered into effective December 1, 2005, is between American Pacific Corporation., a Delaware corporation having its principal place of business at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109 (the “Company”), and Seth Van Voorhees, an individual residing at the address set forth below his signature at the end of this Agreement (the “Executive”) (collectively, “the parties”).
SECOND LIEN CREDIT AGREEMENT among AMERICAN PACIFIC CORPORATION, as Borrower, and THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as...Credit Agreement • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals • New York
SECOND LIEN CREDIT AGREEMENT, dated as of November 30, 2005, among AMERICAN PACIFIC CORPORATION, a Delaware corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”), and BANK OF AMERICA, N.A., as Syndication Agent.
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals • California
This AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is dated as of November 30, 2005 and entered into by and among American Pacific Corporation, a Delaware corporation (“Purchaser”), Aerojet Fine Chemicals LLC, a Delaware limited liability corporation (“Seller”), and Aerojet-General Corporation, an Ohio corporation (“Aerojet”), with reference to that certain Purchase Agreement dated as of July 12, 2005, by and among the Purchaser, Seller and Aerojet (the “Purchase Agreement”). Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Purchase Agreement.
ContractAmerican Pacific Corp • December 1st, 2005 • Industrial inorganic chemicals • New York
PAYMENT WITH RESPECT TO THIS NOTE IS SUBJECT TO CERTAIN SUBORDINATION PROVISIONS SET FORTH IN SECTION 3 HEREIN. THIS NOTE WAS ORIGINALLY ISSUED ON NOVEMBER 30, 2005 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EACH OF THE FIRST LIEN CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 2005, BY AND AMONG AMERICAN PACIFIC CORPORATION, CERTAIN SUBSIDIARIES OF AMERICAN PACIFIC CORPORATION FROM TIME TO TIME PARTIES THERETO, THE LENDERS FROM TIME TO TIME PARTIES THERETO, AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE SECOND LIEN CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 2005, BY AND AMONG AMERICAN PACIFIC CORPORATION, CERTAIN SUBSIDIARIES OF AMERICAN PACIFIC CORPORATION FROM TIME TO TIME PARTIES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, CONTAIN TERMS GOVERNING THE RIGHTS OF THE HOLDER OF THIS NOTE. A COPY OF EACH CREDIT AGREEMENT M
RECITALS:1997 Stock Option Plan • May 22nd, 1998 • American Pacific Corp • Industrial inorganic chemicals • Nevada
CREDIT AGREEMENT by and among AMERICAN PACIFIC CORPORATION as Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION as...Credit Agreement • February 4th, 2011 • American Pacific Corp • Industrial inorganic chemicals • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of January 31, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), AMERICAN PACIFIC CORPORATION, a Delaware corporation (“Borrower”) and each of the Domestic Subsidiaries of Borrower from time to time a party hereto, as guarantors (“Guarantors”).
PURCHASE AGREEMENT by and among AMERICAN PACIFIC CORPORATION and AEROJET FINE CHEMICALS LLC and AEROJET-GENERAL CORPORATION Dated as of July 12, 2005Purchase Agreement • July 18th, 2005 • American Pacific Corp • Industrial inorganic chemicals • California
THIS AGREEMENT (the “Agreement”) is made as of the 12th day of July, 2005, by and between AEROJET FINE CHEMICALS, LLC, a Delaware limited liability company (“Seller”), AMERICAN PACIFIC CORPORATION, a Delaware corporation (“Purchaser”), and AEROJET-GENERAL CORPORATION, an Ohio corporation (“Aerojet”). Seller, Purchaser and Aerojet are each referred to herein as a “Party” and collectively referred to herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2008 • American Pacific Corp • Industrial inorganic chemicals • Nevada
This Employment Agreement (the “Agreement”), amended and restated on this 14th day of November, 2008 (the “Amendment and Restatement Date”), is between American Pacific Corporation, a Delaware corporation having its principal place of business at 3883 Howard Hughes Parkway, Suite 700, Las Vegas, Nevada 89169 (the “Company”), and Joseph Carleone, an individual residing at the address set forth below his signature at the end of this Agreement (“Executive”) (collectively, “the parties”). This Agreement, as hereby amended and restated, is effective as of October 15, 2006, which was the date of the original Employment Agreement between the Company and Executive.
March 6, 1998 Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. American Pacific Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions...American Pacific Corp • April 10th, 1998 • Industrial inorganic chemicals • New York
SETTLEMENT AGREEMENTSettlement Agreement • January 15th, 2013 • American Pacific Corp • Industrial inorganic chemicals • Delaware
This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of January 14, 2013, by and among CORNWALL MASTER LP, an exempted limited partnership organized under the laws of the Cayman Islands (“Cornwall”), CORNWALL CAPITAL MANAGEMENT LP, a Delaware limited partnership (“Cornwall Capital”), CORNWALL GP, LLC, a Delaware limited liability company (“General Partner”), CMGP LLC, a Delaware limited liability company (“CMGP”), and JAMES MAI (Cornwall, Cornwall Capital, General Partner, CMGP, Mr. Mai, and the entities controlling or controlled by any of the foregoing, collectively, the “Cornwall Group” and each of the foregoing, individually, a “Member”), and AMERICAN PACIFIC CORPORATION, a Delaware corporation (the “Company”).
AMENDMENT NO. 2American Pacific Corp • September 20th, 2010 • Industrial inorganic chemicals
This AMENDMENT NO. 2 (the “Amendment”) is effective as of September 14, 2010 between American Pacific Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).
