Flamingo Parent Corp. c/o H.I.G. Capital, LLC New York, NY 10020 Ladies and Gentlemen:Letter Agreement • February 6th, 2014 • Flamingo Merger Sub Corp. • Industrial inorganic chemicals • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of H.I.G. Bayside Debt & LBO Fund II, L.P., a Delaware limited partnership (the “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of Flamingo Parent Corp., a newly formed Delaware corporation (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), to be dated on or about the date hereof, by and among Parent, Flamingo Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and American Pacific Corporation, a Delaware corporation (the “Company”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the M
