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.
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
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEAmerican Pacific Corp • December 1st, 2005 • Industrial inorganic chemicals • California
FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned AMERICAN PACIFIC CORPORATION, a Delaware corporation (hereinafter referred to as “Guarantor”), the receipt and sufficiency whereof are hereby acknowledged by Guarantor, and for the purpose of seeking to induce AEROJET-GENERAL CORPORATION, an Ohio corporation (“Aerojet”) and AEROJET FINE CHEMICALS, LLC, a Delaware limited liability company (“Seller”, and together with Aerojet, the “Guaranteed Party”), to enter into the Purchase Agreement by and among Seller, Guarantor, and the Guaranteed Party dated as of July 12, 2005, as amended (the “Purchase Agreement”), under which Purchase Agreement Guarantor has assigned its rights to Ampac Fine Chemicals LLC, a California limited liability company (“Assignee”), and which Purchase Agreement as assigned to Ampac Fine Chemicals will be to the direct interest, advantage and benefit of Guarantor, Guaran
GROUND LEASEGround Lease • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals • California
For a period of two (2) years from the Term Commencement Date, Lessee and its successors and assigns shall conduct their respective operations so as not to conflict with the following Quantity/Distance Restrictions for Aerojet Buildings and for the Aerojet Temporary Use Building. On or before the expiration of such two-year period, Lessor shall cease the energetic operations in the Aerojet Buildings and in the Aerojet Temporary Use Building listed below:
INTERCREDITOR AGREEMENT among AMERICAN PACIFIC CORPORATION, as the Company, THE DOMESTIC SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTY HERETO, as Guarantors, WACHOVIA BANK, NATIONAL ASSOCIATION, as the First Lien Administrative Agent, WACHOVIA...Intercreditor Agreement • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals • New York
This Intercreditor Agreement, is dated as of November 30, 2005, and entered into by and among AMERICAN PACIFIC CORPORATION, a Delaware corporation (the “Company”), the domestic subsidiaries of the Company as may time to time party become a party hereto (the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Second Lien Obligations under the Second Lien Credit Agreement (as defined below), including its successors and assigns from time to time (the “Second Lien Administrative Agent”) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as control agent for the First Lien Administrative Agent and the Second Lien Administrative Agent, including its successor and assigns from time to time (the “Control Agent”). Cap
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals
This Assignment and Assumption Agreement (the “Assignment and Assumption”) is made and entered into as of October 22, 2005, by and among American Pacific Corporation, a Delaware corporation (“Assignor”), and Ampac Fine Chemicals LLC, a California limited liability company and a wholly owned subsidiary of Assignor (“Assignee”).
AMENDED AND RESTATED ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 1st, 2005 • American Pacific Corp • Industrial inorganic chemicals
This Amended and Restated Assignment and Assumption Agreement (the “Assignment and Assumption”) is made and entered into as of November 30, 2005, by and between American Pacific Corporation, a Delaware corporation (“Assignor”), and Ampac Fine Chemicals LLC, a California limited liability company and a wholly owned subsidiary of Assignor (“Assignee”).
