FIRST AMENDMENT TO CREDIT
AGREEMENT
THIS FIRST
AMENDMENT TO CREDIT AGREEMENT (this “ Amendment
”), dated as of July 7, 2009, is by and among
AMERICAN PACIFIC CORPORATION , a Delaware corporation (the
“ Borrower ”), the Domestic Subsidiaries of the
Borrower as may from time to time become a party hereto
(collectively, the “ Guarantors ”), the Lenders
party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION , as
administrative agent (in such capacity, the “
Administrative Agent ”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed
thereto in the Credit Agreement (as defined below).
WHEREAS ,
the Borrower, the Guarantors, certain banks and financial
institutions from time to time party thereto (the “
Lenders ”) and the Administrative Agent are parties to
that certain Amended and Restated Credit Agreement dated as of
February 6, 2007 (as amended, modified, extended, restated,
replaced, or supplemented from time to time, the “ Credit
Agreement ”);
WHEREAS ,
the Credit Parties have requested the Required Lenders amend
certain provisions of the Credit Agreement; and
WHEREAS ,
the Required Lenders are willing to make such amendments to the
Credit Agreement, in accordance with and subject to the terms and
conditions set forth herein.
NOW,
THEREFORE , in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1
Amendment to Section 1.1 . The definition of
“Permitted Liens” as set forth in Section 1.1 of
the Credit Agreement is hereby amended by deleting the existing
clause (r) in its entirety, adding new clauses (r) and
(s) to the end of such Section to read as follows, and making
the appropriate punctuation and grammatical changes
thereto:
(r) Liens
securing Indebtedness permitted under Section 6.1(n);
and
(s) additional Liens so long as the principal amount of
Indebtedness and other obligations secured thereby does not exceed
$5,000,000 in the aggregate.
1.2
Amendments to Section 6.1 . Section 6.1 of the
Credit Agreement is hereby amended by deleting existing clause
(m) in its entirety, adding new clauses (m), (n) and
(o) to the end of such Section to read as follows, and making
the appropriate punctuation and grammatical changes
thereto:
(m) Indebtedness of any Subsidiary that is not a Credit
Party owing to any other Subsidiary that is not a Credit
Party;
(n) Indebtedness (whether unsecured or secured by Liens on
the assets of Foreign Subsidiaries) of Foreign Subsidiaries in an
aggregate outstanding principal amount not to exceed $1,000,000 at
any one time outstanding; and
(o) other
secured or unsecured Indebtedness of Credit Parties not otherwise
permitted in subsections (a) through (n) above which does
not exceed $20,000,000 in the aggregate at any time
outstanding.
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 Closing
Conditions . This Amendment shall become effective as of
the day and year set forth above (the “ Amendment
Effective Date ”) upon satisfaction (or waiver) of the
following conditions (in each case, in form and substance
reasonably acceptable to the Administrative Agent):
(a) Executed
Amendment . The Administrative Agent shall have received a copy
of this Amendment duly executed by each of the Credit Parties, the
Required Lenders and the Administrative Agent.
(b) Default
. After giving effect to this Amendment, no Default or Event of
Default shall exist.
(c) Fees and
Expenses . The Administrative Agent shall have received from
the Borrower such other fees and expenses that are payable in
connection with the consummation of the transactions contemplated
hereby and Moore & Van Allen PLLC shall have received from the
Borrower payment of all outstanding fees and expenses previously
incurred and all fees and expenses incurred in connection with this
Amendment.
(d)
Miscellaneous . All other documents and legal matters in
connection with the transactions contemplated by this Amendment
shall be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel.
ARTICLE III
MISCELLANEOUS
3.1 Amended
Terms . On and after the Amendment Effective Date, all
references to the Credit Agreement in each of the Credit Documents
shall hereafter mean the Credit Agreement as amended by this
Amendment. Except as specifically amended hereby or
2
otherwise
agreed, the Credit Agreement is hereby ratified and confirmed and
shall remain in full force and effect according to its
terms.
3.2
Representations and Warranties of Credit Parties . Each
of the Credit Parties represents and warrants as
follows:
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