EX-10.4





EXHIBIT
10.4




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).



W I T N E S S E T H




     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



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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:




     (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.




     (b) This Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligation, enforceable in accordance with its terms,
except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding at law or in equity).




     (c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by such Person of this Amendment.




     (d) The representations and warranties set forth in Article III of the Credit Agreement
are true and correct as of the date hereof (except for those which expressly relate to an
earlier date).




     (e) After giving effect to this Amendment, no event has occurred and is continuing
which constitutes a Default or an Event of Default.




     (f) The Security Documents continue to create a valid security interest in, and Lien
upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders,
which security interests and Liens are perfected in accordance with the terms of the
Security Documents and prior to all Liens other than Permitted Liens.




     (g) The Credit Party Obligations are not reduced or modified by this Amendment and are
not subject to any offsets, defenses or counterclaims.



     3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the
Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit
Agreement applicable to it and (b) that it is responsible for the observance and full performance
of its respective Credit Party Obligations.



     3.4 Credit Document. This Amendment shall constitute a Credit Document under the
terms of the Credit Agreement.



     3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this



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Amendment, including without limitation the reasonable fees and expenses of the Administrative
Agent’s legal counsel.



     3.6 Further Assurances. The Credit Parties agree to promptly take such action, upon
the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.



     3.7 Entirety. This Amendment and the other Credit Documents embody the entire
agreement among the parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.



     3.8 Counterparts; Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of an executed counterpart to this
Amendment by telecopy or other electronic means shall be effective as an original and shall
constitute a representation that an original will be delivered.



     3.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby
acknowledges and confirms that it has no knowledge of any actions, causes of action, claims,
demands, damages and liabilities of whatever kind or nature, in law or in equity, against the
Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective
officers, employees, representatives, agents, counsel or directors arising from any action by such
Persons, or failure of such Persons to act under this Credit Agreement on or prior to the date
hereof.



     3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



     3.12 General Release. In consideration of the Administrative Agent’s, on behalf of
the Lenders, willingness to enter into this Amendment, each Credit Party hereby releases and
forever discharges the Administrative Agent, the Lenders and the Administrative Agent’s and the
Lender’s respective predecessors, successors, assigns, officers, managers, directors, employees,
agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively
referred to as “Bank Group”), from any and all claims, counterclaims, demands, damages,
debts, suits, liabilities, actions and causes of action of any nature whatsoever, including,
without limitation, all claims, demands, and causes of action for contribution and indemnity,
whether arising at law or in equity, whether known or unknown, whether liability be direct or
indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and
whether or not heretofore asserted, which any Credit Party may have or claim to have against any of
the Bank Group in any way related to or connected with the Credit Documents and the transactions
contemplated thereby.



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     3.13 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The
jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14
and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.



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AMERICAN PACIFIC CORPORATION

AMENDMENT TO CREDIT AGREEMENT




     IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the
date first above written.



	 	 	 	 	 	 	 
	BORROWER:	 	AMERICAN PACIFIC CORPORATION, 

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dana Kelley
 

Dana Kelley
	 	 
	 

	 	Title:
	 	Vice President, Chief Financial Officer
and Treasurer	 	 
	 
	 	 	 	 	 	 
	GUARANTORS:	 	AMERICAN PACIFIC CORPORATION,

a Nevada corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dana Kelley
 

Dana Kelley
	 	 
	 

	 	Title:
	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	AMPAC FINE CHEMICALS LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Linda Ferguson
 

Linda Ferguson
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ENERGETIC ADDITIVES INC., LLC, 

a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dana Kelley
 

Dana Kelley
	 	 
	 

	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 	 	AMPAC-ISP CORP.,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dana Kelley
 

Dana Kelley
	 	 
	 

	 	Title:
	 	Chief Financial Officer and Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	AMERICAN AZIDE CORPORATION,

a Nevada corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dana Kelley
 

Dana Kelley
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	AMPAC FARMS, INC.,

a Nevada corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dana Kelley
 

Dana Kelley
	 	 
	 

	 	Title:
	 	Treasurer	 	 






 









 






AMERICAN PACIFIC CORPORATION

AMENDMENT TO CREDIT AGREEMENT




	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT AND LENDERS:	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Lender and as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Santa Cruz
 

Dana Kelley
	 	 
	 

	 	Title:
	 	Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John C. Plecque
 

John C. Plecque
	 	 
	 

	 	Title:
	 	Senior Vice President