0001193125-04-089909 Sample Contracts

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 17th, 2004 • American Vanguard Corp • Agricultural chemicals • California

This CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), effective as of January 1, 2004 (the “Effective Date”), is entered into by and between American Vanguard Corporation, a Delaware corporation (“American Vanguard”), and (the “Executive”). Capitalized terms used but not defined in the context of this Agreement are defined in Section 8.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 17th, 2004 • American Vanguard Corp • Agricultural chemicals

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and dated as of the 23rd day of March, 2004 by and among BANK OF THE WEST (“BOW”), as agent (in such capacity, the “Agent”) for the lenders from time to time party to the Credit Agreement referenced below (each a “Lender,” and, collectively, the “Lenders”), the current Lenders under the Credit Agreement, AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), and 2110 DAVIE CORPORATION, a California corporation (“2110 Davie” and, together with the Borrower, American Vanguard and GemChem, the “Loan Parties”).

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