exv4w1









EXHIBIT 4.1




AMENDMENT NO. 2




          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”).




          WHEREAS, the Company and the Rights Agent are parties to that certain Rights
Agreement, dated as of August 3, 1999, as amended by the Amendment dated as of July 11, 2008 (as
amended, the “Rights Agreement”);




          WHEREAS, the Company’s Board of Directors has determined that it is in the best interests of
the Company that the Rights Agreement be amended to permit the Company to suspend the operation of
the Rights Agreement at any time it deems such suspension to be necessary or desirable;




          WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, and the Rights Agent
shall if the Company so directs, from time to time supplement or amend any provision of the Rights
Agreement, under certain circumstances; and




          WHEREAS all acts and things necessary to make this Amendment a valid agreement according to
its terms have been done and performed, and the execution and delivery of this Amendment by the
Company and the Rights Agent have been in all respects authorized by the Company.




          NOW, THEREFORE, in consideration of the foregoing and mutual agreements set forth in the
Rights Agreement and this Amendment, the parties hereto agree as follows:




     1. Amendment.




The Rights Agreement is amended as set forth in this Amendment. Except as
specifically provided for in this Amendment, all of the terms and conditions of the
Rights Agreement shall remain in full force and effect. Each reference in the
Rights Agreement to “hereof,” “hereunder” and “this Agreement” shall, from and after
the date of this Amendment, refer to the Rights Agreement, as amended by this
Amendment.



     2. Amendment to Rights Agreement.




Section 27 of the Rights Agreement is amended by adding the following sentences at
the end of such Section:




“At any time prior to the time that any Person becomes an Acquiring Person, if the
Company deems it to be necessary or desirable, the Company may suspend the operation
of this Agreement until the earlier of (a) the date the Company determines that such
suspension is no longer necessary or desirable or (b) the Final Expiration Date.
Upon any such suspension, the Company shall issue a public announcement stating that
the operation of the Plan has been suspended, and also shall issue a public
announcement at such time as the suspension is no longer in effect.”



[Signature Page Follows]






Page 1 of Exhibit 4.1









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first written above.




	 	 	 	 	 	 	 	 	 

	American Pacific Corporation	 	American Stock Transfer & Trust Company	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ DANA KELLEY
	 	By:	 	/s/ HERBERT J. LEMMER	 	 
	 

	 	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Dana Kelley
	 	Name:	 	Herbert J. Lemmer	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	CFO
	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 

	 	 







Page 2 of Exhibit 4.1