AMENDMENT
EXHIBIT 4.1
AMENDMENT
This AMENDMENT (the “Amendment”) is entered into as of July 11, 2008 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 (the “Rights Agreement”);
WHEREAS, the Rights Agreement provides that the Final Expiration Date (as defined in the
Rights Agreement) is August 2, 2009; and
WHEREAS, the Company’s Board of Directors has determined that extending the Final Expiration
Date is in the best interests of the Company and its stockholders;
NOW, THEREFORE, in consideration of the mutual benefits arising from extension of the Rights
Agreement, and for other good and valuable consideration, the adequacy and sufficiency of which are
hereby acknowledged, 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.
A. Section 7 of the Rights Agreement is amended by deleting “August 2, 2009” and
replacing such date with “August 2, 2019.” All references in the Rights Agreement to
the “Final Expiration Date” shall refer to “August 2, 2019”.
B. Exhibits B and C of the Rights Agreement are amended by deleting each reference
to “August 2, 2009” therein and replacing such date with “August 2, 2019.”
[Signature Page Follows]
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/ XXXX X. XXXXXX | By: | /s/ XXXXXXX X. XXXXXX | |||||||||||
Name: | Xxxx X. Xxxxxx | Name: | Xxxxxxx X. Xxxxxx | |||||||||||
Title: | Chairman & CEO | Title: | Vice President |
Page 2 of Exhibit 4.1